Ten Things: Presenting Legal Issues to Senior Executives

I remember my first legal presentation to the full senior executive team very well.  I had just started in and was using my hands to gesture on some point when I caught the coffee cup of the chief operating officer with my right hand and blew a geyser of coffee across her papers and across much of the table.  Oh, God!  I sat there paralyzed and wondered if I had a box handy to gather my personal effects for the walk to the parking garage that was certainly in store for me.  The CEO looked at me, and then at the COO, and just started laughing.  Then he said that it was “probably the best debut before the executive team” that he had ever seen.  We got the table cleaned up and I somehow managed to get back on track and give my presentation, but I realized (and the General Counsel reinforced) that I was pretty lucky to have a forgiving CEO with a sense of humor.  Not everyone is so lucky.

One of the most difficult things for in-house lawyers to do is present legal issues to senior management.  The first problem is usually the lack of experience in presenting to the C-Suite or the Board of Directors.  These opportunities are often rare.  Second, flying coffee aside, it can be very intimidating. Executives have little time to spare and legal issues are generally not high on their list of favorite topics.  You can feel their impatience.  Third, it can be challenging to simplify complex legal issues or the decisions that need to be made.   While it isn’t easy, every in-house lawyer needs to know how to effectively present before the senior executives of the company (including the Board of Directors).  This edition of “Ten Things” sets out the lessons I have learned over a couple of decades of presenting legal issues to the C-Suite:

1.  Know your objective.  If you are going to present before the C-Suite or the Board of Directors, do not start preparing your presentation until you have a clear objective in mind.  What is it that you want to accomplish?  What is the “ask” you are going to make?  If you don’t know, figure it out before you get in the room.  There is nothing worse to an executive than sitting in meandering presentation with no clear objective.  Lack of an objective or an ask will almost always get you what I call “The Stare.”  The Stare is the look the CEO or COO gives you when they see there is no clear point to what you are talking about.  The Stare is another way of telling you to “get to the point and stop wasting my time.”  Don’t get The Stare!  Be sure to check with your manager (or the GC) to ensure they agree with you on the goal.  If you are the General Counsel, you should check with the CEO about the objective of the presentation (especially if you’re going before the Board of Directors).

2.  Keep it simple and concise. It is critical when you are presenting legal issues to senior management that you keep the presentation as simple and concise as possible.  If you have 15 minutes to present and 40 slides, you are in deep trouble.  If you have more than a handful of bullets on a slide, you are in trouble – no one wants to see a PowerPoint slide jammed full of text. Writing in-house is different from working at a law firm.  You need to be sure to get to the point quickly.  Mumbling on about tangential issues, case law, or interesting asides is another way to get The Stare.  One way to keep things crisp is to start up front with the conclusion.  For example, “Today we are going to ask you to approve authority of up to $150,000 to settle the Smith Co. litigation.  We’re going to walk you through the analysis quickly and then open things up for your questions.”  If you happen to have sent the materials in advance, to the Board of Directors for example, you can also start with “I know you have had the materials in advance, so I am going to hit a couple of key points and then we’ll go right into the discussion portion on Slide X where we will be asking you for settlement authority.”  In other words, assume they have read the materials unless they ask you to do otherwise.  Presenting to executives described as follows: tell them the time, not how the watch works.

3.  Practice.  Unless you are the most amazing speaker and presenter ever, you need to practice your presentation numerous times.  Be sure you understand the legal issues and the facts front and back.  Stumbling through the presentation, looking for notes, or saying “I don’t know” too many times can be a career killer.  So, while it may sound lame, find a quiet conference room and practice, practice, practice.  This is especially important when you are not experienced with presenting to the top people in the company.  And, if you’re a nervous public speaker, you will be much more comfortable if you’ve gone through the presentation in practice mode a dozen times or so.  Given the stakes, including how the executive team views you, i.e., rock star or dud, the extra practice is worth the time (i.e., remember that you are always being measured).  If you can get a colleague or your manager to sit through one of your practice sessions, even better as they will have feedback on the slides and on you that can make the difference between an awesome presentation or a meltdown.  Finally, ask your manager or the General Counsel what to expect.  What’s the seating arrangement?  What’s the dress code?  Any special protocol issues you need to be aware of.  Be proactive and take charge of your presentation.

