Governance and Board Advisory

Good governance isn’t bureaucracy. It’s the framework that lets a business make consequential decisions, raising capital, changing strategy, adding or removing owners, pursuing an acquisition, with clarity about who has authority, what process is required, and what the legal consequences are.

For mid-sized businesses without a full-time General Counsel, the governance function often operates on autopilot, or not at all. Board meetings happen without minutes. Major decisions get made without the required approvals documented. The operating agreement or shareholder agreement gets ignored because no one is responsible for following it. These gaps are invisible until they’re not, until an investor asks for the records, until a co-owner challenges a decision, until a buyer’s due diligence reveals that the governance has been done sloppily for years.

As Fractional General Counsel, Victoria serves the governance function that a full-time GC would own. She advises on what decisions require board or member approval under the company’s governing documents, helps structure and document board meetings and major decisions, keeps the minute books and governance records current, advises on the rights and obligations of directors, officers, and shareholders, and provides real-time guidance when governance questions arise in the course of business.

For businesses preparing for outside investment, a sale, or a significant new structure, the governance advisory function becomes especially important. Buyers and investors review governance records closely, a well-documented governance history is a sign of a well-run business. Victoria’s background running legal for companies at that level means she knows exactly what those reviewers are looking for.