This document summarizes a presentation on preparing for shareholder activism. It discusses trends in shareholder activism like more large cap companies and new activist funds being targeted. Drivers of activism include perceived financial weaknesses, underperformance, and governance issues. The document outlines different types of activism like M&A activism and "bumpitrage", governance activism through director elections and proposals, and considerations that may make a company a target. It provides examples of recent activist campaigns and issues that are the focus of shareholder proposals.
This document discusses women entrepreneurship globally and in India. It notes that while entrepreneurship rates have grown faster for women than men, women still face additional hurdles compared to men entrepreneurs, such as lack of business skills, expectations of financiers, and domestic responsibilities. The document outlines definitions for terms like women entrepreneur, women enterprise, and micro enterprises. It discusses objectives, methodology, and factors influencing women's performance in business. Analysis of sample units shows women enterprises have lower working capital. The document concludes that more should be done to encourage entrepreneurship among women as an empowerment tool, as there is little difference in performance of men- and women-owned businesses except for women having less family time.
1) Hedge funds are increasingly facing the challenge of succession planning as founders reach retirement age. While succession planning is common in large corporations, it has not been widely adopted by hedge funds.
2) There are several reasons why succession planning is difficult for hedge funds, including that founders are often sole proprietors who are not accustomed to delegating authority. Additionally, hedge funds typically do not have independent boards that oversee succession like corporations.
3) Successful succession at hedge funds requires choosing a successor well in advance and gradually transitioning them into the leadership role over several years to give investors confidence in the new leader. Proper timing and communication of the transition is important to reassure investors.
Portfolio Company Board Seat Survey Resultsmensa25
The National Venture Capital Association and Dow Jones VentureOne released the results of a study on differing practices and attitudes of venture capital-backed company boards. The study was based on surveys of over 700 venture capitalists and CEOs and revealed that while VCs and CEOs think about the same issues, their perspectives often differ. Some of the top issues of concern identified were exit strategies, financing rounds, management transitions, and conflicts between fiduciary responsibilities and financial obligations. The study provided insights into board activities, time spent, areas of agreement and disagreement between VCs and CEOs, and the perceived value that VCs provide to company boards.
Advisory Boards: The President's Secret Weapon | Dick Dadamo | Lunch & LearnUCICove
About UCI Applied Innovation:
UCI Applied Innovation is a dynamic, innovative central platform for the UCI campus, entrepreneurs, inventors, the business community and investors to collaborate and move UCI research from lab to market.
About the Cove @ UCI:
To accelerate collaboration by better connecting innovation partners in Orange County, UCI Applied Innovation created the Cove, a physical, state-of-the-art hub for entrepreneurs to gather and navigate the resources available both on and off campus. The Cove is headquarters for UCI Applied Innovation, as well as houses several ecosystem partners including incubators, accelerators, angel investors, venture capitalists, mentors and legal experts.
Follow us on social media:
Facebook: @UCICove
Twitter: @UCICove
Instagram: @UCICove
LinkedIn: @UCIAppliedInnovation
For more information:
cove@uci.edu
http://innovation.uci.edu/
Dynamic nonprofit boards play three key roles: shaping mission and strategy, ensuring leadership and resources, and monitoring and improving performance. Research found that while most boards see themselves as strategically guiding their organizations, less than half of directors can accurately summarize the organization's mission and vision. To be truly dynamic, boards must prioritize their efforts based on external factors and the organization's needs, and invest in continuous self-evaluation and improvement. Dynamic board members understand their responsibilities and define a valuable role by contributing expertise, networks, and financial support while avoiding common pitfalls like failing to learn about the organization.
Presented on Monday 2 November at NCVO/BWB Trustee Conference 2015.
Rosaline Jenkins, Sustainable Funding Consultant, NCVO and Bill Phillips, Former Trustee of our case study
Hidden monsters - financial oversight and the role of trustees
If you would like to find out more about our 2016 Trustee Conference email us at ncvoevents@ncvo.org.uk or call us on 020 750 3153.
Presented on Monday 2 November at NCVO/BWB Trustee Conference 2015.
Justin Davis-Smith CBE, Executive Director Volunteering & Development, NCVO
Trusteeship and millennials - the changing face of volunteering
If you would like to find out more about our 2016 Trustee Conference email us at ncvoevents@ncvo.org.uk or call us on 020 750 3153.
Whether you are considering forming a board or want to enhance existing governance practices, understanding the role of the board and expectations of directors is an essential ingredient to successful, value-added governance in private companies. Company leaders and board directors often struggle to determine the role of the board and how to separate board responsibilities from those of ownership and management. In this webinar, the audience will learn what companies are really looking for (or should be) from their boards, and the many ways that boards contribute to private company success. We will cover the definition of a board, typical expectations of a director, board oversight vs. management responsibilities, and many other basics of board formation and operation.
Part of the webinar series: Board of Directors Boot Camp 2021.
See more at https://www.financialpoise.com/webinars/
This document discusses women entrepreneurship globally and in India. It notes that while entrepreneurship rates have grown faster for women than men, women still face additional hurdles compared to men entrepreneurs, such as lack of business skills, expectations of financiers, and domestic responsibilities. The document outlines definitions for terms like women entrepreneur, women enterprise, and micro enterprises. It discusses objectives, methodology, and factors influencing women's performance in business. Analysis of sample units shows women enterprises have lower working capital. The document concludes that more should be done to encourage entrepreneurship among women as an empowerment tool, as there is little difference in performance of men- and women-owned businesses except for women having less family time.
1) Hedge funds are increasingly facing the challenge of succession planning as founders reach retirement age. While succession planning is common in large corporations, it has not been widely adopted by hedge funds.
2) There are several reasons why succession planning is difficult for hedge funds, including that founders are often sole proprietors who are not accustomed to delegating authority. Additionally, hedge funds typically do not have independent boards that oversee succession like corporations.
3) Successful succession at hedge funds requires choosing a successor well in advance and gradually transitioning them into the leadership role over several years to give investors confidence in the new leader. Proper timing and communication of the transition is important to reassure investors.
