The FIP is a “Formerly Important Person”. This person is often a CEO who has just left their role where they were an imperial CEO. A leader who didn’t have high EQ or whose role enabled their ego to be unchecked for too long.

While this FIP is an outlier example, many of us have experienced a version of this behavioral phenomenon.

I’m speaking about what you do when you have someone on the board who’s used to being in command and control. The FIP is used to a hierarchical nature where anything he/she says is considered absolute/incontrovertible and should be immediately acted on. It is very hard for the Formerly Important Person to make the transition to learn how to be a good board member.

Entrepreneur, board member and corporate governance expert, not to mention a former three-time CEO, Betsy Atkins is a very smart, very accomplished, very successful woman. She shares her life lessons with Susan Armstrong.

As directors think through the learnable takeaways from the collapse of SVB, there are a couple of very clear learnings for me, and I am sure for all of us.

We all need to spend more time on enterprise risk management.

Identify the top 5 biggest existentialist risks to your business.

Public companies are subject to significant regulation and, as such, do ERM risk reviews in their audit committee and look to management to propose mitigations for each risk.

Private companies are no subject to the same regulation and, as such, often do not do enterprise risk management exercises.

The Covid-19 pandemic was a catalyst for huge change in the way we all live and work. Many companies had to quickly pivot to a work from home model. This resulted in an acceleration of technology adoption / digital transformation by 5-10 years.

Before 2020, the US was experiencing a 40-year decline in entrepreneurship. The pandemic has resulted in a huge entrepreneurial boom. From 2019 to 2020 the number of new businesses created grew by 24%.

Each and every one of us has a unique set of experiences, skills, and values that shape how we approach the world in which we live and work—how we operate both personally and professionally. That is what you want to communicate in creating and promoting your personal brand when you are branding yourself to try to join for your first board of directors.  

As a director who has often come in after a major corporate crisis to clean up and reinvigorate the board. I share a few thoughts. After a crises boards realize they need to embrace change to mitigate further corporate vulnerability. I think it’s time for us to go “back to basics” and learn from the Southwest catastrophe and visit our crises management approach.

Reciprocity is an important concept in all aspects of life, but it’s one that is often undervalued, overlooked, or scorned in the context of business. However, many people, including us, have found a great degree of success in their careers by using reciprocity both for their own benefit and the benefit of others.

Helping and doing favors or good deeds is one of the basic teachings we learned as children: “Do to others what you would have them do to you.” Doing good deeds has also been proven to release endorphins, which means these acts of charity and kindness make you feel good. In fact, perpetually kind people have 23% less cortisol (the stress hormone) and age slower than the average population.

The role of the board has expanded significantly from the 1970’s traditionally less engaged oversight model where directors provided “rubber stamping” of management recommendations. A modern board must be a competitive asset and an accelerant for the business.

Directors must not only perform oversight, but they must add a perspective that helps move the company forward.

As a new director, you may be wondering how you can quickly come up the learning curve so you can begin contributing and adding value.

Leading company’s in a recession requires grit, perseverance, and determination coupled with IQ/EQ and real time problem solving skills.

As boards look to coach their CEOs and executive leadership teams, I share a few practical / actionable ideas along with a philosophy and approach for consideration:

In times of great uncertainty, it is very important for CEOs and leadership teams to be present, in person, in front of employees.

I believe it is valuable that the CEO is spending a very significant amount of time sharing the vision for the future with employees across geographies and regions.

Layoffs / financial austerity and restructuring are part of the tools many companies will use. Employees need the reassurance they are part of the go forward team.

Employees need to hear the vision and what to expect going forward as the CEO shares the plan and more importantly on the EQ soft side, galvanizes the company around the company’s mission and creates cultural connectedness.

In these difficult times, employees look for positive points of reassurance.

