Featured Media Mentions
“You could argue there’s never been a moment in history where a private-company founder has more power,” says Adam Epstein, an adviser on corporate governance to CEOs and their boards.
The Wall Street Journal (CEO deference)
Advocates for small-caps say that thin liquidity hurts the sector. Light trading volumes in a company’s shares can make it harder for the company to raise capital or even to entice top talent with stock-option grants, said Adam Epstein, founder of Third Creek Advisors, which advises small-cap firms.
“It’s a pretty austere challenge for these companies,” he said at the SEC meeting.
"Upstart Exchange Blasts Nasdaq Plan to Boost Small-Stock Trading", The Wall Street Journal, Alexander Osipovich, April 23, 2018
The Wall Street Journal (SEC Meeting)
“When boards fail to effectively oversee ‘tone at the top,’ when companies devolve into win ‘at all cost’ (culture), it’s often because the board is inexperienced or lacks sufficient time to focus thereon,” Epstein said. “In the valley, the problem is rarely (the former). It often has more to do with the fact that investors/directors often are on many boards, and also have day jobs.”
“Zenefits Struggles Show VC’s Are Not Paying Enough Attention,” San Francisco Chronicle, Thomas Lee, February 18, 2016
San Francisco Chronicle (Zenefits)
"The weaknesses you see at Sony and other companies, large and small, can’t be fixed by installing one more fire wall or some new antivirus software. By the time the good guys zig, the bad guys are already zagging.”
“Forget the Gossip, These Are the Lessons of the Sony Hack,” Bloomberg Businessweek, Paul M. Barrett, December 16, 2014
Businessweek (Sony Cyber Breach)
“The 10b5-1 rule created a safe harbor for executives from insider trading. Opportunistic trading is what they are trying to obviate. When you are an insider and you are trading opportunistically, why is filing a little form supposed to make me feel like you are complying.”
“Directors Take Shelter in Trading Plans,” The Wall Street Journal, Susan Pulliam and Rob Barry, April 25, 2013
The Wall Street Journal (10b5 plans)
"The small-cap ecosystem has changed materially since 2008, but unfortunately pre-IPO board composition practices have remained largely the same.”
Beth Stewart is the founder and CEO of Trewstar Corporate Board Services, a search firm dedicated to corporate board recruitment for high-growth companies. Stewart is a recognized expert on board composition, particularly with respect to small- and mid-cap companies, and speaks regularly at industry events. Previously, Stewart was a senior investment banker at Goldman Sachs […]
Countless articles have been written, and interviews undertaken, in the last couple of months regarding Tesla’s travails, and the behavior of its CEO, Elon Musk. At some point in every discussion, a flabbergasted writer, TV host, investor, or corporate governance “expert” asks the question: “Where is Tesla’s board in all of this?” It’s a self-evident, […]
A recent, groundbreaking piece of research entitled Microcap Board Governance (which was undertaken by Annalisa Barrett and commissioned by IRRC Institute) bridges a decades-long disconnect. To wit: “Despite microcap public companies’ importance in our capital markets, there is a paucity of studies examining their board composition and governance practices. This study provides insights into the current governance landscape in this […]
Experienced small-cap investors are often circumspect when large-cap officers and directors join the board of a small-cap company. Precedent suggests that such trepidation is well-earned. If serving on the board of a large-cap company is like staying at the Four Seasons, small-cap boardroom service is akin to camping. When directors who are more accustomed to […]
“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 […]