Board of Directors
What It Means
A Board of Directors is an elected group of people who supervise a company on behalf of the shareholders. The structure of a Board of Directors is set by a company’s bylaws, which determines such details as the number of members, how the members are elected, and how often the group meets.
Why It’s Important
A Board of Directors, when properly formed, can provide a very important level of oversight on a company and ensure that executive decision-making is aligned with shareholder interests. A well structured board will represent a diversity of perspectives, including inside directors (e.g. the CEO or representatives of key investors) and outside investors (e.g. industry experts). A Board of Directors has the power to substantially influence a company for better or worse. A strong and aligned board can open new doors and propel a company to new heights. On the other hand, a weak or dysfunctional board can hold a company back or worse.
If a Seller decides to rollover or retain equity in a company after an Acquisition, the Seller should seek a position on the Board of Directors. After all, the Seller has years of direct experience and expertise that could prove invaluable. However, the Seller needs to understand that the Buyer may not run the business the same way and may make different decisions regarding strategy and management.