Preparing a report for the company’s board of directors is one of the key tasks and responsibilities of an in-house counsel.
How do you go about it?
The report is typically prepared on a quarterly and annual basis, although you may maintain a weekly tracker for internal purposes.
*The good news is that you can use AI to automate a lot of the legwork, prepare templates and a draft framework, once you know what the first principles are*.
We created one board’s report with the use of AI.
Tap on ‘Steps’ to know the steps as to how we did it and what was the output.
There are many cutting-edge and exciting tasks performed by in-house counsels on a day-to-day basis, like creating compliance calendars, legal MISes liaising with external litigators and law firms, using legal tech software, etc.
If you want to learn such skills and get a step-by-step roadmap to get a job as an in-house counsel, join us in the 3-day bootcamp between Feb 9 – Feb 11, 2024 from 7 pm -10 pm.
<Steps>
Before we get to drafting the board’s report, let’s understand how exactly the report could be presented.
The report could be presented as a running document with a list of key highlights, with further details in an annexure.
Here is a list of the top 10 items:
- Provide information about any new collaborations, joint ventures, or other material contracts, information about any new IP licenses obtained/IP registrations
- Add information about any new licences or approvals required/ applied for. This is usually triggered when a new product/service category is launched in a regulatory space. Sometimes, a new regulation may be passed requiring a license/approval for existing business.
- Comprehensive information about statutory compliance is NOT REQUIRED to be mentioned here. It is to be maintained internally in a separate compliance tracker. Only highlight information about statutory notices or proceedings.
- Inform the board about any ongoing dispute – contractual, arbitration, regulatory, tax, IP, white collar, etc. It is best to include scenarios in the pre-litigation/ “notice wars” stage as well. Explain the feasibility or absence of settlements in any ongoing disputes.
- Explain risks clearly. For example, outstanding POSH complaints, any remarkable social media outcry against the company or high-value litigation, or ongoing regulatory disputes/sanctions (e.g. RBI’s recent action against Paytm), any remedial steps undertaken will need to be highlighted.
- Include aggregate information about the progress and pendency of internal disciplinary proceedings against employees, if any. Preserve confidentiality requirements of the identity of the parties involved.
- Apart from legal consequences, flesh out reputational and financial consequences. Add criteria for materiality – e.g. serious reputational consequences, risk of directors’ imprisonment, high fines, strategic disadvantage or a minimum monetary consequence of a specific amount.
- Your understanding of what could be material from the board’s perspective is crucial to discharge your responsibility. You need to be on top of your legal knowledge from a compliance, contracts and disputes perspective.
- Mention information about any ongoing restructuring, acquisition or financing transactions that are contemplated, underway or recently completed.
- Finances are crucial – mention the budgetary outlay, expenses of the prior period, point out any deviations (with justification)
As you see, the scope of compliance, disputes and contractual knowledge required is very vast.
This is a high-end application of your work as an in-house counsel.
Once you know these first principles and have the necessary information at hand, we can start creating a sample report for the board using AI in minutes.
Always start with a summary/key highlights. Here are the prompts and the AI-generated output for the summary.
The next step is to attach a detailed table of all items. It could be a consolidated table or separate annexures for each category in case the list is larger (for ease of navigation).
Here are the prompts and the AI-generated output for the table.
Here is the consolidated output (human-edited) for the board’s report (Google doc summary), with the table attached.
Feel free to use it!
Did you like learning about this?
It is not necessary for you to be a full-time in-house counsel to utilise this report.
There are many independent lawyers who provide a “fractional General Counsel” or “Outsourced In-house Counsel” services.
You can also prepare this for your own clients who have provided retainers, especially if they have a high volume of legal work.
Very often, they may not know on their fingertips about the volume of ongoing legal work and stakes involved.
Who knows, it might just help you later in increasing the retainer!
There are many cutting-edge and exciting tasks performed by in-house counsels on a day-to-day basis, like creating compliance calendars, legal MISes liaising with external litigators and law firms, using legal tech software, etc.