Lawyers on the Board

Volume 6 • Issue 4 • May/June 2020
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Lawyer-Director or Director-Lawyer?

Three paths to the boardroom

Evidence suggests that an increasing number of banks and financial institutions now include lawyer-directors on their boards. In the sample of institutions presented in “Banking on the Lawyers,” the number of banks with lawyer-directors grew from roughly 43 percent in 1999 to approximately 77 percent in 2014—a 73 percent increase across a 15-year period. The authors find the increase is even more dramatic when focusing on commercial banks only, where the numbers jump from just less than 40 percent to nearly 75 percent between 1999 and 2014—an 86 percent increase.

The portion of public companies with lawyers on their boards rose from 24.5 percent in 2000 to 43.9 percent in 2009—an overall increase of almost 20 percent across a nine-year period.

While the article points to a number of reasons why lawyer-directors might be particularly impactful at banks, the rise of lawyer-directors is not limited to financial institutions. Indeed, in a separate study, Lubomir Litov, Simone Sepe, and Charles Whitehead find a similar trend of lawyer-directors on the rise at “nonfinancial” public corporations. According to their research, which includes data on the 1,500 public corporations of the S&P Composite 1,500 Index, excluding financial institutions, the portion of public companies with lawyers on their boards rose from 24.5 percent in 2000 to 43.9 percent in 2009 (with a high of 47.5 percent in 2005)—an overall increase of almost 20 percent across a nine-year period. In their study, “lawyer” is defined broadly, linked specifically to whether or not a director has earned a J.D. Moreover, recent career studies have shown that a growing number of law graduates choose not to practice law—almost 20 percent according to After the JD’s nationally representative sample and more than 25 percent according to the Harvard Law School Career Study’s sample of Harvard Law graduates. This is important insofar as Litov, Sepe, and Whitehead do not distinguish between lawyers who practice law for the vast majority of their careers and those with J.D.s but who have largely pursued “nonlegal” career paths.

Figure 1. Changes in lawyer-directors 2000–2009

The graph charts three trajectories from 2000 to 2009: the percentage of outside directors over total directors; the percentage of firms with lawyer-directors; and the percentage of lawyer-directors over total directors. All three lines trend upward from one end of this time frame to the other: outside directors over total directors increase from more than 60 percent to just less than 80 percent; firms with lawyer-directors increases from 24.5 percent to 43.9 percent; and lawyer-directors over total directors increases from roughly 5 percent to roughly 10 percent.

Per Litov, Sepe, and Whitehead, “Figure 1 shows the percentage of firms in our sample of public corporations which have lawyer-directors (middle checkered line). It also shows (i) the percentage of outside directors as a share of all directors (solid line) and (ii) the percentage of lawyer-directors as a share of all directors (bottom checkered line).” Source: Lubomir P. Litov, Simone M. Sepe, and Charles K. Whitehead, “Lawyers and Fools: Lawyer-Directors in Public Corporations,” Cornell Law Faculty Publications (January 14, 2014).

Litov, Sepe, and Whitehead also find trends in their data around when a company is more likely to have a lawyer-director on its board. In addition to a general increase in boards with lawyer-directors, the authors found lawyer-directors were likelier to be found in larger companies, companies that were listed on the New York Stock Exchange, and companies with greater numbers of operating segments. They also found that external influences like increased litigation or regulation, which some industries might experience more than others, impacted the likelihood of lawyer-directors on a company’s board (for more on this, see “Banking on the Lawyers”). Litov, Sepe, and Whitehead also highlight other correlations with the presence of lawyer-directors in their data, including company value, CEO compensation, and litigation management.

It is important to note, as Litov, Sepe, and Whitehead allude, that the presence of lawyers on corporate boards has fluctuated over time. While data is hard to come by, there is evidence that suggests that during the middle decades of the 20th century, lawyers on boards were relatively common—in part because they were so intimately involved in their clients’ affairs in the absence of well-developed in-house legal departments. As a 2006 Wall Street Journal article, “Law-Firm Lawyers Kissing Their Board Seats Goodbye,” put it, “A generation ago, it was fairly customary for a big company to reserve a board seat for the ‘relationship partner’ of its go-to law firm.”

While lawyer-directors may be on the rise, there are also many lawyers with unfulfilled board aspirations.

