What to Know Before Joining a Private Company Board

Join private company director Jim McHugh, and Moses & Singer LLP partners David Lee Kovacs, Allan Grauberd and Lindsay Kaplan for a discussion on the due diligence questions you should ask before joining a private company board.
 
Wednesday, July 18, 2018
2 pm ET/11 am PT
 
Speakers: 
Speaker Name: 
Jim McHugh
Speaker Title: 
Director, Southworth international Group, Inc.
Speaker Bio: 
Jim McHugh is the founder & CEO of McHugh & Co., a strategy and performance improvement consulting firm. Jim specializes in fixing Stuck companies.͟ He created the Stuck’s business diagnostic tool that identifies nine distinct yet interrelated business challenges that cause a company to underperform. His practical approach to working with the leadership of these Stuck companies has produced substantial improvements in strategic focus and alignment, operating performance, organizational clarity, profitability, cash flow and shareholder value. His operating roles include Chairman and CEO of Chi-Vit Corporation and President of Strategies, Inc., an information technology consulting firm. He co-founded (2005) and leads the Maine Board Forum CEO Peer Group. Jim’s current board positions include Southworth International Group, Inc. and Kennebec Technologies, Inc. In the past Jim has served on the boards of Beckwood Services, Inc., Climax Manufacturing Company, The RETEC Group, Inc., Shield Pack, Inc., Chi-Vit, Inc., Questech Metals, Inc., and the Advisory Boards of Seaman Paper Co., Inc. and Animation Technologies, Inc. He is a former director of the Boston Chapter of the Association for Corporate Growth and founder of The Concord Vine, a monthly breakfast group of operating executives, private investors, corporate development professionals and attorneys. He writes regularly on his blog at www.9Stucks.com and for numerous business publications. He graduated with an A.B. in economics from Bowdoin College and an MBA from The Amos Tuck School of Business Administration at Dartmouth College. He earned his CPA while employed with Arthur Andersen & Co. 
Speaker Photo: 
Speaker Name: 
David Lee Kovacs
Speaker Title: 
Partner, Moses & Singer LLP
Speaker Bio: 
David Lee Kovacs practices in most areas of corporate law involving complex business transactions. He focuses on mergers and acquisitions, joint ventures, private equity, lending, licensing, business enterprise structuring and formation, and dispute and "corporate strife" resolution. 
 
David has represented clients in diverse industries, including those in computer software, Internet, natural health products, corporate catering, secret shopping, information technology, apparel, printing, real estate, medical, legal, management consulting and accounting. He has led transactions ranging from a few million dollars to more than $500 million. A substantial part of David's practice involves family businesses.
 
David has been an active speaker and lecturer at law schools and legal education organizations. David has been a speaker on continuing legal education programs sponsored by Strafford and the Clear Law Institute, lecturing on merger and acquisition related subjects. As a member of the Practicing Law Institute (PLI) faculty, he lectured on "Drafting Commercial Agreements" and has been a part of "PLI's MCLE Bridge the Gap Program: Drafting Commercial Agreements."  David has taught two courses at the Fordham University School of Law Continuing Legal Education Program, "Negotiating and Drafting Commercial Agreements" and "Fundamental Principles in Letters of Intent, Employment Agreements, Loan Agreements and Acquisition Agreements."
 
He is a member of the Board of Directors of The Friends of the Open University of Israel. 
 
Speaker Photo: 
Speaker Name: 
Allan Grauberd
Speaker Title: 
Partner, Moses & Singer LLP
Speaker Bio: 
Allan Grauberd is the Chair of Moses & Singer’s Securities and Capital Markets Practice group.  He practices primarily in the corporate and securities areas including venture capital and private placement transactions, mergers and acquisitions involving both public and privately held companies, initial and secondary public offerings, general representation of public companies with respect to ongoing securities and regulatory compliance, and international securities offerings and exchange offers.
 
Allan has completed a large number of acquisition and divestiture transactions in a wide range of industries, with often complex structural issues and with diverse transaction participants, including private equity funds and strategic buyers and sellers,  both domestic and internationally. 
 
Allan provides general representation for a variety of companies In a broad spectrum of industries, in the areas of corporate finance, shareholder relations, employee matters and intellectual property licensing.  He regularly represents venture capital funds with respect to their portfolio investments.  Allan has represented a variety of companies in international distribution and licensing arrangements, as well as facilitating cross border equity and debt transactions.
 
