🛑 Cue the stop sign: why advising a Board as Outside Counsel isn’t the same as being an outside director lawyer on a Board

I often hear this from lawyers (and many others!):

“I’ve advised boards for years. I know how they work. I’m ready to serve on one.”

But I have one thing to tell you ... Advising the board& management of a company client, as external counsel, is not the same as serving as a lawyer on a board in an outside director role.

Cue the stop sign. 🛑 Let’s break this down.

You’re not there to be the board’s lawyer

Boards already have a legal department. They have in-house counsel, a General Counsel, and external law firms (maybe not yours!).

So when you are sitting on the board, you are not there to be the legal adviser, even if that’s been your professional identity for decades.

Yes, for sure, legal issues might come up. And yes, your experience might be helpful in specific moments, especially if it’s a situation you’ve seen before or handled as counsel.

But most of the time, you’re not offering legal advice. You’re offering something broader and far more strategic.

The Real Shift: from Legal Lens to Outside Director Lens

To make the mindset shift clearer, here’s a side-by-side view of how your role and perspective evolve when moving from outside counsel to an outside director lawyer on a board:

The real pivot lies in how you think, what you contribute, and how you see your role in the bigger picture:

You’re not there to be the board’s lawyer

Boards already have a legal department. They have in-house counsel, a General Counsel, and external law firms (maybe not yours!).

So when you are sitting on the board, you are not there to be the legal adviser, even if that’s been your professional identity for decades.

Yes, for sure, legal issues might come up. And yes, your experience might be helpful in specific moments, especially if it’s a situation you’ve seen before or handled as counsel.

But most of the time, you’re not offering legal advice. You’re offering something broader and far more strategic.

The Real Shift: from Legal Lens to Outside Director Lens

To make the mindset shift clearer, here’s a side-by-side view of how your role and perspective evolve when moving from outside counsel to an outside director lawyer on a board:

The real pivot lies in how you think, what you contribute, and how you see your role in the bigger picture.

Outside Director thinking = legal mindset, rewired

As an outside director, you still think like a lawyer, but not to solve legal problems. You use that mindset to:

✅ Ask better questions

✅ Sense risk before it surfaces

✅ Spot cultural or ethical blind spots

✅ Guide long-term thinking, not just legal positioning

You're not being legalistic, you're being strategic.

Especially on Japanese corporate Boards…

Being a lawyer who is an outside director on a Japanese corporate Board, brings extra nuance.

  • You are expected to read the room (空気を読む "kuuki wo yomu") and speak when it matters.

  • You are valued for your perspective, not just your pedigree.

  • You are balancing company tradition with transformation of the company.

It is not about being the most knowledgeable person in the room. You probably aren't. It is about being the most attuned and able to provide real value.

So if you're a lawyer eyeing up an outside director role (i.e. waiting to be invited to serve on a board):

Ask yourself: are you ready to let go of being the adviser and step fully into the outside director’s seat?

Because boards don’t need another lawyer.

They need an outside director who understands the law ... and a whole lot more.

💬 For those who’ve made the leap: What helped you make this mindset shift?

#lawyers #boardofdirectors #governance #careerchange #leadership #japan #lawyerthinking #directorready #careerpivot

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🎙 About Me

I’m a lawyer, board member, podcaster, coach, and advocate for multi-pathways in law, women in leadership, and good governance. I host Lawyer on Air Japan’s #1 podcast for legal careers - where I bring you award-winning insights and inspirational inside stories about working in law as a woman in Japan. Whether you are aspiring to build a law and governance career in Japan or already practicing or on a board, this is your go-to guide for navigating Japan’s legal and governance landscape. Through real-life stories from the podcast, my coaching practice, and my boardroom experience, I share what’s shaping the legal market in Japan - what is worth paying attention to, what is not worth losing sleep over, and how to thrive personally and professionally in this world. 

🔗 Lawyer on Air Podcast | Japan's Top Legal Careers Podcast 

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Catherine’s Monthly Wrap Up - June 2025