Recognize your employees who are high performing in these difficult times. Employees want to know they are appreciated, valued and that as they tighten their belts and lean in to do the really hard work of getting through this difficult cycle. Find ways to celebrate and recognize incremental small achievements as well as big ones. Perhaps there is a new product feature being released, or a metric being achieved. Think about how you can more regularly celebrate the team’s achievement and recognize your top performers.

On the practical side, creating morale and esprit de corps is key.

Having regular all-hands meetings as well as out in the field in person meetings is very impactful. Think of how you engaged with your team in the early days of Covid.

You may also consider, are there any inspirational motivational outside speakers that can be part of a rotation on all hand’s meetings.

At Wynn ResortsWYNN the company created deeply emotive and powerful internal videos celebrating the Wynn culture.

These videos were very effective, and they showed the wide range of diverse people and diverse roles and functions across the organization capturing the individuals authentic and genuine feelings creating a esprit de corps reinforcing what is special about your culture. Perhaps there are similar video artifacts you can create.

Employee engagement is key to getting through this tough cycle. Look at delegating some authority to managers and look at giving them a budget so they can give small recognition awards to their team members. Small things can range from hats, gift cards etc., but delegating the authority to the manager and giving them a budget is very effective.

Not everyone on the team has the skills, background and resilience to handle both the growth cycle and the current recession cycle.

You may need to make the hard choices of who is not going to make it through the recession cycle.

You need the team members who are motivated for the long term and fired up to go through this tough time.

You may want to ask management to review the employees with the lens of who are the right people for this cycle and to make the hard call of who will not make it early.

Another important thing to ask your CEO and leadership team is to identify the top performers who really “move the needle”. This would be a time to lock them in with differentiated equity and long-term incentives.

Those that are your most important “life boat picks,” should be rewarded and retained in a differentiated way.

Customer Acquisition:

When looking at functional groups in the company in a recessionary cycle, one of the learnings that is often cited from other downturns is the importance of customer acquisition and retention.

I think it is worth doing a very deep dive on some of the actual very small tactical things that the best sales leaders like Steve Benson have identified:

It is valuable to look at how you would forward plan the challenges your CROCRO and sales team will be facing in this bad economy, here are some examples from the software industry:

1.     Great leaders face a crises and look reality in the eye. In times of great change you need to be action oriented and get an accurate picture of what challenges you think your company will face. Build a plan. Have a positive outlook, involve the team and be transparent about the action plan going forward. Identify your most successful reps and find out their customized playbook they are using. They have figured out how to crack the code. Make that rep the hero and teach those behaviors across the organization.

2.     Sales leadership must be very close to every deal and be sure it is getting to the key decision makers. Sales leadership often will need to come in and assist to get the big deals closed.

3.     Sales reps will need coaching in the down economy. There are new skills you need to help the team acquire. Assess if your sales leader is spending at least 50% of their time coaching the teams and doing in person joint calls.

4.     Maniacally looking at the lead generation and qualified leads in all three sections of the funnel are key. (Understand if your deals are stalling at the middle of the funnel or at the end).

5.     Buyers will negotiate tougher terms. Deals may get stuck and not close. It will be important to qualify if the buyer is actually authorized to go forward or if there is a companywide freeze. Deep focus on the sales operations and forecast KPIs so you are sure deals are really progressing to close.

6.     Decide if you should change your commission plan. In this time of duress do you want to compensate on revenue, or do you want to compensate on margin? Historically in the software industry reps are paid on revenue. Do you want to consider paying them on profit / margin?

7.     Look at upskilling your sales organization on negotiating and retrain the sales organization to sell the benefits of the solution. Plan ahead to defend your margins.

8.     Your competitors may well become desperate and do significantly deeper discounting. Some companies will be under such duress they may liquidate inventory. Expect that there will be pressure to give away free consulting or other valuable products/services steal your customers.

In an ideal world you would hope to do one very deep layoff rather than multiple cuts. Given that this recession is new and uncharted for many companies you may be going through the pain of more than one cut. The board should consider the wisdom of encouraging management to do the tough planning to aim for one big cut and to try to avoid doing many frequent small cuts.

