Private Company Director

Mastering the Board CEO Relationship


News and Articles

As part of the recent Private Company Governance Summit 2023 in
Black directors have formed an organization focusing on healthcare inequities in Black communities.
Eight private company boards will be honored at the 2023 Private Company Governance Summit.
Independent board directors offer experience, perspective and knowledge during a challenging economy.
A new Deloitte report sees directors increasingly focused on workplace issues and climate change.
Some of directors’ most impactful time is spent in interim meetings, one-off calls and dinners
A successful onboarding of the chief executive depends on communication, shareholder relationships and effective coaching.
This most important governance relationship is more complex for a private company.
Sometimes the easiest way to divine top boardroom concerns is to read the financial news. Or you can always ask your directors!

Directors Institute Names Walter Winding Private Company Director of the Year

Foley & Lardner LLP is pleased to announce the recipient of its second annual National Directors Institute (NDI) Private Company Director of the Year award as Walter Winding, owner and president of Winding & Company.The award program was created in 2013 to acknowledge exceptional public and private company directors who have exhibited demonstrable leadership in the boardroom resulting in a significant impact on the level of corporate governance and performance at their company.

In Memoriam: Rod Hills

Roderick M. Hills, who led the U.S. Securities and Exchange Commission under President Ford and concluded that investment companies needed more freedom from regulation, has died. He was 83.


  He died Wednesday at Johns Hopkins Hospital in Baltimore, said his wife, Carla Hills, a former U.S. secretary of housing and urban development and U.S. trade representative. The cause was surgical complications following heart problems, she said. Read the full obituary here.

Family Business Boards: Interest Is High, but Founders Have Their Concerns

We see more family companies interested in corporate governance today than we did a decade ago, as shown in changes they’ve made to their boards. While some family companies have a board only to satisfy legal compliance requirements, more are moving toward the outer rings on the family business corporate governance model. Ultimately, owners will choose which level best suits the company’s needs and when changing circumstances mean the company’s governance should transition to another ring.

The great governance transformation

When ownership of a family company passes from a sibling partnership to a cousin collaboration, important decisions must be made concerning design and leadership of the board.

  Imagine a typical family-owned business, started by a husband and wife who, through hard work and sharp wits, built the enterprise and proudly passed it on to their children. The siblings then grew the business through its second generation. Governance? No problem. The owners all worked for the family business, so they were the decision-makers who charted its course.

Perspectives on family-owned businesses: Governance and succession planning

This report, written for the owners, board members and executives of family-owned businesses, examines the concepts of governance as a strategic asset, and succession planning as an operational imperative; survey findings highlight opportunities for improvement and potential areas of focus for family-owned businesses.  Download it here.

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:

Directors Record