Over time board service for lawyers became less common—even discouraged—as corporate America moved away from one-firm/one-company relationships and as high-profile scandals like Enron made headlines. Moreover, while the American Bar Association (ABA) model rules did not explicitly prohibit the practice, it was increasingly seen as a gray area. This was particularly true within law firms, where liability issues added to growing professional responsibility concerns to significantly dissuade partners from serving as board directors. As the Wall Street Journal article notes:

In the wake of Sarbanes-Oxley, Washington, D.C.-based Akin, Gump, Strauss, Hauer & Feld has decided to “strongly discourage” its lawyers from sitting on corporate boards. Bruce McLean, firm chairman, cites what he calls a “remote but real” risk of the law firm landing in hot water as the reason behind the stance. …

Statistics documenting the trend are hard to come by, but James Paul, a partner in Clifford Chance’s New York office and the internal “general counsel” to the firm’s U.S.-based offices, says the movement is real. “The firms that aren’t turning the faucet off completely are at least putting up a lot more safeguards,” he says. “They’re asking very hard questions of the partners that want to serve on a client’s board.” Moreover, the in-house counsel movement took off, increasingly powerful general counsel were often skeptical of lawyer-directors.

Given this historical context, the recent increases in lawyer-directors that Litov, Sepe, and Whitehead document are all the more revealing, with today’s lawyer-directors coming from a variety of backgrounds, including CEOs and general counsel, as well as law firm partners and former regulators. Yet, while lawyer-directors may be on the rise, there are also many lawyers with unfulfilled board aspirations. For example, according to the Association of Corporate Counsel’s (ACC) 2019 Chief Legal Officers Survey, only around 17 percent of respondents sit on the boards of for-profit companies as an outside director. The data shows chief legal officers (CLOs) in Europe comprise the highest percentage serving on boards (31 percent), with U.S. CLOs comprising the lowest (11 percent) of the geographic regions captured. As the study notes, men and women are equally likely to serve on a board.

Of the nearly 83 percent of CLOs surveyed not on boards in the 2019 ACC survey, more than half (53 percent) indicated that they were “very interested” in serving as an outside director, with another 26 percent “somewhat interested” and 10 percent “slightly interested.” According to the ACC Chief Legal Officers 2016 Survey, which reported a similar degree of outside board membership (18 percent), the top three industries of the for-profit companies where respondents served on the board of directors were construction/engineering (29 percent), retail trade (26 percent), and energy (22 percent). These numbers confirm that there is an urgent hunger for board membership by CLOs.

Through career snapshots of three current and former lawyer-directors, we examine the skills and background that facilitated their transitions.

Anecdotal evidence suggests that, like CLOs, law firm partners increasingly view board membership as a “third stage” career goal, particular as careers extend well into one’s 70s and beyond. That being said, the law firm rules and realities noted above still hold true with respect to conflicts and liability concerns. While the skills that boards are looking for are more often associated with CLOs than firm partners, as we explore more below, firm partners do serve on boards.

In this article, we take a step back to consider how today’s lawyer-directors forged career paths from law schools to corporate boardrooms. Through career snapshots of three current and former lawyer-directors, we examine the skills and background that facilitated their transitions, how they navigated their roles as lawyer-directors, and what other lawyers might learn from their experiences. In doing so, we shine the spotlight explicitly on lawyer-directors who have spent the vast majority of their careers working in legal roles—whether as partners at law firms and/or in in-house legal departments—mindful of the fact that many directors with law backgrounds who find themselves in boardrooms may not have had predominantly “legal” careers (for more, see “The Broad-Gauged Adviser”). However, highlighting a set of lawyer-directors from practice offers unique perspective to many current practicing lawyers who view the boardroom as an aspirational career destination.

Through the ranks: Maria Green

Maria Green began her legal career as a real estate lawyer. After graduating from the Boston University School of Law in 1977, Green signed on at Freddie Mac working with real estate assets and securities. Not long after, she went to work for Akin Gump in their real estate and syndication division before moving in-house at Continental Bank in Chicago working with real estate developers. In short, phase one of Green’s career was centered on real estate.

“As GC and corporate secretary I went to all the committee meetings and board meetings,” says Maria Green. “It wasn’t until I was actually in the boardroom that I started thinking, ‘I am getting a good sense of how this works, and I think I could probably add value to a board.’”