Portfolio Company Board Seat Survey Resultsmensa25
The National Venture Capital Association and Dow Jones VentureOne released the results of a study on differing practices and attitudes of venture capital-backed company boards. The study was based on surveys of over 700 venture capitalists and CEOs and revealed that while VCs and CEOs think about the same issues, their perspectives often differ. Some of the top issues of concern identified were exit strategies, financing rounds, management transitions, and conflicts between fiduciary responsibilities and financial obligations. The study provided insights into board activities, time spent, areas of agreement and disagreement between VCs and CEOs, and the perceived value that VCs provide to company boards.
Advisory Boards: The President's Secret Weapon | Dick Dadamo | Lunch & LearnUCICove
About UCI Applied Innovation:
UCI Applied Innovation is a dynamic, innovative central platform for the UCI campus, entrepreneurs, inventors, the business community and investors to collaborate and move UCI research from lab to market.
About the Cove @ UCI:
To accelerate collaboration by better connecting innovation partners in Orange County, UCI Applied Innovation created the Cove, a physical, state-of-the-art hub for entrepreneurs to gather and navigate the resources available both on and off campus. The Cove is headquarters for UCI Applied Innovation, as well as houses several ecosystem partners including incubators, accelerators, angel investors, venture capitalists, mentors and legal experts.
Follow us on social media:
Facebook: @UCICove
Twitter: @UCICove
Instagram: @UCICove
LinkedIn: @UCIAppliedInnovation
For more information:
cove@uci.edu
http://innovation.uci.edu/
Dynamic nonprofit boards play three key roles: shaping mission and strategy, ensuring leadership and resources, and monitoring and improving performance. Research found that while most boards see themselves as strategically guiding their organizations, less than half of directors can accurately summarize the organization's mission and vision. To be truly dynamic, boards must prioritize their efforts based on external factors and the organization's needs, and invest in continuous self-evaluation and improvement. Dynamic board members understand their responsibilities and define a valuable role by contributing expertise, networks, and financial support while avoiding common pitfalls like failing to learn about the organization.
Presented on Monday 2 November at NCVO/BWB Trustee Conference 2015.
Rosaline Jenkins, Sustainable Funding Consultant, NCVO and Bill Phillips, Former Trustee of our case study
Hidden monsters - financial oversight and the role of trustees
If you would like to find out more about our 2016 Trustee Conference email us at ncvoevents@ncvo.org.uk or call us on 020 750 3153.
Presented on Monday 2 November at NCVO/BWB Trustee Conference 2015.
Justin Davis-Smith CBE, Executive Director Volunteering & Development, NCVO
Trusteeship and millennials - the changing face of volunteering
If you would like to find out more about our 2016 Trustee Conference email us at ncvoevents@ncvo.org.uk or call us on 020 750 3153.
Whether you are considering forming a board or want to enhance existing governance practices, understanding the role of the board and expectations of directors is an essential ingredient to successful, value-added governance in private companies. Company leaders and board directors often struggle to determine the role of the board and how to separate board responsibilities from those of ownership and management. In this webinar, the audience will learn what companies are really looking for (or should be) from their boards, and the many ways that boards contribute to private company success. We will cover the definition of a board, typical expectations of a director, board oversight vs. management responsibilities, and many other basics of board formation and operation.
Part of the webinar series: Board of Directors Boot Camp 2021.
See more at https://www.financialpoise.com/webinars/
Presented on Monday 2 November at NCVO/BWB Trustee Conference 2015.
Membership charities - leadership v. democracy?
If you would like to find out more about our 2016 Trustee Conference email us at ncvoevents@ncvo.org.uk or call us on 020 750 3153.
Presented on Monday 2 November at NCVO/BWB Trustee Conference 2015
Emma Herbert, NCVO; Chinonso Denwigwe, BWB; and Ian Jospeph, Russam GMS & Trustees Unlimited
What every new trustee needs to know
If you would like to find out more about our 2016 Trustee Conference email us at ncvoevents@ncvo.org.uk or call us on 020 750 3153.
1. The document discusses the potential impacts and tensions that can arise when cooperatives pursue strategies traditionally used by corporations, such as going public or merging, including confronting different cultural mindsets between cooperative and corporate governance models.
2. Some cooperatives that went public felt their best interests were not accounted for in strategic decisions as investor priorities focused on stock prices, creating tensions between regional cooperatives and publicly-traded subsidiaries.
3. The financial crisis showed regional cooperatives regaining control of governance as negative effects emerged, like disappointing member-shareholders when stock prices dropped and questioning the cooperative business model of finding new members.
This document summarizes a discussion on whether CEOs should serve on the boards of charities. It begins by outlining the traditional model of separate boards and management, and defines a unitary board as one composed of both paid employee trustees and non-executive trustees. Both models are debated, with unitary boards argued to improve governance and performance but also raising concerns about conflicts of interest. The document then covers legal issues regarding paying trustees, obtaining charity commission consent for changes, and examples of safeguards for conflicts when using unitary boards. Speakers shared reflections on focusing on charitable impact over governance models and valuing both executives and non-executives as a team.
Presented on Monday 2 November at NCVO/BWB Trustee Conference 2015.
Alice Faure Walker, BWB
Trusteeship in context: Legal and regulatory update
If you would like to find out more about our 2016 Trustee Conference email us at ncvoevents@ncvo.org.uk or call us on 020 750 3153.
Understanding the Purpose of Your Board of DirectorsAvalon Ventures
The document provides an overview of the purpose of a board of directors from the perspective of Brady Bohrmann, a venture capitalist with over 20 years of experience. It discusses that the board's primary responsibility is to represent shareholders and act with fiduciary obligations of good faith, loyalty, and duty of care. For venture-backed companies, investors will typically have board seats, protective provisions, and special voting rights outlined in investment documents. The document concludes that understanding these basic fiduciary principles will serve entrepreneurs well when raising capital, selling the company, or taking it public.
This document discusses governance and leadership in the digital era, focusing on how technology can improve governance and transparency for charities. It covers the external environment for charity leadership, becoming a networked nonprofit, and the role of the digital trustee. Recommendations are provided around using tools like social media, virtual meetings, and online collaboration to engage trustees and strengthen nonprofit governance.
