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Presented at the UP Global Summit that happened last weekend, a new paper from Kauffman Fellow Suren Dutia makes a convincing argument for the need for a board of directors early in a company’s life cycle.
A board of directors and the need for corporate governance is an often over looked aspect in early stage companies. However, having a board of directors can lend experience to the company as well as a built-in mechanism for mentorship. Brad Feld and Mahendra Ramsinghani address this in detail in their new book, Startup Boards.
This paper from Dutia gives a good overview of the issues surrounding an early stage board of directors including why a board is needed and how board members are compensated.
You can find the full paper here.
Your Story, a site built for entrepreneurs in India, published a review of Startup Boards: Getting the Most of Your Board of Directors. The review is quick to point out that this book is a critical read for entrepreneurs that are about to take on institutional funding and need to understand investor dynamics.
The post also contains a chart that summarizes the high level themes of the book.
Read the full review here.
Christoph Trappe, the reviewer, notes its easy to comprehend writing style and the book’s necessity for entrepreneurs wondering about the value of starting a board as well as those who already have a board.
Read the full review here.
I write books not to be the authority on an issue but to lay a foundation for an informed conversation. Below are the welcome additions to Startup Boards from David Thomas, a partner at WSGR in Palo Alto. These comments will join an errata when it becomes necessary.
You suggest that the idea of an executive session is useful for board discussion because it’s an attorney / client privileged discussion. But you don’t explain until later that the presence of the lawyer at the meeting is what makes it privileged. You clearly know this, but could be people who don’t.
The discussion of 280G isn’t as clear as it could be. A few comments on that:
- I’d drop a footnote that any payments in connection with a change in control could be parachute payments, not just carveouts (e.g., if acceleration is approved)
- I’ve never heard the term “280G election”. It’s always referred to a “280G vote” or a “280G cleansing vote”. From a pattern recognition perspective, you’re on your side of the votes much more than I am, so it could be phrasing that board types use.
- This one I’d strongly urge you to make—you say that 75% of shareholders not affected by the vote get to vote. This implies that the common holders who are the shareholders most affected are not counted in your 75%, which is absolutely not true. You meant to say 75% of shareholders not benefiting from the carveout.
Following are some nits around the Section 409A discussion:
- “Artificially low” implies that it has to be really discounted to be a problem, when in actuality 1 cent low and 1 dollar low have the same effect once the IRS audit starts.
- I’d also point out that serial acquirers are likely a bigger risk than the IRS. Google, Cisco, and Oracle look at this stuff closely.
- This and the next one are personal nits, IRS didn’t establish Section 409A, that was Congress.
- It actually happened October 4, 2004 “a day that will live in infamy” not in 2005
A great summary and review of Startup Books is currently up on Tech Cocktail: A Book in 5 Minutes: “Startup Boards” by Brad Feld and Mahendra Ramsinghani.
Get the overview of the book from Tech Cocktail then get the full read here: http://startuprev.com/boardbook
Check your Twitter feeds on 1/7 at 1:00pm MT for a Tweet Chat between Brad Feld, Mahendra Ramsinghani, and Mark Rogers.
This online event is hosted by Board Prospects.
If you are on a board, or if you are in the process of starting a board, this is a great opportunity to ask the authors of Startup Boards: Getting the Most Out of Your Board of Directors questions. To do so, tweet the question with #startupboards included in the message.