Hybrid

2024 Berkeley Fall Forum on Corporate Governance

November 12 – 13, 2024

Convene

Event details

November 12 – 13, 2024

Convene

100 Stockton St.
San Francisco, CA

Event summary

Cooley is proud to once again be a producing sponsor – along with the Berkeley Center for Law and Business – of the annual Berkeley Fall Forum on Corporate Governance. In its ninth year, this dynamic hybrid event was held at Convene in San Francisco and featured two days of panel discussions and interviews with top voices covering the most prevalent topics in corporate governance and business law.

Highlighted topics and themes

Applying AI in Dealmaking and Governance
The “State” of Delaware with Chancellor Kathaleen McCormick and Vice Chancellors Sam Glasscock and Lori Will (note: closed door session)
The 2025 Incorporation Advice Memo
Building Legal Teams in the Age of Legal Ops & Tech
Preparing for Corporate Crisis and Government Investigations
When Is It Time for Board Refreshment?
Balancing Fairness and Incentives in Executive Compensation
Navigating Shareholder Activism

Watch Day 1 on Demand

- Gerard de Graaf – Senior envoy for digital to the US, EU Delegation
- Irene Liu – AI advisor, California State Senate, and founder, Hypergrowth GC
- Scott Wiener – Member, California State Senate
- Monique C. Winkler – Regional director, San Francisco office, Securities and Exchange Commission (SEC)
- Moderator: Travis LeBlanc – Partner, Cooley
  - This panel highlighted ongoing legislative efforts focusing on deepfakes, digital replicas and high-risk artificial intelligence (AI) applications. We should expect continued emphasis on safety, bias, privacy and security in AI regulations.
  - A significant trend involves proactive collaboration between governments and tech companies – with both parties aiming to understand each other to avoid stifling innovation while also ensuring regulatory feasibility and effectiveness.
  - The discussion underscored the importance of harmonizing AI regulations globally, with California playing a pivotal role. The panelists also compared the European Union’s precautionary approach with the more reactive stance of the US, emphasizing the need for flexible and adaptive regulatory frameworks.
- Kristin Sverchek – Former president, Lyft
- Moderator: Robin McIntosh – Chair and co-founder, Workit Health
  - Kristin Sverchek shared her journey from outside counsel to general counsel at Lyft, highlighting the early days of navigating uncharted legal territories and establishing governance frameworks that balance innovation with regulatory compliance.
  - The discussion delved into the complexities of Lyft’s initial public offering, exploring the rigorous preparation and the ongoing challenges of maintaining compliance and transparency in a heavily scrutinized industry.
  - Sverchek also reflected on leading through the pandemic, underscoring the importance of transparent communication, risk management and adaptive leadership in steering Lyft through unprecedented challenges and market fluctuations
- Nate Saint Victor – General counsel, Engine No. 1
- Beth Sasfai – Partner, Cooley
- Kristina Wyatt – Deputy general counsel and chief sustainability officer, Persefoni
- Moderator: Amelia Miazad – Professor, UC Davis School of Law
  - Examining the critical role of corporate boards in overseeing climate risk, this panel highlighted the need for strategic oversight rather than mere compliance. Boards must ensure that climate risk is integrated into the company’s overall strategy and operations, with a focus on long-term sustainability.
  - Investors are increasingly demanding precise and transparent climate-related disclosures. The panel discussed the importance of robust data governance and the role of external auditors in providing assurance on climate disclosures, which helps build investor confidence and supports better decision-making.
  - In addition, the discussion covered the evolving regulatory environment, the progress in harmonizing disclosure standards, and the importance of companies staying ahead of regulatory requirements to mitigate risks and avoid greenwashing.
- Soleil Boughton – Chief legal officer, Hims & Hers
- John Christiansen – Partner, FGS Global
- Nancy Skinner – Member, California State Senate
- Sean West – Co-founder, Hence Technologies
- Moderator: Angeli Patel – Executive director, Berkeley Center for Law and Business
