Startup Boards, 2nd Edition

Startup Boards, 2nd Edition

by Brad Feld, Matt Blumberg, Mahendra Ramsinghani
Released June 2022
Publisher(s): Wiley
ISBN: 9781119859284

Read it now on the O’Reilly learning platform with a 10-day free trial.

O’Reilly members get unlimited access to books, live events, courses curated by job role, and more from O’Reilly and nearly 200 top publishers.

Start your free trial

Book 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.

Table of contents

  1. Cover
  2. Title Page
  3. Copyright
  4. Foreword
  5. Preface
  6. Section 1: Board Fundamentals
    1. Chapter 1: Introduction
      1. What's New in the Second Edition
      2. Who This Book Is For
      3. Magic Words, Phrases, Abbreviations, and Style
      4. Note
    2. Chapter 2: The Board's Purpose
      1. Accountability
      2. General Responsibilities
    3. Chapter 3: Legal Characteristics
      1. A Board Member's Legal Duties
      2. Addressing Conflicting Duties
      3. Benefit Corporations and the B Corp Movement
      4. Should You Get D&O Insurance?
      5. Note
    4. Chapter 4: Board Member Roles
      1. Chair or Lead Director
      2. Executive Chair
      3. Should You Be Chair of Your Board?
      4. Independent Board Members
      5. Board Observers
      6. Outside Counsel
      7. Note
    5. Chapter 5: Board Functions
      1. The Role of Board Committees
      2. Informal Responsibilities of a Board
      3. Control Priorities
      4. Being Rich and Queen (or King)
      5. Shareholder Rights
      6. Economic and Performance Priorities
      7. Emotional Priorities: Trust, Judgment, and Transparency
      8. Notes
  7. Section 2: Creating Your Board
    1. Chapter 6: Size and Composition
      1. Management
      2. Investors
      3. Independents
      4. Matt's Rule of 1s
      5. Notes
    2. Chapter 7: VCs and Boards
      1. Notes
    3. Chapter 8: Board Evolution
      1. Startup Stages
      2. Limiting the Number of Investor Board Members
      3. Managing Independent Seats
    4. Chapter 9: What to Look for in a Director
      1. General Skills
      2. Fit with Your Existing Board
      3. What Does Your Company Need?
      4. Experiences
      5. Attributes
      6. Governance Philosophy
    5. Chapter 10: Recruiting and Interviewing Board Members
      1. Sourcing
      2. The Interview Process
      3. Interviewing VCs Before They Join Your Board
    6. Chapter 11: Compensation
      1. VCs and Management
      2. Independent Directors
      3. Notes
    7. Chapter 12: Board Diversity
      1. Unconscious Bias
      2. The First Step: Appoint Independent Directors Early
      3. The Second Step: Open Your Search to Board-Ready First-Timers
      4. Notes
    8. Chapter 13: Onboarding Your Directors
      1. Using Employee Onboarding as a Guide
      2. Onboarding New Directors
      3. Interacting with Your Team
    9. Chapter 14: Removing a Board Member
      1. Removing a Founder Director
      2. Removing an Investor Director
      3. Removing an Independent Director
      4. Getting Rid of the Entire Board
      5. Notes
    10. Chapter 15: Is an Advisory Board Useful?
      1. Board of Directors vs. Advisory Board
      2. Attributes of a Useful Advisory Board Member
      3. Selecting Advisory Board Members
      4. Building an Advisory Board
      5. Challenges of Advisory Boards
      6. Notes
  8. Section 3: Preparing for and Running the Board Meeting
    1. Chapter 16: Preparing for the Board Meeting
      1. The Value of Preparation
      2. The Meeting Agenda
      3. Focus on Critical Items
      4. The Board Book
      5. Creating an Annual Calendar
      6. Notes
    2. Chapter 17: Meeting Dynamics
      1. Seating
      2. The Meeting Length
      3. Including Your Team in the Board Meeting
      4. Slides or No Slides?
      5. Discussion or Decision Item?
      6. The Executive Session and the Closed Session
      7. A Board Call Instead of a Meeting
      8. Remote Attendees and Hybrid Meetings
      9. The Post-Meeting Survey
      10. Post Meeting
      11. Notes
    3. Chapter 18: Motions and Votes
      1. Robert's Rules of Order
      2. Have Your Lawyer at the Meeting
      3. The Mechanics of Voting
      4. What If You Don't Agree?
      5. Dealing with Formal Items
      6. Minutes
      7. Unanimous Written Consent
      8. Notes
  9. Section 4: Between Meetings: Ongoing Work
    1. Chapter 19: Managing Ongoing Communication
      1. What the Board Expects from a CEO
      2. Communicate Both Good and Bad News
      3. Note
    2. Chapter 20: Committees
      1. Committee Meeting Formalities
      2. Compensation
      3. Audit
      4. Nominating
      5. CEO Expenses
    3. Chapter 21: Mentors and Learning by Doing
      1. Mentorship and Vulnerability
      2. Learning by Doing
    4. Chapter 22: CEO Transitions
      1. Situations That Lead to a CEO Change
      2. Scale Up with Growth
      3. Why Boards Fire CEOs
      4. Planning for Healthy Transitions
      5. Notes
  10. Section 5: Transactions
    1. Chapter 23: Financings
      1. New Investor-Led Round
      2. Insider-Led Round
      3. The Down Round and a Rights Offering
      4. How Involved Should VCs Be in Financings?
      5. Convertible Notes
      6. Venture Debt
      7. Notes
    2. Chapter 24: Stock Option Grants and 409A Valuations
    3. Chapter 25: Selling a Company
      1. Confidentiality
      2. Fiduciary Responsibility
      3. Your Outside Counsel's Role
      4. Acquihire
      5. Carve-Outs and 280G
      6. Shareholder Representative
      7. Note
    4. Chapter 26: Buying a Company
      1. Negotiating and Structuring the Deal
      2. Financing an Acquisition
      3. Board Approvals
      4. Managing Transaction and Post-Deal Integration
    5. Chapter 27: Going Public
      1. Process
      2. Committees
      3. Confidentiality
      4. Insider Status
      5. VCs on Public Company Boards
      6. SPACs
    6. Chapter 28: Going Out of Business
      1. The Zone of Insolvency
      2. Responsibility to Creditors
      3. Responsibility to Shareholders
      4. Liability
      5. Chapter 11
      6. Chapter 7
      7. Assignment for the Benefit of Creditors
  11. Section 6: For Independent Directors and Aspiring Board Members
    1. Chapter 29: Preparing for Your First Board Role
      1. Note
    2. Chapter 30: Interviewing for a Board Role
      1. The Interview
      2. Diligence Items to Explore
    3. Chapter 31: Your First Board Meeting
    4. Chapter 32: Communicating Effectively
      1. Note
    5. Chapter 33: How to Be a Great Board Member
    6. Chapter 34: Conclusion
  12. Acknowledgments
  13. Bibliography
  14. Index
  15. End User License Agreement

Product information

  • Title: Startup Boards, 2nd Edition
  • Author(s): Brad Feld, Matt Blumberg, Mahendra Ramsinghani
  • Release date: June 2022
  • Publisher(s): Wiley
  • ISBN: 9781119859284