This document discusses family business succession and growth. It defines a family business and provides some key statistics, such as that 90% of ventures are owned and managed by families, but only 33% survive to the second generation and 10% to the third. The major building blocks for family business health and success are the family, business, and individual. Conflicts frequently arise due to issues like lack of communication and shared vision. Growth can be organic, using internal funds, or inorganic through mergers and acquisitions. Ensuring proper succession planning, governance structures, and leadership are important for long-term family business success and growth.
The document summarizes different forms of business organization and ownership. It discusses small businesses and their contributions to the economy, reasons for small business failures, and ways to increase small business success through business plans and assistance from the Small Business Administration. It also describes various legal structures for organizing small businesses such as corporations, franchising, mergers and acquisitions, and public and collective ownership models.
A corporation is a business owned by shareholders and authorized by the state to act as a single entity. It has a board of directors elected by shareholders to oversee officers who manage daily operations. Shareholders can trade shares, vote on matters, receive dividends, and claim assets if the company dissolves. Corporations can be publicly traded or closely held. Other business structures include limited liability companies, joint ventures, nonprofits, cooperatives, and quasi-public corporations.
Nonprofit mergers can help strengthen organizations facing financial difficulties or lack of resources. Mergers allow organizations to build unity, achieve objectives faster, and use funding more efficiently by combining complementary skills and services. However, mergers also involve considerable risks and hurdles. Nonprofits should only consider merging if they have compatible goals and cultures, stable management, and a willingness to undertake the lengthy, resource-intensive process required for a successful merger. Thorough planning and stakeholder communication are needed to navigate legal, financial, and resistance issues.
There is an ever-increasing pressure for nonprofits to develop revenue models that are sustainable over the long-term. Funding continues to shift in this uncertain economy that, in turn, demands nonprofit leaders to intentionally assess, monitor and adapt their organizations’ revenue models in the changing environment. The goal of the session is to equip nonprofit leaders with the tools to plan, implement and adapt a revenue model that builds on the organization’s existing strengths and capacity.
Presented on Monday 2 November at NCVO/BWB Trustee Conference 2015
Philip KirkPatrick – Bates Wells Braithwaite; Mark Taylor – Lucas Fettes and Kate Sayer, Sayer Vincent
Stress testing your charity - risk management for trustees
If you would like to find out more about our 2016 Trustee Conference email us at ncvoevents@ncvo.org.uk or call us on 020 750 3153.
The document summarizes a presentation on the Charity Governance Code and discusses its key principles for effective charity governance. The Code is now in its third iteration and provides voluntary, aspirational standards to help boards operate effectively. It addresses principles like organizational purpose, leadership, integrity, decision-making, board effectiveness, diversity, and accountability. Adopting the Code could help boards tackle cultural and ethical challenges through clarified standards and resources to support governance work.
This document provides an overview of strategies for managing a nonprofit organization. It discusses key areas such as hiring and managing staff and volunteers, board administration, ethics and accountability, financial management, fundraising administration, and marketing and public relations. For each area, it provides tips and considerations. For example, when hiring staff, it recommends deciding needed roles, writing job descriptions, and choosing recruitment methods. For financial management, it suggests reviewing accounting books, resolving errors, and hiring an accountant. The presentation aims to help nonprofits strengthen operations and better achieve their missions.
This document provides guidance on how to ask difficult questions about a charity's finances. It discusses reviewing accounts by looking at financial performance, solvency, and risk. It also covers structuring enquiries by asking about content, comparing expectations to reality, and analyzing variances. The document then discusses challenging budgets by analyzing trends, necessity of spending, known changes, and lessons learned. Finally, it provides questions for investment decisions around activities and investments. The overall aim is to help those reviewing finances to develop an effective framework for asking targeted and challenging questions.
This document discusses key questions accountants should ask before agreeing to serve on the board of a nonprofit organization. It recommends asking why the organization wants you to join, taking a tour to meet staff and get a sense of the culture and mission, understanding the organization's financial status and fundraising goals, and clarifying the board-level responsibilities and time commitment required. Asking these questions upfront will help both the prospective board member and the organization understand what to expect from the relationship.
The document discusses shareholder activism, which has increased in recent years. There are three main types of activism: economic, governance, and social issue. Activists target companies to enact changes like selling assets, increasing dividends, or improving environmental policies. Companies can prepare by engaging with shareholders, regularly evaluating their performance, and reviewing defenses like classified boards. While proxy fights are common, most disputes end in negotiated settlements. Overall, companies must work to maximize shareholder value and do what is in the best interests of the company and investors.
This document discusses the evolution of company boards from private to public. It begins by outlining different types of boards, such as those of non-profits, startups, large private companies, and public companies. The rest of the document focuses on how boards change as startups mature. It provides examples of board composition at various stages and outlines how boards typically add independent directors before going public. The document emphasizes the importance of governance and preparing for public listing, including establishing committees and ensuring management and board experience. Overall, it examines how boards transition from primarily founders and investors to mostly independent directors focused on public company requirements.
Presented on Monday 2 November at NCVO/BWB Trustee Conference 2015.
Membership charities - leadership v. democracy?
If you would like to find out more about our 2016 Trustee Conference email us at ncvoevents@ncvo.org.uk or call us on 020 750 3153.
Presented on Monday 2 November at NCVO/BWB Trustee Conference 2015
Emma Herbert, NCVO; Chinonso Denwigwe, BWB; and Ian Jospeph, Russam GMS & Trustees Unlimited
What every new trustee needs to know
If you would like to find out more about our 2016 Trustee Conference email us at ncvoevents@ncvo.org.uk or call us on 020 750 3153.
1. The document discusses the potential impacts and tensions that can arise when cooperatives pursue strategies traditionally used by corporations, such as going public or merging, including confronting different cultural mindsets between cooperative and corporate governance models.
2. Some cooperatives that went public felt their best interests were not accounted for in strategic decisions as investor priorities focused on stock prices, creating tensions between regional cooperatives and publicly-traded subsidiaries.
3. The financial crisis showed regional cooperatives regaining control of governance as negative effects emerged, like disappointing member-shareholders when stock prices dropped and questioning the cooperative business model of finding new members.
