Governance for a Boutique That Also Sits on Other Boards

Most boutiques in this space are partner-owned with no outside capital, and internal governance, admitting a new partner, changing profit sharing, approving a major hire, rarely needs more than a documented partner vote. BoardPro's lightweight structure handles this fine for a firm of this size and complexity, and Diligent's heavier apparatus mostly adds administrative overhead a small partnership doesn't need for its own internal decisions.

Keep a standing internal register of every partner's outside board, advisory, or interim executive commitment, updated as commitments change, and reviewed for conflicts before the firm takes on a new client engagement. A partner who sits on a target company's board while the firm is retained by that company's direct competitor is exactly the kind of conflict this register exists to catch before it becomes a client relationship problem instead of a documentation exercise.

A partner serving on a client's board absorbs confidential information from that engagement, and the firm's own internal discussions about business development, which prospective clients it's pursuing, for example, shouldn't leak into a context where a partner's board duties elsewhere create a conflict. Structure internal firm discussions so that partner-specific client confidences don't get casually shared in a general partner meeting where a conflicted partner is present.

If the firm has grown large enough that tracking outside board commitments across a dozen or more partners by memory or a shared spreadsheet is no longer reliable, Diligent's more structured recordkeeping can hold both the firm's internal governance and a formalized conflicts register with appropriate access restrictions. This is less about firm size in revenue terms and more about partner count and how many outside board relationships are actually in play at once.

Whatever tool holds your internal governance records, build the outside-commitments register separately and review it at a fixed cadence, quarterly is reasonable for most firms this size, rather than only when a specific conflict question comes up. A register that only gets checked reactively will eventually miss a conflict that a regular review would have caught.

Build the outside-commitments register this way:

• Keep the register separate from the internal governance records, whichever tool holds those.
• List every partner's outside board, advisory, and interim executive role in one place.
• Review it at a fixed cadence, quarterly for most firms this size, not only when a conflict question arises.
• Check it immediately before accepting any new client engagement that could plausibly overlap with a partner's outside role.
• Name the managing partner or a small conflicts subcommittee to decide borderline cases.

Imagine two partners at the firm each independently take on interim executive roles at different portfolio companies of the same private equity sponsor. Individually, neither engagement looks like a conflict. Together, they raise a question worth the partnership discussing directly: does the firm now have privileged insight into that sponsor's portfolio strategy that should change how it pursues other engagements connected to that sponsor. This is exactly the kind of pattern a shared register surfaces and an informal, siloed approach misses, since neither partner individually has a reason to flag it without visibility into what the other is doing.

When pitching a prospective client, disclosing relevant partner board experience is usually a selling point, this partner has sat in the boardroom of a company just like yours, but it can also raise a question about whether that experience creates too much familiarity with a competitor's playbook. Handle this transparently in the pitch itself rather than hoping it doesn't come up, since a prospective client who discovers an undisclosed overlap later will read it far more negatively than one who heard about it upfront and decided it wasn't a problem.

Most firms designate the managing partner, or a small conflicts subcommittee once the partnership is large enough to warrant one, as the person or body who makes the final call on a borderline case, using the register as the shared reference point rather than each partner's own judgment. Genuinely close calls come up often enough in this business that having a designated decision-maker, with authority the rest of the partnership has agreed to in advance, keeps the process from stalling on exactly the cases where a clear answer matters most.