About Paul Pryzant Paul Pryzant is a partner at Burleson LLP, a full service law of 130+ attorneys which focuses on clients in the energy industry and has offices located in Houston, San Antonio, Midland, Pittsburgh and Denver. Paul has over 30 years experience as a corporate and securities attorney, and works regularly with entrepreneurs, angel investors, and private equity funds and their portfolio companies. Paul’s practice includes mergers and acquisitions, private placements, technology and corporate governance. Paul has been the General Counsel of the Houston Angel Network since 2006, and has represented numerous groups of angels for their investments in start-up companies. He was also instrumental in the creation of HAN’s fund, Texas HALO Fund I, LLC. Finally, Paul is an angel investor himself who has invested in OrthoAccel, Moleculin, SURGE II, and the Texas HALO Fund I. Paul started his career with 17 years in private practice as a corporate and securities attorney, first with Childs, Beck & Guyton, then with Butler & Binion, and finally with Snell & Smith. He was a partner at all three firms. In 1998, the entrepreneurial bug bit Paul and he joined TransCom USA, a truck parts distribution company that went public in June 1998. Paul served TransCom as its Senior Vice President and General Counsel. In January 2000, Paul continued his entrepreneurial endeavors when he was recruited to join CheMatch, a leading Internet chemical exchange, to be its General Counsel just prior to its planned public offering. When the Internet bubble burst, Paul took his passion for law and entrepreneurship to Locke Lord Bissell & Liddell, LLP, and then joined Burleson LLP as a partner in 2008 when it was only 20 attorneys. Paul earned his undergraduate degree from The Wharton School of the University of Pennsylvania, and his law degree from The University of Texas School of Law.

1. © Paul Pryzant 2013
Governance Issues for a Start-Up
May 29, 2013
Presented by:
Paul Pryzant
Partner
Burleson LLP
(713) 358-1767
ppryzant@burlesonllp.com

2. © Paul Pryzant 2013
Paul Pryzant
Paul Pryzant is a partner at Burleson LLP, a full service law of 130+ attorneys which focuses
on clients in the energy industry and has offices located in Houston, San Antonio, Midland,
Pittsburgh and Denver. Paul has over 30 years experience as a corporate and securities
attorney, and works regularly with entrepreneurs, angel investors, and private equity funds
and their portfolio companies. Paul’s practice includes mergers and acquisitions, private
placements, technology and corporate governance.
Paul has been the General Counsel of the Houston Angel Network since 2006, and has
represented numerous groups of angels for their investments in start-up companies. He
was also instrumental in the creation of HAN’s fund, Texas HALO Fund I, LLC. Finally, Paul
is an angel investor himself who has invested in OrthoAccel, Moleculin, SURGE II, and the
Texas HALO Fund I.
Paul started his career with 17 years in private practice as a corporate and securities
attorney, first with Childs, Beck & Guyton, then with Butler & Binion, and finally with Snell &
Smith. He was a partner at all three firms. In 1998, the entrepreneurial bug bit Paul and he
joined TransCom USA, a truck parts distribution company that went public in June 1998.
Paul served TransCom as its Senior Vice President and General Counsel. In January 2000,
Paul continued his entrepreneurial endeavors when he was recruited to join CheMatch, a
leading Internet chemical exchange, to be its General Counsel just prior to its planned public
offering. When the Internet bubble burst, Paul took his passion for law and
entrepreneurship to Locke Lord Bissell & Liddell, LLP, and then joined Burleson LLP as a
partner in 2008 when it was only 20 attorneys.
Paul earned his undergraduate degree from The Wharton School of the University of
Pennsylvania, and his law degree from The University of Texas School of Law.

3. © Paul Pryzant 2013
Structuring Your
Board

4. © Paul Pryzant 2013
• Duties:
– Hire, fire and compensate CEO and top
management
– Provide strategic direction and advice
– Fiduciary duty to act in best interests of ALL
shareholders
• Initially – Board is composed of Founders and
Management Team
• As investors are added, the Board is
restructured to add investor representatives
Structuring Your Board

5. © Paul Pryzant 2013
• General Guidelines:
– Determine board objectives, and select board
members accordingly
– Select board members with diverse skill sets –
avoid duplication of skills
– Value independent and objective board
members, especially with operating experience
– Define expectations, and replace members who
do not contribute
Structuring Your Board

6. © Paul Pryzant 2013
Structuring Your Board
“The Board is the 2nd most important team in a
start-up”
• Use selection criteria and balance the
members of board
• Utilize your board for strategic help and as a
sounding board for problems
• Tell the truth and maintain communications at
all costs
Explore More: http://www.feld.com/wp/archives/2009/08/the-best-
board-meetings.html

7. © Paul Pryzant 2013
• Advisory Boards vs. Corporate Boards
What is the difference?
– Time commitment
– Strategic vs. Fiduciary
– Types of members
– Fees
Advisory boards can be helpful to provide
domain expertise and strategic advice
Structuring Your Board

8. © Paul Pryzant 2013
Best Book on Venture Financing
Venture Deals: Be Smarter Than Your
Lawyer and Venture Capitalist
(2nd Edition)
By: Brad Feld and Jason Mendelson
 Written by two VC’s in plain English
 Great explanations of the terms in a typical
Series A Term Sheet from the perspective of
both the investor and the entrepreneur

9. © Paul Pryzant 2013
Blogs To Read
• Feld Thoughts by Brad Feld www.feld.com
– Note archives by subject matter category
• Ask the VC by Brad Feld & Foundry Group Partners
www.askthevc.com
– Note archives by subject matter categories
– Also full list of VC bloggers
• Both Sides of the Table (Entrepreneur Turned VC) by
Mark Suster www.bothsidesofthetable.com
– Note subject matter tabs at top
• AVC (Musings of a VC in NYC) by Fred Wilson
www.avc.com

10. © Paul Pryzant 2013
Governance Issues for a Start-Up
May 29, 2013
Presented by:
Paul Pryzant
Partner
Burleson LLP
(713) 358-1767
ppryzant@burlesonllp.com