Those who successfully complete this course will be able to:
- describe the fiduciary responsibilities of directors and outline how these increase the confidence of banks and funders, benefiting PE companies;
- outline the fundamentals of good governance structure, process and practice, and explain why attention to these enhances portfolio company performance and reputation;
- demonstrate a respect for confidentiality and an awareness of the value of attorney-client privilege in PE deal-making;
- discuss the value a corporate secretary (agency, full-time or company counsel) can bring to portfolio board operations;
- appreciate how value is created in the private equity sphere;
- identify the drivers of PE director, company executive and independent director behaviors, and demonstrate an awareness of how differing imperatives can make governance challenging;
- read the dynamic of the board and pinpoint how and where differences in objectives and strategic misalignments can arise, outlining the value of the objective role of independent directors;
- outline the difference between valuation increase and value creation, and why this difference can lie at the heart of portfolio company boardroom dilemmas;
- describe the high speed and high stakes of private equity decision-making and demonstrate the acumen and nous to be able to analyze, question and contribute in this area;
- recognize the myriad of corporate structures and unique financing and compensation arrangements and their impact on financial reporting, key financial metrics, such as EBITDA, and tax treatment;
- recognize the importance of cash flow management and liquidity, and the impact of failing a debt covenant, troubled debt restructuring, the entity’s ability to continue as a going concern and potential for bankruptcy proceedings;
- detail exit strategy alternatives, including sale, roll-ups, M&A, etc.
- recognize the resilience, character, and interpersonal skills necessary to survive and succeed in a portfolio company boardroom and accurately assess their own ability to serve well as a director in this sector.
- demonstrate fluency in using the jargon of PE management and governance, appreciating investment objectives and motivation;
- explain why traditional PE networks may no longer provide the directors needed to serve on boards of portfolio companies; and
- describe how boards can benefit from the diversity and perspective a true independent director can provide.