Startup Boards: A Field Guide to Building and Lead ing an Effective Board of Directors, 2nd Edition
A Field Guide to Building and Leading an Effective Board of Directors
2nd Edition
Published on 9. August 2022
Book
Hardback
256 pages
978-1-119-85928-4 (ISBN)
Description
A comprehensive guide on creating, growing, and leveraging a board of directors written for CEOs, board members, and people seeking board roles.
The first time many founders see the inside of a board room is when they step in to lead their board. But how do boards work? How should they be structured, managed, and leveraged so that startups can grow, avoid pitfalls, and get the best out of their boards? Authors Brad Feld, Mahendra Ramsinghani, and Matt Blumberg have collectively served on hundreds of startup and scaleup boards over the past 30 years, attended thousands of board meetings, encountered multiple personalities and situations, and seen the good, bad, and ugly of boards.
In Startup Boards: A Field Guide to Building and Leading an Effective Board of Directors, the authors provide seasoned advice and guidance to CEOs, board members, investors, and anyone aspiring to serve on a board. This comprehensive book covers a wide range of topics with relevant tips, tactics, and best practices, including:
Board fundamentals such as the board's purpose, legal characteristics, and roles and functions of board members;
Creating a board including size, composition, roles of VCs and independent directors, what to look for in a director, and how to recruit directors;
Compensating, onboarding, removing directors, and suggestions on building a diverse board;
Preparing for and running board meetings;
The board's role in transactions including selling a company, buying a company, going public, and going out of business;
Advice for independent and aspiring directors.
Startup Boards draws on the authors' experience and includes stories from board members, startup founders, executives, and investors. Any CEO, board member, investor, or executive interested in creating an active, involved, and engaged board should read this book-and keep it handy for reference.
The first time many founders see the inside of a board room is when they step in to lead their board. But how do boards work? How should they be structured, managed, and leveraged so that startups can grow, avoid pitfalls, and get the best out of their boards? Authors Brad Feld, Mahendra Ramsinghani, and Matt Blumberg have collectively served on hundreds of startup and scaleup boards over the past 30 years, attended thousands of board meetings, encountered multiple personalities and situations, and seen the good, bad, and ugly of boards.
In Startup Boards: A Field Guide to Building and Leading an Effective Board of Directors, the authors provide seasoned advice and guidance to CEOs, board members, investors, and anyone aspiring to serve on a board. This comprehensive book covers a wide range of topics with relevant tips, tactics, and best practices, including:
Board fundamentals such as the board's purpose, legal characteristics, and roles and functions of board members;
Creating a board including size, composition, roles of VCs and independent directors, what to look for in a director, and how to recruit directors;
Compensating, onboarding, removing directors, and suggestions on building a diverse board;
Preparing for and running board meetings;
The board's role in transactions including selling a company, buying a company, going public, and going out of business;
Advice for independent and aspiring directors.
Startup Boards draws on the authors' experience and includes stories from board members, startup founders, executives, and investors. Any CEO, board member, investor, or executive interested in creating an active, involved, and engaged board should read this book-and keep it handy for reference.
More details
Language
English
Place of publication
New York
United States
Target group
Professional and scholarly
Dimensions
Height: 234 mm
Width: 155 mm
Thickness: 29 mm
Weight
454 gr
ISBN-13
978-1-119-85928-4 (9781119859284)
Copyright in bibliographic data and cover images is held by Nielsen Book Services Limited or by the publishers or by their respective licensors: all rights reserved.
Schweitzer Classification
Other editions
Additional editions
Brad Feld | Matt Blumberg | Mahendra Ramsinghani
Startup Boards
A Field Guide to Building and Leading an Effective Board of Directors
E-Book
06/2022
2nd Edition
Wiley
€19.99
Available for download
Brad Feld | Matt Blumberg | Mahendra Ramsinghani
Startup Boards
A Field Guide to Building and Leading an Effective Board of Directors
E-Book
06/2022
2nd Edition
Polity Press
€19.99
Available for download
Person
BRAD FELD has invested in startups for over 25 years and co-founded Foundry and Techstars. He is the author of multiple books, including Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist and Startup Communities: Building an Entrepreneurial Ecosystem in Your City.
MATT BLUMBERG is the CEO of Bolster, an on-demand talent marketplace that supports startup and scaleup CEOs. He is the author of Startup CEO: A Field Guide to Scaling Up Your Business and Startup CXO: A Field Guide to Scaling Up Your Company's Critical Functions and Teams.
MAHENDRA RAMSINGHANI is the founder of Secure Octane, a cybersecurity seed fund in the San Francisco Bay area. He is the author of The Business of Venture Capital and The Resilient Founder: Lessons in Endurance from Startup Entrepreneurs.
MATT BLUMBERG is the CEO of Bolster, an on-demand talent marketplace that supports startup and scaleup CEOs. He is the author of Startup CEO: A Field Guide to Scaling Up Your Business and Startup CXO: A Field Guide to Scaling Up Your Company's Critical Functions and Teams.
