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Corporate Governance November 9, 2016

Today’s Best Practices and Practical Advice for Privately Held Companies

Nicolas Gauthier-Pin
 •  $150 - $195

Corporate Governance 2016 is a full day rich in valuable information and intelligence for in-house and corporate counsel, venture capitalists, financial professionals, corporate investors, outside board members and those involved in the management of family businesses. Delegates will walk away armed with best practices and insights concerning key governance issues that impact private corporations.

Network and Connect With Your Peers

More than just an educational conference, Corporate Governance 2015 offers unparalleled networking and business development opportunities.

  • General Counsel/Chief Legal Officers
  • Chief Financial Officers
  • Accounting Firm Partners
  • Investment Banking Firms
  • Board Members
  • Investment Firm Directors

About our Keynote

 

2013.07.19 - McDermott Will & Emery - Elias Eliopoulos

Katy Zhao

Lead Analyst of the Sustainable Impact Model Portfolio, Morgan Stanley

Katy Zhao is the lead analyst of the Sustainable Impact Model Portfolio, which focuses on investing in companies that address key sustainability challenges such as climate change, water scarcity, food availability, education and health & wellness. Katy is a rising leader in socially responsible investing, advising individuals, family offices, and foundations on how to invest in-line with their values and impact missions. Katy has always been a strong advocate for diversity and is the youngest member of the Morgan Stanley Diversity Council. She is a curriculum writer for the CFA Institute and the national Treasurer of the Gates Millennium Scholars Alumni Association. She has spoken at the Portfolio Management Institute, Earth Institute, The New York Society of Security Analysts, and Academy of Certified Portfolio Managers. Katy holds a bachelor’s degree in finance and statistics from the Stern School of Business at New York University.

About our Co-Chairs

THOMAS W. KELLERMAN

Thomas W. Kellerman

Thomas W. Kellerman represents companies, investment banks, and venture capital funds, advising technology industry clients on public offerings, mergers and acquisitions (M&A), venture capital and other private finance transactions, and corporate governance matters. Having practiced in London for four years, Tom has experience in cross-border transactions for technology companies. Tom represents issuers and underwriters in equity financing matters, and has handled more than 75 public offerings and advised on hundreds of venture capital and private placement transactions.

http://www.morganlewis.com/bios/tkellerman

RONALD H. STAR

Ronald H Star

Ronald Star is a partner with Arnold & Porter, where he co-chairs the Northern California Emerging Companies group. He works closely with start-up, venture-backed and family-owned businesses on issues related to equity and financings, intellectual property matters, the structuring of executive compensation (including stock arrangements), strategic ventures, acquisitions and management buy-outs. Mr. Star is a lecturer at the Fung Institute of Engineering Leadership at the University of California at Berkeley.

http://arnoldporter.com/ronaldstar

 

 

About our Speakers

Kristen Armstrong, PhD.download

Kristen Armstrong, PhD., Strategic Wealth Coach at Ascent Private Capital Management of US Bank, has served as trusted advisor to family enterprises for nearly two decades. A Fellow of the Family Firm Institute, she specializes in helping multi-generational family concerns clarify values and vision, design educational opportunities to prepare next generation leaders, create forums for open communication and trust-building, and design governance processes, procedures and structures to support a thriving enterprise.

 

Katia Bloomkatia-bloom-professional-small-2 

Katia Bloom is the Associate General Counsel at ForgeRock, a leading provider of an identity and access management platform. Katia has significant experience working with companies in the security space, counseling executives and management on how to appropriately tackle commercial, security and privacy-related legal issues. A third-generation female attorney, Katia is passionate about helping women succeed in the legal profession, and is the co-founder of two organizations, SunLaw and WISE, aimed at achieving this goal. She frequently writes on topics related to technology, cybersecurity and diversity issues impacting the legal profession.

 

Lynne BornLynneBorn_DailyJournal

Lynne Born is a partner and the Chief Operating Officer of Seiler LLP, a large regional accounting firm located in Silicon Valley and San Francisco.  The firm specializes in high-net-worth individuals and families, as well as large privately held businesses, and has been consistently recognized as a national “Best of the Best Top 25” firm.  Lynne also serves as a leader in the firm’s Multi-Family Office, which provides a wide range of strategic and complex financial planning services to some of the Bay Area’s most affluent and successful entrepreneurs and families.

 

Jim Cunhajim-cunha

Jim is a retired partner with Arthur Andersen where he spent 30 years in working with a wide range of clients from closely held to global 1000 companies and their boards.  His client work included advising companies on mergers and acquisitions; IPOs; SEC compliance; public and private financings; business risk, and strategy.  Since retiring, he has chaired and been a member of several boards and audit committees.  He has also served as a CFO of several public and private companies

 

 

Julie L. Daviesdavies_julie_70588_4x5

Julie L. Davies advises companies, investment banks, and venture capital and corporate investors on both the major events in the organizations’ life cycles and the day-to-day matters, including the implementation and administration of equity compensation programs. Julie also counsels publicly listed companies with respect to 1934 Act reporting obligations and corporate governance matters. She counsels private and publicly listed companies in the life science, clean technology, biotech, medical device, and online retail industries.

