Corporate Governance Forum
In today’s general and business news, boards of both private and public companies are dominating the headlines more than ever. Beyond representing investors, are boards taking the lead in creating the appropriate corporate culture?
Corporate Governance 2017 delegates will walk away armed with best practices and insights concerning key governance issues that impact businesses with an emphasis on private companies.
About our Keynote
Mallun Yen is a board director, public company officer, founder, entrepreneur and intellectual property strategist with a deep understanding of Silicon Valley innovation and a consistent record of leadership in growing companies by disrupting conventional thought and behavior. She is a frequent speaker and author on innovation, building diverse teams and intellectual property.
Mallun was until September 1, 2017, EVP of RPX Corporation (Nasdaq: RPXC), where she worked with the founding team starting at inception and helped steer the company to a public offering in 2011. She played an integral role in moving an industry to adopt a market-based, data-driven collaborative approach for reducing risk from patent assertion entities, including by developing a number of novel products.
Prior to RPX, Mallun was Cisco’s Vice President of Worldwide Intellectual Property and Deputy General Counsel, where she built and led the teams responsible for IP protection of Cisco’s technology, products and innovation around the world including in the areas of strategy, development, prosecution, portfolio, disputes, licensing, acquisitions, pools, standards and policy.
Beyond her work with large enterprises, Mallun actively engages with emerging companies, including as CXO at SaaStr, which includes the world’s largest web community for B2B software founders, executives and investors, online learning and events, a venture fund and a 15,000 square foot co-working space in San Francisco, and as an advisor to Textio, the augmented writing platform for creating highly effective job listings.
Mallun is also a board director of KQED, the public media organization for Northern California, where she serves on the strategic planning committee. She is also a founder, board director and CEO of ChIPsNetwork.org, a 501(c)(3) corporation with over 2,500 members that advances and connects women in tech, law, and government to accelerate innovation that benefits an evolving, inclusive society. Members of the ChIPs community include individuals from the private sector as well as all branches of the government, including judges, regulators, congressional staffers and commissioners.
About our Chairs
Audit Partner, Seiler LLP
Erin is a CPA with more than 15 years of experience. She overseas audit in the firm’s San Francisco office, and has worked with scores of bay area companies and organizations since the beginning of her career. She focuses on working with privately-held companies in the financial services, wholesale and distribution, technology, professional services, and real estate sectors. Her areas of technical expertise extend beyond auditing and include corporate and non-profit governance, internal controls, fraud examinations, forecasting and analysis and business strategy. Prior to joining Seiler, Erin worked at Arthur Andersen, KPMG, and Scott B. Price & Company.
Managing Partner Palo Alto, Morgan Lewis & Bockius LLP
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.
Corporate and Securities Partner, Arnold & Porter Kaye Scholer LLP
Ronald Star is a partner with Arnold & Porter Kaye Scholer, 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.
About our Speakers
Chief Executive Officer, Boardspan
Abby Adlerman brings more than 25 years of relevant experience to Boardspan, a cloud-based platform for boards and board members. With state-of-the-art dashboards, recruiting tools, assessments and governance expertise, Boardspan helps boards stay well informed, better connected and more effective.
Abby was part of the senior leadership team at Russell Reynolds Associates, the global executive search & assessment firm. Abby led the 45-person San Francisco office growing its revenues and improving margins substantially. She also ran the Asia Pacific Private Equity (PE) business, living in Singapore for two years, and before that the North America PE business.
Abby previously served as CEO of a venture-backed e-commerce business, and she spent 15 years on Wall Street advising board & C-suite clients on a range of corporate finance and M&A transactions. She received her BS Engineering from Lafayette College and her MPPM from Yale University, where she is a member of the Entrepreneurship Advisory Board. Abby has served on numerous corporate and non-profit boards, and she is a frequent public speaker and blogger on boardroom topics
Vice President, Legal, Lam Research
Joy Cartun is vice president of legal at Lam Research, where she leads global legal services and ethics and compliance. Before joining Lam, Joy held leadership positions at Symantec, where she managed litigation and supported marketing, human resources, and the Norton consumer business unit. She was previously a shareholder in Heller Ehrman’s securities and corporate governance litigation practice. She earned her JD at University of California’s Hastings College of Law and BA from Stanford University.
