Board Governance for Startups: Structure, Fiduciary Duties & Best Practices (2025)

A well-structured board of directors provides strategic guidance, fiduciary oversight, and investor confidence as your startup scales. This guide covers board composition, fiduciary duties, observer rights, protective provisions, D&O insurance, and meeting best practices.

Why Board Governance Matters

Strategic Value

Governance provides:

  • Strategic guidance from experienced operators
  • Network access (customers, partners, talent)
  • Fundraising credibility and investor oversight
  • Risk management and compliance oversight

Legal Requirements

Delaware General Corporation Law (DGCL):

  • Board manages business and affairs of corporation (DGCL § 141(a))
  • Directors owe fiduciary duties to corporation and stockholders
  • Board may delegate authority to committees or officers

Investor expectations:

  • VCs typically require board seats and protective provisions
  • Board composition negotiated in term sheet
  • D&O insurance expected at Series A+

Board Composition by Stage

Pre-Seed: Founders-Only Board

Typical composition:

  • 1-3 founders comprise entire board
  • No outside directors or investors

Advantages:

  • Maximum founder control
  • Speed and flexibility
  • No external oversight burden

When to evolve:

  • Raising institutional capital (angel, seed, Series A)
  • Adding advisors with governance experience
  • Preparing for significant growth

Seed: Founder + Investor Board

Typical composition:

  • 2 common directors (founders/management)
  • 1 preferred director (lead investor or majority preferred)
  • Total: 3 directors

Example term sheet language:

The Board shall consist of three (3) directors:
- Two (2) directors elected by holders of Common Stock
- One (1) director elected by holders of Preferred Stock

Control:

  • Founders maintain 2/3 voting control
  • Investor has board seat but not control

Series A: Adding Independent Director

Typical composition:

  • 2 common directors (CEO + 1 founder or executive)
  • 1 seed preferred director
  • 1 Series A preferred director
  • 1 independent director (mutually agreed by common + preferred)
  • Total: 5 directors

Example term sheet language:

The Board shall consist of five (5) directors:
- Two (2) directors elected by holders of Common Stock
- One (1) director elected by holders of Series Seed Preferred
- One (1) director elected by holders of Series A Preferred
- One (1) independent director mutually agreed by Common and Preferred

Control:

  • Balanced board (2 founders, 2 investors, 1 independent)
  • Independent serves as tiebreaker

Series B+: Investor Majority

Typical composition:

  • 2 common directors (CEO + 1 executive)
  • 3+ preferred directors (Seed, A, B lead investors)
  • 1-2 independent directors
  • Total: 7 directors

Control:

  • Investors typically control majority of board
  • Founders retain influence through common director seats
  • Independents provide objectivity

Board Size Summary

Stage Typical Size Common Directors Preferred Directors Independent Directors
Pre-seed 1-3 All founders 0 0
Seed 3 2 1 0
Series A 5 2 2 1
Series B 5-7 2 2-3 1-2
Series C+ 7-9 2 3-5 2

Independent Directors

What is an Independent Director?

An independent director is a board member with no material relationship with the company—not an employee, investor, founder, or significant vendor/customer.

Why independent directors matter:

  • Objectivity: No financial stake beyond director compensation
  • Mediation: Resolves founder-investor conflicts
  • Expertise: Brings specialized skills (finance, legal, industry)
  • Credibility: Signals governance maturity to investors, customers, partners

When to Add an Independent Director

✅ You should add an independent director if:

  • Raising Series A+ (investors typically require it)
  • Board is deadlocked (founder-investor conflicts)
  • You need specialized expertise (CFO-level finance, regulatory, M&A)
  • Preparing for IPO (audit committee requires independent directors)

❌ You don't need an independent director if:

  • Pre-seed/seed stage with founder control
  • No investor board seats yet
  • Board functions smoothly without external perspective

Finding and Recruiting Independent Directors

Sources:

  • VC firm networks (ask lead investors for recommendations)
  • Executive search firms (Spencer Stuart, Heidrick & Struggles)
  • Director marketplaces (OnBoard, The Board List, Equilar)
  • Industry conferences and accelerator networks

Ideal profile:

  • 10-20 years relevant experience (prior CEO, CFO, general counsel, or industry leader)
  • Public company board experience (preferred but not required)
  • Complementary expertise (finance, legal, sales, product)
  • No conflicts (not competitor, investor in competitor, or advisor to competitor)

Vetting process:

