While the day-to-day operations of your organization may not currently hinge on governance, neglecting this critical aspect could lead to regret down the line. As your company grows, so does the potential for risks, and external entities may scrutinize your governance practices, seeking vulnerabilities for various objectives such as activism, board seats, proxies, or potential legal matters. At DKR Advisors, we’ve navigated through these challenges, and our experience underscores the significance of proactive governance measures.

Facing risks is an inevitable part of business, but having a robust governance framework acts as a shield against unforeseen complications. Whether it’s an activist campaign, a pursuit for a board seat, proxy challenges, or legal actions, the clarity provided by good governance can be your strongest defense. We understand the complexities and intricacies involved because we’ve been through it all.

Consider the scenario of a 10-hour deposition – an experience that becomes significantly more manageable when your organization boasts clean governance. A well-structured governance strategy ensures consistency in your responses, making communication straightforward and reducing the potential pain associated with legal proceedings.

The importance of addressing governance is not just about immediate concerns; it’s an investment in the long-term resilience and reputation of your organization. Dave, at DKR Advisors, brings a wealth of experience, having collaborated with 14 different boards over the past 22 years. His involvement in governance committees, including serving as committee chair, reflects a commitment to reviewing, improving, and implementing effective governance practices. As an advisor and consultant, we stand ready to leverage this experience to guide and fortify your organization’s governance framework. Don’t wait – take action now to secure the future stability of your business.

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In the realm of governance, active engagement in Risk Management is paramount for a board, collaborating closely with the management team. While it may not always be possible to eliminate or fully mitigate every risk, it is imperative that the board comprehensively understands, discusses, and documents risks to safeguard the interests of shareholders.

In the hands of DKR Advisors, these Risk Management programs take a structured approach, employing a Red, Yellow, and Green risk level matrix. This matrix not only identifies various risks but also assesses their potential impact on the company and outlines the proactive measures the organization is undertaking to address them. This systematic approach ensures a clear understanding of risks and facilitates informed decision-making at the board level.

We recommend a quarterly review of these risk management programs during board meetings. The incorporation of such discussions within the Nomination & Governance Committee or the creation of a dedicated committee underscores the significance of systematically addressing risks.

At DKR Advisors, we recognize the critical role of robust Risk Management in ensuring the long-term resilience of a company. Our approach aligns with the best practices, emphasizing transparency, thorough analysis, and proactive measures. We stand ready to assist your organization in implementing a solid and consistent risk management process, tailored to your specific needs, and geared towards protecting shareholder value and fostering sustainable growth.

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In today’s business landscape, shareholder activism has become an integral aspect that boards need to acknowledge and proactively address. Rather than viewing it as an inevitable threat, accepting this reality early on allows boards to take strategic measures that can mitigate the potential impact. Activists often follow a playbook, carefully selecting targets based on various factors to enhance shareholder value. While it may be challenging to prevent activism entirely, there are effective steps to minimize vulnerability.

Activists meticulously choose their targets based on various factors, seeking avenues to enhance shareholder value. Their approaches may include advocating for a quick sale, cost reduction measures, or changes in leadership and/or the board, aiming to maximize returns for shareholders. It’s crucial for boards to recognize that activism often sheds light on areas where the company could have pursued different strategies.

At DKR Advisors, we offer valuable assistance in navigating shareholder activism scenarios:

1. Proactive Planning:
   • Collaborate with your team to proactively assess vulnerabilities and take preemptive actions to minimize the likelihood of an activist intervention.
   • Develop a strategic playbook tailored to your company’s unique circumstances, providing a proactive guide for potential activist encounters.
2. Strategic Interface:
   • Develop a comprehensive strategy on how to effectively engage with activists if they are already present. This involves understanding their motivations, assessing potential demands, and formulating a strategic response.

