The Biases Run Deep.
If boards might ultimately value these skills, why are so few lawyers appointed?
The headhunter gatekeeping problem
Several lawyers-turned NEDs recounted near‑identical experiences with search firms. One recalled being told bluntly: “You’ll never get on a board because people don’t want lawyers. We wouldn’t even put you on a longlist.” Another called it a “hard barrier” within board practices, an unspoken rule that lawyers are too narrow, too technical, too risk‑averse. As one Chair noted “they just simply cannot get over the idea that lawyers are just nitpicking drafters. This blockage is then further reinforced by conversations with other NEDs and chairs and it is mutually reinforcing.”
Headhunters, acting as the market’s gatekeepers to large listed company boards, can fall into the trap of sector orthodoxy or fail to push back on a clients’ own misperceptions. When job specifications demand prior NED experience, which most lawyers do not have, candidates face a circular trap: one cannot get a board role without a board role. “Once in the room I’ve personally never been dismissed by a CEO or Chair as my prior experience lacking value in the boardroom, but I have by headhunters.” Even those firmly ‘on the circuit’ can struggle to stay on the circuit or progress to the higher echelons of large-listed business.
This is not always the case. One FTSE100 NED had a very different experience
The people who really helped me where the headhunters. I took the time to get to know the key firms. I found that they would listen to me, understood the breadth of my experience and were able to pitch me to their clients. I received some brilliant feedback on how I was presenting myself. One gave me an excellent piece of advice that lawyers on boards can often spend too much time in listening mode; listening and allowing debate to happen before summarising at the end point. That’s not how boards work. Chairs want opinions. If a chair has been on a board with a lawyer who just listens, they won’t want another one.”
Another noted ”My approach has been to really work with the headhunters. They need to believe they can put you in front of their clients. They will also have a perception of lawyers from their own client engagements. Rarely does a chair say “I want a former lawyer” so you’re likely to be left-field and that’s where the headhunters can help if they get comfortable with you and can match you to the chemistry of the chair.”
Misunderstood identity
Boards fear being lectured, slowed down, or submerged in detail. Lawyers are persistently mistaken for technicians, draftspersons, nit pickers, professional worriers. As one FTSE100 NED put it, “If I ask one question too many, it’s immediately attributed to my legal background. Former CFOs make exactly the same point and someone will say “well spotted!!”
One NED stated that she pre emptively sets expectations at the start of every appointment: “I am not here as cheap legal advice.”
Another noted “I’m not sure misunderstood is quite right. It’s more that they question whether they need that particular skillset on the board. They already have an excellent GC. They can buy external legal advice. You’re not there to be a lawyer. You can’t help the legal instinct, your training gives you an immediate analytical framework but it’s a launch pad, not the destination. I’ll flag relevant legal or regulatory points, but I use them to steer the broader conversation, not to narrow it. Fundamentally, you want to be at the table as a business leader who happens to have legal training, not the other way round.”
One NED particularly highlighted former senior in-house counsel “If you have been a GC in a multi-national corporation of a strong PE-backed company, the modern GC is valued because they contribute to value creation. They will have proved they accelerate deals and enhance governance and compliance credibility without slowing anything down. What more might one want on certain boards?”
The narrow executive pathway
Unlike CFOs or COOs, not many in-house lawyers have run large P&Ls. Private practice partners lead powerful franchises and have advised on a very broad range of business issues, but most have not run businesses in the way most boards understand. In house lawyers may sit on executive committees, but often without formal authority over operations beyond compliance, risk or ESG.
As one NED noted “a board is supposed to have diversity of strengths. In my experience a board is perfectly happy to say they need a marketing expert, or an HR expert, or a tech expert. I’ve seen plenty of CHROs, CMO or CSOs appointed as board members, and they haven’t run a P&L. In my view, the argument that a lawyer can’t be appointed as an NED because they haven’t run a P&L is therefore misconceived.”
Many raise corporate legal experience as being particularly valuable for highly acquisitive companies, but others say this is only to a limited degree. As one FTSE100 NED put it “you can’t get on a board just as a lawyer or banker. You need a plus; commercial experience, operational experience, something unique. Transactional experience can often be that plus. That said, I’ve sat on a board that is highly acquisitive and my M&A experience is useful, but it’s only a plus to my wider experience as a business leader. It’s not my total contribution and I’d never pitch it that way.”
M&A lawyers will have experienced and advised on a broad range of business-critical issues that demanded decisive action. Similarly restructuring lawyers may be able to demonstrate board level decision-making on people, technology or asset issues. They are often demonstrably financially literate.
One NED who had served on a board through a PE transaction mentioned that “I was selected specifically because I’d done several IPOs, I could do RemCo and I could serve on the audit committee. CEO’s spot opportunities, I was there to be a check and balance on integrity, company protection and ethics but also to keep things moving safely.”
Some argue that this specialism can be dangerous on a Board. “People often say that corporate lawyers make excellent NEDs of acquisitive companies but if the board abdicates to one person, you’ve got a problem. I use my judgement to assess whether advisors are genuinely on top of an issue, not to second‑guess drafting. Testing advisers and understanding process is valuable. Running the deal as a NED is not.”
Other areas of law can be challenging. “If you’re say a finance lawyer, or a derivates lawyer, it can be particularly challenging to demonstrate breadth. It’s not dissimilar to how boards went through a phase of appointing technologists. We had one join our board, a most brilliant background in principle. They hardly spoke for months on anything that wasn’t a technology matter. It took a really long time for the contribution to broaden. It doesn’t help the perception of specialists on that board.”
As one chair observed “Lawyers just aren’t always suited to a board. A smaller percentage are good at demonstrating real strategic impact but many are actually technicians.” Others pointed out that very senior lawyers often reach their late 40s or 50s without having served on any external board, only then discovering the market sees them as untested. “It’s remarkable how many senior lawyers reach 50 having done no preparation and assume they can walk straight into a board role just because they have been advising the boardroom. As an adviser you’re telling people what they can and can’t do. As a NED, colleagues want someone they can be 'in the trenches' with, not someone insufferable or didactic or who doesn’t have an opinion.”
The UK vs US cultural divide
Several interviewees contrasted the UK with the US, where lawyers move between executive and non-executive with ease and where the general counsel (or chief legal officer) is almost always in the room.
One summed it up bluntly “In the UK, historically the GC hasn’t been a permanent fixture in boardroom, so why would they be considered as an NED? They are always in the boardroom on my US boards. Over the last 25 years the GC has risen significantly in the US; more senior, on the ExCo, better compensated and with a wide remit and a true consigliere. Many are ideal non-executives. This will take time in the UK. That said, the GC’s role in sectors like FS, regulated utilities and often the FTSE50 has elevated but it still lags the US.”
Another mentioned “America is a more lawyerly society. Lawyers are highly respected. Many move in and out of government so are really useful on the regulatory side. Also, US boards are structurally different: less strict tenure, less emphasis on a board skills matrix, more advisory in nature, and CEOs are often executive chairs. In that environment, having a top lawyer on the board is like free legal advice.”
“US law firms don’t allow their partners to take NED roles. UK firms sometimes do, but even then, many partners never take them because they feel like they are busy. CEOs and CFOs are encouraged to take a NED role to gain experience; law firm leaders often aren’t. They need to make it more incumbent upon themselves to build outside experience.”
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