  1. Reference checks (3-5 references from CEOs, board colleagues)
  2. Background check (D&O questionnaire, legal/regulatory history)
  3. Conflict check (portfolio companies, advisory roles, family relationships)

Compensating Independent Directors

Equity-based compensation (typical):

  • Initial grant: 0.25% - 1.0% of fully diluted equity (vesting over 4 years)
  • Annual refresh: 0.1% - 0.5% per year

Cash compensation (less common at early stage):

  • $10,000 - $50,000 per year (Series B+)
  • $1,000 - $5,000 per meeting (if no annual retainer)

Expense reimbursement:

  • Travel, lodging, meals for board meetings

Market benchmarks:

Stage Equity Grant Annual Cash Total Comp Value
Series A 0.5% - 1.0% $0 - $10K $50K - $150K
Series B 0.25% - 0.5% $10K - $25K $75K - $200K
Series C+ 0.1% - 0.25% $25K - $50K $100K - $300K
Pre-IPO 0.05% - 0.15% $50K - $100K $200K - $500K

Fiduciary Duties

Directors owe two core fiduciary duties to the corporation and its stockholders:

1. Duty of Care

Definition: Directors must make informed, prudent decisions in good faith.

Requirements:

  • Attend meetings: Participate in all board meetings (or send apologies with advance review of materials)
  • Review materials: Read board decks, financials, and supporting documents before meetings
  • Ask questions: Probe management assumptions, challenge risky decisions, request additional information
  • Engage advisors: Retain independent counsel, financial advisors, or consultants for complex decisions (M&A, financings, litigation)

Business Judgment Rule:

  • Courts defer to board decisions made with care, good faith, and no conflicts
  • Directors protected from liability if they satisfy duty of care (even if outcome is poor)

Breach examples:

  • Rubber-stamping management decisions without review
  • Missing multiple consecutive board meetings
  • Ignoring red flags (financial distress, regulatory violations, fraud allegations)

2. Duty of Loyalty

Definition: Directors must act in the best interests of the corporation and stockholders—not their own personal interests.

Requirements:

  • No self-dealing: Avoid transactions benefiting directors personally (unless approved by disinterested directors)
  • Disclose conflicts: Declare any conflicts of interest (financial, familial, competitive)
  • Recuse when conflicted: Abstain from voting on conflicted transactions
  • Corporate opportunity doctrine: Don't take business opportunities that rightfully belong to the company

Breach examples:

  • Competing with the company
  • Taking corporate opportunity for personal gain (e.g., acquiring customer, IP, or vendor relationship)
  • Approving related-party transaction without disclosure
  • Using confidential information for personal benefit

3. Duty of Good Faith (Implied)

Definition: Directors must act honestly and in furtherance of the corporation's best interests.

Breach examples (bad faith):

  • Intentional misconduct or fraud
  • Conscious disregard of duties ("didn't care" standard)
  • Acting with improper motive (personal animosity, revenge)

Enhanced Scrutiny for Change of Control

When approving a sale, merger, or liquidation (Revlon duties), directors must:

  • Seek to maximize stockholder value
  • Conduct market check (solicit bids, run auction, or demonstrate best deal)
  • Act reasonably to get best price

Practical impact:

  • Board must document process (investment banker engagement, outreach to strategic/financial buyers)
  • Cannot favor one buyer for non-economic reasons (personal relationships, future employment)

Board Observer Rights

What are Observer Rights?

Board observer rights allow investors to attend board meetings without voting—providing transparency without governance control.

Typical features:

  • Observer receives all board materials (decks, financials, minutes)
  • Observer may attend all meetings and participate in discussion
  • Observer has no vote
  • Observer bound by confidentiality and conflicts policy

When Investors Get Observer Rights

✅ Observer rights typically granted to:

  • Investors below board seat threshold (e.g., hold <10% preferred stock)
  • Strategic investors or angels without board seat
  • Co-investors in syndicate (lead investor gets board seat, others get observer rights)
  • Investors losing board seat in later round (downgraded from director to observer)

Threshold examples:

  • "Observer rights for any Preferred holder with ≥5% of outstanding Preferred Stock"
  • "Series A investors holding ≥$1M in Preferred Stock"

Company Protections

Standard observer exclusions:

The Company may exclude Observer from any meeting (or portion thereof) if:
(a) Company counsel advises exclusion is necessary to preserve attorney-client privilege;
(b) Discussion involves potential conflicts of interest with Observer or its affiliates;
(c) Discussion involves competitively sensitive information.