Partner, Shareholder Litigation & Enforcement, Vinson & Elkins LLP
Michael Charlson is a partner in Vinson & Elkins’ San Francisco office. His practice involves complex business litigation, with an emphasis on securities class actions, corporate governance (including shareholder derivative) litigation, SEC and other regulatory and exchange proceedings, and related counseling. Over more than 25 years, Michael has represented corporations, officers, directors, investors, auditors, and underwriters in dozens of securities class actions involving companies that operate across a wide range of industry sectors, including many technology and life sciences companies. Michael has also litigated and counseled clients on fiduciary duty and disclosure issues relating to proposed M&A transactions. In addition, he has represented major accounting firms and auditors in accounting malpractice and securities lawsuits, and before the SEC. In the corporate governance realm, Michael’s clients have included special board committees, nominal defendant corporations, and officer and director defendants in numerous shareholder derivative lawsuits and internal investigations. His regulatory and enforcement matters have included SEC investigations and enforcement proceedings involving allegations of insider trading (including tipper and tippee allegations), improper accounting, inadequate disclosure, improper supervision and books-and-records violations. He has prepared Wells or pre-Wells submissions to the SEC on behalf of 17 different people; none was charged. A graduate of the University of California, Berkeley Boalt Hall School of Law, Michael is recognized as a “Leader in the Field” of Litigation: Securities (California) by Chambers USA (2016-2017) and by Legal 500 U.S. in Securities Litigation: Defense (2014-2017).
Senior Vice President, Management Liability & Executive Lines, Risk Placement Services, Inc./Arthur J. Gallagher & Co.
Rodney brings more than 17 years of experience focusing exclusively on management and professional liability issues. He has counseled hundreds of companies on their complex risk management needs, from startups to Nasdaq 100 and Fortune 500 companies. His industry expertise includes technology, biotechnology & life sciences, alternative asset management and financial institutions. A lawyer by training, Rodney was associated with the law firm, Latham & Watkins, and before then with the Federal Trade Commission, Bureau of Competition. Due to his background and experience, Rodney frequently serves as the primary liaison and advocate on complex claims matters, including securities class actions, SEC investigations and private company management liability claims disputes.
Rodney is a graduate of Franklin & Marshall College and American University, Washington College of Law.
Corporate and Finance Partner, Arnold & Porter Kaye Scholer LLP
Stephanie Coutu is a partner with Arnold & Porter Kaye Scholer, where she co-chairs the Emerging Companies and Venture Capital Group. Her practice focuses on venture capital, financings, mergers and acquisitions, corporate governance, and technology transactions. Ms. Coutu has worked with start-up companies and established businesses in a variety of industries, with an emphasis on the Internet and technology sector, food and wine related companies, and consumer products. Ms. Coutu has lectured on venture financing and startup issues in various programs.
Senior Vice President, Professional Errors & Omissions Liability, Risk Placement Services, Inc. /Arthur J. Gallagher & Co.
Ted has 18 years of executive liability experience, specializing in Errors and Omissions (E&O) programs across all industries and deeply immersed in the Privacy Liability/Cyberliability and Technology E&O marketplace. Expertise in various other E&O lines (Real Estate, Construction, Architect & Engineers, Consulting, Mortgage/Loan Brokers, Telecom).
Ted is a regular speaker at industry trade association meetings such as the Professional Liability Underwriters Society (PLUS) and the Risk and Insurance Management Society (RIMS). He was named a Risk and Insurance magazine Power Broker in both 2007 and 2008.
Doolittle, who holds a bachelor’s degree in history and a master’s degree in education from the University of California at Santa Barbara.
Managing Director, Summit Partners
Greg joined Summit Partners in 2002 and leads investments across the technology sector and beyond. His key areas of emphasis include analytics and big data, cloud computing, enterprise applications, mobility, security, internet and electronic marketplace businesses, and unique consumer models.
