Based on BarkerGilmore’s 2026 GC-Board Alignment Gap report and insights shared by corporate directors and former General Counsel during BarkerGilmore’s June 2026 executive leadership webinar. Insights from experienced corporate directors reveal what distinguishes a trusted legal advisor from a strategic business leader.
Contributors: Marla Persky | Mary Ann Hynes | Anna Richo | Nichelle Maynard-Elliot
The expectations placed on General Counsel have evolved considerably. As organizations navigate regulatory complexity, geopolitical uncertainty, and increasing scrutiny of corporate governance, boards expect senior legal executives to contribute far beyond traditional legal oversight.
BarkerGilmore’s 2026 GC-Board Alignment Gap, which gathered perspectives from 157 Chief Legal Officers and 34 board members representing 191 companies, examined how legal executives and directors perceive the General Counsel’s role in strategy, governance, and enterprise value.
While both groups recognize the importance of strategic legal leadership, the research and accompanying discussions with experienced corporate directors highlight an important distinction: Understanding what boards expect is not the same as consistently demonstrating the leadership qualities that earn board confidence.
Strategic Business Judgment Is the Foundation of Board Confidence
Corporate directors increasingly expect General Counsel to approach legal matters through the lens of enterprise strategy. Technical expertise remains essential, but the ability to understand commercial priorities and contribute to business decisions is what distinguishes an effective legal executive.
Anna Richo, a corporate director serving on the boards of Exelon and Illumina, described the expectation: “I expect the GC to view themselves as the business partner who brings the legal and other expertise to the table, but first and foremost, as the business partner.”
For General Counsel, strategic leadership requires understanding how the organization creates value, where competitive pressures exist, and how legal considerations affect long-term objectives. Whether evaluating an acquisition, entering a new market, or navigating regulatory uncertainty, the most effective legal executives move beyond identifying constraints to helping leadership evaluate options and make informed decisions.
Directors also expect General Counsel to contribute to discussions that extend beyond explicitly legal matters. Meaningful participation in enterprise strategy demonstrates an understanding of the business and reinforces the legal function’s role in organizational leadership.
Boards Want Proactive Risk Assessment and Independent Judgment
Effective risk management requires more than communicating legal exposures. Boards need General Counsel who can anticipate emerging challenges, explain their business implications, and provide clear recommendations.
As Anna observed: “Boards want a holistic view, so they don’t want to just hear all the good stuff. They want to hear what are the risks.”
Nichelle Maynard-Elliott, an independent director and Compensation Committee Chair at Xerox, similarly emphasized that legal and regulatory knowledge represents a baseline expectation. The greater contribution comes from connecting that expertise to enterprise risk and strategic decision-making.
Independent judgment is equally important. General Counsel must maintain productive relationships with executive leadership while recognizing that the ultimate professional obligation is to the organization. When significant legal, ethical, or governance concerns arise, directors must have confidence that material information will be communicated appropriately, even when the conversation is difficult.
Mary Ann Hynes, BarkerGilmore Strategic Advisor and Executive Coach, summarized the responsibility: “If there is a risk that is probable and material, you have to say it, but you have to say it in the right way.” The strongest legal leaders combine professional independence with sound executive judgment, ensuring that difficult advice is delivered constructively and in a manner that supports responsible decision-making.
Strong Board Relationships Require More Than Formal Access
Board confidence is built through consistent engagement, credibility, and trust. Formal reporting structures and board meeting attendance create opportunities for interaction, but meaningful relationships develop through preparation, thoughtful communication, and ongoing professional engagement. As Mary Ann noted: “Alignment improves relationships, not structure alone.”
Marla Persky, BarkerGilmore Strategic Advisor and Executive Coach, emphasized the value of informal conversations with directors. Opportunities before and after meetings, during breaks, or through appropriate follow-up discussions can help General Counsel understand individual perspectives and establish credibility beyond formal presentations.
Anna also identified director onboarding as an important opportunity for relationship development. By helping new directors understand the organization, its operations, and its governance priorities, General Counsel can demonstrate business knowledge while establishing relationships that support future collaboration.
Such engagement becomes particularly valuable when difficult decisions arise. Directors are more likely to rely on legal executives who have already demonstrated sound judgment, reliability, and an understanding of the organization’s priorities.
Clear Communication Turns Legal Expertise into Executive Influence
Even the strongest legal analysis has limited value if directors cannot readily understand its implications. Boards need concise explanations of material issues, relevant risks, available options, and recommended actions.
Mary Ann illustrated the importance of clarity through an example involving a longstanding international dispute. After years of technical discussions, a straightforward explanation of the underlying business issue helped a senior financial executive recognize its significance.
Her advice was simple: “Be sure you’re clear in your communications. That’s the bottom line. Be sure you’re being clear, and, you know, be a leader.”
Effective General Counsel translate complex legal considerations into business language without sacrificing accuracy. Rather than overwhelming directors with technical details, the objective is to provide sufficient context to support informed oversight and decision-making.
Communication also shapes how the board perceives the broader legal function. General Counsel who develop talented teams, recognize colleagues’ contributions, and create appropriate opportunities for senior legal professionals to engage with leadership demonstrate organizational capability beyond individual expertise.
What Board Expectations Mean for General Counsel Selection and Development
The distinction between legal expertise and strategic leadership has significant implications for organizations hiring or developing General Counsel.
Boards and CEOs should evaluate candidates not only on technical qualifications and industry experience, but also on demonstrated business judgment, enterprise risk awareness, independent decision-making, and the ability to build productive relationships with senior executives and directors.
For sitting General Counsel, strengthening board influence requires deliberate attention to the same capabilities. Greater business fluency, proactive engagement, and clearer communication can help legal leaders expand their strategic contribution and establish stronger relationships with corporate directors.
Ultimately, board influence is earned through the consistent demonstration of executive leadership, not simply through title or access.
The General Counsel who understands the business, anticipates material risks, exercises independent judgment, and communicates with clarity becomes more than a source of legal advice. Such an executive becomes a trusted partner in protecting and advancing the organization’s long-term interests.
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