Private Company Directors




News and Articles

As the market is heating up for attracting and retaining diverse and talented directors, private companies are reviewing th
The pressure on companies to enact ESG (environmental, social and governance) plans has come from all sides: investors, sta
After an arduous 2020, many boards have been able to turn their focus from crisis management to recovery.
A 15-month shakeup changed the rules of engagement.
For publicly traded companies, the board’s primary responsibility is often defined as the hiring and firing of the CEO.
Meghan Juday was appointed chairman of IDEAL Industries in February 2020.
MacLean-Fogg has annual revenues of more than $1 billion and a professional, majority independent fiduciary board, but ther
Strong corporate governance can steady any company, whether a 160-year-old agribusiness or a 16-year-old bank.

Court of Chancery Finds Breach of Fiduciary Duty in Private Company Recapitalization

In an opinion issued on September 4, 2014, In re Nine Systems Corp. Shareholders Litigation, the Delaware Court of Chancery held that a control group of stockholders and their director designees breached their fiduciary duties in approving a recapitalization of Nine Systems Corporation because the recapitalization was the result of an unfair process, even though it was accomplished at a fair price.

Family business boards need women directors

Global companies—public, private and family-owned—compete with everyone everywhere for everything. Good directors can help companies acquire a competitive advantage in the global marketplace. If a company does only what worked in the past, its directors will wake up one day and find that they have been left behind.


Action steps for succeeding with a board of advisors

A small to medium-size business that has an advisory board is rare in today’s world. However, assembling a board of advisors may be one of the most important steps a CEO can take to assure the success of the company, giving the business a significant advantage over competitors that rely solely on internal talent.


5 Pesky Plights Hurt a Family Business: The Bubble

I recently returned from my college reunion… swept back in time to the days when living in my college bubble was a secure yet liberating environment.  Those were happy personal times – times of discovery, growth, socialization, and empowerment. Based on my experience working with ‘stuck’ companies, executives caught in a company bubble might not be having as much fun. Operating in a company bubble suggests you are isolated, cut off from outside perspectives.  Is your company operating in a bubble?

Different temptations, same rules

Do the Three Rules of exceptional performance apply to smaller companies? Differences in size and ownership structure, as well as resources and the demands of explosive growth, can make for a very different set of pressures and opportunities.

  Our nearly decade-long research project into the determinants of superior, long-term profitability has led us to conclude that when it comes to at least three critical choices, exceptional performance is indeed a function of a company’s ability to follow these rules:

Committees for Private Company Boards

Private boards can borrow from the public sphere, and use committees to provide specific focus on key issues for the board as a whole.

Bob Holland, Director, Carver Bancorp, Inc.: "If you can identify resources that can help the company, whether it's resources or leadership transition or whatever, wherever you would reach outside for expertise, there's an opportunity for a committee."

 


Boards that Excel

Director and author Joe White: A board that excels is one that does the right things and does things right.

B. Joseph White, Director, Gordon Food Service: “Be insistent about strong results. It is vital that directors know what the results are that they are working to.”

 


The Value of an Open Mind

Former SEC Chairman Roderick Hills counsels private company owners and directors on term limits, board evaluation and the ‘independent quality’ of the board.

Rod Hills: The role of the board “is the discipline it brings to the Chief Executive Officer to rethink what he or she has done.”

 

  As former Security and Exchange Commission Chairman and a director of many private and public boards, Roderick Hills has certainly seen the good, the bad and the ugly of corporate governance.


Governance for Family Controlled Companies

Family-owned companies can benefit greatly from the input and guidance of an independent board.

Anne Eiting Klamar, M.D., President and CEO, Midmark Corporation: "In a privately held situation, you not only have the opportunity to hire your bosses, you can also fire your bosses."

 


Private Company Director Magazine Launches

The premiere edition of Private Company Director, a new magazine designed to focus specifically on the governance of closely-held, family-controlled and private equity-owned companies, is now in the mail to a select group of private company owners, shareholders and directors. The magazine will also come to subscribers of Family Business Magazine and Directors & Boards.

  The contents of the premiere issue are built around in-depth coverage of the various sessions conducted at our second annual Private Company Governance Summit, held May 7-9, 2014 in Washington, DC.

The Evolution of Enterprise Governance Across Generations
The Private Company Board Compensation Summary Report 2020

Directors Record

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