 

Kristin Feitzingerkristin-feitzinger

Kristin Feitzinger is a Vice President in Silicon Valley office of Cornerstone Research—an economic consulting firm.  She has nearly 25 years of experience addressing securities, valuation and governance issues arising in class, corporate, and regulatory actions, and is a frequent speaker on these topics.  Her experience spans all stages of the litigation process, including: pre-litigation investigations; exposure analysis and settlement estimation; class and expert discovery; mediation, arbitration, trials, and regulatory agency hearings

 

Brian Finneganbfinnegan-print-2016

Brian has over fifteen years of public accounting experience, serving both public and private companies in a variety of industries. Brian began his career in the financial services department at Arthur Andersen where he spent time auditing broker dealers, venture capital and hedge funds, insurance companies, and investment and community banks. His financial services experience has continued at BPM, as he currently leads that practice area for the firm, serves as a Member of BPM’s Board of Directors, and as the Assurance Practice Group Leader. Brian has expertise in SEC reporting, business combinations, accounting for stock-based compensation, and accounting for complex equity and debt instruments.

 

Dirk Hampson1

Dirk Hampson is the Director of Winemaking and Chairman/CEO of Far Niente Wine Estates. Its five wineries, Far Niente, Dolce, Nickel & Nickel, EnRoute, and Bella Union are among the most iconic wine producers in Napa Valley and Russian River. Dirk has been at Far Niente for 35 harvests and has been involved as the winery has evolved its management, governance, and investor succession beyond the original family structure in order to keep vibrant the original dream of a world famous wine estate.

 

Richard D. Harrochaaeaaqaaaaaaaazkaaaajdywy2y3odfmlti1n2itnde1ni05nzaxlwq1mdjiyjzkzjjiza

Richard D. Harroch is a Managing Director and Global Head of M&A at VantagePoint Capital Partners, a large venture capital fund in the San Francisco area. His focus is on investing in Internet and digital media companies, and he was the founder of several Internet companies. His articles have appeared online in Forbes, Fortune, MSN, Yahoo, FoxBusiness, and AllBusiness.com. Richard is the author of several books on startups and entrepreneurship as well as the co-author of Poker for Dummies and a Wall Street Journal bestselling book on small business. He was also a corporate partner at the law firm of Orrick, Herrington & Sutcliffe, with experience in startups, mergers and acquisitions, strategic alliances, and venture capital.

 

Kenneth Hausmanhausman_kenneth

Kenneth Hausman, Senior Counsel with Arnold & Porter, represents public and private companies, investment banks, broker-dealers, venture capital firms, hedge funds, private equity firms, mortgage insurance companies, sports franchises, wineries, and real estate development firms and their directors and officers in litigation, including class and derivative actions, involving securities, corporate governance, regulatory, real estate and other complex business and litigation matters.

 

Olga V. Mack olgamack1

Olga V. Mack is results-oriented, pragmatic, and passionate about helping startups thrive. She has over ten years of cross-functional experience in corporate governance, IP, security/privacy, litigation, and employment law. She has managed both legal and business teams and counseled executive level staff on a wide range of issues.

Olga is currently General Counsel at ClearSlide, a leading SaaS sales and marketing engagement platform. She is also an Advisory Board member at TimeJoy and ChannelMeter, both early stage startups.

Olga is an outspoken advocate for professional women and a founder of the Women Serve on Boards movement, which holds companies with all-male boards accountable. She dedicates her time speaking at events and publishing articles on startups, corporate gender equity, career growth, the future of law and tech, security/privacy, and in-house counsel.

 

Stafford Matthewsmatthews-stafford

Stafford Matthews represents technology and industrial companies in the strategic development and exploitation of intellectual properties and products, complex contract negotiations and dispute resolution.  His practice focuses on the licensing and transfer of IP rights and technologies in domestic and international markets; providing forensic advice on contentious contractual issues; establishing and enforcing distribution systems for products and services; antitrust and unfair competition matters in the US and the European Union; and the negotiation of cross-border alliances and other business structures. He also focuses on representing emerging growth technology companies in venture financing and strategic transactions.

Stafford is dual qualified as an English solicitor and a US lawyer and has extensive experience in both European and Asian markets.

