02:00 PM - 03:30 PM (Pacific)
03:00 PM - 04:30 PM (Mountain)
04:00 PM - 05:30 PM (Central)
05:00 PM - 06:30 PM (Eastern)

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Overview

All corporations in the United States must have a board of directors, which holds for even the smallest of companies. The vast majority of these corporations are tiny and owned by a single or a small number of individuals who are actively involved in day-to-day management. And for these firms, the board of directors is usually nothing more than a legal formality.  

But when a company grows large enough or has realistic ambitions to do so, it must look to form a board. And the same is true whether the company happens to be a limited liability company with one or more managing members.

In either case, the first step may take the form of an advisory board. However, at least in the case of most such companies, there is an ultimate need for a real board – a fiduciary board of directors.

It sounds simple, but creating and properly utilizing a board has many complexities based on ownership (e.g., public vs. private companies) and other factors. However, the ultimate objective of any board must be to meet the needs of the company over which it is a steward. Structure makes all of the difference in enabling this objective.

This episode of Bare Bone Board Basics compares and contrasts (1) advisory boards, (2) fiduciary boards of private corporations, (3) fiduciary boards of public corporations, and (4) managing members of limited liability companies.

As with each episode in this series, the information presented in this webinar will be equally helpful and accessible to company owners/leadership as to board members and prospective board members.  For information about other episodes in the series, click here.

Thank you to our National and Gold Chapter Sponsors!

Panelists

Will Clarke Founder & President Clarke Growth and Sustainment Strategies

Will Clarke is the Founder and President of Clarke Growth and Sustainment Strategies, an advisory firm specializing in guiding early-stage companies’ business expansion. He serves as an Independent Director for Ascent Solar Technologies (OTC: ASTI), an Advisor for Glass Inc, and on two nonprofit Boards.  Previously, he led the Global Supply Chain business unit for Atlas Airlines (NASDAQ: AAWW) and directed turnaround initiatives for Best Buy (NYSE: BBY).  Will served 25 years as a Naval Officer, where he completed 10 deployments on a ship, submarine, and two aircraft carriers in support of war and peacetime operations. Will earned a BSc in Mathematics from U.S. Naval Academy, an MSc in Management from Naval Postgraduate School, and completed the Corporate Governance Program at Columbia University. 

Bob Lerner

Robert L. Lerner has 35 years experience in the investment management industry.   Bob has co-founded and invested in several successful startups and has been a director to private and public companies.  He has been a trusted advisor to early-stage hedge funds, investment research firms, and growth equity investment funds. His focus is on business development, product design, strategy, business operations, and compliance.  He currently is chairman of InfraSight Software Corporation.  Bob is a graduate of Cornell University and Boston University Law School.

Kathleen Murray Board Member, Angel Investor and Advisor

Kathy Murray is an approachable and creative business growth executive, board member, angel investor and advisor. Kathy is Co-Founder of Tech Up for Women and Principal of McMorran Strategists. Earlier, Kathy held key C-Suite roles at publicly-traded firms and partnerships - Aetna, PwC and FARO. Currently, she is Fiduciary Board Member & Diversification Committee Chair of Daily Gazette  (Winner of 2021 Private Directors Magazine Board Award), Founder of Executive Forum Angels, Board Chair of Harvard Business School Women's Association, Life Trustee for University of Rochester, and Fellow at the Foreign Policy Association, Kathy received a BA in Math/General Science from the University of Rochester and the Advanced Management Program Degree from Harvard Business School.

Moderator

Jonathan Friedland Partner Sugar Felsenthal Grais & Helsinger LLP

Jonathan Friedland is a partner with Sugar Felsenthal, where he regularly counsels boards of directors and owners of companies in financial distress. His broad experience includes representing companies, buyers, and committees in chapter 11 bankruptcy, out-of-court workouts, and liquidations. He also has substantial experience in running a wide variety of corporate transactions and a wide array of commercial litigation. Peers and legal publications recognize Jonathan as a leading corporate restructuring and insolvency attorney. For example, he has been rated for many years as AV® Preeminent™ by Martindale-Hubbell, 10/10 by AVVO, and 10/10 by Justia). Jonathan is the principal author of two leading legal treatises and more than 100 peer-reviewed articles widely cited by legal scholars. In three years, Jonathan graduated magna cum laude from the State University of New York at Albany University (in three years) and the University of Pennsylvania Law School.

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