This document summarizes a discussion on whether CEOs should serve on the boards of charities. It begins by outlining the traditional model of separate boards and management, and defines a unitary board as one composed of both paid employee trustees and non-executive trustees. Both models are debated, with unitary boards argued to improve governance and performance but also raising concerns about conflicts of interest. The document then covers legal issues regarding paying trustees, obtaining charity commission consent for changes, and examples of safeguards for conflicts when using unitary boards. Speakers shared reflections on focusing on charitable impact over governance models and valuing both executives and non-executives as a team.
Presented on Monday 2 November at NCVO/BWB Trustee Conference 2015.
Alice Faure Walker, BWB
Trusteeship in context: Legal and regulatory update
If you would like to find out more about our 2016 Trustee Conference email us at ncvoevents@ncvo.org.uk or call us on 020 750 3153.
Understanding the Purpose of Your Board of DirectorsAvalon Ventures
The document provides an overview of the purpose of a board of directors from the perspective of Brady Bohrmann, a venture capitalist with over 20 years of experience. It discusses that the board's primary responsibility is to represent shareholders and act with fiduciary obligations of good faith, loyalty, and duty of care. For venture-backed companies, investors will typically have board seats, protective provisions, and special voting rights outlined in investment documents. The document concludes that understanding these basic fiduciary principles will serve entrepreneurs well when raising capital, selling the company, or taking it public.
This document discusses governance and leadership in the digital era, focusing on how technology can improve governance and transparency for charities. It covers the external environment for charity leadership, becoming a networked nonprofit, and the role of the digital trustee. Recommendations are provided around using tools like social media, virtual meetings, and online collaboration to engage trustees and strengthen nonprofit governance.
This document discusses family business succession and growth. It defines a family business and provides some key statistics, such as that 90% of ventures are owned and managed by families, but only 33% survive to the second generation and 10% to the third. The major building blocks for family business health and success are the family, business, and individual. Conflicts frequently arise due to issues like lack of communication and shared vision. Growth can be organic, using internal funds, or inorganic through mergers and acquisitions. Ensuring proper succession planning, governance structures, and leadership are important for long-term family business success and growth.
The document summarizes different forms of business organization and ownership. It discusses small businesses and their contributions to the economy, reasons for small business failures, and ways to increase small business success through business plans and assistance from the Small Business Administration. It also describes various legal structures for organizing small businesses such as corporations, franchising, mergers and acquisitions, and public and collective ownership models.
A corporation is a business owned by shareholders and authorized by the state to act as a single entity. It has a board of directors elected by shareholders to oversee officers who manage daily operations. Shareholders can trade shares, vote on matters, receive dividends, and claim assets if the company dissolves. Corporations can be publicly traded or closely held. Other business structures include limited liability companies, joint ventures, nonprofits, cooperatives, and quasi-public corporations.
Nonprofit mergers can help strengthen organizations facing financial difficulties or lack of resources. Mergers allow organizations to build unity, achieve objectives faster, and use funding more efficiently by combining complementary skills and services. However, mergers also involve considerable risks and hurdles. Nonprofits should only consider merging if they have compatible goals and cultures, stable management, and a willingness to undertake the lengthy, resource-intensive process required for a successful merger. Thorough planning and stakeholder communication are needed to navigate legal, financial, and resistance issues.
There is an ever-increasing pressure for nonprofits to develop revenue models that are sustainable over the long-term. Funding continues to shift in this uncertain economy that, in turn, demands nonprofit leaders to intentionally assess, monitor and adapt their organizations’ revenue models in the changing environment. The goal of the session is to equip nonprofit leaders with the tools to plan, implement and adapt a revenue model that builds on the organization’s existing strengths and capacity.
Presented on Monday 2 November at NCVO/BWB Trustee Conference 2015
Philip KirkPatrick – Bates Wells Braithwaite; Mark Taylor – Lucas Fettes and Kate Sayer, Sayer Vincent
Stress testing your charity - risk management for trustees
If you would like to find out more about our 2016 Trustee Conference email us at ncvoevents@ncvo.org.uk or call us on 020 750 3153.
The document summarizes a presentation on the Charity Governance Code and discusses its key principles for effective charity governance. The Code is now in its third iteration and provides voluntary, aspirational standards to help boards operate effectively. It addresses principles like organizational purpose, leadership, integrity, decision-making, board effectiveness, diversity, and accountability. Adopting the Code could help boards tackle cultural and ethical challenges through clarified standards and resources to support governance work.
This document provides an overview of strategies for managing a nonprofit organization. It discusses key areas such as hiring and managing staff and volunteers, board administration, ethics and accountability, financial management, fundraising administration, and marketing and public relations. For each area, it provides tips and considerations. For example, when hiring staff, it recommends deciding needed roles, writing job descriptions, and choosing recruitment methods. For financial management, it suggests reviewing accounting books, resolving errors, and hiring an accountant. The presentation aims to help nonprofits strengthen operations and better achieve their missions.
This document provides guidance on how to ask difficult questions about a charity's finances. It discusses reviewing accounts by looking at financial performance, solvency, and risk. It also covers structuring enquiries by asking about content, comparing expectations to reality, and analyzing variances. The document then discusses challenging budgets by analyzing trends, necessity of spending, known changes, and lessons learned. Finally, it provides questions for investment decisions around activities and investments. The overall aim is to help those reviewing finances to develop an effective framework for asking targeted and challenging questions.
This document discusses key questions accountants should ask before agreeing to serve on the board of a nonprofit organization. It recommends asking why the organization wants you to join, taking a tour to meet staff and get a sense of the culture and mission, understanding the organization's financial status and fundraising goals, and clarifying the board-level responsibilities and time commitment required. Asking these questions upfront will help both the prospective board member and the organization understand what to expect from the relationship.
The document discusses shareholder activism, which has increased in recent years. There are three main types of activism: economic, governance, and social issue. Activists target companies to enact changes like selling assets, increasing dividends, or improving environmental policies. Companies can prepare by engaging with shareholders, regularly evaluating their performance, and reviewing defenses like classified boards. While proxy fights are common, most disputes end in negotiated settlements. Overall, companies must work to maximize shareholder value and do what is in the best interests of the company and investors.
