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Q&A: ‘Uber: Governance Lessons Learned’ Panel

Ronald Star, partner at Arnold & Porter Kaye Scholer, shares what's in store for the panel he is moderating at the Corporate Governance Forum on November 15.

By California Lawyer  |  November 6, 2017

UBER: GOVERNANCE LESSONS LEARNED

2:45 pm – 3:45 pm

In private companies, we expect that the Board will act by consensus,  that the CEO will fully cooperate when the Board determines to go in a different direction for the leadership of the company, and that Board members will not sue one another.  Our panel will look at how Uber has broken all of these norms, and what private companies, investors and founders should learn from the Uber situation.

Moderator:

Ronald H. Star, Corporate and Securities Partner,  Arnold & Porter Kaye Scholer LLP

Panelists:

Ryan Mac, Senior Technology Reporter, BuzzFeed News

Cynthia Ringo, Managing Partner, DBL Investors

Robert Walker, Chief Executive Officer, RayVio Corporation


Ronald Star, Arnold & Porter Kaye Scholer

What do you expect to discuss during your panel at the Corporate Governance Forum?

The current Uber saga provides an amazing jumping off point to discuss business and legal aspects of corporate governance.  It’s rare that we see non-unanimous Board votes in venture capital backed companies, let alone resulting litigation. We’ll start with a review of what has happened in the Uber boardroom, in the CEO transition, in shareholder reactions and in the courtroom. Then our VC and management panelists will delve into the issues that arise in structuring Boards of Directors, including allocation of Board seats among constituencies, and in negotiating the voting rights of investors and founders.  Our panel also will touch on the respective responsibilities of the Board and management for corporate culture within the organization.  Issues related to CEO transition and managing disagreements at the Board and shareholder levels will also be addressed.

How will this discussion benefit practitioners?

Our panelists are well positioned to provide insight into the events at Uber and real world experience in negotiating Board and voting structures, dealing with CEO transitions and providing Board oversight of management, especially in venture capital backed companies.  They will share with our attendees very practical and specific insight into how venture capitalists, management and founders approach structuring the Board and allocating voting power.  Our panelists will share their experiences in managing CEO transitions and stewarding corporate culture.  They also will provide their perspectives on how best to handle disagreements at the Board level, at the shareholder level and between the Board and management.

How will this panel discussion differ from other speaking events on evolving best practices in boardroom behavior?

In private companies, we expect the Board to operate by a strong consensus.  The Uber situation reminds us that most venture capital backed companies typically allocate power in ways that avoid open shooting wars among Board members and between the Board and management.  The power dynamic in private companies can be very different than the dynamic that exists in public companies, so that conferences on public companies provide imperfect guidance as to how to structure and advise private companies.  This panel will focus on the unique aspects of private companies that have strong investor roles on the Board.  Understanding how professional investors, founders and management address in their own companies the types of issues raised by Uber will arm our attendees with important business and legal approaches that they can apply to their own situations and engagements, whether or not involving venture capital backed businesses.

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