Confidentiality requirement:

Observer agrees to maintain confidentiality of all Board materials and discussions,
and shall not use such information for any purpose other than monitoring investment.

Managing Multiple Observers

Challenge: 5+ observers in board meetings creates logistical complexity and limits candid discussion.

Solutions:

  1. Threshold limits: Only investors with >$1M invested or >10% ownership get observer rights
  2. Shared observer: Investors designate single representative to rotate among multiple firms
  3. Information rights in lieu of observer rights: Provide monthly/quarterly financials and investor updates instead of board meeting attendance
  4. Executive session: Hold observer-free executive sessions for sensitive topics

Protective Provisions

What are Protective Provisions?

Protective provisions (also called "consent rights" or "veto rights") give preferred stockholders the right to block certain fundamental corporate actions.

Purpose:

  • Protect investors from dilution, adverse changes to their rights, or value-destroying decisions
  • Apply to "fundamental" decisions (not day-to-day operations)

Standard Protective Provisions

Preferred stockholders (voting as a class) must approve:

Capital structure changes:

  • ✅ Authorize or issue senior or pari passu securities (new class of preferred stock ranking equal or senior)
  • ✅ Increase or decrease authorized shares of Preferred Stock
  • ✅ Reclassify, alter, or amend Preferred Stock rights

Corporate structure changes:

  • ✅ Merge, consolidate, or sell all/substantially all assets
  • ✅ Liquidate, dissolve, or wind up the Company
  • ✅ Amend Certificate of Incorporation or Bylaws in manner adverse to Preferred

Financial decisions:

  • ✅ Incur debt >$[500K - $2M] (threshold negotiated)
  • ✅ Make loans or guarantees >$[250K - $1M]

Governance and related-party:

  • ✅ Change size of Board of Directors
  • ✅ Pay dividends or repurchase Common Stock (except employee equity repurchases)
  • ✅ Approve related-party transactions >$[100K - $500K]

Series-Specific vs Class-Wide Protective Provisions

Class-wide (all Preferred voting together):

  • Most protective provisions apply to all Preferred Stock voting as a single class
  • Example: "Approval by holders of majority of outstanding Preferred Stock"

Series-specific (only Series A, Series B, etc.):

  • Some provisions give each series independent veto
  • Example: "Approval by holders of majority of Series A Preferred Stock"
  • Common for: senior securities issuance, adverse amendments to that series' rights

Negotiating Protective Provisions

Founder-friendly:

  • Higher thresholds for debt/spending ($2M+ debt, $1M+ related-party transactions)
  • Carve-outs for ordinary course activities (customer contracts, vendor agreements, employee equity)
  • Sunset after achieving milestones (profitability, $10M ARR, or Series C)

Investor-friendly:

  • Lower thresholds ($500K debt, $250K related-party transactions)
  • Broader coverage (hiring/firing executives, opening new offices, strategic partnerships)
  • Supermajority requirements (66% or 75% of Preferred, not just majority)

D&O Insurance

What is D&O Insurance?

Directors & Officers (D&O) insurance protects board members and executives from personal liability for claims arising from their corporate decisions.

Who needs it:

  • Startups with outside investors (VCs typically require D&O as condition of funding)
  • Companies with independent directors
  • Pre-IPO companies preparing for liquidity event

What D&O Covers

Side A (Individual Protection):

  • Covers directors/officers personally when company cannot indemnify
  • Examples: Company bankrupt, indemnification prohibited by law, wrongful act exclusions
  • Priority: Side A is primary coverage (most important)

Side B (Company Reimbursement):

  • Reimburses company for indemnification payments to directors/officers
  • Examples: Company indemnifies director for defense costs, settlement, or judgment

Side C (Entity Coverage):

  • Covers company itself for securities claims
  • Examples: Shareholder derivative suits, securities fraud allegations

Common Claims

Claim Type % of Claims Median Loss Example
Shareholder/fiduciary duty 20% $3.1M Derivative suit for breach of fiduciary duty, failure to maximize value in M&A
Regulatory 20% $2.5M SEC investigation, FTC enforcement, GDPR violation
Employment practices 15% $1.8M Wrongful termination, discrimination, harassment by executive
Customer disputes 10% $1.2M Breach of contract, misrepresentation, product failure
Competitor claims 10% $900K Trade secret misappropriation, unfair competition, IP infringement

When to Buy D&O Insurance

✅ You need D&O insurance if:

  • You've raised institutional capital (VCs require it in financing docs)
  • You have independent directors (they expect D&O as condition of service)
  • You have significant revenue or contracts (customer disputes, regulatory risk)
  • You're preparing for M&A or IPO (D&O required in transaction)

