Minority-Investment Protection Board Adviser

The mandate

After completing a strategic minority investment, the group receives monthly financial packs but cannot reconcile them to cash, related-party trading or product milestones. The majority owner has proposed a new capital call and affiliate service agreement that change dilution and value transfer. Directors need a disciplined evidence and escalation model before deciding whether to invest further, negotiate protection or prepare exit.

Three adviser days each month will follow one information, related-party, funding or exit question from investee evidence to parent-board choice. Five committee sessions and five investee, nominee-director or co-investor reviews are included during ten months. The adviser communicates through authorised governance routes and does not create an informal parallel channel to investee management.

The term concludes after the month-ten capital and portfolio review. Renewal requires a new decision issue, updated conflict declarations and a separate board resolution; the appointment is not tied automatically to the investment’s holding period. Unused capacity cannot be carried into future financing rounds or sale processes.

The adviser has no line authority and no executive responsibility for investee operations, nominee-director duties, negotiation, valuation, legal rights, capital commitment or exit. Management monitors, authorised directors act and the board decides parent capital. The adviser can challenge evidence and scenarios but cannot instruct the investee or speak for the shareholder.

Connections to the investee, majority owner, co-investors, lenders, affiliate suppliers, prospective buyers or valuation advisers create conflicts requiring disclosure before related review. Personal or fund holdings in any party must be named. No success fee, carried interest, board nomination benefit or compensation linked to follow-on investment is allowed.

Why the board wants this voice

Majority management controls information, nominee directors hold formal duties and internal deal sponsors remain invested in the original thesis. Monthly packs can look complete while omitting value transfer and strategic drift. An independent minority-investment operator can help the parent board formulate evidence-based choices without appropriating director responsibility.

What you will own

• Challenge investee information packs across cash, revenue, margin, working capital, debt, commitments and product milestones.
• Trace related-party revenue, cost, financing, services, asset use and any transfer of economic benefit.
• Model capital calls, participation, non-participation, dilution, preference and downside ownership outcomes by security class.
• Test governance routes for missing information, covenant breach, strategic divergence and nominee-director escalation.
• Examine follow-on capital, negotiated protection, co-investor alignment, partial sale and full-exit alternatives.
• Probe valuation evidence for affiliate dependence, funding need, customer concentration, execution shortfall and unmet milestones.
• Frame parent-board decisions, unanswered questions, conflict records and explicit triggers for capital or exit action.

Candidate qualifications

• Governed material minority technology investments where founders or majority shareholders controlled operational information and board agendas.
• Exposed related-party value transfer through trading, management services, financing, asset use or intellectual-property arrangements.
• Modelled capital-call, non-participation and dilution outcomes across security rights without presenting legal conclusions.
• Worked effectively with nominee directors while respecting fiduciary duties and their separate decision responsibilities.
• Developed information escalation, negotiated protection and credible exit alternatives when strategic alignment deteriorated.
• Maintained independence from investees, majority sponsors, co-investors, lenders, prospective buyers and valuation advisers.

Non-negotiables

• Can attend five Hong Kong committee sessions and five investee, nominee or co-investor reviews.
• Will disclose investee, majority-owner, co-investor, lender, supplier, buyer and personal holding relationships.
• Brings active minority-investment governance under contested information access; passive portfolio monitoring is insufficient.
• Accepts no authority over investee operations, nominee directors, negotiation, valuation, capital or exit.

1. 49 words maximum. Describe a minority investment where related-party activity transferred value outside headline financial results.
2. 49 words maximum. Which investee, investor, lender or buyer interest could require your recusal?
3. 49 words maximum. What evidence should precede a follow-on capital call when information access is weak?