Greg’s investment and board experience includes Clearwater Analytics (acquired by Welsh, Carson, Anderson & Stowe), Cloudmark, Gainsight, Intellichem (acquired by Symyx), JAMF Software, LiveOffice (acquired by Symantec), PatSnap, Philz Coffee, ProClarity (acquired by Microsoft), RiskIQ, Rocket Fuel (NASDAQ: FUEL), The Mutual Fund Store (acquired by Warburg Pincus), Telesign, Tiny Prints (acquired by Shutterfly), TSheets, Visier, Web Reservations International (acquired by Hellman & Friedman), Winshuttle and Wowza Media Systems.
Prior to Summit, Greg was Director of E-Commerce and Director of the Innovation Lab at Starwood Hotels & Resorts.
Greg holds an AB, magna cum laude, in government from Harvard University.
Partner, Morgan Lewis & Bockius LLP
W. Reece Hirsch counsels clients on healthcare regulatory and transactional matters and co-heads the ﬁrm’s privacy and cybersecurity practice. Representing healthcare organizations such as hospitals, health plans, insurers, physician organizations, healthcare information technology companies, and pharmaceutical and biotech companies, Reece advises clients on issues such as privacy, fraud and abuse, and self-referral issues. This includes healthcare-speciﬁc data privacy and security matters, such as compliance with the Health Insurance Portability and Accountability Act (HIPAA) and the Gramm-Leach-Bliley Act.
Reece represents clients in almost all sectors of the healthcare industry on privacy and security compliance matters. He helps them develop policies and procedures, structures healthcare information technology ventures, addresses Big Data issues, and responds to security breaches. Reece also works with clients to develop and implement corporate compliance programs. Healthcare companies turn to Reece for guidance on conforming their operations—including recruitment, marketing, and data transmissions—to US federal and state healthcare regulatory requirements.
Senior Technology Reporter, BuzzFeed News
Ryan Mac is a senior technology reporter for BuzzFeed News covering wealth, power players and wrongdoing in Silicon Valley. Previously he spent more than five years as a staff writer at Forbes Magazine where he covered the technology industry. He is based in San Francisco and can be found on Twitter at @Rmac18.
Board Member, CEO
Linda is a retired President & CEO with broad experience improving business results including profitability, market share, geographic expansion, and brand awareness. In manufacturing companies. Over a 30 year career, she has demonstrated success in consumer and industrial products in family owned, and privately and publicly held companies. Recognized for understanding market behavior and developing strategic plans to drive and meet demand. Innovative leader focused on developing team members to achieve personal and organizational potential. Linda currently serves as a Board member and Executive Coach.
President, Infinite Global
Zach Olsen is the San Francisco-based president of Infinite Global, a PR and crisis communications firm. Zach assists professional services firms, public and private entities with preparing for and responding to data breaches and other crises
Principal, Seiler LLP
Sumit is a senior IT audit professional with over 25 years of experience in internal audit and IT/cybersecurity matters, software engineering and executive management in industry. He is the firm’s senior most practitioner in IT and internal audit, and has conducted a wide range of engagements for clients over the years.
Sumit has worked with both public and private companies in a range of industries, including financial services, manufacturing, real estate, wholesale and distribution, consumer goods, software, technology, life science, professional services, media and others.
Managing Partner, DBL Investors
Cynthia Ringo is Senior Partner of DBL Partners, and Managing Partner of a prior fund managed under DBL Investors. Ms. Ringo currently sits on the board of directors of The RealReal, UrbanSitter, Maiyet, RubyRibbon, Brainscope and Siva Power, and works with View Glass, Yerdle, Kateeva and Apeel Sciences. Ms. Ringo was formerly a Managing Director of VantagePoint Venture Partners where she was Group Leader of the Communications, Systems, Internet and Media Practice. She also is a member of the Bay Area BUILD board of directors and a member of WomenCorporateDirectors (WCD) Foundation. Ms. Ringo serves as an advisor to several organizations including: the NVCA Diversity Task Force, SVForum, a Silicon Valley leadership forum, Astia, supporting women-led entrepreneurs, as a judge for the MacArthur Foundation’s 100&Change competition, a member of the Emeritus Board, Watermark, and is a member of Broadway Angels. Ms. Ringo received a BS in Legal Systems from Georgia State University and a JD from Emory University School of Law.