This document discusses the evolution of company boards from private to public. It begins by outlining different types of boards, such as those of non-profits, startups, large private companies, and public companies. The rest of the document focuses on how boards change as startups mature. It provides examples of board composition at various stages and outlines how boards typically add independent directors before going public. The document emphasizes the importance of governance and preparing for public listing, including establishing committees and ensuring management and board experience. Overall, it examines how boards transition from primarily founders and investors to mostly independent directors focused on public company requirements.
Managing startup equity (Equity For Startups)Kesava Reddy
Among the more important decisions that an entrepreneur makes is that of raising capital. Many choices have to be made in this context: Debt versus Equity. Own funds versus Funding from outside investors and so on. These choices have long term implications for the entrepreneur as well as the start-up. Equity funding is essential for the growth of a startup. Apart from providing critical funding equity investors also often bring added value by way of connections and strategic advice.
At the same time raising equity capital means sharing control and sharing wealth with the investors in the firm. Allowing investors to engage with the management of the startup calls for a certain degree of compatibility between the investor and the management of the enterprise. Absence of such compatibility can lead to unhappy relationships between the investor and the management team.
All things considered, managing the equity of a start-up is among the most critical decisions that an entrepreneur needs to make. It involves many trade-offs on the entrepreneurial journey. Which makes Managing the Equity of A Start Up a challenge. What does dilution of equity mean? How does the arithmetic of dilution work? How does an entrepreneur decide on when to raise equity? And how much of equity to raise?
The Wallace Group consists of three subgroups: electronics, chemicals, and plastics. Harold Wallace owns 45% of the company and serves as chairman and president. Each subgroup is run by a vice president. Recently, Wallace asked Rampar Associates to interview key employees in preparation for a potential consulting assignment. The document identifies strengths, weaknesses, opportunities, and threats for the company. It also analyzes problems such as heavy reliance on government contracts and an unprofitable chemicals division. Recommendations include restructuring management and developing a clear mission and goals.
Shareholder activism has significantly increased in recent years. The number of activist campaigns targeting public companies grew from 86 in 2011 to 117 in 2012. Assets under management for activist funds rose to over $65 billion by the end of 2012. Activists are increasingly targeting larger companies, with 35 companies targeted in 2012 having a market capitalization over $1 billion, compared to only 9 such companies in 2009. Activists have also been successful in obtaining board representation, gaining at least one board seat in over 50% of contested situations annually for the past five years.
This document discusses long-term incentive plans and trends. It provides an overview of common long-term incentive types including real equity, cash, stock appreciation rights, restricted shares, performance units/cash bonuses, and phantom shares. It also discusses objectives for long-term incentive plans and considerations for designing plans including company context, performance measures, and emerging trends like increased emphasis on performance-based awards. Communication and administration of long-term incentive plans is also addressed.
This document discusses key issues in corporate governance. It begins by defining corporate governance as the interaction between shareholders, the board of directors, and management in directing a company. It then lists 7 main issues: 1) Remuneration and rewarding of directors, 2) The board's responsibility for risk management and internal controls, 3) Reliability of financial reporting and external auditors, 4) Duties of directors, 5) Shareholders' rights and responsibilities, 6) Separation of the CEO and chairperson roles, and 7) Corporate social responsibility and business ethics. For each issue, it provides 1-2 paragraphs explaining the relevance and concerns around each topic.
Understanding How Venture Capital Works | Kirsten Leute and John Lee | Lunch ...UCICove
About UCI Applied Innovation:
UCI Applied Innovation is a dynamic, innovative central platform for the UCI campus, entrepreneurs, inventors, the business community and investors to collaborate and move UCI research from lab to market.
About the Cove @ UCI:
To accelerate collaboration by better connecting innovation partners in Orange County, UCI Applied Innovation created the Cove, a physical, state-of-the-art hub for entrepreneurs to gather and navigate the resources available both on and off campus. The Cove is headquarters for UCI Applied Innovation, as well as houses several ecosystem partners including incubators, accelerators, angel investors, venture capitalists, mentors and legal experts.
Follow us on social media:
Facebook: @UCICove
Twitter: @UCICove
Instagram: @UCICove
LinkedIn: @UCIAppliedInnovation
For more information:
cove@uci.edu
http://innovation.uci.edu/
This document outlines the course outcomes and units covered in a course on start up and new venture management. The course aims to help learners describe strategic decisions involved in starting up, explain an entrepreneur's decision making process, identify issues in developing a startup team, formulate go-to-market strategies, design funding models, and develop business plans. Key topics covered include entrepreneur profiles, strategic decision making, sustainability, funding options, team building, leadership, and developing financial and marketing plans.
The possibility of receiving a random call from some super-sized venture capital firms or producers of Shark Tank is quite small. Especially, if you have not already attracted several investors well. Fortunately, for entrepreneurs these days, I have seen an increasing number of startups way that gets attention, discovered and connects with potential investors.
Chapter 2 - Successful and Unsuccessful Entrepreneurs1.pptxrhrassanconnect
The document discusses key differences between successful and unsuccessful entrepreneurs. Successful entrepreneurs are creative, innovative, position themselves in new markets, and create new products/processes/delivery. Unsuccessful entrepreneurs are poor managers, have low work ethics, are inefficient, and fail to plan.
It then covers characteristics of entrepreneurs like having a strong work ethic, technical skills, and managerial competencies. Entrepreneurs tend to have self-employed parents and a high need for achievement and independence. Planning, assessing motivations, and addressing growth pressures are also discussed.
This document provides guidance for nonprofit boards and executives on the topic of exit agreements for departing CEOs. It discusses when exit agreements may be appropriate, such as to provide financial compensation for a long-tenured CEO who was underpaid. It outlines key considerations for drafting exit agreements, including ensuring the agreement meets legal standards and does not violate nonprofit regulations. The document aims to help organizations thoughtfully manage executive transitions in a way that benefits both the departing and incoming leaders.
The success of the board relies on the individual contribution, expertise, and behavior of its directors. During this program, we talk about the role of the director, the critical attributes of a strong director, the role of the Board and Committee chairs, and common opportunities and challenges for boards and board members. Through sharing examples from our expert group of panelists, we look at what is expected of directors from ownership and management to help highly effective directors meet or exceed those expectations and make a meaningful contribution to the company’s success.