In phase two she switched practice areas and industry, going in-house at Illinois Tool Works (ITW) to do M&A work. ITW was a fast-growing, multibillion-dollar company with a legal department small enough to all fit in the same cab together. Despite Green’s lack of M&A experience, she was hired as the fifth in-house lawyer on the ITW team and quickly found she had a knack for the company’s acquisitions work. Green stayed at ITW for 18 years, serving as general counsel for the final six. Today, Green is an independent director on the boards of the Tennant Company, WEC Energy Group, and Littelfuse.

Getting onboard: In the room where it happens

The third phase of her career, Green admits, was not something she planned for far in advance. “Frankly, I was more focused on becoming the GC of a publicly traded Fortune 500 company,” she says. “I wasn’t thinking about boards beyond my core responsibilities as general counsel and corporate secretary to ITW.” But after she had been general counsel for four or five years—and after she had stewarded the company through a number of major acquisitions resulting in massive growth—Green began to consider the possibility of becoming a board director. After all, she had been “in the room where it happens” for all those years—albeit, she stresses, in a different capacity. “As GC and corporate secretary I went to all the committee meetings and all the board meetings,” she says. “And while I knew my role in those meetings, it wasn’t until I was actually in the boardroom that I started thinking, ‘I am getting a good sense of how this works, and I think I could probably add value to a board.’”

As Green notes, it is common for a company’s top lawyer to also serve as its corporate secretary to the board. And while the work of a corporate secretary is not always glamorous—Green jokes that at times she felt like a glorified event planner—there was real value in being the one to prepare meeting agendas and take minutes. When it came time for Green to take on the role as a director at subsequent companies, the boardroom held few surprises for her.

Green is also an alumna of DirectWomen, an organization dedicated to training women lawyers for board service (for more on the organization, see “DirectWomen” below). One of her key takeaways was learning the right (and wrong) way to sell your experience to a prospective board. “A lot of lawyers don’t understand that your board CV is not your lawyer CV,” Green says. “It’s a very different document because boards don’t care that much about the fact that you went to Harvard Law School or that you were a partner at a big firm.” Instead, she explains, boards are scanning your CV for other factors that might be a good fit. She continues:

What they want is specific types of the experience. They want crisis management experience, they want experience dealing with activists, they want experience in enterprise risk management. How can you think about the risks that the company is facing and help the company think about ways to manage and mitigate that risk? Those are the experiences that boards are looking for and those are the things you should focus on when you write that board résumé. That is one thing that DirectWomen helped me with.

“Remember, you’re in the room with sitting CEOs,” says Green. “They’re razor-sharp too. They didn’t have the Socratic method as part of their business school education. But they are people who are very good at issue spotting—very good at diagnosing the problem.”

Another key benefit of DirectWomen for Green was its networking function. After all, it was where she found a mentor in Mary Ann Hynes, currently senior counsel at Dentons and 2015 recipient of the Center on the Legal Profession’s Award for Professional Excellence, and the first woman general counsel of a Fortune 500 company. “We formed a connection at DirectWomen and then continued to meet back in Chicago,” says Green. “She was really a great mentor.” It was Hynes who first persuaded Green that serving on a public company board was a worthwhile opportunity. “Then about two years ago, when she got a call from Tennant Company in Minneapolis, they were looking for a director with corporate governance experience, and Mary Ann said, ‘I don’t want to do it, but call Maria Green.’ And sure enough they did, I interviewed, and that was my first board.”

The lawyer-director skill set: Know the business

When it comes to the skill set required of any board member, Green was unequivocal on the importance of one critical factor: business acumen. “You absolutely have to be somebody who understands the business side, who understands the operations, who has a good view of finance,” she says. Green’s M&A background gave her a solid baseline of experience there. “I had a deep understanding of what a negotiated transaction looked like,” she adds. “I could read a P&L, I could read a balance sheet, I could do all of those things you need to be able to do to be in the boardroom as a director.”

Another core area of expertise is operations. “You may not be an expert in the operations of that particular company, but you need to be able to learn how the company operates and understand its risk appetite, enterprise strategy, and what you as a director can do to help the company achieve that,” Green says. “And lawyers don’t always have those skills.”

Green is less convinced that lawyers bear a uniquely advantageous skill set for board service. “I think there’s a little to that, but frankly, I don’t think there’s a lot to that,” she says. She explains:

Remember, you’re in the room, for the most part, with sitting CEOs. They’re razor-sharp too. By and large, they didn’t have the Socratic method as part of their business school education. But they are people who are very good at issue spotting—very good at diagnosing the problem. And the skills that you have as a lawyer are probably equal to, but no greater than, their skills. When you’re dealing with people at that level, just about everybody in the room has the skills.

