Lawyers as Board Members – The Good, The Bad & The Ugly

Why Every Board Needs (and Sometimes Fears) a Lawyer

Serving on a board—whether for a startup, a multinational corporation, or a nonprofit—requires business acumen, risk management, and strategic foresight. While many boards include industry veterans, financial experts, and operational leaders, one role often sparks debate: the lawyer as a board member.

Some see lawyers as critical safeguards who protect against risks. Others worry they’ll be too risk-averse and slow down decision-making. The reality is more nuanced.

The Good: Why Lawyers Make Excellent Board Members

Risk Management and Compliance – Lawyers understand corporate governance, regulatory risks, and legal exposure. This expertise is invaluable in M&A, contract negotiations, and crisis management.
Strategic Thinking – A good lawyer on the board isn’t just focused on legal issues; they bring a strategic lens to decision-making, ensuring growth initiatives align with legal and ethical frameworks.
Mergers, Acquisitions, and IP Protection – Companies navigating M&A deals, intellectual property disputes, or regulatory changes benefit from having legal expertise in-house at the board level.
Navigating Founder and Shareholder Conflicts – Legal professionals often mediate disputes, structure governance policies, and protect long-term company interests.

The Bad: Where Lawyers Can Clash with the Board

Overemphasis on Risk Prevention – Some boards fear that lawyers focus too much on what could go wrong rather than on fostering growth and innovation.
Slower Decision-Making – Boards must act quickly, and a lawyer’s thorough approach to compliance and risk assessment can sometimes delay high-stakes decisions.
Conflicts of Interest – If a board member is also outside counsel for the company, lines can blur between fiduciary duties and legal responsibilities.

The Ugly: When Having a Lawyer on the Board Can Be a Liability

Defensive or Adversarial Approach – Some lawyers fall into the trap of always playing defense, preventing the company from taking necessary risks.
Legal Jargon Overload – Board discussions must be clear and strategic. A lawyer who overcomplicates issues with legalese can alienate fellow board members.
Lack of Industry Knowledge – A lawyer without deep industry expertise may struggle to align legal strategy with business objectives.

Finding the Right Balance: How Lawyers Can Be Effective Board Members

Shift from Legal Advisor to Business Strategist – Lawyers should engage in discussions beyond legal matters, contributing to financial and operational decisions.
Emphasize Risk-Tolerant Solutions – Instead of saying, “You can’t do that,” a good lawyer board member will say, “Here’s how we can mitigate the risk while moving forward.”
Build Strong Relationships with Fellow Board Members – Understanding the perspectives of CEOs, investors, and industry leaders helps bridge gaps between legal oversight and business execution.

Every Board Needs a Legal Mind, but the Right One

Having a lawyer on the board isn’t about saying no—it’s about protecting, enabling, and strategically guiding the company’s long-term success.

The best lawyer board members understand when to push back and when to support bold moves.

What’s your take? Should every board have a lawyer?