POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby authorizes Kathlene
Smith and Richard Chernicoff of Great Elm Capital, a Delaware corporation (the
"Company"), and each of them, to execute for and on behalf of the undersigned,
in the undersigned's capacity as a Director of the Company, Forms 3, 4 and 5,
and any amendments thereto, and cause such form(s) to be filed with the United
States Securities and Exchange Commission pursuant to Section 16(a) of the
Securities Act of 1934, relating to the undersigned's beneficial ownership of
securities in the Company. The undersigned hereby grants to such attorneyinfact
full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all such
attorneyinfact, or such attorneyinfact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneyinfact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the earliest
of; (1) the undersigned is no longer required to file Forms 3, 4 and 5 with
respect to the undersigned's holdings of, and transactions in securities issued
by the Company; (2) this Power of Attorney is revoked by the undersigned in a
signed writing delivered to the foregoing attorneyinfact; or (3) as to a
specific attorneyinfact, the employment of such attorneyinfact with the Company
is terminated.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of November 3, 2016.
/s/ Jeffrey S. Serota
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Jeffrey S. Serota