Green stresses she is not discounting the background skills lawyers often gain through their legal education (for more, see “What Boards Want”). Things like issue spotting, negotiation, and other “thinking like a lawyer” habits of the mind, she notes, are critical in the boardroom. As Green emphasizes, however, lawyers do not hold a monopoly on such skill sets.

Lessons learned: Know your lane—and stay in it

Early-career lawyers thinking about one day becoming a board director would do well to sharpen those business skills and their overall financial literacy, advises Green. They might also focus on building experience that will translate into the types of lines on the CV that boards are looking for. For some, that might be subject-area expertise, whether regulatory or industry-specific, but management experience or business advising roles can also go a long way. And, separate from how it looks on a CV, that business and operational experience is good preparation. “In a law firm setting you might be a little bit more cerebral and focused on figuring out the answers to particular issues,” Green explains. “But when you go in-house or get into the boardroom, it’s not about the academics of how you solve a particular issue. It’s about the application.”

“I could read a P&L, I could read a balance sheet, I could do all of those things you need to be able to do to be in the boardroom as a director,” says Green.

For new lawyer-directors, Green underscores the importance of establishing and maintaining good relationships on boards. “It’s a bit of a truism, but it’s a truism because it’s true: it makes it so much easier when there’s collegiality on the board,” says Green. On day one, she recommends starting with the general counsel—and affirming that you understand your role. “I can remember when I was a GC, and the last thing you want is somebody else to second-guess you and offer an alternative opinion when you’re speaking as the legal expert in the boardroom,” she says. That is why the first thing she did when she joined the Tennant Company board as a director was call the general counsel to reassure that she understood her role. “I said, ‘I plan to stay in my lane,’” laughs Green. “And the very first time I was in a board meeting and a legal question came up, when the GC answered and then they looked at me, I said, ‘You just got your answer. I don’t have a second opinion to offer. You can’t venue shop by asking me what I think.’” Establishing those roles early avoided the types of ambiguities that often antagonize general counsel and ultimately made for a more collegial atmosphere on the board.

DirectWomen

Founded as an ABA-sponsored project in 2007, DirectWomen is a national nonprofit dedicated to getting more women lawyers on corporate boards. As the organization’s website states:

DirectWomen identifies leading women lawyers from around the country who are able to provide the experience, independence, and business judgment required for board effectiveness. Through its various programs, DirectWomen develops and positions women attorney leaders for board service. It also serves as a resource for companies seeking qualified women board candidates.

DirectWomen does this through events and its cornerstone Board Institute program where “each year, DirectWomen identifies a small group of leading women lawyers from around the country to participate in the Board Institute based on an assessment of their ability to provide the experience, independence, and business judgment required for board effectiveness.” Hillary Sale—chair of the Board Institute, a member of the Financial Industry Regulatory Authority Board of Governors, and a Professor of Law and of Management at Georgetown University—adds that understanding how to pitch one’s professional experience to boards is often participants’ biggest takeaway. “We work with our women on their add value and teach them how to pitch themselves as board directors,” she says. “And there’s a whole complicated layer of gender and how women pitch themselves as opposed to men, which is its own unique situation beyond the added dimension of being a lawyer.” According to DirectWomen, “Nearly 200 women have participated in the Board Institute over the past 12 years and provide a rich pool of director candidates. Past Board Institute classes have been composed of general counsel of Fortune 500 companies, partners at top law firms, and leading lawyers from government and academia.” More than 30 percent of DirectWomen alumnae have been elected to serve on at least one corporate board.

The energy lawyer: Peggy Heeg

Peggy Heeg has taken a winding path through the legal profession. “It was unusual,” she concedes with a laugh. After earning her J.D. from the University of Louisville in 1986, Heeg began her legal career in the public sector at the Federal Energy Regulatory Commission (FERC). “When I look back, accepting a government position out of law school was probably one of the best decisions I made,” she reflects. Heeg practiced at FERC in a legal capacity drafting orders for the agency in the office of the general counsel before becoming one of the commissioner’s advisers a mere year and a half out of law school. “It was the sort of place where if you worked hard, you got a lot of responsibility quickly,” Heeg says. “So there I was—a year, year and a half out of law school—advising a commissioner on orders that were worth hundreds of millions of dollars. It gave me a lot of familiarity with the government and regulation.” That familiarity would shape the trajectory of her subsequent career—including as director on corporate boards.

