👋🏾 Hi friends!

As election fever ignites passions in the UK (not entirely sure what is going to get ignited across the Atlantic), tribalism and the fight for the hearts and minds of the population is underway.

Sadly, from my perspective neither of the main parties are really giving me much hope for the future instead trying to galvanise the country around either adding VAT to private school fees or conscripting 18 year olds into National Service.

It’s going to be an interesting 6 weeks, that’s for sure.

Thankfully, I’ll be spending at least one of those weeks far from the madding crowd attending TOA Berlin 🇩🇪 

Actually, not just attending, I’ll be hosting their pitch competition, MC’ing a couple of the mornings and talking on a panel discussing Reimagining Work: The Future of Productivity and Value.

If you are thinking of heading over to join thousands of founders, investors, creatives and leaders – and of course l’il ol’ me – then enjoy a 30% discount on me – make sure you secure your place and book here 💪🏾

Look forward to seeing you there!

I’m well underway writing about all the things I’ve learned from the last couple of decades as founder, CFO and CEO, so sign up for early access to Off Balance – The Book and feel free to share with anyone else you think might enjoy it 😄.

Now let’s get down to business…

In this weeks Off Balance:

🎙️ Shwetank Verma and Henry Goodwin, Partners at Leo Capital on Nothing Ventured
⚡️ Who <really> holds the power in the boardroom?

Talking the India Advantage with Leo Capital 🇮🇳

In the latest episode of Nothing Ventured, I spoke with Shwetank Verma and Henry Goodwin, Partners at Leo Capital, a VC fund investing in early stage, technology centric opportunities investing anywhere from $500K – $2M in early seed rounds or pre-Series A rounds in India, South East Asia and now the Nordics.

Prior to joining Leo, Henry worked at various law firms in London and in Asia, ultimately as Partner and Head of Asia for Taylor Vinters and then as Partner at PwC Legal International setting up their TMT specialist team in Singapore. He worked with Octopus Ventures as their Venture Partner for SE Asia before joining Leo Capital as Europe lead where he is now launching their Nordic fund.

Shwetank is a Co-Founder of Leo Capital and prior to founding the fund, founded MyHealthMate which he exited to Ambicare Clinics. He also worked in the corporate innovation space with MetLife Asia in Singapore, where he led open innovation and partnerships with startups.

Top takeaways:

1️⃣ Stimulating the Early Stage Ecosystem in Singapore: Henry shared the concerted effort by the Singaporean government to stimulate the early stage tech ecosystem between 2010 and 2020. The incentives and the introduction of capital into the system have been pivotal in fostering growth and innovation in the region.

2️⃣ The India Advantage: Shwetank explored the India Advantage, emphasising the vast talent pool in India and the potential for Indian diaspora to create global impact.

3️⃣ Expansion into Europe and Nordics: Henry and Shwetank discussed Leo Capital’s expansion into Europe and specifically the Nordics in late 2023. They emphasised the importance of a global mindset and the strength of talent in the Nordics.

Beyond this, we spoke about:

🇸🇬 How Singapore is stimulating the early stage ecosystem.
🇮🇳 Talent in India is now global.
📈 How loss making startups can now list on the Indian stock exchange.
🌍 Launching in the Nordics and how smaller markets bring global mindsets.
🚀 Why becoming an entrepreneur has gone from shame to game on in India and the diaspora.

Listen on YouTube, Spotify, Apple or wherever you get your podcasts!

If you have any feedback on the podcast or the newsletter, just reply to this mail or ping me online!

If you like what I’m putting out, do give me a follow on LinkedIn and Twitter.

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Now let’s get into it.

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Off Balance

For those of you who have been following Off Balance for some time now, you’ll know that there are two elements to raising capital from VCs – the economics of the deal (what is the valuation, how much is being invested for what % ownership) and then there are the control elements (what voting powers, what reserved matters, who gets a board seat and so on).

Currently we’re seeing throughout our client base that control starting to be exerted in a much stronger fashion as investors seek to push back on excessive spending or take a stronger line with poorly performing portfolio companies.

In some instances, that may well mean some pretty big shake ups in the organisation – including potential changes at the senior leadership level – so it is important for founders to understand board dynamics and scrutinise their shareholder agreements to see who is able to do what and when.

But I want to explore a slightly different point, one that many people don’t necessarily appreciate, and that’s who holds the actual power in the boardroom.

Who Holds the Power in the Boardroom?

This is quite the contrarian take, but do bear with me.

So you’ve set up your company, maybe you’re one of two co-founders, you’re both directors in the business and things are pretty breezy.

Then after slogging away fuelled by ramen, hope and stale coffee you start seeing some traction and decide it’s time to open up your cap table and invite some investors on board.

You go through a few months of rollercoaster emotions, one VC in the data room, another talking about diligence, more rejections than you can count, but the glimmering of hope.

