Оглавление
Brad Feld. Startup Boards
Table of Contents
List of Tables
List of Illustrations
Guide
Pages
STARTUP BOARDS
Foreword
Preface
Chapter 1 Introduction
What's New in the Second Edition
Who This Book Is For
Magic Words, Phrases, Abbreviations, and Style
Note
Chapter 2 The Board's Purpose
Accountability
General Responsibilities
Chapter 3 Legal Characteristics
A Board Member's Legal Duties
Addressing Conflicting Duties
Benefit Corporations and the B Corp Movement
Should You Get D&O Insurance?
Note
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
Note
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
Notes
Chapter 6 Size and Composition
Management
Investors
Independents
Matt's Rule of 1s
Notes
Chapter 7 VCs and Boards
Notes
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
Notes
Chapter 12 Board Diversity
Unconscious Bias
The First Step: Appoint Independent Directors Early
The Second Step: Open Your Search to Board-Ready First-Timers
Notes
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
Notes
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
Notes
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
Notes
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 the Closed Session
A Board Call Instead of a Meeting
Remote Attendees and Hybrid Meetings
The Post-Meeting Survey
Post Meeting
Notes
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
Notes
Chapter 19 Managing Ongoing Communication
What the Board Expects from a CEO
Communicate Both Good and Bad News
Note
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
Notes
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
Notes
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
Note
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
Chapter 29 Preparing for Your First Board Role
Note
Chapter 30 Interviewing for a Board Role
The Interview
Diligence Items to Explore
Chapter 31 Your First Board Meeting
Chapter 32 Communicating Effectively
Note
Chapter 33 How to Be a Great Board Member
Chapter 34 Conclusion
Acknowledgments
Bibliography
Index
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