“I’ve been an energy lawyer my entire career, in one form or another,” says Peggy Heeg.

After starting out at FERC, Heeg moved in-house at an energy company, El Paso Corporation, where she eventually worked her way up to the role of general counsel. After more than a decade as an in-house lawyer, Heeg transitioned to private practice, joining Fulbright & Jaworski (now Norton Rose Fulbright). Today, she is a partner at Reed Smith with a practice centered on the energy industry. “I’ve been an energy lawyer my entire career, in one form or another,” Heeg adds in summary. “Similar to banks, the energy sector is a highly regulated industry, and regulation impacts everything in the business. It was fortunate for me I made that right first step that set my path.” Heeg’s board service was no exception. Today she sits on the board of a private energy pipeline company alongside her law firm practice, having also been a director at two public energy companies along the way.

Getting onboard: Regearing for board service

Heeg’s board service aspirations crystallized relatively early in her career. After the collapse of Enron—at the time, a major force in the energy industry—Heeg took a keen interest in corporate governance issues and processes. As an in-house lawyer, Heeg notes, she had the opportunity to regularly observe board directors at work and decided that this was a job she was capable of doing. The path to realizing that goal, however, remained somewhat elusive—until she came across DirectWomen.

“If I hadn’t gone through DirectWomen, I’m not sure I would have gotten on a board,” Heeg confesses. It requires hard work to get on a board, she says, and “DirectWomen causes you to really think about the challenges of lawyers getting on boards, the challenges of women getting on boards, and how to position yourself in the best way you can to get on a board.” As Heeg explains (and as noted above), lawyers are not often the expressed first choice for a corporate board of directors, which places a premium on aspiring lawyer-directors’ abilities to pitch themselves and reframe their value. The mindset that Sale tries to underscore at DirectWomen is that lawyers should think of themselves as businesspeople in these contexts. “I don’t want to hear about the fact that you’re a lawyer,” she explains. “That’s not a sell. What’s a sell is the skills and experiences that you have as a businessperson.” (For more, see “What Boards Want.”)

For Heeg, that meant emphasizing her management roles and her value from an organizational perspective. Instead of listing her legal expertise and case history, she talked about the hundreds of lawyers who reported to her and the $60 million legal budget she oversaw. She also stressed the critical management and strategic decision-making processes she was part of as a general counsel. Heeg found these shifts in her approach critical in getting to where she wanted to go.

“Having that regulatory experience has been invaluable,” notes Heeg. “A lot of people on boards don’t have that background and don’t know how to analyze those type of issues.”

It should also be said that Heeg remained on a number of boards when she became a full-time partner at Fulbright & Jaworski and Reed Smith. As noted above (and as we see in “What Boards Want”), lawyers in private practice and/or with exclusively private-practice backgrounds remain less represented on boards of directors, particularly of public companies, as compared with general counsel. And while law firms often have to establish internal rules to govern their lawyers’ board involvement—for instance, regarding conflict issues—she believes that her service on boards makes her a better lawyer.

The lawyer-director skill set: Question assumptions

Beyond a necessary baseline of deep business and financial skills, which Heeg stresses are absolutely critical for any director, she explains that lawyer-directors also bring other skills and habits of the mind to the boardroom table. “Lawyers are typically analytical, which can be very, very helpful in a boardroom,” she says. “Thinking like a lawyer” means questioning assumptions and considering multiple viewpoints and can yield valuable insights that have nothing to do with the law. “My experience has been that I might often ask very basic questions on, say, accounting or finance—questions that people who have spent their whole career in that area would never ask,” she adds. “But often asking the question in a slightly different way may cause a discussion or identification of an issue that really needs to be explored.”

In other ways, the value proposition of a lawyer-director is not so easily generalizable. The board to which you are elected and the type of director you will be may depend in part on your specific background as a lawyer. For Heeg, having a background as an energy lawyer and a former regulator made all the difference. “A lot of people on boards don’t have that background and don’t know how to analyze those type of issues,” she says. “Having that regulatory experience has been invaluable.” (For more on the linkages between regulation and board service, see “Banking on the Lawyers.”)