Vice President, Legal & Compliance, ThreatMetrix
Wes Spowhn is the VP, Legal & Compliance at ThreatMetrix, a private technology company defining digital identities and disrupting legacy authentication solutions. With deep insight into 1.4 billion online users, ThreatMetrix delivers the intelligence behind 75 million daily authentication and trust decisions, to differentiate legitimate online customers from fraudsters in real time. Prior to joining ThreatMetrix, Wes practiced complex litigation with Pillsbury Winthrop Shaw Pittman LLP in San Francisco, where he represented U.S. and international clients in criminal and civil cases and in corporate, SEC and regulatory investigations. He has represented clients from numerous industries, including technology, energy, life sciences and health care, banking, investment funds, real estate and construction.
Managing Director, Wealth Strategy, Ascent Private Capital Management of U.S. Bank
As managing director of wealth strategy for Ascent’s San Francisco office, Sisi works with clients and their tax and legal advisors, along with other Ascent team members on developing sophisticated wealth transfer strategies for the preservation of assets at each generation, family risk management, governance, stewardship and family education, and trust and fiduciary matters.
Sisi earned her J.D. and LL.M in tax law at the University of Miami School of Law. She has practiced at law firms in Florida and California, counseling clients on trust planning, gift and estate tax strategies. In 2010 she joined a wealth advisory firm in Los Angeles as Director of Trust & Estate Planning. She served the firm’s ultra high net worth clients through advising on wealth transfer and planning techniques while coordinating with the clients’ other advisors, including attorneys, accountants and business managers, to ensure effective implementation and an integrated approach to wealth management.
Chief Executive Officer, RayVio
Robert C. Walker, Ph.D. is CEO of RayVio, a Silicon Valley-based health & hygiene company with an innovative ultraviolet LED technology. Applications include water, air and surface disinfection, medical treatments and industrial curing; with a particular focus on consumer safety products that enhance people’s lives and health. He is also an independent Board member of Pacific Light Technologies, which provides quantum dots for LED-based lighting and displays. From 2007-2012, he was a Partner at Sierra Ventures, a private venture capital firm that manages more than $1.5 billion of committed capital. Dr. Walker focused on investments in solid state lighting, displays, clean technology, solar energy and semiconductors.
Omni San Francisco
500 California Street
San Francisco, CA 94104
Registration and Continental Breakfast
8:15 am - 8:55 am
Welcome and Introduction
8:55 am - 9:00 am
Ronald H. Star, Corporate and Securities Partner, Arnold & Porter Kaye Scholer LLP
9:00 am - 10:00 am
Boards often struggle to effectively oversee and guide the growth of the business. We will explore issues beyond the standard fiduciary duties that can impact the effectiveness of the Board, including Board composition, management of Board meetings, use of committees, director assessment and succession issues.
Thomas W. Kellerman, Managing Partner Palo Alto, Morgan Lewis & Bockius LLP
Abby Alderman, Chief Executice Officer, Boardspan
Stephanie W. Coutu, Partner, Arnold & Porter Kaye Scholer
Jennifer Dizon, CPA, Partner, Hood & Strong LLP
Greg S. Goldfarb, Managing Partner, Summit Partners
10:00 am - 10:15 am
Protecting Against Liability
10:15 am - 11:15 am
Service as an officer or director carries significant risk of liability and exposure. We will discuss issues and techniques for limiting that exposure, including establishing a robust compliance program, use of outside experts and advisors, appropriate documentation of Board and officer decisions, D&O and other insurance coverage, indemnification rights, fiduciary duty and corporate opportunity waivers, and tips for managing disputes
Michael L. Charlson, Partner, Shareholder Litigation & Enforcement, Vinson & Elkins LLP
Joy M. Cartun, Vice President, Legal, Lam Research
Rodney Choo, Senior Vice President, Management Liability & Executive Lines, Risk Placement Services, Inc./Arthur J. Gallagher & Co.
