Startup boards: a field guide to building and leading an effective board of directors

By: Feld, BradContributor(s): Blumberg, Matt [Co-author] | Ramsinghani, Mahendra [Co-author]Material type: BookBookSeries: Startup revolutionPublication details: New Jersey John Wiley & Sons 2022Edition: 2nd edDescription: xx, 235p.: ill. Includes bibliographical references and indexISBN: 9781119859284Subject(s): Boards of directors | New business enterprises | Management | Entrepreneurship | United StatesDDC classification: 658.11 Summary: Table of contents 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 https://www.wiley.com/en-in/Startup+Boards%3A+A+Field+Guide+to+Building+and+Leading+an+Effective+Board+of+Directors%2C+2nd+Edition-p-9781119859291
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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

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

https://www.wiley.com/en-in/Startup+Boards%3A+A+Field+Guide+to+Building+and+Leading+an+Effective+Board+of+Directors%2C+2nd+Edition-p-9781119859291

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