Private Equity Portfolio Company Governance is a primer designed for private equity (PE) partners and managers, portfolio company executives, and independent directors who work together in boardrooms. The course will provide:
- insights on the changing competitive environment for private equity companies;
- updates on fresh thinking about PE company board composition;
- a grounding in fiduciary responsibilities;
- an introduction to private equity imperatives and operations;
- a primer on PE finance; and
- a guide to boardroom behaviors designed to enhance cross-function understanding, collaboration, conflict resolution and value creation.
This course is delivered online and is available only to PDA members at a cost of $150. On successful completion of all course elements, a digital badge of completion will be sent to the email associated with your PDA account.
You may complete all of the elements at your own pace and should expect to devote at least five hours of study to the course materials, including reading articles, watching short, informational videos, and completing an online test with a passing grade of at least 80%.
PDA members who earn their badge 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 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 financial acumen and nous to be able to analyze, question and contribute to this area.
- recognize the myriad of corporate structures and unique financing and compensation arrangements and their impact on financial reporting and 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; and
- 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.