The Details: Discussion Topic and Speaker

Most FENG members have dealt with boards of directors, currently or in the past. 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.

You may also have dealt with boards of advisors, though probably less frequently.  Their function is very different from boards of directors, and many companies don't have them.  They can be a powerful tool in a company's arsenal to facilitate its growth, help with fundraising and enhance its visibility in the market.

What is the purpose of boards of directors and boards of advisors? Can boards help a company grow better, faster, wiser -- or are they an entity to be worked around? What do boards -- and board members -- do? Are there things that boards should -- or shouldn't -- do?

Whether your company is public, private or non-profit, and if you have a board of directors, 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?

Whatever your individual or company's current situation in relation to its board of directors and//or board of advisors, 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?

 • Can a board of advisors be a training ground for members of the board of directors?

 • 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?

 • Can my company replace a board member who has outlived his/her usefulness -- and if so, how?

For these issues and more, bring your questions, bring your war stories -- if time allows -- and come prepared for a very engaging and enlightening session.

NOTE that if you wish to bring your CEO or your general counsel as your guest, as they are often the other key folks concerned with your outside board or boards, feel free to do so.

About our speaker

Bill Eigner has been called “the go-to guy for M&A and emerging companies”.  He has often been recognized for many years 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 almost 200 lawyers in offices in San Diego, Del Mar, Palo Alto, Orange County, Las Vegas, Phoenix and Washington D.C., 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 and currently serves, or has served in the past, on the boards of advisers or directors of Acenda, Sokyahealth MSO, IndieHealth, Encore Semi, CleanWave International, The Bishop's School and other companies and organizations.

Early in his career, Bill interned at the U.S. Supreme Court, subsequently focusing his career in corporate law. He has dealt with a multiplicity of issues from both sides, 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.