The governing body elected by stockholders that oversees management, approves major corporate actions, and typically includes investor-designated seats after venture financing.

Definition

A board of directors is the body that state corporate law charges with managing, or directing the management of, the business and affairs of a corporation. Under statutes such as Delaware General Corporation Law Section 141(a), directors owe fiduciary duties of care and loyalty to the corporation and its stockholders. In venture-backed MedTech companies, board composition is negotiated in the term sheet and voting agreement: common stockholders (founders) elect one or more seats, each preferred series may designate a seat, and one or more seats may be reserved for an independent director. The board approves budgets, executive hires, equity issuances, and major transactions, and its composition shifts materially with each financing round as new preferred designees are added.

Why it matters

For MedTech companies, board composition matters most at inflection points such as approving a pivotal trial budget, deciding whether to pursue a de novo versus 510(k) pathway, or evaluating a licensing or acquisition offer following a key regulatory milestone. Investor board seats typically come paired with information rights and consent rights over specific actions, so founders should track both who sits on the board and what actions require board versus stockholder approval.

Common pitfalls

•Assuming board seats and voting control are the same thing; a minority board seat can still carry blocking rights through separate protective provisions or supermajority requirements.
•Treating board observer rights (granted to some smaller investors) as equivalent to a director seat; observers typically have no vote and may be excluded from privileged discussions.
•Failing to update board composition documents (voting agreements, board consents) promptly after each financing, creating ambiguity about who is validly seated.

Sources

Delaware Code Title 8, Section 141 · Delaware General Assembly
Cornell LII: Board of Directors · Cornell Law LII
NVCA Model Voting Agreement · NVCA

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Common comparison patterns

Regulatory pathway choice - 510(k) vs PMA, 510(k) vs De Novo, Abbreviated vs Special 510(k).
Quality systems - QSR vs ISO 13485, QMSR vs QSR.
Software classification - SaMD vs SiMD, Locked vs adaptive AI.
EU frameworks - MDR vs IVDR, CE Mark vs UKCA.
Cybersecurity artifacts - SPDX vs CycloneDX SBOM, CVE vs CVSS.
Post-market actions - Recall vs field action, Removal vs correction.

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MedTech Terms is a vendor-neutral community resource sponsored by Blue Goat Cyber. Definitions are written for educational use and are not legal or regulatory advice.