Part of the webinar series:
BOARD OF DIRECTORS BOOT CAMP 2022
See more at https://www.financialpoise.com/webinars/
GuideStar Webinar (12/11/13) - Filling the Gap When You Have a Vacant Leaders...GuideStar
In reaction to the culture shift of turnover and gaps in leadership, many nonprofits -- large and small -- are using consultants as short- and long-term solutions.
We invite you to join us for an interactive session as top thinkers in nonprofit management and philanthropy offer techniques and anecdotes for getting through these tumultuous times. Some of the topics that will be addressed include: determining if outsourcing your leadership on a short- or long-term basis is a good fit; assessing the current state of the outgoing leader's responsibilities and reallocating resources to keep moving towards the fundraising goals and mission objectives; and relationship management of your board and donors during transitions.
Presenters: Stephen K. Orr, Managing Partner, Orr Associates, Inc; Emma Kieran, Vice President, Fundraising and Development, Orr Associates, Inc; and Jenny Taylor, Marketing Specialist, GuideStar USA (moderator)
Speaker Presentation by Eva Law, Founder & Chairman, Association of Private Bankers in Greater China Region & Association of Family Offices in Asia at the PWM Greater China Summit 2015 in Hong Kong
A board of directors requires professionals with a diverse mix of managerial, functional, and other specialized knowledge in order to properly advise and oversee management.
This Quick Guide reviews the process by which companies select, compensate, and evaluate board members.
It answers such questions as:
• How are qualified directors identified?
• What skills and experiences are needed?
• How are directors paid?
• How are directors evaluated?
• How are “bad” directors removed?
For an expanded discussion, see Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences (Second Edition) by David Larcker and Brian Tayan (2015): http://www.gsb.stanford.edu/faculty-research/books/corporate-governance-matters-closer-look-organizational-choices
Buy This Book: http://www.ftpress.com/store/corporate-governance-matters-a-closer-look-at-organizational-9780134031569
For permissions to use this material, please contact: E: corpgovernance@gsb.stanford.edu
Copyright 2015 by David F. Larcker and Brian Tayan. All rights reserved.
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2014 West coast boardroom summit - Skadden and Georgeson
1. V1DIS
Corporate Board Member
West Coast Boardroom Summit
& Peer Exchange
Topic Breakout:
Preparing for Shareholder Activism
March 5, 2014
William P. Fiske
Senior Managing Director
Georgeson Inc.
Kenton J. King
Partner
Skadden, Arps, Slate Meagher & Flom LLP
2. Topic Breakout: Preparing for Shareholder Activism
2
AGENDA
Shareholder Activism
• Trends and Drivers
• What Makes an Activist a Target?
M&A Activism
• “Bumpitrage”
• Spin-offs and Break-ups
Governance Activism
• Director Elections
• Shareholder Proposals
Responding to Activism
• Advance Preparation
• Investor Engagement and Dialogue
3. 3
Shareholder Activism
RECENT TRENDS
Increasing frequency of overall activism against companies
• Many situations “settle” before a proxy fight
• Activists do not always seek board seats
Larger-cap companies increasingly being targeted
Sympathetic media attention on activists
More sophisticated approach by activists
• Detailed economic theses
• Hiring experienced financial, legal and proxy advisors
• Nominating highly qualified director candidates
• Willing to lay groundwork early – well in advance of a contest – including reaching out to
shareholders for public support early in the process
Emergence of new, next -generation activist funds
o Keith Meister – Corvex Management
o Jeffrey Eberwein – Lone Star Value Funds
o Scott Ferguson – Sachem Head Capital Management
o Richard “Mick” McGuire – Marcato Capital Management
Traditional long-term institutional investors increasingly willing to support an activist if dissatisfied
• Some are even encouraging activists to initiate campaigns in their portfolio companies
4. Shareholder Activism
In fights that “go the distance,” dissidents are winning more frequently
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
2010 2011 2012 2013
35%
44% 46%
60%
65%
56% 54%
40%
Dissident (or split) Victory Mgmt Victory
Fights That Went The Distance
Source: Sharkrepellent.net
5. Shareholder Activism
ACTIVISM DRIVERS
Often M&A driven
• Restructurings – sale of all/parts of companies and spin-offs
Increasingly focused on perceived financial weaknesses/vulnerabilities in companies
• Operational underperformance vs peers
• Recapitalization – leveraging up and buying back shares
• Underperforming CEO/management teams
Emphasis on governance weaknesses
• Board composition
• Executive compensation
• Corporate governance structures that are deemed to not be in the best interests of
shareholders
5
6. Each situation requires specific analysis and an understanding of the temperament, tactics and capabilities of
the relevant activist or bidder – all activists are not the same
Notable Activist Campaigns
6
Carl Icahn
1/22/2014 8/13/2013 3/6/2013 2/14/2013 1/25/2013 10/31/2012 5/25/2012
Greenlight
Capital 10/17/2011 5/26/2011 3/31/2011
Elliott
Management
5/16/2013 1/28/2013 11/26/2012 11/23/2012 5/14/2012
JANA
Partners 9/71/2013 4/29/2013 4/11/2012 8/14/2012
Marcato
2/8/2013 11/28/2012 4/5/2012
Pershing
Square
7/31/2013 5/16//2013 12/19/2012 7/12/2012 10/28/2011 10/8/2010
Corvex
12/3/2013 12/19/2012 11/28/2012 4/5/2012
Starboard
Value 4/29/2013 1/22/2013 11/26/2012 11/1/2012 9/17/2012
Third Point
5/14/2013 10/2/2012 9/8/2011
Trian
8/15/2013 3/22/2013 11/7/2012 6/18/2012 5/9/2012
ValueAct
4/22/2013 3/12/2013 11/28/2012 7/6/2012
.
7. Types of Activism
7
Investment Thesis Goal Select Recent Examples
M&A
Operational
Capital
Structure
Potential M&A
Target
Sale of
Company
Underperforming
Companies
Change in
Management /
Board / Structure
Change in
Operations /
Business Strategy
Businesses with
Divestible or Non-
Core Assets
Divestitures /
Break-Up
Balance Sheet
Capacity / Cash-
Rich
Situations
Return Cash to
Stockholders
• Carl Icahn / Oshkosh Corp.