MAHENDRA RAMSINGHANI is the founder of Secure Octane, a cybersecurity seed fund in the San Francisco Bay area. He is the author of The Business of Venture Capital and The Resilient Founder: Lessons in Endurance from Startup Entrepreneurs.
Content
Foreword
Preface
Section 1: Board Fundamentals
Chapter 1: Introduction
What's New in the Second Edition
Who This Book Is For
Magic Words, Phrases, Abbreviations, and Style
Chapter 2: The Board's Purpose
Accountability
General Responsibilities
Chapter 3: Legal Characteristics
Board Member Legal Duties
Addressing Conflicting Duties
Benefit Corporations and the B Corp Movement
Should You Get Directors and Officers Insurance?
Chapter 4: Board Member Roles
Chair or Lead Director
Executive Chair
Should You Be Chair of Your Board?
Independent Board Members
Board Observers
Outside Counsel
Chapter 5: Board Functions
The Role of Board Committees
Informal Responsibilities of a Board
Control Priorities
Being Rich and Queen (or King)
Shareholder Rights
Economic and Performance Priorities
Emotional Priorities: Trust, Judgment, and Transparency
Section 2: Creating Your Board
Chapter 6: Size and Composition
Management
Investors
Independents
Matt's Rule of 1s
Chapter 7: VCs and Boards
Chapter 8: Board Evolution
Startup Stages
Limiting the Number of Investor Board Members
Managing Independent Seats
Chapter 9: What to Look for in a Director
General Skills
Fit With Your Existing Board
What Does Your Company Need?
Experiences
Attributes
Governance Philosophy
Chapter 10: Recruiting and Interviewing Board Members
Sourcing
The Interview Process
Interviewing VCs Before They Join Your Board
Chapter 11: Compensation
VCs and Management
Independent Directors
Chapter 12: Board Diversity
Unconscious Bias
The First Step: Appoint Independent Directors Early
The Second Step: Open Your Search to Board Ready First-Timers
Chapter 13: Onboarding Your Directors
Using Employee Onboarding as a Guide
Onboarding New Directors
Interacting With Your Team
Chapter 14: Removing a Board Member
Removing a Founder Director
Removing an Investor Director
Removing an Independent Director
Getting Rid of the Entire Board
Chapter 15: Is an Advisory Board Useful?
Board of Directors vs. Advisory Board
Attributes of a Useful Advisory Board Member
Selecting Advisory Board Members
Building an Advisory Board
Challenges of Advisory Boards
Section 3: Preparing For and Running the Board Meeting
Chapter 16: Preparing for the Board Meeting
The Value of Preparation
The Meeting Agenda
Focus on Critical Items
The Board Book
Board Book Example: Matt's Board Book
Board Book Example: Rover
Sending Out the Board Book
Creating an Annual Calendar
Chapter 17: Meeting Dynamics
Seating
The Meeting Length
Including Your Team in the Board Meeting
Slides or No Slides?
Discussion or Decision Item?
The Executive Session and Closed Session
A Board Call Instead of a Meeting
Remote Attendees and Hybrid Meetings
The Post-Meeting Survey
Post Meeting
Chapter 18: Motions and Votes
Robert's Rules of Order
Have Your Lawyer at the Meeting
The Mechanics of Voting
What If You Don't Agree?
Dealing with Formal Items
Minutes
Unanimous Written Consent
Section 4: Between Meetings: Ongoing Work
Chapter 19: Managing Ongoing Communication
What the Board Expects From a CEO
Communicate Both Good and Bad News
Chapter 20: Committees
Committee Meeting Formalities
Compensation
Audit
Nominating
CEO Expenses
Chapter 21: Mentors and Learning by Doing
Mentorship and Vulnerability
Learning by Doing
Chapter 22: CEO Transitions
Situations That Lead to a CEO Change
Scale Up With Growth
Why Boards Fire CEOs
Planning for Healthy Transitions
Section 5: Transactions
Chapter 23: Financings
New Investor-Led Round
Insider-Led Round
The Down Round and a Rights Offering
How Involved Should VCs Be in Financings?
Convertible Notes
Venture Debt
Chapter 24: Stock Option Grants and 409A Valuations
Chapter 25: Selling A Company
Confidentiality
Fiduciary Responsibility
Your Outside Counsel's Role
Acquihire
Carve-Outs and 280G
Shareholder Representative
Chapter 26: Buying a Company
Negotiating and Structuring the Deal
Financing an Acquisition
Board Approvals
Managing Transaction and Post-deal Integration
Chapter 27: Going Public
Process
Committees
Confidentiality
Insider Status
VCs on Public Company Boards
SPACs
Chapter 28: 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
Section 6: For Independent Directors and Aspiring Board Members
Chapter 29: Preparing for Your First Board Role
Chapter 30: Interviewing for a Board Role
The Interview
Diligence Items to Explore
Chapter 31: Your First Board Meeting
Chapter 32: Communicating Effectively
Chapter 33: How To Be a Great Board Member
Chapter 34: Conclusion
Acknowledgments
Bibliography
Preface
Section 1: Board Fundamentals
Chapter 1: Introduction
What's New in the Second Edition
Who This Book Is For
Magic Words, Phrases, Abbreviations, and Style
Chapter 2: The Board's Purpose
Accountability
General Responsibilities
Chapter 3: Legal Characteristics
Board Member Legal Duties
Addressing Conflicting Duties
Benefit Corporations and the B Corp Movement
Should You Get Directors and Officers Insurance?
