Silicon Forest Summit December 6, 2003 Board Deliberations, Conflicts and Protections in Deciding to Sell the Company Matthew A. Wilson General Counsel of Chrome Systems Corp. Chrome Systems Corporation. 17 years of automotive industry experience
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Silicon Forest SummitDecember 6, 2003
Board Deliberations, Conflicts and Protections in Deciding to Sell the Company
Matthew A. WilsonGeneral Counsel of Chrome Systems Corp
Factors the Board must consider in deciding whether to fund or sell the Company
Potential conflicts between the Board, management, shareholders and employees
There exists an inherent conflict between the groups:
What type of economic, market and competitive analysis should the Board conduct?
Board should validate analysis with external discrete sources.
How should the Board determine Fair Market Value for an acquisition?
Challenge: FMV is a relative question in today’s market.
Key: Engage a qualified Banker to assist
Involvement of the Executive team
Internal employee dynamics
The Board should rely on the Executive team
- Executive team is the primary source of information and analysis
Be prepared for the grapevine
- Have a clear and consistent communication plan
Be prepared for loss of focus and productivity from employees
- Work with the Executive team to manage through the disruption
The Unsolicited Offer
Caution – consider the source
Prompt with appropriate boundaries and guidelines
Unless clear reason not to - yes
Chrome Systems Corporation
is a proud sponsor of the
2003 Silicon Forest Forum
Thank you to
White & Lee and Intel
for a great event