11:15 pm - 12:15 pm
Cyber-attacks can lead to operational issues, intellectual property theft, reputational damage, and more. What is the role of a board in minimizing cyber risk? How much cybersecurity insurance is enough? What types of third party assurance engagements are available to assuage cybersecurity concerns? Our panel addresses these questions and more as we discuss best practices for private company IT governance in a post-Equifax breach environment.
Zach Olsen, President, Infinite Global
Ted Doolittle, Senior Vice President, Professional Errors & Omissions Liability, Risk Placement Services, Inc./Arthur J. Gallagher & Co.
W. Reece Hirsch, Partner, Morgan Lewis & Bockius LLP
Sumit K. Pal, CISA, CGREIT, CRISC, Principal, Seiler LLP
Wes Spowhn, VP, Legal & Compliance, ThreatMetrix
Luncheon Keynote Conversation with Mallun Yen
12:15 pm - 1:30 pm
Win the War for Diverse Talent from the Top Down and the Bottom Up (By Changing Your Natural Instincts)
The war for talent is more intense than ever, and studies show that diverse teams are critical for company success and ongoing innovation.
– How do Boards, management and even shareholders recruit and hire high performing employees even when they’re not a sexy company in a hot space?
– How do they do so in a way that is both diverse and inclusive when even the big stars are struggling despite hundreds of millions spent on diversity efforts?
– How do they change a culture that has a natural tendency toward perpetuating sameness?
– How do they get people to open their minds to hiring differently?
– And how do they do so when they are in the minority?
Mallun shares her insights and actions from both the startup and Fortune 100 corporate world, including organizations she built from the ground-up and those where she stepped into homogeneous teams.
Mallun describes how groups easily fall prey to what she calls the “buddy syndrome;” why our natural instincts are to blame for a lack of diversity; and why changing hiring patterns is so challenging. While there isn’t one magic formula, Mallun describes a number of steps anyone can implement to change their hiring practices in a way that brings diversity and inclusion into an organization.
These comments are adapted from a series of LinkedIn posts that have been viewed over 60,000 times, with nearly 20,000 shares and over 10,000 likes.
Family Business Governance
1:30 pm - 2:30 pm
The initial success of a family owned business hinges almost entirely on the owner’s vision, leadership and actions. As a family firm grows, the day-to-day oversight, growth strategies, and succession planning require the collaboration of a variety of individuals. Our experts will share best practices for governing a family business while balancing the interests of shareholders, family councils, family offices, advisers, patriarchs, matriarchs, children who are involved in the business, children who are not, and more…
Erin Hastings, CPA, CFE, Audit Partner, Seiler LLP
Linda S. Mayer, Board Member, CEO
Sisi Tran, J.D., LL.M., Managing Director, Wealth Strategy, Ascent Private Capital Management of U.S. Bank
2:30 pm - 2:45 pm
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.
Ronald H. Star, Corporate and Securities Partner, Arnold & Porter Kaye Scholer LLP
Ryan Mac, Senior Technology Reporter, BuzzFeed News
Cynthia Ringo, Managing Partner, DBL Investors
Robert Walker, Chief Executive Officer, RayVio Corporation
Closing Comments and Conclusion of Conference
3:45 pm - 4:00 pm
Erin Hastings, CPA, CFE, Audit Partner, Seiler LLP
Thomas W. Kellerman, Managing Partner Palo Alto, Morgan Lewis & Bockius LLP
Networking Cocktail Reception
4:00 pm - 5:00 pm
- NIST Small Business Cybersecurity Act Passes in the House (Cybersecurity Update)
- Cybersecurity Regulation in the Securities Markets (Cybersecurity Update)
- Delaware Updates Data Breach Notification Obligations (Cybersecurity Update)
- Uber: Governance Lessons Learned (Uber: Governance Lessons Learned)
- Protecting Against Liability (Protecting Against Liability)