Chapter 4: Board Member Roles
Chair or Lead Director
Executive Chair
Should You Be Chair of Your Board?
Independent Board Members
Board Observers
Outside Counsel
Chapter 5: Board Functions
The Role of Board Committees
Informal Responsibilities of a Board
Control Priorities
Being Rich and Queen (or King)
Shareholder Rights
Economic and Performance Priorities
Emotional Priorities: Trust, Judgment, and Transparency
Section 2: Creating Your Board
Chapter 6: Size and Composition
Management
Investors
Independents
Matt's Rule of 1s
Chapter 7: VCs and Boards
Chapter 8: Board Evolution
Startup Stages
Limiting the Number of Investor Board Members
Managing Independent Seats
Chapter 9: What to Look for in a Director
General Skills
Fit With Your Existing Board
What Does Your Company Need?
Experiences
Attributes
Governance Philosophy
Chapter 10: Recruiting and Interviewing Board Members
Sourcing
The Interview Process
Interviewing VCs Before They Join Your Board
Chapter 11: Compensation
VCs and Management
Independent Directors
Chapter 12: Board Diversity
Unconscious Bias
The First Step: Appoint Independent Directors Early
The Second Step: Open Your Search to Board Ready First-Timers
Chapter 13: Onboarding Your Directors
Using Employee Onboarding as a Guide
Onboarding New Directors
Interacting With Your Team
Chapter 14: Removing a Board Member
Removing a Founder Director
Removing an Investor Director
Removing an Independent Director
Getting Rid of the Entire Board
Chapter 15: Is an Advisory Board Useful?
Board of Directors vs. Advisory Board
Attributes of a Useful Advisory Board Member
Selecting Advisory Board Members
Building an Advisory Board
Challenges of Advisory Boards
Section 3: Preparing For and Running the Board Meeting
Chapter 16: Preparing for the Board Meeting
The Value of Preparation
The Meeting Agenda
Focus on Critical Items
The Board Book
Board Book Example: Matt's Board Book
Board Book Example: Rover
Sending Out the Board Book
Creating an Annual Calendar
Chapter 17: Meeting Dynamics
Seating
The Meeting Length
Including Your Team in the Board Meeting
Slides or No Slides?
Discussion or Decision Item?
The Executive Session and Closed Session
A Board Call Instead of a Meeting
Remote Attendees and Hybrid Meetings
The Post-Meeting Survey
Post Meeting
Chapter 18: Motions and Votes
Robert's Rules of Order
Have Your Lawyer at the Meeting
The Mechanics of Voting
What If You Don't Agree?
Dealing with Formal Items
Minutes
Unanimous Written Consent
Section 4: Between Meetings: Ongoing Work
Chapter 19: Managing Ongoing Communication
What the Board Expects From a CEO
Communicate Both Good and Bad News
Chapter 20: Committees
Committee Meeting Formalities
Compensation
Audit
Nominating
CEO Expenses
Chapter 21: Mentors and Learning by Doing
Mentorship and Vulnerability
Learning by Doing
Chapter 22: CEO Transitions
Situations That Lead to a CEO Change
Scale Up With Growth
Why Boards Fire CEOs
Planning for Healthy Transitions
Section 5: Transactions
Chapter 23: Financings
New Investor-Led Round
Insider-Led Round
The Down Round and a Rights Offering
How Involved Should VCs Be in Financings?
Convertible Notes
Venture Debt
Chapter 24: Stock Option Grants and 409A Valuations
Chapter 25: Selling A Company
Confidentiality
Fiduciary Responsibility
Your Outside Counsel's Role
Acquihire
Carve-Outs and 280G
Shareholder Representative
Chapter 26: Buying a Company
Negotiating and Structuring the Deal
Financing an Acquisition
Board Approvals
Managing Transaction and Post-deal Integration
Chapter 27: Going Public
Process
Committees
Confidentiality
Insider Status
VCs on Public Company Boards
SPACs
Chapter 28: 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
Section 6: For Independent Directors and Aspiring Board Members
Chapter 29: Preparing for Your First Board Role
Chapter 30: Interviewing for a Board Role
The Interview
Diligence Items to Explore
Chapter 31: Your First Board Meeting
Chapter 32: Communicating Effectively
Chapter 33: How To Be a Great Board Member
Chapter 34: Conclusion
Acknowledgments
Bibliography