Allan is rated AV Preeminent, the highest legal ability and ethical standards by Martindale-Hubbell in Securities Law.
Speaker Photo: 
Speaker Name: 
Lindsay R. Kaplan
Speaker Title: 
Partner, Moses & Singer LLP
Speaker Bio: 
Lindsay R. Kaplan is a partner in Moses & Singer’s Corporate/Mergers & Acquisitions group. Lindsay’s practice includes advising clients in connection with the structuring, negotiation, and execution of complex transactions. She represents both buyers and sellers with regards to mergers, acquisitions, and divestures across an array of industries. Lindsay listens to clients' needs and provides value-added advice that assists those clients with meeting their business goals.
 
Lindsay has significant experience representing middle market and start-up companies. She counsels businesses in all stages of their growth, commencing from their formation and early stages to representing them in connection with financings and, ultimately, successful exits and M&A acquisitions. Clients also turn to Lindsay as their outside legal counsel for advice on a wide variety of general corporate and commercial matters, including limited liability company formation, corporation incorporation, internal structuring and governance, operating agreements, shareholder agreements, employment and compensation arrangements, non-competition agreements, severance agreements, and general business matters and commercial contracts.
Speaker Photo: 
Speaker Name: 
David Shaw
Speaker Title: 
Editor and Publishing Director, Directors & Boards
Speaker Bio: 
David Shaw is the editor and publishing director of Directors & Boards and Private Company Director. With more than 30 years of experience in business-to-business and consumer media markets, he has served as an editor, publisher, publishing director, group publisher and group vice president of a variety of publications, trade shows, conferences and websites. Prior to founding GRID Media, David served as senior vice president for Phillips Business Information Inc., where he oversaw nearly 100 discrete media properties, and helped build the business from $35 million to more than $100 million in annual revenues. He is a frequent author and speaker on issues related to business-to-business media, multi-generational family businesses and private and public company governance. He is married, with two grown children, one serving in the Navy and the other in law school.
Speaker Photo: 
Benefits: 
    * 60 minutes--maximum value for time
    * Completely free to attend
    * Time for questions and comments
    * All participants receive a copy of the webinar materials after the event
    * Unbiased third party director education
Sponsor: 
Moses & Singer LLP
Serving on the board of a privately owned company is a great opportunity to apply your skills and insights without the regulatory requirements of public company board service.  But there are certain liability issues that are unique to private companies.
 
This webinar will focus on three key areas for the prospective private company director to consider:
 
  • Due Diligence.  What questions should you ask about the company, and what information do you need before making your decision?
 
  • Indemnification.  What types of indemnification will the company provide its board members from claims made against them, and what expenses will the company cover in defending these claims? What should you ask for in an indemnification agreement? 
 
  • Directors & Officers Insurance.  What’s covered under the company’s D&O policy, and how can coverage exclusions be mitigated, especially the  “insured vs. insured” exclusion, which is much more likely to be a concern in a private company environment.
 
Attendees will come away from this session with a punch list of key questions to ask before joining a private company board.
 
Jim McHugh, Director of Southworth International Group, Inc., and Moses & Singer LLP partners David Lee Kovacs, Allan Grauberd and Lindsay Kaplan will share their expertise on these key issues in an interactive environment with time for audience questions.
 
All registrants will receive a copy of the presentation and other materials which will provide additional information for private company board members.

 


Speakers

Jim McHugh

Director, Southworth international Group, Inc.

Jim McHugh is the founder & CEO of McHugh & Co., a strategy and performance improvement consulting firm. Jim specializes in fixing Stuck companies.͟ He created the Stuck’s business diagnostic tool that identifies nine distinct yet interrelated business challenges that cause a company to underperform. His practical approach to working with the leadership of these Stuck companies has produced substantial improvements in strategic focus and alignment, operating performance, organizational clarity, profitability, cash flow and shareholder value. His operating roles include Chairman and CEO of Chi-Vit Corporation and President of Strategies, Inc., an information technology consulting firm. He co-founded (2005) and leads the Maine Board Forum CEO Peer Group. Jim’s current board positions include Southworth International Group, Inc. and Kennebec Technologies, Inc. In the past Jim has served on the boards of Beckwood Services, Inc., Climax Manufacturing Company, The RETEC Group, Inc., Shield Pack, Inc., Chi-Vit, Inc., Questech Metals, Inc., and the Advisory Boards of Seaman Paper Co., Inc. and Animation Technologies, Inc. He is a former director of the Boston Chapter of the Association for Corporate Growth and founder of The Concord Vine, a monthly breakfast group of operating executives, private investors, corporate development professionals and attorneys. He writes regularly on his blog at www.9Stucks.com and for numerous business publications. He graduated with an A.B. in economics from Bowdoin College and an MBA from The Amos Tuck School of Business Administration at Dartmouth College. He earned his CPA while employed with Arthur Andersen & Co. 