I hope reading this list has spurred you to your own tactical learnings and experiences. Think about applying this tactical lens to other functional areas and distilling down the most specific tactical decisions that can be made to move the company from its peacetime growth at all costs cycle to a wartime cash conversation profitability footing.

There is a lot of wisdom your friends, colleagues and board members who have been through cycles can share.

Think about allocating time in your next board meeting for a discussion about what learnings each board member has to contribute having lived through different recessionary cycles. You’ll energize your board by asking them to engage. You’ll be surprised by the vibrancy of the discussion as everyone collaborates to help iterate on which experiences and learnings are most appropriate for your company.

Like many of you I am watching the Twitter saga unfold.

In April it was announced that Twitter had agreed to sell itself to Elon Musk in roughly $44B deal.

On Friday July 8Th Musk announced he was pulling out of the agreement to purchase Twitter given the lack of clarity / information about how many of Twitters users are bots vs. legitimate people. Mr. Musk’s lawyer further clarified and states that this placed Twitter “in material breach of multiple provisions” of the original terms of the agreement.

Mr. Musk’s response was to tweet a series of photos of himself laughing and pointing out that in order to force him to complete the deal, Twitter will have to now publicly disclose the number of bot accounts in court.

On Tuesday July 12th Twitter filed a lawsuit in the Delaware Court of Chancery in an effort to force Mr. Musk to follow through and purchase the social media company.

Twitter said in its complaint that, “having mounted a public spectacle to put Twitter in play, and having proposed and then signed a seller-friendly merger agreement, Musk apparently believes that he — unlike every other party subject to Delaware contract law — is free to change his mind, trash the company, disrupt its operations, destroy stockholder value, and walk away.”

Having served on a large number of public company boards (34 boards) and having been through my fair share of boardroom kerfuffle’s and crises, the question that comes to mind is: why doesn’t Twitter very rapidly try to negotiate and settle the dispute with Elon Musk?

Imagining you’re a Twitter director the question is what is the fastest way to settle and get to a resolution?

Historically, approximately a third of all public companies are being sued at any given time from a range of plaintiffs with a range of class action suits most don’t even hit the radar of the public and are handled by the GC and negotiated with a D&O policy.

The exposure for Twitter’s shareholders, advertising clients, and ongoing business concerns loom large if this dispute continues.

Shares of the social media platform were down 5% in early pre-market trading Monday July 11th. Shares were already well below April’s agreed-upon purchase price of $54.20-a-share purchase price, closing at $36.81 after Musk’s announcement to pull put of the purchase agreement.

It is hard to imagine that the plaintiffs are not scouring public statements made by Twitter to their shareholders in quarterly and analyst communications as well as public marketing collateral where they have stated they have some specified number of millions of customers.

It would seem to me that the plaintiffs’ bar will bring suit alleging that the number of customers Twitter says they have is not an accurate number.

Without a third-party independent verification source like a big four accounting firm how is it possible that Twitter can verify the number of active real customers vs software bots? Twitter has stated that they have approximately 5% software bots, this lacks verisimilitude. Mr. Musk believes the number of software bots is significantly higher.

A second set of commercial lawsuits that I anticipate Twitter may face are from their biggest advertising clients… Certainly Twitter will have told those clients they have an explicit number of millions of active users and now it seems dubious that that number would be accurate.

One can imagine a company that has spent heavily on advertising will want to claw back many years of advertising revenue that was based on inflated numbers.

However, there is a much more pressing issue: If the Delaware courts permit Mr. Musk to walk from the deal there could be foundational contract law issues. Mr. Musk signed the 75 page acquisition agreement and Twitter has no obligation to provide additional information post agreement. The specific commercial performance terms will likely be litigated in excruciating detail. But if the business community feels the Delaware courts are not holding up basic M&A contracts, might companies move to incorporate elsewhere? This case has the potential to set a precedent for companies walking away from M&A commitments.