In addition to advising on the topic, Dave’s experience as CEO at PLX Technology provides firsthand insight into managing shareholder activism. Facing pressure to make changes on the board, Dave engaged in extensive discussions and negotiations with the activist. This experience positions us to guide companies in effectively interfacing with activists, employing strategic measures to protect shareholder interests and uphold corporate objectives. Having a well-defined playbook can empower target companies to navigate activism with resilience and purpose.

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Navigating a public company proxy contest is a multifaceted challenge that demands strategic foresight and proactive measures. the process is distracting and costly.  Companies should take decisive steps to position themselves effectively, both in preventing activism and adeptly managing potential challenges. DKR Advisors, leveraging insightful experience, offers valuable perspectives and best practices in addressing proxy contests.

Best Practices for Handling Proxy Contests:

1. Proactive Measures:
   • Collaborate closely with your team to assess potential vulnerabilities and establish proactive measures, reducing the likelihood of attracting activist attention.
   • Develop strategies to enhance corporate governance, strengthen communication with shareholders, and fortify defenses against potential proxy challenges.
2. Strategic Planning:
   • Leverage our experience to formulate strategic plans that preemptively address common activist concerns, thereby mitigating the risk of proxy contests.
3. Engaging Advisory Services:
   • Understand the importance of engaging influential advisory services, such as ISS and Glass Lewis, as part of a comprehensive defense strategy.
4. Cost Considerations:
   • Acknowledge the high cost associated with proxy contests and factor this into your strategic planning.
   • Benefit from DKR Advisors’ guidance on cost-effective measures to mitigate the financial impact of a proxy contest.

DKR Advisors stands ready to guide your company through the intricacies of proxy contests. Our focus on best practices, strategic planning, and cost considerations, coupled with Dave’s expertise, ensures that your organization is well-prepared to address and mitigate the impact of potential activist challenges.

Elevating an organization’s trajectory often hinges on securing the right funding, particularly for startups. Having someone with a proven track record and an extensive network can be instrumental. We bring a wealth of experience, having successfully raised almost $100M across various ventures.

Our achievements include securing funding via equity at OSS, WSI, and ASSIA, along with orchestrating debt financing at WSI, ASSIA, PLX, and Kilopass. We’ve played key roles, participating in diverse financing strategies such as Registered Directs, Bridge Loans, Personal Board Loans, Convertible Debt, IPOs, Venture Capital, Technology Investment, and standard financing.

One notable instance involves Dave’s involvement in a company facing a looming balloon debt payment amidst stagnant sales, depleted cash reserves, and significant losses. Through strategic planning and storytelling, we showcased cost-cutting measures, innovative sales strategies, and a pathway to profitability. This effort resulted in a successful debt refinancing coupled with equity investment.

Navigating challenging covenants tied to debt is another facet of our expertise. We’ve successfully persuaded tier-one lenders to reconsider their stance on companies they had previously written off, a testament to our commitment to executing well-defined plans, instilling confidence in management, upholding our reputation, and driving profits to record levels. At DKR Advisors, we don’t just raise money; we shape success stories.

Navigating the complexities of mergers and acquisitions (M&A) requires seasoned expertise, and having an experienced team member can significantly enhance the process. At DKR Advisors, we understand the intricacies of M&A, having been deeply involved in numerous transactions. Our hands-on experience positions us as valuable allies in guiding you through the intricacies of M&A, ensuring a strategic and seamless process.

With a comprehensive track record of twelve transactions, our experience spans both sell-side and buy-side engagements, showcasing our versatility and adeptness in various M&A scenarios. Here’s a snapshot of our notable transactions:

Sell Side:

1. PLX acquired by Avago/Broadcom
2. WSI acquired by ST Microelectronics
3. Kilopass acquired by Synopsys
4. Simblee/RF acquired by Heptagon
5. Magma acquired by One Stop Systems
6. Teranetics (portion) acquired by Aquantia
7. Teranetics (portion) acquired by Entropic

Buy Side:

1. Hint acquired by PLX
2. Oxford Semiconductor acquired by PLX
3. Teranetics acquired by PLX
4. CDI acquired by One Stop Systems
5. Bressner acquired by One Stop Systems

Our involvement in these transactions has honed our strategic approach, emphasizing meticulous planning, due diligence, and negotiation skills. Whether you’re considering a sell-side or buy-side transaction, DKR Advisors is well-equipped to provide the guidance and expertise needed to navigate the intricate landscape of M&A successfully.

