How to Write Board Materials as a GC

When you know what the board needs, but that law school brief-writing muscle kicks in anyway

If you’re a GC or senior in-house lawyer, your job isn’t just to protect the company; it’s also to make sure the board knows what matters, why it matters, and what they need to do about it.

But board materials are a language of their own. They’re not memos. They’re not briefs. And they’re definitely not law review articles. If your board packet is filled with passive voice, five-syllable words, or risk lists with no story, it’s going to get skimmed, and you’re going to lose your moment.

I’ve learned (the hard way) that if you want your legal voice to land in the boardroom, you need to be sharp, strategic, and crystal clear. Here’s how to approach each key type of board material:

1. Board Update Decks: Speak Strategy, Not Statutes

Boards don’t care about legal nuance. They care about whether Legal sees the forest and not just the trees. Your legal deck should answer one question above all: What does this mean for the business?

The best legal decks:

• Use headlines, not paragraphs

• Lead with strategy, not statutes

• Include 2–3 slides max unless you’re defending a merger

Example Slide:

• Title: “New EU AI Law May Delay Q4 Product Launch”

• Bullets:

  • Prohibited use flagged in current feature

  • Internal audit and mitigation plan underway

  • Recommendation: Delay rollout 30 days to avoid compliance risk

Avoid this: “The AI Act requires providers to ensure conformity with applicable obligations set forth under Articles 5–17.” (Yawn.)

GC confession: My first board deck had a slide titled “Recent Developments in Cross-Border Frameworks.” Nobody asked a single question. The CFO later told me it sounded like a travel brochure. And he wasn’t wrong.

2. Board Pre-Reads and Memos: Frame or Be Framed

If you’re sending materials before the meeting, do not make the board do interpretive work. Pre-reads are your opportunity to:

• Frame the issue

• Set the tone

• Define success

Keep it under 2 pages. Use subheadings and bullets. Lead with a summary paragraph:

“This memo outlines recent SEC developments impacting our incident disclosure process. If adopted, we recommend updating our internal playbook to reflect a 96-hour response window and notifying key functional teams.”

This is not the place for a 12-page memo filled with caveats. The board isn’t deciding how you interpret a regulation. They’re deciding whether the business is protected.

True story: I once sent a pre-read about a patent acquisition dispute that included a footnoted timeline of procedural history going back to 2007. The board chair’s comment? “I fell asleep three times reading this…and that was just the first page.” Brutal, but fair.

Also: write these early. If the board sees your issue framed first by the CFO’s deck, you’re already behind.

3. Board Resolutions: Keep It Tight, Clear, and Actionable

Board resolutions are legal records of corporate will. They should be accurate, actionable, and easy to understand, even for a sleepy director on slide 48.

Structure matters:

• Use “Whereas” clauses to set context

• Use “Resolved” clauses to state the actual decision

• Keep each “Resolved” focused on a single action

Example: Resolved, that the Company is authorized to enter into the Data Processing Agreement with Vendor X in substantially the form presented, subject to final legal review

Other tips:

• Include fallback options (e.g., “…subject to CFO and GC approval of final terms.”)

• Avoid overloading resolutions with too much narrative

Lesson from the field: During an employment misclassification crisis, I once submitted a resolution that tried to summarize the entire legal strategy in the “Whereas” clauses. One director called it “the War and Peace of worker status.” From then on, I stuck to the facts…and the short version.

4. Board Minutes: Don’t Make Yourself a Star Witness

Board minutes are not:

• A verbatim transcript

• A place to editorialize

• Your chance to prove you’re a good writer

They are a legal record of:

• What was discussed

• What decisions were made

• Who was present and voting

• Any follow-ups or resolutions

Golden rule: Assume they’ll be Exhibit A in litigation. Keep it factual and neutral.

Good minute: “The Board discussed potential risk exposure associated with cross-border data transfers. The GC summarized recent enforcement trends and proposed a mitigation plan. No action was taken.”

Bad minute: “The GC passionately argued that our privacy posture is insufficient and may lead to reputational damage.”

Been there: Once, I described a boardroom debate over IP ownership in an M&A deal as “tense but ultimately resolved.” Guess what showed up in due diligence six months later? That sentence. Lesson: write like opposing counsel will read it and highlight it.

5. Post-Meeting Summaries and Follow-Ups: Be the One Who Closes the Loop

After every board meeting, there’s usually a short list of legal to-dos. Don’t wait for someone else to chase you down. Send a recap note to the Board Chair, CEO, or relevant committee lead.

Include:

• What was asked of Legal

• What’s been done since

• What’s in flight or planned

Example: “Following the Board’s request at the July meeting, Legal completed an external review of our DPA template. Key recommendations have been incorporated. Updated version included in Q4 board packet.”

My moment of glory: After a board debate over IP indemnities in a vendor deal, I followed up with a crisp summary of our fallback positions, redline status, and next steps. The Chair forwarded it with a note: “This is how every exec should follow up.” I printed it out and taped it to my monitor.

6. Special Reports (Investigations, Breaches, Litigation): Tell the Truth, Tightly

Sometimes, Legal has to own the full spotlight…especially when things go sideways. A good special report should:

• Be fact-focused, not speculative

• Lay out a timeline

• Clarify what’s known, what’s not, and what’s being done

Structure:

1. Summary — One paragraph max

2. Timeline — Key dates, especially first detection

3. Current Posture — Internal and external

4. Mitigation Plan — What’s underway

5. Recommended Action — For the board or executive team

GC tip: Include a visual (timeline, heatmap, etc.). Boards love pictures that replace five paragraphs.

Personal panic: During a messy internal investigation into a terminated exec’s misuse of funds, I sent a report that casually said, “We’re evaluating potential clawbacks.” A director replied, “So we’re suing the guy?” I learned that legal nuance doesn’t travel well without caveats, context, and a plan.

7. Metrics That Matter: Use Numbers to Speak Strategy

Legal is often seen as a cost center. One way to combat that? Show metrics that tie to value.

Avoid vanity numbers like “pages reviewed.” Instead, try:

• Time-to-sign for high-value deals — Did Legal help close faster?

• Escalations resolved before litigation — Are we preventing fire drills?

• Regulatory inquiries closed with no finding — Are we keeping us out of the headlines?

• Average time to resolve internal investigations — Are we moving fast with care?

• IP assignments completed pre-funding — Are we protecting value pre-due diligence?

And always include a short narrative: “This quarter, Legal reduced average time to sign top-tier deals by 4 days which helped Sales recognize $6M in revenue early.”

GC fail: Once, I proudly included “Number of employee handbook reviews completed.” A director asked, “So…you like paperwork?” We cut that line.

8. Bonus: Read the Room, Not Just the Law

Sometimes your best board material is a few sentences, spoken clearly, at the right time.

I once had a Chair stop me mid-slide and say, “Can you just tell me if we’re going to get sued?” I put the clicker down and gave a real answer: “Not likely, but we’re treating it like yes until we close this gap.”

That got me more credibility than the 6-slide deck I was about to launch.

Final Thought: You’re Not Just a Lawyer in That Room

When you write for the board, you’re not documenting legal nuance. You’re shaping perception, enabling decisions, and building trust.

Your board materials aren’t just information, they’re signals. They tell the board whether Legal is strategic, in control, and focused on what matters.

So write like it matters. Because it does.