It is hard to believe that if Twitter truly wanted to find out the number of users, they have they could not ascertain this. There are many standard pieces of enterprise software that have very close adjacent functionality that one could imagine using to help identify the number of real customers.

For example, if one looks at the full range of security software there are many companies specializing in identity management software. Additionally, there is a breadth of security and risk management software companies specializing in KYC for financial compliance as well as anti-money laundering software. Again, these are adjacent software’s that ascertain / verify identity.

Look at the breadth of marketing automation / marketing tech software out there that is in the broad commercial sector used to personalize and target all of us when we search for products on Google, Facebook, Amazon.

Again, standard adjacent and complementary technology that one could imagine could be applied to the challenge of identifying the actual number of real Twitter users.

One can only imagine that it may not be in Twitter strategic corporate interest to have a verifiable number of customers.

Twitter has already had activists in the stock in the past and as of now it does not appear there are any activists interested in acquiring a position in Twitter which is a market signal that it is unattractive and on a negative trajectory of diminishing value.

Once a situation like this occurs, and a company is “in play” often there is a white knight in the wings who will swoop in to acquire the company at a bargain price. Again, it is very telling that there does not appear to be any interest from the private equity or hedge fund side of things.

Uncertainty in a corporation is a bad thing. Your best employees leave. The corporation is unfocused and distracted. The value of the company is rapidly and negatively impacted.

One has to think about the Twitter boards concerns surrounding challenges of their business judgement in entering into a potentially risky deal with Mr. Musk and their confidence in the break up fee guarantee.

As public company directors we have to ask ourselves what would we do if we were sitting in the Twitter boardroom?

When we think of the complexities of the business judgments that Twitter board members need to make here is a little refresher:

• Role of the board is oversight on behalf of the shareholders, as a steward / fiduciary the health of the company on behalf of the investors and other stakeholders (customers, employees, communities, etc.)

• In looking at complex situations and crisis’s the board has to exercise “duty of care” which is to get objective external third-party facts data and information, so they make informed decisions.

• Additionally, the board has a “duty of loyalty” to put the interest of the shareholders first.

I recognize we have all embraced the concept of “stakeholder capitalism,” but as of today Delaware law and the Delaware Court of Chancery puts the interest of the shareholders first.

All of this comes together as the boards key deliverable or responsibility which is to make “business judgments” on the topics that impact the corporation both short and long term.

The goal being to maximize the value and health of the enterprise.

The Twitter board did not initially appear to want to sell to Mr. Musk, but board members have a fiduciary duty to get the best outcome for shareholders, and at a certain premium, the directors must exercise their business judgement to take the deal that balances return vs. risk.

Now the Twitter directors are faced with a stalled / disputed acquisition and complex commercial contract issues surrounding the interpretation of the acquisition contract and break up agreement.

With managements input and guidance, ultimately it is up to the boards business judgement to make the decision on what is the best business outcome for Twitters shareholders and stakeholders.

Clearly the Twitter directors are in the hot seat with the world watching and second guessing.

The boards’ role now is to chart the path and continuously iterate and make a large number of business decisions on the strategy and tactics of when to engage and negotiate with Mr. Musk vs letting this go the full way to a court decision.

You don’t want to risk destroying the future value of the enterprise by prolonging the dispute to get what might be a marginally small additional number of dollars if the court adjudicates in your favor vs reaching a settlement that gets you 90% of the way to a favorable economic result.

Most M&A disputes end in a negotiated settlement as it’s more expeditious and the board / management will want to balance the negative of having the enterprise distracted and losing value against getting the best monetary outcome for the shareholders while keeping sight of what is best for the overall enterprise.

The Twitter board now has the challenge of handling the most visible acquisition case of the decade and we will all learn from how this unfolds. Regardless of the outcome, the Twitter board now needs to have courage under fire and stand by their decisions as the world watches.