Timing:

  • Seed stage: Optional (unless investor requires it)
  • Series A: Strongly recommended (investors and independent directors expect it)
  • Series B+: Required (standard condition in term sheet)

Cost and Coverage Limits

Typical cost:

Stage Premium (Annual) Coverage Limit Per-Director Value
Seed $3,000 - $10,000 $1M - $2M ~$300K - $700K
Series A $8,000 - $20,000 $2M - $5M ~$400K - $1M
Series B $15,000 - $40,000 $5M - $10M ~$700K - $1.5M
Series C+ $30,000 - $100,000 $10M - $25M ~$1.5M - $3M

Cost factors:

  • Stage and revenue (earlier stage = lower premium)
  • Industry (fintech, healthcare, defense = higher risk = higher premium)
  • Coverage limit and retentions (higher limits = higher premium)
  • Claims history (prior claims increase premium)

Key Policy Terms

Retentions (deductibles):

  • Side A retention: $0 (no retention for individual directors)
  • Side B/C retention: $25K - $250K (company pays first dollar of defense costs)

Exclusions (not covered):

  • Intentional fraud, criminal acts, personal profit
  • Bodily injury or property damage (covered by general liability insurance)
  • Prior acts (claims arising from conduct before policy inception)
  • Insured vs insured (director suing another director)

Tail coverage (run-off):

  • Extends coverage 3-7 years post-transaction (M&A, IPO)
  • Typically 200%-300% of annual premium
  • Buyer or company pays for tail policy as closing condition

Board Meetings

Meeting Cadence

Typical frequency:

Stage Board Meetings Committee Meetings Duration
Seed Quarterly None 1-2 hours
Series A Quarterly or bi-monthly Annual (audit/comp) 2-3 hours
Series B+ Quarterly Quarterly (audit/comp) 3-4 hours
Pre-IPO Quarterly + special meetings Quarterly (audit/comp/nominating) 4-6 hours

Board Meeting Agenda (Typical)

1. Executive session (15-30 min):

  • Investors + independent directors (CEO not present)
  • Discuss CEO performance, strategy, fundraising, conflicts

2. Management presentation (60-90 min):

  • Financial performance (revenue, burn, runway, KPIs)
  • Product and engineering updates (roadmap, releases, technical debt)
  • Sales and marketing (pipeline, CAC, LTV, churn)
  • Operational updates (hiring, org changes, office/facilities)
  • Strategic initiatives (partnerships, M&A, international expansion)

3. Discussion and Q&A (30-60 min):

  • Directors ask questions, challenge assumptions
  • Management responds, requests feedback and guidance

4. Formal actions (15-30 min):

  • Approve resolutions (equity grants, financings, M&A, amendments)
  • Ratify committee actions (audit, compensation)

5. Executive session (15-30 min):

  • CEO + independent directors (investors not present)
  • Discuss investor relations, board dynamics, fundraising strategy

Board Materials and Pre-Read

Timeline:

  • T-7 days: Draft board deck circulated to management for review
  • T-3 days: Final board deck sent to directors (72-hour pre-read)
  • T-1 day: Follow-up materials (financials, committee reports, resolutions)

Board deck contents:

  • Executive summary (1-2 slides): key metrics, highlights, lowlights, asks
  • Financial summary (3-5 slides): P&L, cash flow, burn, runway, variance analysis
  • KPI dashboard (1-2 slides): ARR, bookings, pipeline, CAC, LTV, churn, NPS
  • Product/engineering (2-4 slides): releases, roadmap, technical priorities
  • Sales/marketing (2-4 slides): pipeline, win/loss, marketing funnel, CAC/LTV
  • People/culture (1-2 slides): headcount, open roles, retention, DEI
  • Strategic initiatives (2-4 slides): partnerships, M&A, fundraising, expansion
  • Asks/approvals (1 slide): resolutions, equity grants, budgets, hires

Best practices:

  • Keep deck <25 slides (exception: deep-dive sessions on product, M&A, strategy)
  • Use appendix for supporting detail
  • Send financial model (Excel) separately for directors to explore

Board Resolutions and Consents

When formal resolutions required:

  • Equity issuances (employee grants, investor financings)
  • Stock repurchases (employee equity buybacks)
  • Material contracts (>$500K annual commitment, strategic partnerships)
  • M&A (LOI, definitive agreements, closing approvals)
  • Amendments to charter or bylaws
  • Officer appointments and removals
  • Debt financings (loans, credit facilities, guarantees)

Written consent in lieu of meeting:

  • Unanimous written consent allows board action without convening meeting
  • Common for time-sensitive or routine approvals (equity grants, minor amendments)
  • Delaware law permits unless charter/bylaws prohibit (DGCL § 141(f))

Common Governance Mistakes

1. Ignoring Fiduciary Duties

Mistake: Directors treat board role casually—skip meetings, don't read materials, rubber-stamp management decisions.

