NACD - National Association of Corporate Directors

Adam J. Epstein

Adam J. Epstein writes the "Entrepreneurial Governance" column in each issue of NACD Directorship. He is a corporate director and special advisor to small-cap boards through his firm, Third Creek Advisors, LLC. Epstein is an NACD Board Leadership Fellow, and author of The Perfect Corporate Board: A Handbook for Mastering the Unique Challenges of Small-Cap Companies (New York: McGraw Hill, 2012). Prior to governing and advising small-cap companies, he co-managed special situation hedge funds operated by Enable Capital Management, LLC that invested in more than 500 small-cap financings. Epstein started his career as an attorney at Brobeck, Phleger and Harrison, and held senior operating roles in retail, technology, and merchant banking thereafter. He has appeared on CNN and ABC News, was featured in the The Wall Street Journal, and has lectured and written extensively about law, entrepreneurship, corporate finance, and capital markets.  Epstein earned a Juris Doctor from Boston University, and a Bachelor of Arts, cum laude, from Vassar College.


Entries by Adam J. Epstein

Three Reasons Most Candidates Don’t Find Board Seats

July 21, 2017

Why some candidates are not able to immediately find board seats.

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Avoiding Common Mistakes When Purchasing D&O Policies

June 5, 2017

Small-cap companies' boards are vulnerable to over- and under-purchasing D&O liability insurance.

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Nasdaq’s Daniel Romito on the Unique Challenges of Small Companies

March 27, 2017

Nasdaq Corporate Solutions' Daniel Romito on how boards can use data to anticipate and respond to an activist engagement.

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Understanding the Advice of Boardroom Lawyers

January 24, 2017

Engaging corporate counsel is about more than avoiding culpability.

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How Media Disaffection Hurts Small-Cap Companies

November 15, 2016

Adam J. Epstein frames a plea to the U.S. business media to treat small-cap companies for what they are.

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When Large and Small Worlds Collide

September 12, 2016

When considering small-cap board service, large-cap company professionals need to adjust their expectations.

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An Epidemic of Value-Eroding Communication

July 11, 2016

Is your company's approach to shareholder communications negatively impacting value?

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David Weild: The Father of the JOBS Act Has a ‘Magic Bullet’ for Small-Caps

May 23, 2016

Adam J. Epstein spoke with David Weild about the importance of the JOBS Act to the health of American entrepreneurialism.

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Small-Cap Boards: Follow the Numbers

March 28, 2016

A surprising 73 percent of all activist investor campaigns were carried out against small-cap companies in 2015. Is your small-cap company board equipped for this real risk?

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Taking Risk Management Cues From Small-Cap Companies

January 29, 2016

Small-cap companies make up the majority of American businesses, and many thrive despite long odds. Explore what enterprise risk managers could learn from these companies.

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Small-Cap Governance’s ‘Aha!’ Moment?

November 24, 2015

What if boards at small-cap companies could be seen as a means of adding value?

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Buy-Side Memo to Small-Cap CEOs: Hire In-House Counsel ASAP

September 17, 2015

Consider these five reasons small, public companies should consider hiring in-house counsel.

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Internal Audit and SOX on a Budget

July 30, 2015

Strategies for small-cap boards to maximize internal audit functionality and compliance with the Sarbanes-Oxley Act.

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Cybersecurity Insurance 101: Focus on What’s Excluded

June 3, 2015

Issues that small-cap boards should keep in mind as their companies consider purchasing cyber insurance.

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Inside the New American College of Governance Counsel

April 10, 2015

A look at this new association whose aim is to promote the highest professional standards in the field of governance.

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A Conversation with Boris Feldman, Iconic Silicon Valley Securities Litigator

February 2, 2015

NACD Directorship columnist Adam J. Epstein discusses litigation trends, conducting internal investigations, and activist investors with Boris Feldman.

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The Board’s Role in Avoiding Common Post-financing Mistakes

November 24, 2014

Officers and directors frequently make the mistake of thinking signing definitive deal documents marks the end of the financing. There are, however, additional post-financing steps that need to be considered to ensure success.

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Playing for Keeps

September 25, 2014

Managing cybersecurity creates new risks and disclosure requirements. PLUS: An interview with Homeland Security's first chief, the Hon. Tom Ridge.

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Investor Meetings: When Board Deference Can Be Fatal

July 18, 2014

Given the heightened role that investor meetings play in the successful outcome of many small-cap financings, boards need to consider making some preliminary determinations about how involved they will be in monitoring management’s preparation for investor meetings.

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A Conversation With Scott Kupor: Small-Cap Capital Formation

May 21, 2014

Adam J. Epstein interviews Scott Kupor, who is managing partner at Andreessen Horowitz, one of the most prominent venture capital firms in Silicon Valley.

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Conversation with Keith E. Gottfried, Proxy Contest Defense Counsel

March 29, 2014

Over the course of a legal career that spans more than two decades, Gottfried has been involved in defending numerous companies against proxy contests and other activist shareholder campaigns

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What’s Up for Entrepreneurial Governance

January 13, 2014

Focus areas for micro- and small-cap-focused activist funds in 2014.

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Why Small-Caps Undertake Bad Financings: Board Composition

January 13, 2014

Comparatively diminutive governance budgets force many micro- and small-cap companies into board compositions focused on surviving, as opposed to thriving.

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A Small-Cap Conundrum: Purchasing Legal Services Without In-House Counsel

November 27, 2013

Directors of small-cap companies should consider the following insights when retaining legal services.

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A Conversation With IPO Icon Lise Buyer

September 20, 2013

A perspective on IPOs from the employee, institutional investor, banker, analyst, and venture capitalist angles.

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Shareholder Activism Creates Unique Challenges for Smaller Companies

July 23, 2013

Small public companies must consider additional factors when dealing with activist investors.

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Audit Firm Selection: Think Like an Institutional Investor

May 15, 2013

With so many choices, how can the audit committees of small public companies efficiently weigh their options? One way to simplify the process is to think like an institutional investor.

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Are Venture-Backed Companies Keeping Pace?

March 14, 2013

The average venture-backed IPO company needs to build a solid board pre-IPO, with newly public companies facing more serious challenges than ever before and very little room for error as fewer companies go public.

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Trading Volume: The Unsung Small-Cap Enterprise Risk

January 24, 2013

The more trading value a small-cap stock has, the easier it is to attract investors.

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Communicating With the Street: Addressing Small-Cap Challenges

December 10, 2012

A number of small-cap company experts gathered to share their perspectives on effective communications.

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Noteworthy Legal Issues for Pre-IPO and Small-Cap Directors

May 24, 2012

The legal implications of current events for directors of pre-IPO and small-cap companies.

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The Constraints of Thin-Cap Company Boards

March 22, 2012

The role of the board is different for small-cap companies, where the line separating governance from management issues isn’t so bright.

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How Onboarding Positions Small-Cap Boards for Success

Despite the challenges of governing small-cap companies, it’s remarkable that most still don’t have formal or even informal onboarding procedures.

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More Middle-Market Cos. Add Women to Their Boards

More middle-cap companies have welcomed women with experience in technological innovation.

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