Startup Boards · Getting the Most Out of Your Board of Directors by Feld, Brad -- Read -- Imperial Library of Trantor

Index

Contents Title Copyright Foreword Acknowledgments Part One: Overview

Chapter One: Introduction

Why Does a Startup Need a Board? The Board Is an Extension of Your Team Who This Book Is For Magic Words, Phrases, and Abbreviations Notes

Chapter Two: What Is a Board?

Value Creation, Accountability, and Transparency Legal Duties of a Board Member Chair or Lead Director The Role of Board Committees Other Functions of a Board Note

Part Two: Building Your Board

Chapter Three: Creating Your Board

The Board’s Technical Priorities: Economics and Control The Board’s Emotional Priorities: Trust, Judgment, and Transparency Composition of the Board Identifying Great Board Members The VC Firm Matters as Much as the Person Independent Board Members The Role of an Executive Chairman Board Observers Your Lawyer Should Gender Diversity Matter? Being Rich and King Notes

Chapter Four: Recruiting Board Members

The Value of Good Board Members Helping You Think Big or Killing Your Company Characteristics and Skills of a Board Member Recruiting Board Members Checking References Preparing for an Expansion-Stage Board Notes

Chapter Five: The Formal Structure of the Board

Certificate of Incorporation The Impact of a Financing on the Certificate of Incorporation Why VCs Want Board Seats Notes

Chapter Six: Aligning Your Board

Motivation and Communication Compensation Orienting Your New Board Members Lessons from Experience Note

Chapter Seven: Is an Advisory Board Useful?

Should You Have an Advisory Board? Attributes of a Useful Advisory Board Member Selecting Advisory Board Members Challenges of Advisory Boards Notes

Part Three: The Business of the Board Meeting

Chapter Eight: The Actual Board Meeting

Creating an Annual Calendar The Meeting Agenda Focus on Critical Items Sending Out the Board Package Meeting Length A Board Call Instead of a Meeting Remote Attendees Meeting Hygiene Managing Interpersonal Dynamics Including Your Team in the Board Meeting The Executive Session After the Meeting Notes

Chapter Nine: Motions and Votes

Robert’s Rules of Order The Agenda Have Your Lawyer at the Meeting The Mechanics of Voting on Motions What If You Do Not Agree to a Motion? Dealing with Formal Items Minutes Unanimous Written Consent Notes

Chapter Ten: Legal Challenges

When the Going Gets Tough Minimizing Legal Challenges Pragmatic or Idealistic? Notes

Part Four: Communications

Chapter Eleven: Managing Ongoing Expectations

What the Board Expects from a CEO Communicate Both Good News and Bad News Things CEOs Can Do to Get in Trouble with Their Board What CEOs Should Expect from the Board Using Your Board’s Social Capital Board Member as Psychologist Note

Chapter Twelve: Trying New Things

Continuous Information Learning by Doing: Serving on Other Boards

Chapter Thirteen: Communication Conflicts

Emotion Versus Logic Reciprocation Groupthink Your VC Firm Invested in a Competitor What Happens If Your Board Member Ends Up on the Board of Your Competition? Walking Dead VC Partner Walking Dead VC Firms Interpersonal Conflict between Board Members and Management It All Comes Down to Trust

Chapter Fourteen: CEO Transitions

Situations That Lead to a CEO Change Scale Up with Growth, or You Will Get Scaled Out Why Boards Fire CEOs Planning for Healthy Transitions Board Transitions Getting Rid of the Entire Board Notes

Part Five: Transactions

Chapter Fifteen: Financings

New Investor-Led Round Inside-Led Round The Down Round and a Rights Offering How Involved Should VCs Be in Financings?

Chapter Sixteen: Selling a Company

Confidentiality Fiduciary Responsibility Your Lawyer’s Role Acquihire Carve-Outs and 280G Shareholder Representative

Chapter Seventeen: Going Public

Process Committees Confidentiality Insider Status VCs on Public-Company Boards

Chapter Eighteen: Going Out of Business

The Zone of Insolvency Responsibility to Creditors Responsibility to Shareholders Liability Chapter 11 Chapter 7 Assignment for the Benefit of Creditors

Chapter Ninteen: Conclusion

Appendix

Interviews Bibliography About the Authors Excerpt from Startup CEO Index