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While founders often view board seats as a sign of commitment, many VCs prefer an observer role. This allows them to receive crucial information about company progress and upcoming financings without taking on the legal risk and fiduciary duties associated with being a full director.
With high partner turnover at large venture firms, a key diligence question for founders is whether the specific partner joining their board is likely to remain at that firm. A partner's departure can be highly disruptive, making their stability more important than firm brand.
Unlike board directors who have a fiduciary duty to the company, board observers do not. This means they are not automatically bound by the same legal obligations of confidentiality and loyalty. It is crucial to have observers sign a specific agreement to protect sensitive company information discussed in meetings.
Horowitz argues that forgoing a board is a massive legal risk for CEOs. A board's primary function is to provide a legal shield. Running material decisions, like equity grants, past the board protects the CEO from personal liability and lawsuits from shareholders. Without this process, founders are dangerously exposed.
Jack Dorsey's advice for founders is to shift their mindset when choosing investors for board seats. Prioritize the specific person and your working relationship over the venture firm's brand, because this is a permanent and high-stakes "hire."
The most valuable role for a board member isn't giving advice, but acting as a "sparring partner." This involves asking sharp questions that help founders surface their own insights and gain clarity on ideas they already hold, especially when navigating uncharted territory.
VCs offering capital without a board seat frame it as founder-friendly control. However, it's often a self-serving strategy that allows the firm to deploy more capital with less hands-on work, robbing founders of a dedicated partner for governance and strategy.
Proactively asking a potential investor how they navigate disagreements reveals their philosophy on board governance and CEO autonomy. Investor Alex Nihanky of Scale notes the CEO is the "runner" and the tie should go to them, but not all investors share this view. This question helps founders vet investor fit before a conflict arises.
An investor's power over a portfolio company is fundamentally limited and primarily negative. While a VC can block a founder's actions, such as through board approval or withholding capital, they cannot force a founder to take a specific path, even if it seems obviously correct. The role is to advise and assist, not to command or execute.
Karri Saarinen argues that investors without direct operational experience often make better board members. They understand their role is to provide capital and high-level guidance, not dictate day-to-day strategy. This prevents them from misapplying lessons from their past company to your unique situation.
VC Seth Levine argues investors' primary power lies in influence, not control. Beyond investing or replacing a CEO, their role is to advise, not operate. He actively clarifies in board meetings that topics are for discussion to inform the CEO's decision, not for the board to decide, preventing investors from overstepping their role.