Why it's bad:

  • Breach of duty of care (personal liability)
  • Poor decisions (lack of oversight leads to strategic, financial, or legal problems)
  • Investor and employee loss of confidence

Better approach:

  • Attend all meetings (or send advance apology with thorough material review)
  • Read board deck 72 hours in advance; come prepared with questions
  • Challenge management assumptions, especially on risky bets (burn rate, hiring plan, product pivots)

2. Conflicts of Interest Without Disclosure

Mistake: Director participates in or votes on transaction in which they have personal interest (related-party deal, competing investment, family relationship).

Why it's bad:

  • Breach of duty of loyalty
  • Transaction voidable (court may rescind or award damages)
  • Reputational harm, loss of board seat

Better approach:

  • Disclose all conflicts in writing (update annually via D&O questionnaire)
  • Recuse from discussion and voting on conflicted matters
  • Board approves conflicted transactions by majority of disinterested directors

3. No Independent Directors at Series A+

Mistake: Series A board consists only of founders and investors (no independent director).

Why it's bad:

  • Founder-investor conflicts escalate without neutral mediator
  • Lack of specialized expertise (finance, legal, operations)
  • Governance immaturity signals risk to later investors

Better approach:

  • Add independent director at Series A (negotiated in term sheet)
  • Recruit industry expert or prior CFO/CEO with relevant experience
  • Compensate fairly (0.5%-1% equity, vesting over 4 years)

4. No D&O Insurance with Outside Directors

Mistake: Company has independent directors and investors on board, but no D&O insurance.

Why it's bad:

  • Personal liability risk for directors (breach of duty, regulatory claims, shareholder suits)
  • Difficulty recruiting quality directors (expect D&O protection)
  • Investors require D&O in financing documents

Better approach:

  • Buy D&O insurance at Series A (when adding independent director and institutional investors)
  • $2M-$5M coverage limit (Series A), $5M-$10M (Series B+)
  • Cost: $8K-$20K annually for early-stage startups

5. Ignoring Protective Provisions

Mistake: Management takes action requiring Preferred stockholder consent (e.g., incur $1M debt, hire executive, approve related-party deal) without obtaining approval.

Why it's bad:

  • Breach of investor rights agreement
  • Action voidable (lenders may demand repayment, contracts rescinded)
  • Loss of investor trust, potential litigation

Better approach:

  • Maintain checklist of protective provisions (from Investors' Rights Agreement, Certificate of Incorporation)
  • Route major decisions through general counsel or CFO for consent analysis
  • Obtain written consent via board resolution or stockholder written consent

FAQ

How many board members should a startup have?

Rule of thumb:

  • Pre-seed: 1-3 (founders only)
  • Seed: 3 (2 founders, 1 investor)
  • Series A: 5 (2 founders, 2 investors, 1 independent)
  • Series B+: 5-7 (2 founders, 2-3 investors, 1-2 independents)

Best practices:

  • Use odd numbers to avoid tie votes
  • Don't exceed 9 directors (unwieldy, slow decision-making)

When should we add an independent director?

At Series A or when:

  • Investors require it in term sheet (standard for Series A+)
  • Founder-investor conflicts need neutral mediator
  • You need specialized expertise (CFO-level finance, regulatory, M&A experience)

Recruiting:

  • Ask lead investors for recommendations
  • Use executive search firms or director marketplaces (OnBoard, Equilar, The Board List)
  • Compensate with 0.5%-1% equity (vesting over 4 years)

What are protective provisions?

Protective provisions give preferred stockholders veto rights over major corporate decisions:

  • Issuing senior or pari passu securities
  • Merging, selling, or liquidating the company
  • Incurring debt >$[threshold]
  • Changing board size
  • Amending charter/bylaws adversely

Purpose: Protect investors from dilution, value destruction, or adverse changes to rights.

Process: Company must obtain written consent from majority (or supermajority) of Preferred Stock before taking protected action.

Do we need D&O insurance at Seed stage?