Lessons learned: Again, know your role

“I might often ask very basic questions … But often asking the question in a slightly different way may cause a discussion or identification of an issue that really needs to be explored,” says Heeg.

A willingness to ask questions is one virtue Heeg emphasizes in a lawyer-director. Another is understanding which part of “lawyer-director” defines your role on the board. “General counsel are in the boardrooms, and some general counsel don’t want another lawyer in there with them,” notes Sale. “Of course, general counsel might want to consider changing that mindset if they themselves would like to go on a board one day.” As a former general counsel who has spent her fair share of time around a boardroom, the distinction between “general counsel” and “director who happened to be a lawyer” came naturally to Heeg. She stresses that her general counsel experience offered useful perspective on the difference in roles between a business lawyer and a lawyer-director. “I know when I was general counsel, I wouldn’t have wanted a lawyer to come in trying to be the general counsel as a board member,” she recalls. “It’s not their role, and it would have made things difficult.” At the same time, whether acting as a business lawyer or a lawyer-director, there is a shared purpose of acting in the best interests of the company. “There are pluses and minuses of being in a corporation and in a law firm, but one of the things I missed going to a law firm was really getting into the overall business strategy of a corporation,” Heeg adds. “You’re brought in to handle certain items, so you don’t get the whole picture of where things are going.”

The inside director: Peter Solmssen

After graduating from Harvard College in 1976 and the University of Pennsylvania Law School in 1980, Peter Solmssen clerked for two years at the United States District Court for the Eastern District of Pennsylvania for Judge Clarence Newcomer before entering private practice. As a partner first at Ballard Spahr and then Morgan Lewis, Solmssen practiced M&A law with a book of business that included General Electric. In 1998, Solmssen began his move in-house with his former client, first as general counsel of GE Plastics and later as general counsel of GE Healthcare. Next he joined Siemens, where he served concurrently as global general counsel and as the board member responsible for Siemens’ businesses in North and South America. In that role he served as the chairman of the board of Siemens Corporation in New York and of the other Siemens companies in the region. Following Siemens, Solmssen then took up the post of executive vice president and general counsel at AIG.

“When I was at Siemens, I was more than just a lawyer in the boardroom—I was operationally responsible,” recalls Peter Solmssen.

Beyond the level of insight implied by a CV that includes top in-house roles at three of the world’s most profitable companies, Solmssen has another distinction that colors his experience with corporate boards: he became general counsel for Siemens just as the company’s now-infamous corruption scandal began to take form. Board service was never something Solmssen had specifically sought, but in that moment—as both the company’s general counsel and a member of its management board as an internal director—he was thrust right into the middle of a high-profile compliance failure as the company’s top lawyer. Ultimately, Siemens’s corporate compliance program was reengineered and its managing board almost completely turned over as Solmssen and the company moved to change the organization’s culture from the top.

Getting onboard: Both a lawyer and a director

Solmssen’s journey to his first board was different from both Green and Heeg. His first formal foray into the boardroom as a director was as an internal (as opposed to outside) member, concurrently serving as Siemens’ general counsel and a member of the management board. “When I was at Siemens, I was more than just a lawyer in the boardroom—I was operationally responsible,” he recalls. “I was basically the CEO of our $30 billion business in North and South America, and I had a general counsel for these various jurisdictions. And as a CEO, it was incumbent upon me to listen to my top lawyers in the boardroom when they gave me legal advice.”

As a general counsel, Solmssen was actually quite glad to have other lawyers in the room. Arguments against lawyer-directors from the general counsel’s perspective are understandable, he notes, such as few would welcome the prospect of having their legal opinions second-guessed. In practice, however, he found having lawyer-directors in the room to be to his advantage. “They understood what I was saying and, frankly, carried water for me,” he says. “They could say to the other directors, nodding, ‘That’s right.’”

Solmssen notes that questions of ethics and professional responsibility loom large when he considers lawyers serving on boards. “For me, it felt unwise to join a board as a law firm partner,” he says. In Solmssen’s experience, it was enough just to be in the room as a general counsel even if not in the capacity of a board director. “If you served as corporate secretary, you were in the room,” he adds. “Having a vote isn’t as important as being willing to speak up.”

