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BOARD DIRECTOR, SHADOW CEO®, ENTREPRENEUR, CONSULTANT
Dennis Cagan has been in the high technology industry as an active and successful executive, entrepreneur, and advisor since 1967. He has founded or co-founded over two dozen different companies, starting with his first software company in 1968. Dennis has been a professional board member (65 boards, including 10 public companies), C-level executive, mentor, consultant and investor since 1976. Originally from California, he is now based in Dallas, Texas. His activities center on helping private companies form and manage fiduciary boards of directors and advisory boards, Shadow CEO® roles, interim C-level corporate management, his unique Governance Forensics.
Dennis Cagan is retained by clients to advise and actively assist company ownership and leadership in the following ways: form and upgrade both fiduciary boards of directors and advisory boards, mentor CEOs in his Shadow CEO role, perform Governance Forensics to uncover hidden loopholes in corporate formation allowing for changes in company ownership, and interim CEO and turnaround assignments. He fundamentally works with company owners and leadership to understand the purpose and benefits of boards of directors.
Dennis has achieved some degree of public notoriety over the years. He has been widely quoted in the trade press and general business press, including The Wall Street Journal, Fortune and Forbes magazines. He has written many articles for publications including Directors & Boards, NACD Directorship, Private Company Director, Family Business, Electronic News, California Business, Electronic Business, and more. He also speaks widely, typically on topics related to governance and technology. He Keynoted the inaugural Private Company Governance Summit, in Washington, D.C. in 2013, and spoke again in 2014, 2015, 2016 and 2019.
View a summary of Dennis’s entire work history going back to 1967.
Board of Directors
Since 1968 Mr. Cagan has been a director of 65 companies. Of those, 18 have been venture capital-backed, and 10 have been public at one time. He has founded or co-founded 16, he has been CEO of 12 and chairman or presiding director of over half. He is currently on the boards of:
- Acorn Technologies, Inc.
- phyWireless LLC
- QA Locate, a dba of Precision Location Intelligence, Inc.
- ThinkX, Inc.
- Pratter, Inc.
- Prista Corporation
- Howzbout, Inc.
- Verimos, Inc.
- PonyUp Technologies, Inc.
- Institute for Excellence in Corporate Governance, in the Naveen Jindal School of Management, at the University of Texas at Dallas
Governance Forensics: New Offering
Buried deep within a host of corporate documents there are often-ignored clauses that will either allow or disallow any number of actions. Finding a hidden path to accomplish the goals of a board of directors, owners or management, within the company’s incorporation and governance records, requires unique knowledge and breadth of experience. This process, known as “governance forensics,” is the discovery of those overlooked gems.
What’s the Problem?
When a company is initially incorporated the founders file an initial request with the Secretary of State of the state where they wish to incorporate. Whether the entity being formed is a corporation, a limited liability corporation, a for-profit or a not-for-profit, all states require a Certificate of Incorporation or Certificate of Formation. This establishes the proper legal structure, and puts on the public records certain details, like the name, the incorporator, the number of shares or units, and other details of the corporate structure.
In addition, the entity is also required to complete, sign and retain a variety of other documents that do not necessarily need to be filed with the state. Over time, as the company grows and evolves, many of the initial documents get changed. These changes can involve filing amended documents with the state, or just amending internal documents due to changes, additions or deletions, as approved by the board of directors or the shareholders. This can involve anything from a simple name change to such actions as a complex acquisition, raising capital/selling equity, taking on debt, changing the bylaws, implementing a stock option plan, adding board members, and much more. One can imagine that over decades these changes can mount up, and it can sometimes take research and understanding to determine the exact status or rules about anything in particular.