The crux of effective board interaction lies in a strategy that prioritizes transparency and balance. By maintaining openness in communication, a symbiotic relationship between the board and the management team is cultivated. It’s essential to go beyond merely sharing positive news; a well-thought-out board presentation entails balancing achievements with areas that require attention or potential challenges on the horizon. This deliberate approach communicates a commitment to transparent communication, acknowledging that not everything is always rosy. When leaders present only the positive aspects, it tends to make board members uneasy, prompting them to challenge the presenter or communicator.

Successful board presentations are not just about showcasing accomplishments; they are an opportunity to foster a collaborative dialogue that acknowledges both successes and challenges. This approach strengthens the partnership between the leadership and the board, ultimately contributing to more informed decision-making and a more resilient organization.

With a rich tapestry of experience spanning over 25 years, Dave has had the privilege of collaborating with and learning from exceptional leaders and board members. This journey involves actively participating in countless board meetings—both as a presenter in roles such as VP, COO, President, and CEO, and as a board member on the receiving end of presentations.

With a robust board-level track record spanning over 20 years, Dave brings extensive governance expertise derived from serving on the boards of 7 diverse public and private companies. His notable board roles include:

Public Companies:

• PLX Technology: Director
• One Stop Systems: Director, Audit Chair

Private Companies:

• Kilopass: Chairman
• Actovate: Chairman
• ASSIA, Inc: Observer
• Simblee: Advisory
• Magma: Advisory

Dave has actively engaged in various capacities while serving on these boards, including Chairman, Audit Committee Chair (qualified since a 2X Public Company CEO), Nomination & Governance Chair, and participation in Compensation Committees and Special Committees.

In addition to providing advisory services to companies, Dave expresses a keen interest in undertaking 1-2 additional board roles. This commitment extends to both public and private companies, where he aims to contribute his strategic insights and hands-on involvement. Clients engaging with DKR Advisors will discover Dave as a highly engaged and invested board member, committed to dedicating the necessary time and effort to propel each associated company forward.

With over 20 years of experience at the senior management and board levels, Dave has collaborated with exceptional teams in NASDAQ-listed companies spanning a range of sizes, from $40 million to over $10 billion in sales. His impactful roles include:

Senior Management:

• One Stop Systems: CEO, President
• PLX Technology: CEO, President, EVP/GM, Business Development (M&A), VP Marketing
• Broadcom/Avago: VP/GM
• Pericom Semiconductor: VP Marketing

Board:

• One Stop Systems (OSS): Audit Committee Chair, Nominating & Governance Committee
• PLX Technology: Director

At DKR Advisors, Dave is dedicated to leveraging his wealth of experience to provide strategic guidance and advisory services, specifically aimed at helping and advising public companies navigate the complex challenges and opportunities they encounter.

With a wealth of experience spanning over 25 years, Dave has demonstrated his leadership prowess in a variety of private companies, from pure startups to those boasting approximately $50 million in revenue. His impactful roles include:

Senior Management:

• Actovate: CEO, Founder
• ASSIA, Inc: President, COO, CFO (Acting VP of Sales & Marketing)
• Home Bay: COO/Advisor
• WSI: GM, VP Marketing, VP Sales

Board:

• Kilopass: Chairman
• One Stop Systems: Director (before the IPO), Audit Chair, Nominating & Governance Committee
• ASSIA, Inc: Observer
• Simblee: Advisory
• Actovate: Chairman
• Magma: Advisory

Dave’s commitment to leveraging his experience extends beyond his roles in senior management and on boards. In his current role at DKR Advisors, he is driven to utilize his extensive skills to not only address the immediate needs of private companies but also strategically prepare them for the possibility of going public in the future.