The lawyer-director skill set: Issue spotting

To Solmssen, lawyer-directors bring much more to the table than their direct legal expertise—though their fluency in the language of the law should not be discounted. “When so many of these decisions are judgment calls, it’s good to have people in the room who understand the risks and opportunities created by legal constraints,” he says. But that substantive legal knowledge is only part of the story. As stressed earlier, having someone in the room who can “think like a lawyer” can help boards make better decisions in ways that have little or nothing to do with the law. “You’re trained as a lawyer to be suspicious of any proposition, and so you pick apart statements that are made to you and question them,” adds Solmssen (for more on issue spotting, see “What Boards Want”). He explains:

You see a sentence that seems artfully incomplete, or you see a way of phrasing a financial conclusion, which just from the language tells you that there’s something missing there. The slightly suspicious and cynical mind that is baked into you in law school, and certainly reinforced in the practice of law, is a useful perspective for a director.

“To be a good director, it takes a huge amount of work to understand not just the business and the marketplace that the business is operating in,” says Solmssen.

The fact that lawyer-directors are often “nonexperts” in the boardroom may also unlock part of the lawyer toolbox for the benefit of the board and the company. Echoing Heeg, it means the lawyer-director can ask questions that enrich the board’s thinking—questions that might otherwise never be raised. “It’s funny because as the lawyer, in an odd way, you are insulated because people assume you don’t know anything about the technology or business,” Solmssen says. “But if you rather naively say, ‘Now, wait a minute. How can that be going up if that’s going down?’ or something like that, then the whole room goes, ‘Huh.’”

Lessons learned: Get ready to work

A part of the challenge for lawyers getting on boards is that they are rarely top of mind when it comes time to fill a seat. A board might think the company already has plenty of lawyers and that there is relatively little value gained by adding one among its ranks. That is why, to Solmssen, it is important for lawyers to distinguish themselves in other ways. Put differently, prospective lawyer-directors should not neglect their board CVs in favor of their lawyer CVs. “You need to think of some sort of industrial or technological skill that brings value to the board that isn’t being a lawyer,” he says. “It’s a lot easier than it looks when you’re involved in an industry, but lawyers don’t usually think of it. They think of trying to develop their expertise in the law that relates to the industry that they’re working in as opposed to some other aspect of it.”

Solmssen also offers words of caution to prospective lawyer-directors thinking about board service as a “quiet” third phase of their career. “I think what will come as a surprise to most new directors is how much work is involved,” he says. “To be a good director, it takes a huge amount of work to understand not just the business and the marketplace that the business is operating in, but the operations of the company as well.” All that understanding requires a lot of reading—stacks upon stacks of material, Solmssen emphasizes. “I remember telling a senior person in SEC enforcement, ‘It is not physically possible to read all these board materials, just so you know,’” he adds with a laugh. “She was horrified. I said, ‘Well, look at this. No human being can read this in the amount of time available before the next board meeting.’” Even with excellent board preparation—and perhaps more-digestible reading material—Solmssen underscores that board service is a lot of work.

Lawyer-directors or director-lawyers?

“Lawyer-director” may be a misnomer.

Data in “Banking on the Lawyers” and elsewhere shows an increasing trend of lawyers entering boardrooms. Within that broad finding are lived experiences exemplified by the stories of Maria Green, Peggy Heeg, and Peter Solmssen. Despite taking different paths to the boardroom, all three lawyers stressed the importance of business acumen, operational perspective, and a deep understanding of the company as critical skill sets for directors. As Heeg and Solmssen suggest, lawyers may also have a particular skill set in asking incisive and illuminating questions when in the boardroom. At the core, however, all three were clear that the central takeaway for lawyers looking to join boards is that the job is about being a director rather than a lawyer. While they all went to law school, practiced in law firms, served (or were serving) as general counsel, and were generally steeped and professionally socialized in the norms of the legal profession, serving as a director meant recognizing and fully inhabiting that governance role.

At the same time, Green, Heeg, and Solmssen do not suggest their backgrounds were unimportant. In many ways, the skill sets they had demonstrated throughout their careers transferred when they became strong board members. Rather, their collective takeaway was a recognition that “lawyer-director” may be a misnomer. When they were in the boardroom as “lawyer-directors,” they were, in fact, directors who happened to be lawyers. Aspiring directors would do well to position themselves as viable candidates by focusing on the skills, experiences, and approaches that boards are looking for in their directors rather than their lawyers.

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Lawyers on the Board Volume 6 • Issue 4 • May/June 2020

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