Negative controls are used by Boards of Managers and stockholders to block undesired outcomes and protect shareholder interests. Common categories covered by negative control rights are dissolution or winding up the corporation, a sale or merger, amending a corporate charter, paying dividends, changing the number of directors - and more.

We'll use this framework to identify what your team can do without your approval.

The Negative Controls Assessment works best for employees with similar decision-making authority as you. Examples are: Co-Founders, President, C-level Executives, VP-level Executives, or your direct report.

Format of a Negative Controls Document

"Operator shall have general authority to make all decisions customary or incident to the management of [COMPANY], subject, however to the control of the Owner.

Operator may not, without the prior written (or verbal) authorization of Owner:

Thoughts on Your Employee

  1. What are their key strengths? What are they better than you at?
  2. Where are they the most trustworthy, where you feel comfortable "looking the other way?"
  3. Where have they really stood out in their performance?
  4. Where are areas you think they could shine in, but they haven’t had the opportunity?

Thought-Provoking Questions