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Insights

Startup Boards 101: How Founders Can Build the Right Governance Early

When you’re a scrappy startup, building a Board of Directors might not feel urgent. But setting up the right governance early can shape your company’s trajectory and prevent headaches later.

Understanding Fiduciary Duties: What Founders Owe to Their Startups

When you co-found a startup, you’re not just building a product - you’re taking on serious legal responsibilities. Among the most important are fiduciary duties. These aren’t abstract legal terms. They’re real obligations that shape decisions, disputes, and even lawsuits.

Reorganization

A corporate reorganization is a structural change in a company’s operations, ownership, or financial arrangements. The purpose is typically to improve efficiency, adapt to market conditions, or address financial challenges.

Common Exit Strategies for Business Owners

When business owners are ready to transition out of their company, an exit strategy provides the roadmap. The right strategy depends on financial goals, the company’s value, and the future vision for the business.

General Counsel

Do all decisions need board or shareholder approval?

No. Most day-to-day operational decisions are handled by officers (often the founders). Only major financial, structural, or equity-related matters typically require board or shareholder approval.

General Counsel

When do investors usually join the board?

Investors typically negotiate board seats at the Series A stage or later, once institutional capital is involved.

General Counsel

Do advisors need to be on the board?

Not necessarily. Many founders keep advisors in an informal capacity or through an advisory agreement rather than granting them board seats.

General Counsel

How many people should be on an early-stage board?

Most early-stage boards start with 3 members, expanding to 5 or 7 as the company grows.

General Counsel

Do all startups need a board?

If you incorporate as a C-corporation, yes. An LLC may not require one, but corporations legally must have a board.

General Counsel

What happens if co-founders disagree on a major decision?

If fiduciary duties are involved, decisions should follow proper corporate governance—through board votes, shareholder approvals, or documented resolutions.

General Counsel

How can founders avoid fiduciary duty issues?

The best practices are transparency, documenting decisions, avoiding conflicts of interest, and seeking approval from the board when needed.

General Counsel

Can fiduciary duties lead to personal liability?

Yes. Breaches of duty can expose directors and officers to lawsuits, financial damages, and even removal from their roles.

General Counsel

Do all founders owe fiduciary duties?

Yes. Founders who serve as directors or officers owe fiduciary duties of care and loyalty to the company and its shareholders. Even if a founder doesn’t hold a formal title, their influence may be scrutinized under fiduciary standards.

M&A

What is the difference between voluntary and involuntary reorganization?

A voluntary reorganization is initiated by a company’s leadership to improve efficiency or strategy, while an involuntary reorganization is often court-ordered in bankruptcy proceedings.

M&A

How long does a corporate reorganization usually take?

The timeline depends on complexity. Simple restructurings may take a few months, while larger mergers or court-ordered reorganizations can take a year or more.

M&A

What types of reorganizations are most common?

The most common types include mergers, acquisitions, spin-offs, recapitalizations, and bankruptcy reorganizations. Each has different strategic and financial implications.

M&A

What role does due diligence play in an acquisition?

Due diligence allows buyers to review financials, contracts, and liabilities. For sellers, preparing in advance avoids surprises and strengthens negotiating power.

M&A

How does an ESOP differ from selling to a competitor?

An ESOP transfers ownership internally to employees, preserving company culture, while selling to a competitor often results in consolidation and market expansion.

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