Topic: Boards of Directors and Boards of Advisors: Understanding Them and Optimizing Your Results
Speaker: Bill Eigner, Attorney and Partner, Procopio, Cory, Hargreaves and Savitch LLP
CPE credit: 1.0 hour
Most FENG members' companies have a Board of Directors. If you're a public company, you have a board of directors. If you're a non-profit company, you'll have a board of directors. If you're a private company, you may not legally need a board, but you may have one anyway, or be thinking of creating one: there are many circumstances where a private company can benefit from having a board, and there are also many circumstances where your outside investors will tell you that you have to have a board.
What is the purpose of a board? Is a board just a bureaucratic time-waster, or can a board help a company grow better, faster and more wisely than otherwise it might in the absence of a board, and help it stay out of trouble while doing so? What do boards -- and board members -- do? Are there things that boards should, but may not always, do? Are there things that individual board members should, but may not always, do? Likewise, are there things they should not do?
Whether your company is public, private or non-profit, and if you have a board, you need to understand their role, and you want to know how best to deal with them. You also want to know what kinds of directors are best for your company, given its industry, growth stage, financing needs and other factors, for those times when the company is either looking to build a board, looking to replace existing members of the board, or recruiting additional members for whatever reason.
In this talk on boards, Bill Eigner will address a number of issues regarding boards of directors, boards of advisors, the people who populate those boards, and how companies best utilize their boards. He will explore such issues as:
- If senior management is doing its job, why would a private company need a Board of Directors?
- For a private company, wouldn't a Board of Advisors be a much better, and less invasive, tool for helping run the company?
- Where do you look for board directors?
- How do you find the right directors to join your board?
- Should investors be directors -- and when should or shouldn't they?
- How does a public company board differ from that of a private company?
Whatever your individual or company's current situation in relation to its board, you will leave this session with enhanced understanding of the following areas:
- What are "The Four C's" that board members bring to a company?
- What defines the ideal board member for your company?
- Understanding the uncompromising role of directors in carrying the torch for shareholders.
- Appreciating the role of the board in ensuring sufficient internal controls for corporate compliance.
- How should directors be compensated?
- How can my company replace a board member who has outlived his/her usefulness?
For these issues and more, you'll find this to be a very engaging and enlightening session. Bring your questions -- and bring your war stories, which are always good to hear as time allows.
William Eigner has been called “the go-to guy for M&A and emerging companies” and has often been recognized in The Best Lawyers in America, Super Lawyers and other publications as one of California’s best business lawyers. A partner at Procopio, Cory, Hargreaves & Savitch, San Diego’s largest law firm, with 180 lawyers in offices in Del Mar, Palo Alto, Orange County, Las Vegas and Phoenix, and clients around the world, Bill's practice emphasizes M&A, venture capital, angel financing, seed capital and the financing, governing, operating, buying, selling and merging of growing and established technology, life science and other businesses. Eigner serves as a director of EvoNexus. He also serves on the boards of advisers of Sokyahealth MSO, Inc., LynxBio, Encore Semi, NewBlue Inc. and other companies.
Having been a U.S. Supreme Court Judicial Intern early in his career, Bill has focused his career in corporate law. He has dealt with a multiplicity of issues from both sides, and supporting clients in multiple industries over the years. He has represented the founders of companies in telecom, life sciences, software, adtech and other industries in raising their financing at all stages, and on the flip side, he has represented venture capital funds and other financing sources. He has represented the selling company in many M&A transactions, and he has also represented the buying companies (not in the same transactions!). He has counseled companies undergoing restructurings; guided clients through the resolution of conflict-of-interest issues; drafted buy-sell agreements, stock option and other compensation plans, and numerous other legal contracts. And he has counseled executives, boards, investors and companies in issues and transactions across many industries and spanning the gamut of corporate law.
Bill graduated from Stanford University and the University of Virginia School of Law. And in addition to the above qualifications, Bill has an engaging and plain-speaking presentation style that makes the learning both easy and effective.
Meetings are for members, prospective members and invited guests only. For non-members, RSVP is required by writing to chapter chair, Dan Ruchman at [email protected] Please include a one or two sentence description of who you are, and your interest in attending the meeting. Thank you.
CPE Credits: Reminder for those members maintaining their professional certifications - we offer the documentation for Continuing Professional Education (CPE) credits for our speaker presentations. For those members interested in this, you may complete the appropriate forms, which we'll have available at the meeting, for 1.0 hours of CPE credit
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