4.  Maintain the privilege.  Generally, if you are presenting on legal issues to senior management, the presentation is covered by the attorney-client privilege.  This privilege is one of the most important tools in the hands of in-house counsel.  Be sure to do everything necessary to maintain it:

  • Be sure the subject matter is appropriate to claim the privilege.  Opining on purely business issues falls outside the privilege.  You must be providing legal advice to your clients in order for the privilege to apply. Draft your slides with that in mind.
  • Properly label any presentation as “Attorney-Client Privilege – Prepared for the Purpose of Providing Legal Advice.”  If the document has an attachment or a cover email/note, label those as well.  Likewise, where appropriate in the presentation, write clearly that what’s presented is legal analysis or legal advice.  For example, “our legal opinion is….” Or “our legal advice is to ….”
  • Limit distribution to just the executive team and/or board members who need to have a copy of the presentation.  And do not share the presentation with outsiders, other than your outside counsel.  Wide distribution or sharing outside the company can waive the privilege.
  • Write the presentation as though a judge might decide it is not privileged and must be turned over to the other side.  This is a scary thought, but it does happen (and it has happened to me).  While you cannot leave out your legal advice, be careful about what you leave in.  Don’t use profanity, off-color jokes or pictures, don’t denigrate anyone, or use boastful, testosterone-driven language about “crushing” or “dominating.” Think about how a jury will read what you wrote. In other words, write smart.  And, work-in phrases that would be helpful in the event the document must be turned over.  For example, you could write “While it is clear that Smith Co. has acted in bad faith, there are some issues that concern us from the legal viewpoint.  Here is our analysis.” and then go on to list the things that your company did that may have legal consequences.  That way, if the document is turned over and your executives are confronted with it on the stand at trial they can always point to the language “Smith Co. acted in bad faith” to keep the jury focused on that vs. things your company may have done.

5.  Have a call to action.  When you end a presentation to the executives, expect them to ask you “what’s next?” or “what should we do?”  Anticipate this upfront.  The end of your presentation should have a slide with a call to action, i.e.., “the ask.”  What is it you need from the executive team?  Is it authority to take some step in litigation, or make legally important changes internally at the company, for budget to implement some technology, or key terms in a strategic transaction?  Whatever the case may be, be sure you set out what you need or the next steps in clear, concise terms.  This is true even for a status update on a project or case where the ask might be just to set up another status report in 60 days.

6.  Expect to be interrupted.  The executive team didn’t get to where they are by being potted plants.  You should expect and welcome their questions.  First, questions mean they are paying attention and are interested in what you are saying.  So, plan on them and make sure you leave time for questions.  If you only have 15 minutes, make your presentation 10 minutes long with 5 minutes for questions.  Be sure to pause after a slide or a key point and ask if anyone has questions (vs. jabbering on and making everyone wait until the end of the deck).  Second, the questions will likely be hard and you’ll need to think on your feet.  The first rule of thinking on your feet is don’t try to bullshit the executive team.  If you don’t know the answer, simply say “I don’t know but I’ll find out and get back to you.”  That’s the best you can do.  Hopefully, you’ll only have to do it once (if at all).  If you end up with ten “I don’t knows” during your presentation you’re in trouble.  But, you can prepare for questions in a couple of ways:

  • Look at each point you are making and try to come up questions you would ask if that point was presented to you.
  • Ask a colleague or manager to read the presentation and see what questions they have.
  • Talk to the GC or AGC about what types of questions the senior executive team or Board of Directors usually ask, or if they know of specific questions that are likely to come up.
  • Be sure to limit things you put into your presentation that can drive questions.  Less is more here.  The more you jam into your PowerPoint slides the more likely it is you will be asked questions, many which can detract from the conversation you want to have.  So only include the information necessary to convey what you want to convey and delete the rest.

7.  Stay humble.  Most in-house lawyers are pretty damn smart.  That’s great, it’s why the company has you on staff.  But, be wary of acting like you’re the smart person in the room.  Your role when presenting to the executive team is information giver (facts) and counselor (legal analysis) based on what you think the company should do.  But, if the executive team decides to go in a different direction, do not be overly aggressive and insisting on “your” solution as the only path forward.  Don’t be dismayed if the executive team goes in a different direction than what you recommended.  They may have information that you are not privy to, or simply have a different risk tolerance or different priorities.  While it is okay to point out any facts or analysis they may have missed, you do not want to continue to resist their decision just because you think they are dummies and missed the point.  Accept the decision and move on.  At most, go to your manager afterward if you truly believe the executive group made a horribly wrong decision that will put the company in jeopardy if not corrected.  Also, try to eliminate as much legal jargon as possible and realize that legal issues are like a foreign language to most business leaders.  Be patient and take time to explain some of the basics so the executives know what’s going on.  Finally, if you get a “yes” from the executives, shut up and get out of there.  Don’t keep presenting and talking – they may change their minds.

