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 three thematic 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, and reverse 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.
As American public companies struggle to provide more jobs and better compete on the international stage, The Perfect Corporate Board assists both efforts by helping you maximize decision-making effectiveness.
With all the emphasis upon well-known large-cap multinationals, it's easy to overlook the fact that more than seven out of every ten U.S.-listed public companies have market capitalizations less than $500 million. Not only are the vast majority of public companies small, but most directors govern small companies--companies that aren't well known individually, but collectively supply our country with the lion's share of its jobs and innovation.
Until now, there has been no governance book that addresses issues specific to these companies. The Perfect Corporate Board covers governance issues unique to small public companies and helps any board member:
- Avoid conflicts of interest inherent in outsourcing critical decision making
- Minimize shareholder dilution through the use of objective capital markets data
- Develop a framework for analyzing recurring small-cap governance issues
The Perfect Corporate Board helps you make better decisions for organizational success. It provides objective, practical advice on such topics as analyzing prospective financings, equity research, trading volume, short selling, investment banking, communicating with the Street, stock buybacks, and hiring the right lawyers and auditors.
The Perfect Corporate Board empowers you to play a vital role in moving your company beyond the next horizon.
About the Author
Adam Epstein is a corporate director and capital markets expert with extensive finance, legal, and operating experience. He is a National Association of Corporate Directors Board Leadership Fellow, and he speaks and writes regularly in national forums with respect to corporate governance. Prior to governing and advising small-cap companies, Mr. Epstein comanaged a special situation hedge fund that invested in more than 500 small-cap financings. He has been featured on CNN and in the Wall Street Journal and has been quoted in, among others, Bloomberg Businessweek, CBS Marketwatch, Reuters, and Lipper Hedge World.