He is the managing partner of the Silicon Valley office of Dentons

 

 

Peter Miccichepm-17

Peter is CEO of Certain, Inc. a San Francisco based enterprise event automation vendor that gives data-driven marketers measureable results from investments in events.  He has more than 25 years of public and private business software company experience including roles in senior executive leadership and as a private and public company board member.

His experience includes successful roles as president of Cognos Corp. the leading business intelligence vendor (acquired by IBM); CEO of NativeMinds, Inc. (acquired by Verity/Autonomy now HP); CEO of Kinecta Corp. (acquired by Stellent now Oracle). In addition, Peter served as a director of Centura, Inc. a NASDAQ traded company.

Peter earned a Bachelor of Science degree in accounting and finance from Boston College and an MBA degree from Suffolk University in Boston, MA.

 

Steven Mickelsen351fd2a

Steven Mickelsen is the General Counsel and Corporate Secretary for 3Degrees Group, Inc.  3Degrees is a renewable energy services firm that offers PPAs, Virtual PPAs, RECs, and carbon products to organizations that are working to make their operations, products, and services more sustainable. Steve offers pragmatic advice to 3Degrees’ board regarding risk exposure, liability, compliance, governance, and strategic considerations.

 

 

Tom O’Brien37f8cdc

Tom O’Brien is the senior vice president and general counsel of Driscoll’s, a family-owned berry company headquartered in Watsonville, California. Before joining Driscoll’s in 2014, Tom was an attorney in Washington, D.C., with a practice that focused on fruits and vegetables and other agricultural commodities. From 1999-2002, Tom was the deputy director of the California Governor’s Washington office, where he handled agricultural and trade issues. As a political appointee at the U.S. Department of Agriculture from 1993 to 1999, Tom worked on the development of organic standards, the reform of dairy pricing, and other programs affecting the marketing of food and fiber.

Tom received his J.D. from the University of California, Berkeley’s Boalt Hall School of Law, and his undergraduate degree from the University of California, Davis.

 

 

Susan D. Resleyresley_susan_73244_desktop

Leading Morgan Lewis’s Securities Enforcement Practice, Susan D. Resley advises individuals and organizations in securities-related investigations and litigation. Her clients include companies, boards and their committees, individual directors, senior officers, and employees of companies, as well as accounting firms, brokerage and investment advisory firms, and other financial institutions. Susan represents clients in proceedings brought by the Securities and Exchange Commission’s (SEC) Division of Enforcement, the Department of Justice (DOJ), and the Public Company Accounting Oversight Board (PCAOB).

 

Larry Schwerin1f6c84b

Larry Schwerin is currently CEO, Coriant Advanced Technology LLC. Prior to Coriant Advanced Technology, Larry was CEO of SLS, an innovative Silicon Photonics, design for service company, which was acquired by Marlin Equity Partners in 2014. Larry was also CEO of Capella Photonics, an industry leader in the area of advanced optical communications technologies and products which was acquired by Alcatel-Lucent in 2012. Larry has also served as Founder and Managing Partner at Blueline Global Partners, General Partner at Vanguard Ventures as well as VP and General Manager of Lucent Technologies’ Wireless Broadband Networks Division. Larry spent twelve years at Bell Laboratories where he was Director of AT&T’s Global Fiber Access Systems. Mr. Schwerin has served as a guest lecturer as well as authored numerous papers and presentations on telecommunications technology, network evolution as well as fundamentals in venture investing.

Larry graduated with highest honors with a Bachelor of Science degree in Electrical Engineering from Drexel University, and achieved highest honors with a Master in Science degree in Electrical Engineering from Cornell University.

 

 

Paul Vronskypvronskyhighres

Paul Vronsky joined Kleiner Perkins Caufield & Byers in 2012 as general counsel and is responsible for legal matters in KPCB’s investments, fund operations and regulatory compliance.

Before joining KPCB, Paul was an attorney at Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, where he advised funds in all stages of their operations, including fund formation, governance matters and compliance with securities laws. His practice has also included representation of emerging growth companies, encompassing a variety of private financing transactions, public offerings and mergers and acquisitions.

Paul holds a B.S. degree in economics, summa cum laude, from the University of Washington; a M.Phil. degree in economics from the University of Oxford; and a J.D. degree, with distinction, from Stanford Law School.

 

 

Venue

Le Meridien

333 Battery Street
San Francisco, CA 94111

Schedule

REGISTRATION & CONTINENTAL BREAKFAST

8:15 - 8:55

WELCOME & INTRODUCTION

8:55 - 9:00

Thomas W. Kellerman, Managing Partner Palo Alto, Morgan Lewis & Bockius LLP

There are downloads available for this session. Jump to Downloads section »

ESTABLISHING AND OPERATING HIGH FUNCTIONING BOARDS OF DIRECTORS AND BOARDS OF MANAGERS

9:00 - 10:00

Our panel of business experts will provide their insights into how best to compose Boards, manage Board meetings and involve the Board in the business of the company so that the Board is highly effective and adds value.  Of course, our presenters will also touch on a few “bad practices” to be avoided.  Topics will include when and how to include the Board in key decisions, how to keep the Board process fresh, communicating with the Board, building Board consensus, setting expectations about the Board role, who should serve on the Board, the role of independent directors and managing Board turnover.

