The Perfect Corporate Board: A Handbook for Mastering the Unique Challenges of Small-Cap Companies, 1st Edition

THE DEFINITIVE GUIDE TO SMALL-CAP GOVERNANCE At a time when the U.S. economy is relying on small- and medium-sized companies to provide more jobs, the healthy functioning of corporate boards is more critical than ever. But the dialog on corporate governance has thus far focused predominantly on large corporations. As a result of "one-size-fits-all" governance, small-cap companies are routinely stymied by unique governance issues for which there has been no objective, practical guidance--until now. The Perfect Corporate Board offers best practices designed specifically for smaller companies. It identifies the key challenges board members of smaller companies face on a routine basis, and it provides the solutions to resolve them. The book is organized into threethematic sections: Corporate Finance - selecting a financing structure, hiring the right investment bank, negotiating definitive terms Capital Markets - the realities of smallcap equity research, communicating clearly with the Street, understanding trading volume, stock buybacks, andreverse stock splits Professional Service Providers - hiring and managing investor relations firms, purchasing legal services, thinking like an institutional investor The Perfect Corporate Board is filled with"what if?" scenarios of small-cap situations with a corresponding summary of suggested analyses and more in-depth discussions of the reasoning behind them. If you are a small-cap director, The Perfect Corporate Board is the ideal tool for analyzing your governance challenges with an expertise previously unheard of. It serves as a resource you can return to again and again, as new governance issues arise. Praise for The Perfect Corporate Board “If you are a director of a small-cap company, you need this book.” Karen Kane, Board Performance Specialists “In a previous interview I did with the late David Thomson I asked him what he thought was the biggest deterrent to an emerging growth company’s success. To my surprise he said, ‘the corporate board.’ His response really got me thinking about why this is and why no one is really talking about it. Fortunately only a few months later, Adam Epstein wrote a great book talking about this topic as it relates to micro- and small-cap companies.” Ian Cassel, MicroCapClub “Epstein, a former hedge fund manager who advises small-cap boards, writes with the authority of an experienced investor in scores of micro-cap and small-cap companies, who has seen what can happen to companies with talented leadership and promising products, but which lack the kind of support from their boards that is uniquely needed by them.” Brett Goetschius, Growth Capitalist “I’ve already recommended the book to the board of one small-cap I recently invested in and to the CEO of a start-up I am considering. I’ll be expecting some interesting discussions with directors at both firms in the coming year, thanks to what I learned from The Perfect Corporate Board. Don’t go public without it.” James McRitchie, CorpGov.net “I wish I had read The Perfect Corporate Board years ago. Adam only wrote it last year. That’s my only excuse – if you are on a small-cap board and don’t read this then you will have no excuse!” Julie Garland McLellan “Adam has produced a first of its kind playbook specifically for — a neglected segment which happens to drive most of today’s job growth and innovation — small-cap companies. The Perfect Corporate Board is a remarkable new book.” Dean DeBiase, Reboot Partners