Optional at Seed, required at Series A+.

You need D&O insurance if:

  • Investors require it (check term sheet and financing documents)
  • You have independent directors (they expect D&O as condition of service)
  • You have significant revenue or regulatory exposure

Cost at Seed: $3K-$10K annually for $1M-$2M coverage

What happens if a director breaches fiduciary duty?

Consequences depend on breach severity:

Duty of care breach (negligence):

  • Generally protected by business judgment rule if director acted in good faith
  • If gross negligence: potential personal liability for damages
  • Indemnification: Company may indemnify if permitted by charter/bylaws and Delaware law

Duty of loyalty breach (self-dealing, conflicts):

  • Director liable for damages to company
  • Transaction voidable (court may rescind)
  • Indemnification typically NOT available for disloyal conduct
  • D&O insurance exclusion (intentional fraud, personal profit)

Mitigation:

  • Disclose conflicts, recuse from conflicted decisions
  • Maintain D&O insurance (covers defense costs even if claim ultimately fails)
  • Document decision process (board minutes, committee reports, advisor opinions)

What's the difference between a director and an observer?

Feature Director Observer
Voting rights Yes No
Fiduciary duties Yes (duty of care, duty of loyalty) No (only confidentiality)
Board materials Yes Yes
Meeting attendance Yes Yes (subject to exclusions)
D&O insurance Covered Typically not covered
Compensation Equity (0.5%-1%) + cash Typically none

When used:

  • Director: Investor with board seat (negotiated in term sheet)
  • Observer: Investor below board seat threshold, strategic investor, or co-investor

How often should the board meet?

Typical cadence:

  • Seed/Series A: Quarterly (every 3 months)
  • Series B+: Quarterly or bi-monthly (every 2 months)
  • Pre-IPO: Quarterly + special meetings for M&A, financings

Committee meetings:

  • Audit and compensation committees meet quarterly or annually (depending on stage)

Resources

Corporate Governance Standards

  • Delaware General Corporation Law (DGCL) (https://delcode.delaware.gov/title8/c001/): Delaware corporate law governing board duties
  • Model Business Corporation Act (MBCA) (https://www.americanbar.org/groups/business_law/resources/model-acts/): Model corporate statute (non-Delaware states)
  • NASDAQ Listing Rules (https://listingcenter.nasdaq.com/rulebook/nasdaq/rules): Governance requirements for public companies

Board Governance Guides

  • NVCA Model Documents (https://nvca.org/model-legal-documents/): Term sheet, investors' rights agreement, voting agreement
  • National Association of Corporate Directors (NACD) (https://www.nacdonline.org): Director training and governance best practices
  • Stanford Directors' College (https://www.gsb.stanford.edu/exec-ed/programs/directors-college): Executive education for directors

Fiduciary Duties

  • Revlon, Inc. v. MacAndrews & Forbes Holdings (Delaware Supreme Court, 1986): Enhanced scrutiny for change of control
  • Smith v. Van Gorkom (Delaware Supreme Court, 1985): Duty of care in M&A decisions
  • Stanford Law School – Fiduciary Duties of the Board (https://law.stanford.edu): Comprehensive overview of duty of care, loyalty, good faith

D&O Insurance

  • Woodruff Sawyer – Private Company D&O Guide 2025 (https://woodruffsawyer.com/insights/private-company-do-insurance-guide)
  • WTW – D&O Liability: A Look Ahead to 2025 (https://www.wtwco.com/en-us/insights/2025/01/directors-and-officers-d-and-o-liability-a-look-ahead-to-2025)
  • Vouch Insurance (https://www.vouch.us/coverages/directors-and-officers): Startup-focused D&O coverage

Director Recruiting

  • OnBoard (https://www.onboard-board.com): Director search and marketplace
  • The Board List (https://theboardlist.com): Women board candidates
  • Equilar BoardEdge (https://www.equilar.com/boardedge): Director network and search

Need Help with Board Governance?

Building an effective board requires careful attention to composition, fiduciary duties, investor rights, and operational best practices. Whether you're negotiating your first term sheet, recruiting independent directors, or managing board conflicts, Promise Legal can help.

We assist startups with:

  • Board composition and term sheet negotiation (protective provisions, board seats, observer rights)
  • Director recruiting and onboarding (independent director searches, compensation, D&O questionnaires)
  • Governance documentation (board resolutions, consents, committee charters, conflict policies)
  • Fiduciary duty training and compliance
  • D&O insurance procurement and claims management

Schedule a consultation →

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