“It’s a Business Decision” The Phrase That Frustrates Everyone in the Room

There are certain phrases that, the moment they’re spoken, subtly shift the energy in the room. For many executive teams, one of those phrases is when legal says: It’s a business decision. 

From Legal’s perspective, it often feels like the right thing to say. Disciplined. Appropriate. Even respectful of roles. But in our Ready Set GC program sessions with our experienced C-Suite leaders, the reaction is almost universal and surprisingly visceral: They hate it. 

Not because they don’t understand what Legal is trying to do. But because of what they hear instead. What Legal may intend as clarity—this is your call—the business often experiences as distance. Or worse, as a quiet refusal to share accountability. The unspoken translation becomes: I’ve told you the risks. If this goes wrong, that’s on you. 

That gap between intent and impact is where the tension lives. Lawyers are trained to analyze, spot risk, to present options. Many have spent years in environments where their role was to advise, not to decide. This is especially true in our roles as outside counsel. We don’t dictate what our clients should or should not do; we guide, counsel, and advise. The discipline of not overstepping is part of what makes us effective. 

And that is one shift that needs to happen when you move in-house. Sometimes when Legal says, “It’s a business decision,” it can reflect a deeply ingrained and principled belief: the business owns outcomes; Legal should not run the company. But here’s where the shift happens—and where many GCs find themselves on uneven ground. When you move in-house, the expectations change, even if no one says it explicitly. You are no longer outside looking in. You are inside the room, at the table, part of the leadership team. And with that shift comes a different expectation—not just that you will identify risk, but that you will help the business move forward through it. 

In an organization, decisions rarely feel clean or compartmentalized. They are rarely purely “legal” or purely “business.” They are layered, time-sensitive, and often made with incomplete information. What leaders want in those moments is not just a map of risks, they want judgment, and solid recommendations, even if they aren’t the one the business follows. It can feel like a refusal to share the weight of the outcome.

 This reflects how the role of the General Counsel has evolved. Increasingly, boards and executives are not just looking for legal expertise; they are looking for strategic partners who can engage in decision-making, not stand adjacent to it . They are looking for judgement and the ability to weigh competing risks, business objectives, and real-world consequences, and still move toward a recommendation. 

So when Legal stops at “it’s a business decision,” what the business experiences is not respect for boundaries. It feels like a missing piece. The reality might be that both sides are right. Legal is right to preserve independence, to avoid overreach, to ensure that the business owns its decisions. The business is right to expect more than a recitation of risks from someone sitting at the leadership table. This is not a communication problem. It is a structural tension embedded in the role itself. The most effective GCs don’t try to resolve the tension by choosing one over the other. They learn how to operate inside it. 

And just as importantly, an impactful GC will understand what the business actually needs from you in the moment. Sometimes they do want a clean risk assessment. Sometimes they want a recommendation. Sometimes they want a partner in the decision itself. The mistake is assuming those are interchangeable. One of the simplest and perhaps most underused—questions a GC can ask is: “What do you need from me here?” 

There is also something more subtle underneath all of this, and that is how you see yourself in the organization. If you view yourself as separate from the business, or merely "supporting" the business, it becomes much easier to default to language like “it’s a business decision.” It draws a line. It signals where your role ends and someone else’s begins. But the most effective General Counsels don’t experience themselves that way. They see themselves as business colleagues—part of the leadership team, not outside of it. They are not observing the business; they are operating within it. And while their lens is legal, their role is broader. They are there to help the business make better decisions, not just safer ones. 

And when you see yourself that way, your language shifts. You don’t step back at the moment the decision gets hard. You lean in—with perspective, with judgment, and with a point of view. Because the goal is not to say, “it’s a business decision.” The goal is to ensure the business can make the right decision—with Legal fully in the room. 

Deborah Solmor

Founder, Ready Set GC