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Startup Boards A Field Guide to Building and Leading an Effective Board of Directors

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  • Edition: 2nd
  • Format: Hardcover
  • Copyright: 2022-06-15
  • Publisher: Wiley

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Supplemental Materials

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A comprehensive guide on creating, growing, and leveraging a board of directors written for CEOs, board members, and people seeking board roles.

The first time many founders see the inside of a board room is when they step in to lead their board. But how do boards work? How should they be structured, managed, and leveraged so that startups can grow, avoid pitfalls, and get the best out of their boards? Authors Brad Feld, Mahendra Ramsinghani, and Matt Blumberg have collectively served on hundreds of startup and scaleup boards over the past 30 years, attended thousands of board meetings, encountered multiple personalities and situations, and seen the good, bad, and ugly of boards.

In Startup Boards: A Field Guide to Building and Leading an Effective Board of Directors, the authors provide seasoned advice and guidance to CEOs, board members, investors, and anyone aspiring to serve on a board. This comprehensive book covers a wide range of topics with relevant tips, tactics, and best practices, including:

  • Board fundamentals such as the board's purpose, legal characteristics, and roles and functions of board members;
  • Creating a board including size, composition, roles of VCs and independent directors, what to look for in a director, and how to recruit directors;
  • Compensating, onboarding, removing directors, and suggestions on building a diverse board;
  • Preparing for and running board meetings;
  • The board's role in transactions including selling a company, buying a company, going public, and going out of business;
  • Advice for independent and aspiring directors.

Startup Boards draws on the authors' experience and includes stories from board members, startup founders, executives, and investors. Any CEO, board member, investor, or executive interested in creating an active, involved, and engaged board should read this book—and keep it handy for reference.

Author Biography

BRAD FELD has invested in startups for over 25 years and co-founded Foundry and Techstars. He is the author of multiple books, including Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist and Startup Communities: Building an Entrepreneurial Ecosystem in Your City.

MATT BLUMBERG is the CEO of Bolster, an on-demand talent marketplace that supports startup and scaleup CEOs. He is the author of Startup CEO: A Field Guide to Scaling Up Your Business and Startup CXO: A Field Guide to Scaling Up Your Company’s Critical Functions and Teams.

MAHENDRA RAMSINGHANI is the founder of Secure Octane, a cybersecurity seed fund in the San Francisco Bay area. He is the author of The Business of Venture Capital and The Resilient Founder: Lessons in Endurance from Startup Entrepreneurs.

Table of Contents



Section 1: Board Fundamentals

Chapter 1: Introduction

What’s New in the Second Edition

Who This Book Is For

Magic Words, Phrases, Abbreviations, and Style

Chapter 2: The Board’s Purpose


General Responsibilities

Chapter 3: Legal Characteristics

Board Member Legal Duties

Addressing Conflicting Duties

Benefit Corporations and the B Corp Movement

Should You Get Directors and Officers Insurance?

Chapter 4: Board Member Roles

Chair or Lead Director

Executive Chair

Should You Be Chair of Your Board?

Independent Board Members

Board Observers

Outside Counsel

Chapter 5: Board Functions

The Role of Board Committees

Informal Responsibilities of a Board

Control Priorities

Being Rich and Queen (or King)

Shareholder Rights

Economic and Performance Priorities

Emotional Priorities: Trust, Judgment, and Transparency

Section 2: Creating Your Board

Chapter 6: Size and Composition




Matt’s Rule of 1s

Chapter 7: VCs and Boards

Chapter 8: Board Evolution

Startup Stages

Limiting the Number of Investor Board Members

Managing Independent Seats

Chapter 9: What to Look for in a Director

General Skills

Fit With Your Existing Board

What Does Your Company Need?



Governance Philosophy

Chapter 10: Recruiting and Interviewing Board Members


The Interview Process

Interviewing VCs Before They Join Your Board

Chapter 11: Compensation

VCs and Management

Independent Directors

Chapter 12: Board Diversity

Unconscious Bias

The First Step: Appoint Independent Directors Early

The Second Step: Open Your Search to Board Ready First-Timers

Chapter 13: Onboarding Your Directors

Using Employee Onboarding as a Guide

Onboarding New Directors

Interacting With Your Team

Chapter 14: Removing a Board Member

Removing a Founder Director

Removing an Investor Director

Removing an Independent Director

Getting Rid of the Entire Board

Chapter 15: Is an Advisory Board Useful?

Board of Directors vs. Advisory Board

Attributes of a Useful Advisory Board Member

Selecting Advisory Board Members

Building an Advisory Board

Challenges of Advisory Boards

Section 3: Preparing For and Running the Board Meeting

Chapter 16: Preparing for the Board Meeting

The Value of Preparation

The Meeting Agenda

Focus on Critical Items

The Board Book

Board Book Example: Matt’s Board Book

Board Book Example: Rover

Sending Out the Board Book

Creating an Annual Calendar

Chapter 17: Meeting Dynamics


The Meeting Length

Including Your Team in the Board Meeting

Slides or No Slides?

Discussion or Decision Item?

The Executive Session and Closed Session

A Board Call Instead of a Meeting

Remote Attendees and Hybrid Meetings

The Post-Meeting Survey

Post Meeting

Chapter 18: Motions and Votes

Robert’s Rules of Order

Have Your Lawyer at the Meeting

The Mechanics of Voting

What If You Don’t Agree?

Dealing with Formal Items


Unanimous Written Consent

Section 4: Between Meetings: Ongoing Work

Chapter 19: Managing Ongoing Communication

What the Board Expects From a CEO

Communicate Both Good and Bad News

Chapter 20: Committees

Committee Meeting Formalities




CEO Expenses

Chapter 21: Mentors and Learning by Doing

Mentorship and Vulnerability

Learning by Doing

Chapter 22: CEO Transitions

Situations That Lead to a CEO Change

Scale Up With Growth

Why Boards Fire CEOs

Planning for Healthy Transitions

Section 5: Transactions

Chapter 23: Financings

New Investor-Led Round

Insider-Led Round

The Down Round and a Rights Offering

How Involved Should VCs Be in Financings?

Convertible Notes

Venture Debt

Chapter 24: Stock Option Grants and 409A Valuations

Chapter 25: Selling A Company


Fiduciary Responsibility

Your Outside Counsel’s Role


Carve-Outs and 280G

Shareholder Representative

Chapter 26: Buying a Company

Negotiating and Structuring the Deal

Financing an Acquisition

Board Approvals

Managing Transaction and Post-deal Integration

Chapter 27: Going Public




Insider Status

VCs on Public Company Boards


Chapter 28: Going Out of Business

The Zone of Insolvency

Responsibility to Creditors

Responsibility to Shareholders


Chapter 11

Chapter 7

Assignment for the Benefit of Creditors

Section 6: For Independent Directors and Aspiring Board Members

Chapter 29: Preparing for Your First Board Role

Chapter 30: Interviewing for a Board Role

The Interview

Diligence Items to Explore

Chapter 31: Your First Board Meeting

Chapter 32: Communicating Effectively

Chapter 33: How To Be a Great Board Member

Chapter 34: Conclusion



Supplemental Materials

What is included with this book?

The New copy of this book will include any supplemental materials advertised. Please check the title of the book to determine if it should include any access cards, study guides, lab manuals, CDs, etc.

The Used, Rental and eBook copies of this book are not guaranteed to include any supplemental materials. Typically, only the book itself is included. This is true even if the title states it includes any access cards, study guides, lab manuals, CDs, etc.

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