Every GC I know is preparing AI updates for their board. Some send quarterly decks. Others prepare deep-dive strategy sessions. Many scramble to distill fast-moving regulatory developments into digestible talking points. Yet the same problem keeps surfacing. Boards walk away overwhelmed, underinformed, or unsure what to do next.
The issue is not expertise. The issue is the communication structure.
AI is not a single topic. It is a category of technologies, risks, opportunities, and governance challenges that shift every quarter. Boards expect GCs to make sense of that ambiguity, but most legal teams still present AI the way they present other legal updates. They start with the complexity and hope the board can extract the insight.
This is backward. Boards need a narrative spine that orients them. They need a clear answer to three questions before anything else. What is happening? Why it matters. What they should do.
This is where many well-intentioned updates fall apart.
How Complexity Crowds Out Board-Level Judgment
Boards do not have infinite cognitive bandwidth. When legal teams walk in with dense memos, long lists of risks, or technical descriptions of model behavior, directors lose the plot. They stop hearing what they need and start trying to reconcile details that are irrelevant to their role.
This is not a board failure. It is a communication failure.
The board’s job is not to understand every model parameter, regulatory nuance, or implementation detail. Their job is to understand what the company is trying to achieve with AI, the level of exposure that strategy creates, and the quality of the decision-making process behind it. Anything that does not help them do that job becomes noise.
The challenge for GCs is that AI produces a lot of noise. Without a disciplined way to structure the conversation, the board gets a firehose instead of a signal. That is how misalignment builds. It is how companies end up with boards that either overreact to AI risk or treat it as a passing technical curiosity.
Both outcomes hurt the business.
A Simple Principle: Don’t Communicate AI Until You Know The Story
Before you brief the board, the GC must answer one foundational question. What is the story of AI in this company right now? Are you using AI to improve internal efficiency? Are you integrating AI into customer-facing products? Are you navigating heightened regulatory scrutiny? Are you trying to get ahead of competitors who are moving quickly?
If you cannot articulate the story in one sentence, the board will not grasp it either.
Once the story is clear, you can translate it into the governance conversation. But most lawyers never get the chance, because they start with information instead of meaning. They walk the board through the activity instead of the direction. They overindex on what legal teams are seeing rather than what directors need to understand.
This is where the What, So What, Now What model becomes indispensable.
Why The What, So What, Now What Model Works For AI
The model forces clarity. It requires you to explain the situation, the significance, and the next steps without drowning the board in unnecessary complexity. It aligns the GC’s instinct for thoroughness with the board’s need for strategic focus. And it forces the GC to make a judgment call, not a data dump.
AI is moving too quickly for meandering updates. Boards want to understand whether AI is creating opportunity, introducing exposure, or reshaping operational assumptions. They want to know where the company is positioned relative to peers. They want to feel confident that management is not only aware of the risks but is actively shaping the company’s future.
The model helps you do that by building a pathway from information to meaning to action. It guides the conversation so the board can govern with clarity rather than react with confusion.
How GCs Lose Credibility Without a Framework
Even sophisticated legal teams unintentionally overwhelm the board when they treat AI like a traditional compliance topic. They include too much detail about regulations that have not been finalized, too many definitions, or too many examples of model failure. They confuse breadth with credibility. They think thoroughness builds trust.
It does the opposite.
Boards trust clarity. They trust judgment. They trust the GC who can walk into a meeting and say something simple and true. Here is what is changing. Here is why it matters. Here is what we recommend. That kind of communication signals maturity and strategic leadership. It also demonstrates that the GC understands what the board needs, not only what the legal team knows.
This is the difference between a legal update and a governance moment.
AI Requires A Governance Lens, Not A Technical Lens
AI is transforming business models, cost structures, customer expectations, and competitive dynamics. It is also attracting political scrutiny, regulatory fragmentation, and public uncertainty. Boards want to know how those changes affect the company’s risk profile and long-term health. They do not need a technical seminar. They need a governance frame.
The What, So What, Now What model shifts the GC into that governance posture. It distills complexity down to the elements directors use to exercise oversight. It keeps the conversation grounded in business impact, not technical curiosity. It also helps the GC anticipate the kinds of questions directors will ask. How exposed are we? How does this affect our strategy? What safeguards have we built? What decisions require board-level engagement?
Without this structure, conversations drift. With it, conversations sharpen.
A Better Path Forward For AI Board Communication
The resource you shared, What, So What, Now What: Effectively Communicating With Your Board About Transformative Technology Such as Artificial Intelligence, lays out this communication method in depth. It gives GCs a repeatable way to brief boards with clarity, conciseness, and credibility. It breaks down how to diagnose the core message, separate operational detail from governance insight, and close the conversation with a clear recommendation.
It is a practical tool for every in-house lawyer navigating AI conversations with directors, and you can access it here.
The model does not oversimplify AI. It helps you explain it in a way that empowers better oversight. For boards, that is the real value.
The GC’s Role Is Evolving, And Communication Is Now A Core Skill
AI is accelerating the evolution of the GC role. Directors expect legal leaders to steward risk, influence strategy, and communicate with clarity in environments that lack stable answers. Frameworks like What, So What, Now What help GCs deliver that clarity consistently.
They also help legal teams build stronger, more confident relationships with their boards. And they prepare the organization for a future in which the pace of technological change will continue to accelerate.
If you want to sharpen your ability to communicate about complex emerging technologies, start with a structure that makes meaning out of complexity instead of amplifying it.
Boards do not need more information. They need a signal. And the GC who delivers it becomes indispensable.
Olga V. Mack is the CEO of TermScout, where she builds legal systems that make contracts faster to understand, easier to operate, and more trustworthy in real business conditions. Her work focuses on how legal rules allocate power, manage risk, and shape decisions under uncertainty. A serial CEO and former General Counsel, Olga previously led a legal technology company through acquisition by LexisNexis. She teaches at Berkeley Law and is a Fellow at CodeX, the Stanford Center for Legal Informatics. She has authored several books on legal innovation and technology, delivered six TEDx talks, and her insights regularly appear in Forbes, Bloomberg Law, VentureBeat, TechCrunch, and Above the Law. Her work treats law as essential infrastructure, designed for how organizations actually operate.
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