8.  Stay even-handed.  A close cousin to staying humble is the need to be even-handed in your presentation.  Do not try to exaggerate good facts or play down bad facts (or vice versa).  Play it down the middle.  Your role here is “truth-giver” and no executive team can make good decisions about anything, let alone legal issues, unless they know the plain truth.  Do not try to slant the facts to drive senior management to the action you want them to take.  If there is an option that you believe superior to other options, that is fine.  You can certainly relay that you think that option is the best course.  But, don’t forget to list the other options and, if they have merit, explain what that merit is but why you still think your first option is best.  The executives run the business, not the legal department.  Give them the even-handed and complete information they need to make those decisions.  They will recognize that you are doing so.

9.  Expect disaster.  If you’ve presented enough times you know that whatever could go wrong, will go wrong.  So anticipate it.  While I did not anticipate knocking a big mug of coffee all over the table, I could have thought in advance to make sure the place where I would be presenting from was clear of objects.  If you are someone new to presenting to the C-Suite, here are some common things you can anticipate:

  • Don’t assume the projector or the webcast will work.  Have hard copies of your presentation in hand (and on a thumb-drive in case the computer crashes) and have an email to the audience with the presentation attached ready to go to your remote audience just in case.  Sometimes you have to go old-school and do a page turn.
  • Go to the bathroom before you go into the meeting.  Nothing more distracting than having to run for the bathroom right in the middle of your presentation.
  • Unless you are in Marketing, skip the cool video or embedded recordings.  They will likely fail, not be loud enough, run too slowly, or whatever.
  • Realize that you may not start on-time.  Executive meetings rarely stay on schedule, so be prepared to wait in the hall.  Bring something else to work on, or keep practicing.
  • No typos.  Nothing makes you look sillier to the senior management than a glaring typo in your presentation.  Do not rely on spellcheck – do the work yourself, ask a colleague to proofread it or your spouse.  Typos are an easily avoidable problem.
  • Be prepared for having your time shortened.  You may have had 30 minutes, now it’s 15.  You may have had 15 minutes, now it’s 10.  Prepare in advance for what you would do in this situation.  Basically, you will have to get to point immediately.
  • Don’t joke around.  Sure, you’re a funny person.  Save it for your friends, not the executive team or Board of Directors.  You don’t need to be a robot, but be professional, be engaging, and be brief.

10.  Don’t be a slave to PowerPoint.  PowerPoint or whatever the Mac equivalent is are great.  But don’t let your presentation become about the slides vs. the content.  The best PowerPoint decks contain minimal text (to the extent possible).  Your slides should be more of a guide or outline of the conversation vs. reading like a legal memo.  The less content on the slide the better.  Dense text hurts the eyes and lulls people to sleep.  If you have a graphic or two that truly help tell the story, but all means use them.  But, don’t use pictures or cute animation just because you can.  For long presentations, give your audience an agenda slide showing what will be discussed.  This way they can internally pace your presentation.  When presenting, don’t just read the slides verbatim.  Once you flash a slide up your audience will begin to read it.  If you read it out loud, you’ll never keep up and you’ll bore the crap out of your audience.  Just hit the highlights of each bullet and keep the conversation moving. It is, after all, a conversation.  If you do have dense information you want to share or want to have available just in case – put it in an appendix.   Finally, check to see if there is a standard PowerPoint format you need to use for presentations.  It shouldn’t matter, but it does.

 *****

Presenting legal issues to the executive team or the Board of Directors can be a nerve-racking experience.  But, it is a necessary skill if you are going to advance within the legal department or if you’re seeking a bigger job at a different company.  If you have any ambition you should seek out opportunities to present to senior executives or, at a minimum, tag along so you can watch others present.  The keys are pretty straightforward: over-prepare, keep it simple, have a clear ask, and make it quick.  And watch out for mugs of coffee.

Sterling Miller

August 20, 2018

Ten Things You Need to Know as In-House Counsel: Practical Advice and Successful Strategies is described by the American Bar Association as “The one book all in-house counsel need to own!”  Click here for details on how to order (plus it’s 25% off this week on the ABA website!).

Cover 

If you find this blog useful, please click “follow” in the top right and you will get all new posts emailed to you directly.  “Ten Things” is not legal advice nor legal opinion and represents my views only.  It is intended to provide practical tips and references to the busy in-house practitioner and other readers. If you have questions or comments, please contact me at sterling.miller@sbcglobal.net.

My first book, “The Evolution of Professional Football,” is available for sale on Amazon and at www.SterlingMillerBooks.com

Advertisements

Leave a Reply

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out /  Change )

Google+ photo

You are commenting using your Google+ account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s