Moderator:

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

Panelists:

Julie L. Davies, Partner, Morgan Lewis LLP

Peter Micciche, Chief Executive Officer, Certain, Inc

Larry Schwerin, former Chief Executive Officer, Capella Photonics

NETWORKING COFFEE BREAK

10:00 - 10:15

DISPUTES IN CORPORATE GOVERNANCE

10:15 - 11:15

What happens when shareholders do not get along? What about a dispute among the board members? What about a deadlocked vote?  The panel will examine these and other questions.  The discussion will include techniques for resolving differences, the role of independent directors and independent stockholders, best practices for selecting and compensating Provisional Directors and the use of Section 225 of the Delaware General Corporation Law.

 

Moderator:

Thomas W. Kellerman, Managing Partner Palo Alto, Morgan Lewis & Bockius LLP

 

Panelists:

Kristin Feitzinger, Vice President, Cornerstone Research

Kenneth G. Hausman, Senior Counsel, Arnold & Porter LLP

Stafford Matthews, Office Managing Parnter, Dentons

SPECIAL CORPORATE GOVERNANCE CHALLENGES IN FAMILY BUSINESSES (AND MANY OF THOSE CHALLENGES MAY APPLY TO ALL BUSINESSES)

11:15 - 12:15

Most family businesses do not exist solely to maximize profits and many are not geared toward creating an exit event.  Our panelists will focus on a variety of challenges in family businesses, including having goals that are in addition to profit maximization, the intersection of estate planning and governance, situations where there is a divergence of agendas among family members (especially as to whether or not to sell the business) and involvement of non-family members in governance of the family business.

The panelists will focus on the participation of how non-family members fit in the governance picture for family owned businesses.  We will cover the roles of people in positions such as minority shareholders, directors, advisors, and management.  The topics of funding sources and transitioning the business to the next generation(s) will be discussed as well.

 

Moderator:

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

Panelists:

Kristen Armstrong, Managing Director, Center for Wealth Impact, Ascent Private Capital Management

Dirk Hampson, Director of Winemaking and Chairman/CEO, Far Niente Wine Estates

Tom O’Brien, Senior Vice President and General Counsel, Driscoll’s, Inc.

NETWORKING LUNCHEON KEYNOTE

12:15 - 1:30

Katy Zhao

Lead Analyst of the Sustainable Impact Model Portfolio, Morgan Stanley

We are excited to have Ms. Zhao speak with us and share:

  • Her perspective on the current roles of Women and Minorities — To what extent is Diversity a tool for Corporate Governance

 

INCORPORATING THE LATEST CORPORATE GOVERNANCE TOOLS

1:30 - 2:30

Here the panel will explore strategic avenues to ensure that boards are meeting their fiduciary obligations and staying abreast of compliance requirements, while achieving efficient and harmonious operations.  Up for discussion are tools such as:

  • Internal and External Audits
  • Internal Investigations
  • Whistleblower policies and procedures
  • Adoption of standardized oversight procedures
  • Independent Committees

Moderator:

Susan D. Resley, Partner, Morgan Lewis & Bockius LLP

Panelists:

Jim Cunha, Retired Partner, Arthur Andersen

Brian Finnegan, Partner, Burr Pilger Mayer

Richard G. Harroch, Managing Director and Global Head of M&A, VantagePoint Capital Partners

Steven Mickelsen, General Counsel and Corporate Secretary, 3Degrees

NETWORKING BREAK

2:30 - 2:45

Board Role and Responsibilities Related to Data Breaches and Cybersecurity

2:45 - 3:45

  • What is the Board’s role in designing and overseeing a data security and cybersecurity program?
  • What practical steps should a company take and how does it know it is doing all that is necessary? Is it always necessary to hire an outside consultant?
  • What is appropriate and practical for a small company?
  • When should a private company board establish Risk Management Committee?
  • What is the Board’s role in the case of a security breach?

Moderator:

Mark Gilmore, President & CEO, Wired Integrations

Panelists:

Katia Bloom, Associate General Counsel, ForgeRock

Olga V. Mack, General Counsel, ClearSlide

Paul Vronsky   General Counsel, Kleiner Perkins Caulfield & Byers

 

There are downloads available for this session. Jump to Downloads section »

CLOSING COMMENTS AND CONCLUSION OF CONFERENCE

3:45 - 4:00

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

COCKTAIL RECEPTION

4:00 - 5:00

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