Until finally you get a term sheet – and they’re willing to lead!

It all seems ok, the valuation is more or less as you expected, you’re going to have to carve out some additional equity for the team, which is fair enough and the investor want a seat on the board.

But of course they’re not taking the whole round. So you’re going to need another investor, and they will come in on the same terms.

Fast forward another month or two as dilligence is done and long form legals are inked and you finally have cash in bank and it’s time to put that money to work.

You file all the necessary paperwork and add the two Investor Directors to the board but now you’ve got a slight problem, there are now 4 of you on the board – what happens if you get to a deadlock?

Well that’s solvable through a number of ways, but maybe, to keep everyone honest, it’s worth bringing in an external Chair to run the board and hold the casting vote.

Wonderful, this feels like a pretty grown up place to be in doesn’t it?

You’ve set up quarterly, maybe even monthly board meetings, where you can strategise how you’re going to take over / disrupt / create the market / competition / industry.

This is going to add so much value to how you run things, finally you have the support you need on the big stuff.

But at some point, you wake up with this nagging question in your head. You’ve now got 2 co-founders, 2 investors and 1 non exec Chair on the board.

So who is running things?

Who actually holds the power?

Some might say it’s the Chairperson, after all, they hold the casting vote, they are able to change the trajectory of the business and influence the rest of the board as the neutral voice at the table.

Others might say it’s the Investor Directors, after all, it’s their cash on the line, and for lots of startups it’s their cash they’re going to rely on to some extent in the future – it’s really hard to convince new investors to come on board when you’re existing ones either don’t take up their pro-rata or don’t like where the business is heading.

You may even think it’s the CEO especially if things are going well (though it is always worth remembering, it’s probably going to be easier to replace the CEO than it is a board member – remember what happened to Travis Kalanick at Uber?).

But often it’s the last person you might imagine it to be.

So this is my contrarian take:

Having sat through 100s of board meetings from startups to corporates there is a truism that emerges…

The person (or potentially people) that hold the most power in a board meeting are the following:

📝 The person who sets the agenda.

✍🏾 The person who writes the minutes.

Why is this the case?

Because if you set the agenda you direct the flow of the meeting. You shepherd people in the direction you want the discussion to go.

You can tackle hard topics tangentially rather than head on and steer the conversation towards the outcomes you’re looking for.

People rarely question the format, progression or detail of the agenda so, once set, it is quite easy to steer the board meeting in the direction you want to.

Don’t get me wrong, this doesn’t mean you can steamroll the meeting, if you try and do something that is clearly contentious, be prepared for push back.

But all other things being equal, setting the agenda gives you a great deal of power to influence the flow of your board (or any other) meeting.

The second powerful role is held by the person writing the minutes.

Your role is to record salient points from the meeting and the pertinent actions that arise.

Think about this for a moment. You are writing the definitive record of a meeting that people will refer back to over subsequent months, if not years.

You essentially dictate how people ‘remember’ the meeting in the future.

In fact, it may not even be the case that the people referring to your minutes would have even been present at the meeting because board members change on a regular basis.

The other thing about minutes is that very few people truly understand how to write a good set of them. Most people default to some university style notes with lots of Person A said x and then Person B responded with y – much of which is peripheral to the actual core message that needs to be recorded for posterity.

I have, over time, gotten very good at writing minutes, mainly because I have spent A LOT of time in board meetings over the years. The trick is to write short form notes in the meeting in the style of your finished minutes and then condense and circulate within 48 hours of the meeting having wrapped up – this allows for maximum contribution to ensure that the record is straight.

When I wrote about this topic on LinkedIn a while ago, a lawyer came back with this comment:

Now I’m by no means suggesting that every person that sets the agenda or writes the minutes has some sort of Machiavellian desire to hijack the meeting for their own purposes, simply that most people would assume that power only ever sits in the hands of the people either making the decisions or investing their cash.

The reality is that you’ll almost always get others’ inputs into both the agenda and the minutes.

But how you write the way the meeting flows and what the outcomes were is more powerful than most people understand.

Gif by FTX_Official on Giphy

As always, my office hours are open, if you’d like to chat about this or anything else, just grab some time 😊.

I hope you found Off Balance #37 useful. As always, I’d love to get your feedback and understand the sort of topics you would love to hear about.

Just hit reply to this mail or drop me a line at hello@emergeone.co.uk and let me know 😊

🚀And that’s a wrap for this edition of Off Balance – I’d appreciate your feedback so just reply to this email if you’ve got something you’d like to say.

📨 And if you think someone else might love this, please forward it on to them,

🎧 Finally, if you’re a fan of the Nothing Ventured podcast, please don’t forget to like, rate and subscribe wherever you get your pods – it really helps us spread the word.

That’s it from me so until next time…

Stay liquid 🙂


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