Legal and CorpGov Best Practices Aren’t Always Aligned

“Well, if our corporate counsel’s principal role isn’t to guide the board with respect to best practices, then why are we paying them so much to attend our board meetings?” That’s the question I was recently asked by a flummoxed small-cap chairman, when I advised him and the other board members that just because the […]

The Small-Cap Communication Conundrum

Effective communication is about two things: knowing your audience and making sure your message is tailored to that audience. If you get one of those things wrong, communication will be strained. Should you get both of those things wrong, you’re probably not communicating at all. To the board members of the nearly 50 percent of […]

There’s Only One Good Way to Deliver Bad News

Predicting the future is a fool’s errand. But I can say with 100 percent certainty that 50 years from now, small-cap companies will continue to issue press releases that try – in vain – to obfuscate that their recent financial results underperformed investor expectations. As a former institutional investor, who has also advised many pre-IPO and […]

Boardroom Lessons from Theranos

Thanks to John Carreyrou’s Pulitzer Prize-winning reporting in The Wall Street Journal, and his new book, Bad Blood: Secrets and Lies in a Silicon Valley Startup, few people haven’t heard of Theranos. Its saga is a cautionary tale about how not to operate—or invest in—startups and a treasure trove of boardroom takeaways. For those who […]

An Unsung Hero from the Theranos Board

By now, everyone has heard of or read about Theranos. The consumer healthcare startup vowed to revolutionize the blood testing industry by facilitating hundreds of cost-effective tests from a mere drop of blood. The company raised $800 million and famously reached a $9 billion valuation, before the Securities and Exchange Commission – with a material […]

Lessons in Cybersecurity Insurance

Companies are exposed to real cybersecurity threats on a nearly daily basis – yet, 80-90 percent of companies with revenues below $1 billion have no cyber insurance, according to the insurance data firm Advisen. While researching policies and having a cybersecurity plan in place is a good start, it is advisable to note what is not […]

Memo to the Media: Stop Ignoring Small Public Companies

Here’s a newsflash for the mainstream business media in the United States: there are more than just 500 public companies – a lot more. And ignoring them, or incessantly referring to them as “penny stocks” that are “rife with fraud,” isn’t helping the economy; it isn’t helping the companies; and it isn’t helping investors, either. Why […]

Uber’s Problems Should Forever Change the Way Smart Founders Think About Boards

Spend enough time around startups and you’ll hear a common refrain from founders and CEOs: “Boards are predominantly a form-over-substance waste of time.” But for those who have watched Uber’s challenges get splashed across global media, their takeaway should be… the reverse. A properly composed, dynamically-engaged board would likely have helped Travis Kalanick avoid the […]

Data Tell the Story of Small-Cap M&A

I recently had dinner with a public company CEO and one of his board members. Among other things, they wanted my thoughts on how their new “roll-up” strategy was likely to be perceived by investors. Inasmuch as this has been a recurring conversation I’ve had over the last 15 years, I thought I would re-create it for […]

Purchasing Legal Services Without In-House Counsel: A Small-Cap Guide

Because so many small-cap companies—particularly those with market capitalizations below $500 million—operate without in-house counsel, and because many officers and directors lack legal backgrounds, there is a constant risk of either hiring the wrong attorneys or paying too much for legal services. And since few small-cap companies can afford either, directors should consider the following […]