Where I Work
Situation 05

Governance &
Stabilisation

When PE-backed or board-governed businesses need calm, experienced counsel during periods of structural or financial strain — before the situation demands restructuring.

More governance
does not solve
a governance problem.

When a PE-backed or board-governed business starts to underperform, the institutional response is predictable: more reporting, more oversight, more meetings. The board wants to understand what's happening. The investors want reassurance. Management spend increasing amounts of time producing information rather than running the business.

This is governance under pressure — and it almost always makes the underlying problem worse. The business needs clarity and decisive action. What it gets is process and scrutiny. The management team becomes reactive rather than proactive. The board becomes more nervous, not less.

The stabilisation challenge is to interrupt this dynamic before it becomes self-reinforcing. That requires someone who understands both sides: what investors need to see, and what management teams are actually going through.


The signs appear
before the
crisis does.

Stabilisation is most effective — and least expensive — when it begins before the situation becomes acute. These are the signals I look for:

  • Financial performance consistently below covenant or plan, with explanations that keep changing
  • The relationship between management and the board or investors has become transactional or adversarial
  • Key leadership positions have been vacant or recently changed more than once
  • The business is losing its best people at a rate that isn't explained by market conditions
  • The board is receiving information that doesn't match what the management team believes is happening
  • Decisions that should be made quickly are cycling through governance without resolution

Any one of these is manageable. Several together, and the window to stabilise without restructuring is closing.

"Stabilisation is not the same as restructuring. The goal is to interrupt the deterioration early enough that restructuring isn't necessary. The cost difference is significant."
Richard Jones · Second Curve

Calm counsel
on both sides
of the table.

I've sat in management teams under board pressure. I've also operated at board and investor level. This dual perspective matters — it means I can help management understand what the board actually needs, and help the board understand what management is dealing with. Most of the dysfunction in these situations comes from information asymmetry and misaligned expectations.

My role in stabilisation situations is not to take over. It's to work alongside the leadership team to create the conditions in which the business can start to move forward again: clear priorities, credible plans, honest reporting, and a restored relationship with the board or investors based on transparency rather than reassurance.

The goal is always to leave the business in a stronger position than I found it — with a capable management team, a functioning board relationship, and a plan that both sides believe in. Restructuring is a last resort. Prevention is always cheaper.

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Calm counsel at
the right moment
costs far less.

If the relationship between management and investors has become difficult, or performance is diverging from plan, the earlier the conversation the better.

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