David Lee Kovacs

Partner, Moses & Singer LLP

David Lee Kovacs practices in most areas of corporate law involving complex business transactions. He focuses on mergers and acquisitions, joint ventures, private equity, lending, licensing, business enterprise structuring and formation, and dispute and "corporate strife" resolution. 
 
David has represented clients in diverse industries, including those in computer software, Internet, natural health products, corporate catering, secret shopping, information technology, apparel, printing, real estate, medical, legal, management consulting and accounting. He has led transactions ranging from a few million dollars to more than $500 million. A substantial part of David's practice involves family businesses.
 
David has been an active speaker and lecturer at law schools and legal education organizations. David has been a speaker on continuing legal education programs sponsored by Strafford and the Clear Law Institute, lecturing on merger and acquisition related subjects. As a member of the Practicing Law Institute (PLI) faculty, he lectured on "Drafting Commercial Agreements" and has been a part of "PLI's MCLE Bridge the Gap Program: Drafting Commercial Agreements."  David has taught two courses at the Fordham University School of Law Continuing Legal Education Program, "Negotiating and Drafting Commercial Agreements" and "Fundamental Principles in Letters of Intent, Employment Agreements, Loan Agreements and Acquisition Agreements."
 
He is a member of the Board of Directors of The Friends of the Open University of Israel. 
 

Allan Grauberd

Partner, Moses & Singer LLP

Allan Grauberd is the Chair of Moses & Singer’s Securities and Capital Markets Practice group.  He practices primarily in the corporate and securities areas including venture capital and private placement transactions, mergers and acquisitions involving both public and privately held companies, initial and secondary public offerings, general representation of public companies with respect to ongoing securities and regulatory compliance, and international securities offerings and exchange offers.
 
Allan has completed a large number of acquisition and divestiture transactions in a wide range of industries, with often complex structural issues and with diverse transaction participants, including private equity funds and strategic buyers and sellers,  both domestic and internationally. 
 
Allan provides general representation for a variety of companies In a broad spectrum of industries, in the areas of corporate finance, shareholder relations, employee matters and intellectual property licensing.  He regularly represents venture capital funds with respect to their portfolio investments.  Allan has represented a variety of companies in international distribution and licensing arrangements, as well as facilitating cross border equity and debt transactions.
 
Allan is rated AV Preeminent, the highest legal ability and ethical standards by Martindale-Hubbell in Securities Law.

Lindsay R. Kaplan

Partner, Moses & Singer LLP

Lindsay R. Kaplan is a partner in Moses & Singer’s Corporate/Mergers & Acquisitions group. Lindsay’s practice includes advising clients in connection with the structuring, negotiation, and execution of complex transactions. She represents both buyers and sellers with regards to mergers, acquisitions, and divestures across an array of industries. Lindsay listens to clients' needs and provides value-added advice that assists those clients with meeting their business goals.
 
Lindsay has significant experience representing middle market and start-up companies. She counsels businesses in all stages of their growth, commencing from their formation and early stages to representing them in connection with financings and, ultimately, successful exits and M&A acquisitions. Clients also turn to Lindsay as their outside legal counsel for advice on a wide variety of general corporate and commercial matters, including limited liability company formation, corporation incorporation, internal structuring and governance, operating agreements, shareholder agreements, employment and compensation arrangements, non-competition agreements, severance agreements, and general business matters and commercial contracts.

David Shaw

Editor and Publishing Director, Directors & Boards

David Shaw is the editor and publishing director of Directors & Boards and Private Company Director. With more than 30 years of experience in business-to-business and consumer media markets, he has served as an editor, publisher, publishing director, group publisher and group vice president of a variety of publications, trade shows, conferences and websites. Prior to founding GRID Media, David served as senior vice president for Phillips Business Information Inc., where he oversaw nearly 100 discrete media properties, and helped build the business from $35 million to more than $100 million in annual revenues. He is a frequent author and speaker on issues related to business-to-business media, multi-generational family businesses and private and public company governance. He is married, with two grown children, one serving in the Navy and the other in law school.

Benefits

    * 60 minutes--maximum value for time
    * Completely free to attend
    * Time for questions and comments
    * All participants receive a copy of the webinar materials after the event
    * Unbiased third party director education

Sponsor

Moses & Singer LLP