Outside Counsel Attendance At Board Meetings

I’ve been thinking a lot recently about lawyer attendance at board meetings.  Normally, most venture-focused law firms attend board meetings free of charge.  And like most things in life, people value things by how much they pay for them.  (If you don’t believe me, check out the healthcare and education industries, to name a few).

This isn’t to mean that I don’t value counsel’s opinions on the company, rather, many times I feel badly for the attorney who is sitting in an hours long board meeting while I know (from my past life) that they have many other clients needing their help, all along the while they are bored and sneaking in peeks of their Blackberry*

It’s time to be more considerate to our lawyers who are already volunteering their time.  Effective immediately, I’m going to recommend to all the companies that I’m involved with to take the following approach to board meeting agendas.

1. Start with a 5-15 minute overview of the company.  This is a quick status update, quick financial update, the “good, bad and ugly” and what agenda topics the CEO wants to talk about with the board.  This will give the lawyer (and the board) a backdrop to which have all other conversations;

2. Then immediately jump into the administrative stuff like option grants, approvals, etc.  If there are any legal issues out there, discuss them upfront;

3. Then let the lawyer go if he / she wants.  If they want to stick around, by all means they are invited to, but if they have better things to do, then so be it.  We get it.  It’s not a secret that we aren’t their  only client.  If we were, we wouldn’t want them as our lawyer; and

4. Business / strategy part of the board section.  If any legal issues come up, we can loop back in the lawyer later.

Note that with the quick hit summary upfront, a properly skilled and attentive lawyer may determine that they should stick around for other parts of the discussion.  That is absolutely cool.  Also, on some of my boards, the lawyers have become valuable business advisors, so this idea might not actually change the way they do business, but for the majority of folks I think this will have a positive impact.

I’ve done this recently at a couple of board meetings and each time, the lawyer has sent me a thank you note.  And my belief is that most of the good lawyer folks out there will remember who treats their time with respect and when push comes to shove will try extra hard for the clients they like the most.  In short, everyone wins.

(*  Yes, Blackberry.  Still not sure how y’all deal with that crummy piece of hardware, but good luck with that).