• Carl Icahn / CVR Energy
• Elliott / BMC Software
• Carl Icahn / Clorox
• Elliott / Actelion
• Carl Icahn / Mentor Graphics
• Carl Icahn / Genzyme
• Carl Icahn / Biogen Idec
• Trian / Family Dollar
• Ramius / Luby’s
• Elliott / Compuware
• Value Act / Gardner Denver
• Pershing Square / Procter &
Gamble
• Third Point / Yahoo!
• Pershing Square / Canadian
Pacific
• Carl Icahn / Forest Labs
• Ramius / CPI
• Starboard / Regis Corporation
• Carl Icahn / Genzyme
• Carl Icahn / Nuance
• Clinton Group / Stillwater
• Starboard / Progress
Software
• Elliott / Iron Mountain
• Trian / Heinz
• Ramius / Zoran
• Starboard / AOL
• Carl Icahn / Oshkosh Corp.
• JANA / McGraw Hill
• Relational / L-3
• JANA / El Paso
• ValueAct / Sara Lee
• Pershing Square / Fortune
Brands
• Relational / ITT
• Carl Icahn / Motorola
• Ramius / SeaChange
• Pershing Square / Target
• Third Point / Sony
• Barington Capital / Darden
Restaurants
• Carl Icahn / eBay
• Elliott / Iron Mountain
• Relational + JANA / Charles
River Labs
• Carl Icahn / Transocean
• Relational / Home Depot
• Carl Icahn / JANA / SAC /
Time Warner
• Carl Icahn / Apple
8. 8
What Makes a Company a Target?
The following might make a company more susceptible to being the target of a
shareholder activist campaign:
Financial Vulnerabilities
• A P/E ratio that is lower than industry peers
• Capital allocation
• Poor stock performance relative to peers
• Underperformance of specific business segments
• Overcapitalized (i.e., excess cash on the balance sheet) or underleveraged companies
• Non-core businesses or assets that can be divested
• Parts are worth more than the whole
• Pursuing significant capital investment plans
Governance Vulnerabilities
• Perceived management/board “chaos”; long-tenured board
• A board that lacks either independence or certain competencies (e.g., no directors with
significant experience in the company's industry, the lack of an independent chairperson,
a board with significantly higher average length of service than peers)
• Corporate governance concerns / governance that favors management and the board
(e.g., supermajority voting to amend bylaws, classified board membership, restrictions
against shareholders calling special meetings or acting by written consent)
• Executive and/or director compensation significantly higher than peers, or pay-for-
performance disconnect
9. M&A Activism
9
Increasing trend of activist attacks on announced deals
More than 2/3 of activist attacks in 2013 were successful in raising the deal price or
terminating the transaction
• “Bumpitrage”
Successful Activist Campaigns – 2013
• MetroPCS / T-Mobile
• Plains Exploration / Freeport-McMoRan
• Sprint / Softbank / DISH
• Clearwire / Sprint / DISH
• Dell / Silver Lake
• Outdoor Channell / InterMedia / Kroenke
• American Realty / Realty Income
• Energy Solutions / Energy Capital
• American Greetings / Weiss Family
• Atlantic Coast Financial / Bond Street
10. M&A Activism
10
Increasing trend of activists seeking to break companies apart
Major theme – Push to split up companies and divest businesses that don’t fit or are under-
performing
2013 was very busy in this context
2014 – Already there are at least five companies being targeted
• Dow Chemical – Dan Loeb pressuring to split into two companies
• eBay – Carl Icahn pressuring company to spin-off PayPal unit
Even when companies are in the process of shrinking, activists pushing for more
• Darden (2013)
o Barington Capital Group pressured to shed both Red Lobster and Olive Garden
o Starboard Value not happy after Darden announced plans to spin off Red
Lobster, pressuring to shed Long Horn Steakhouse
Arguments activists use FOR break-ups:
• Executives perform better in a more narrowly focused company
• Empire building for the glory and prestige is not shareholder value driven
Counter arguments companies use AGAINST break-ups:
• Significant cost savings in a bigger, broader revenue stream
• Customer benefits
• Creates less volatile earnings
11. Governance Activism
11
Not just a nuisance.
Frequently portends more difficult situations – increases vulnerability.
Board elections that have significant level of against/withhold votes.
• May signal a lack of support
• Public vote-no campaign
What causes low support for director re-elections?
• Perceived lack of board responsiveness to majority backed SHPs
• Poor attendance
• Poison pill adoption without shareholder approval
• Failure to act on past director concerns
• Service on too many boards
• Non-independents on key committees
Specific governance provisions of note
• Classified board
• Majority vs plurality voting in director elections
• Combined vs split roles of CEO and Chairman (lead director duties)
• Shareholder right to call special meetings / act by written consent
• Proxy access?
