August 13, 2025

Should Private and Public Biotechs Use Board Management Software? When Should They Start? And What Are the Benefits of Doing So?

If they haven’t already heard of board management software, my private biotech clients typically learn about it when they first engage Nasdaq regarding a potential listing.

To be clear, Nasdaq’s board management software, Nasdaq Boardvantage®, is not part of the “subsidized IPO IR package” that typically accompanies a Nasdaq listing. That package includes press releases (using Globe Newswire), an IR website (using Notified), a whistleblower hotline, and a financial results conference call/webcast package (also using Notified), to name just a few services. The contents and value of Nasdaq’s subsidized IPO package are strictly limited by agreement with the SEC.

Instead, Nasdaq offers Nasdaq Boardvantage as a paid service alongside (but unconnected to) its Nasdaq Equity Surveillance product, which will be the subject of a future article.

One of the most compelling reasons to use board management software – and there are many – is to limit discoverability during any future litigation or investigation a company may be subject to. Note, this has nothing to do with hiding information, but everything to do with avoiding potentially damaging phishing expeditions at contentious moments in a company’s history.

The cautionary tale of Palantir Technologies

Here is a pertinent and recent example that speaks to this:

In January 2019, the Delaware Supreme Court ordered Palantir Technologies to turn over director emails to KT4 Partners, an early investor in the firm, as part of litigation between the two entities.

In a unanimous opinion for the court, Chief Justice Leo. E. Strine Jr. wrote that:

“If a company observes traditional formalities, such as documenting its actions through board minutes, resolutions, and official letters, it will likely be able to satisfy a books-and-records petitioner’s needs solely by producing those books and records. But if a company instead decides to conduct formal corporate business largely through informal electronic communications, it cannot use its own choice of medium to keep shareholders in the dark about the substantive information to which… [they are entitled].”

In June 2022, Palantir entered into an agreement to settle the litigation with KT4 for an undisclosed sum.

Who uses board management software?

In truth, any organization with a need for corporate governance would benefit from using board management software like Nasdaq Boardvantage. This includes board, committee, and executive leadership team members across private, public, and non-profit organizations in every industry.

When should biotechs start using board management software?

While there are arguments for private biotechs using board management software sooner, the average firm typically employs a platform 3-6 months before going public. Note: other tech companies may make the move much earlier, given their greater operational complexity.

Interestingly, around 3-6 months before an IPO is also when private biotechs usually start building out their Board, adding independent directors and filling their prospective Remuneration, Audit, and Nominating and Corporate Governance committees.

Often these incoming directors – who frequently hold existing directorships on other boards – are a spurring factor in the adoption of board management software, since they already use it elsewhere.  Moreover, the recruiting biotech usually wants to be seen adopting best practices.

What are the other main advantages of board management software?

With the discovery argument laid out in detail above, some of the other advantages in using board management software like Nasdaq Boardvantage include:

• With all key information centralized, sensitive information can be kept securely in one place (avoiding unintentional dissemination of confidential information, reduced potential cybersecurity issues, etc.).
• The software allows individuals who sit on multiple boards to access the files and communications they need (as well as vote) using a single sign-on.
• Board management software is designed to facilitate and record the regular workflows of and scheduling for quarterly (or otherwise) board meetings, through which corporate governance is enhanced.
• As a digital solution, board management software also creates a paperless, more efficient experience.

Conclusion

In summary then, board management software like Nasdaq Boardvantage helps reduce potential liability and make the lives of your General Counsel and Board members significantly easier.