12. Governance Activism
12
THE PROXY ADVISORY FIRMS – ISS AND GLASS LEWIS
Election of Directors - ISS issued negative recommendations for approximately 10% of directors
in 2013 in uncontested circumstances
At Russell 3,000 companies, regarding board elections:
• 44 directors failed to receive majority support in 2013 through June 30, 2013
• 46 directors failed to receive majority support in 2012
• 45 directors failed to receive majority support in 2011
Board composition and independence increasingly a focus
• Tenure: Greater focus on director tenure, refreshment and succession planning
o ISS Quick Score recently adopted director tenure as a weighted factor
• Director skill sets and industry experience
• Gender
o “Thirty Percent Coalition” – has organized institutional investors / money managers
representing >$1 trillion in assets to co-sign letters to 168 companies to increase
gender diversity on their boards
13. Trend of Shareholder Proposals (for S&P 1500 Companies)
13
33 44 24
77%
81%
79%
70.00%
72.00%
74.00%
76.00%
78.00%
80.00%
82.00%
84.00%
0
5
10
15
20
25
30
35
40
45
50
2011 2012 2013
# of Proposals Average % Support of Votes Cast
Repeal Classified Board
29 14 11
40% 41%
44%
30%
32%
34%
36%
38%
40%
42%
44%
0
5
10
15
20
25
30
35
2011 2012 2013
# of Proposals Average % Support of Votes Cast
Shareholder Right to Call Special Meeting
13 14 16
62%
69%
72%
60%
62%
64%
66%
68%
70%
72%
74%
0
2
4
6
8
10
12
14
16
18
2011 2012 2013
# of Proposals Average % Support of Votes Cast
Eliminate Supermajority Vote Requirements
32 20 27
48%
45%
40%
36%
38%
40%
42%
44%
46%
48%
50%
0
5
10
15
20
25
30
35
2011 2012 2013
# of Proposals Average % Support of Votes Cast
Shareholder Right to Act by Written Consent
14. Trend of Shareholder Proposals (for S&P 1500 Companies)
14
30 28 22
57%
61%
59%
50%
52%
54%
56%
58%
60%
62%
64%
0
5
10
15
20
25
30
35
2011 2012 2013
# of Proposals Average % Support of Votes Cast
Majority Vote Standard for Director Election
6 13
42%
32%
30%
32%
34%
36%
38%
40%
42%
44%
0
2
4
6
8
10
12
14
2012 2013
# of Proposals Average % Support of Votes Cast
Adopt Proxy Access
22 46 58
32%
36%
32%
25.00%
27.00%
29.00%
31.00%
33.00%
35.00%
37.00%
39.00%
0
10
20
30
40
50
60
70
2011 2012 2013
# of Proposals Average % Support of Votes Cast
Independent Board Chairman
7 27 36
23.8%
24.5%
23.6%
15%
17%
19%
21%
23%
25%
27%
29%
0
5
10
15
20
25
30
35
40
2011 2012 2013
# of Proposals Average % Support of Votes Cast
Stock Retention/Holding Period
15. Responding to Activism
15
OVERVIEW
Assemble team early (counsel, investment bank, PR firm, proxy solicitor)
Engage early and often
• Critical for company to clearly communicate strategic plan early to shareholders
o Imperative to do this before an activist surfaces
o Include corporate governance contacts in addition to IR contacts
If activist approaches, may request a meeting with management
• TAKE THE MEETING
o Sets the record of engagement
o Opportunity to learn more about who you are dealing with and what their agenda is
o Do more listening than talking
As things play out…
• Company should take the “high road” in responding to attacks
• Must maintain consistent messaging
• Not every argument requires a rebuttal
Board involvement
• Lead director and chairs of governance/finance/nomination have special roles
Everything should be looked at through the lens of “What will win or lose votes?”
16. Assembling your Team
16
Internal Team
Assign responsibility among
Company’s top executives and the
Board to facilitate rapid action in
response to activists
Preliminary list of internal team
members:
• Chairman of the Board & Chief
Executive Officer
• President
• Chief Financial Officer
• Senior Vice President and
General Counsel
• Vice President, Investor
Relations and Public Affairs
External Team
Assemble a group of advisors and
other specialists who may be needed
in the event an activist surfaces
Keep external team members fully
briefed on corporate developments to
reduce learning time involved in any
situation where prompt action might
be required
Preliminary list of external team
members:
• Corporate Counsel
• Investment Banker
• Public Relations Firm
• Proxy Solicitor
17. Shareholder Analysis, Vote Projections and
Engagement
17
Shareholder Composition Analysis
• Stock watch services can track ownership shifts and accumulations
• Consider influence of ISS and GL in broad terms
Vote Projections and Voting Scenarios
• Predict the outcome of situations such as shareholder proposals, and contests for control
• Provides a blue print for the actual solicitation
• Helps to provide risk assessment and aids in board decision making
• In a proxy contest, must be constantly updated
Shareholder Engagement
• Corporate governance engagement outside of the proxy season is increasingly used and
expected
• Corporate governance contacts are frequently different contacts than the IR contact
• Index funds actively manage their voting policies and are willing to engage
• Build relationships prior to an activist threat
• Communicating proactively shows confidence, transparency and a willingness to
understand investor views.
o Compensation (Say-on-Pay)
o Review last year’s annual meeting result
o Understand why an investor may have voted against a proposal
o Understand views on vulnerabilities regarding your corporate governance structure
18. Identify and Address Potential Vulnerabilities
Conduct “vulnerability” test
• Review company’s structural provisions to assess vulnerability
• Conduct “economic vulnerability” test
o Analyze company as an activist would – if there are ways to increase value in
short-term, company is vulnerable – allowing the company to anticipate and
evaluate possible actions the activist might propose
• Develop strong strategic and business plans
o Company should review all alternatives to increase long- and short-term
shareholder value
• Proactively communicate company’s strategy to investors
o Commitment to build shareholder value through strategic and business plans
and specific initiatives
o Communicate directly with largest shareholders
o Build and maintain relationships with investors, including the governance teams
who influence the vote
19. Preparedness Actions Can Build Value
and Avoid Activist Threat Altogether
19
Credibility is about establishing a public record BEFORE an activist surfaces
• Strong strategic plan should be in place
• Communicate that plan and accomplishments to shareholders frequently
Responding publicly to an activist and how such a response is viewed
• A company is more persuasive when it has already considered proposed action, and
can describe its reasons for rejecting it in favor of company’s strategic plan
Waiting to take action after an activist surfaces will put the company at disadvantage
• Enables activist to claim credit for seeking to increase shareholder value while making
company look reactive
• Conventional response – “just say no” to activist, using legal protections, such as
rights plan, staggered board, litigation – is not likely to work today
20. Shareholder Activism – Key Takeaways
Recognize that no company is immune from the possibility of shareholder
activism
Identify and address potential vulnerabilities – both financial and corporate
governance-related
Stay in touch with investors frequently throughout the year for better
engagement – including corporate governance contacts
Questions?
William P. Fiske Kenton J. King
bfiske@georgeson.com kking@skadden.com
Editor's Notes
No information available online, ISS only sent an email to Quickscore subscribersCompanies encouraged to keep their data current, as some black-out periods will be in effect prior to February 18, 2014.Until January 27, can view currently used data that will populate 2.0January 27 to February 7, can preview 2.0 data and request changesPost February 18, can verify 2.0 data on ongoing basisSame 4 categories (Board, COMP, SG Rts and Audit), but ISS hopes to draw no more distinction between companies + align ISS voting policies + co. performance, still relative companies.