  - This panel examined how companies must navigate evolving geopolitical risks and adapt to protectionist policies that could reshape global trade dynamics.
  - Despite potential deregulation at the federal level, businesses should remain vigilant about state-level enforcement and consumer-driven litigation. The panelists emphasized the importance of maintaining robust risk management frameworks and staying agile to respond to changing regulatory environments.
  - With the increasing complexity of the political and economic landscape, companies need to develop comprehensive engagement strategies – including mapping out supply chain vulnerabilities, ensuring transparent communication with employees, and leveraging technology to monitor and manage risks effectively.
- Ed Batts – Partner, Gibson Dunn
- Rick S. Horvath – Partner, Dechert
- Elena Norman – Partner, Young Conaway Stargatt & Taylor
- Jeroen van Kwawegen – Partner, Bernstein Litovitz Berger & Grossmann
- Moderator: Frank Partnoy – Professor, Berkeley Law
  - Highlighting Delaware’s strengths, this panel explored its expert Court of Chancery, responsive legislature and well-established network of advisors. These elements create a stable and dynamic environment for corporations, making Delaware a preferred choice for incorporation.
  - While Delaware remains dominant, the panel discussed the growing interest in other jurisdictions, like Nevada and Texas, which offer alternative frameworks, but uncertainties and untested doctrines present challenges. The competition encourages Delaware to continually improve its corporate governance standards.
  - The discussion emphasized the importance of balancing legal certainty with the flexibility to adapt to evolving corporate governance needs. Delaware’s common law approach – while sometimes unpredictable – allows for nuanced and equitable decisions that address specific case facts and maintain high standards of corporate conduct.
- Yulia Buyanin – Founding attorney, Tome
- Michael Diz – Partner, Debevoise & Plimpton
- Vedant Suri – Investor, General Catalyst
- Shaan Tehal – Head of US software, AI and fintech investment banking, Morgan Stanley
- Moderator: Peter Werner – Partner, Cooley
  - This panel explored the significant role artificial intelligence (AI) is playing in dealmaking, with a surge in AI-driven private financings, initial public offerings and M&A activities. The rapid growth and impressive revenue numbers of AI companies are driving high valuations and a competitive market.
  - Panelists emphasized the importance of thorough diligence and robust governance frameworks when adopting AI technologies. Key concerns include data ownership, cybersecurity and compliance with evolving regulations, which are critical for mitigating risks in transactions.
  - The discussion underscored the transformative potential of AI in legal tech – particularly in drafting agreements, issue spotting and contract management. These innovations promise to enhance efficiency, reduce drudgery and improve overall client experiences with legal services.
- Mike Connor – Managing director, Healthcare Investment Banking, J.P. Morgan
- Alan Denenberg – Partner, Davis Polk
- Mitzi Madrid Diaz – Global capital markets executive director, Morgan Stanley
- Moderator: David Peinsipp – Partner, Cooley
  - Panelists discussed the challenging market conditions of 2024 and expressed optimism for 2025. They anticipate a resurgence in initial public offering (IPO) activity, particularly in the technology sector. The life sciences space also is poised for growth – with a trend of increasing IPOs driven by favorable macroeconomic conditions and a strong M&A environment.
  - More and more, companies are exploring dual-track processes, considering both IPOs and M&A as viable options. This approach provides flexibility and helps bridge valuation gaps, offering companies the best possible outcomes in uncertain markets.
  - The panel also highlighted the transformative potential of artificial intelligence (AI) and other technological innovations in driving market activity. AI is expected to significantly influence the tech IPO landscape, while ongoing life sciences advancements continue to create exciting opportunities for growth and investment.
- Brody Mullins – Author and journalist
- Moderator: Jamie Leigh – Partner, Cooley
  - The duo discussed the transformation of lobbying from a relationship-based game to a sophisticated influence industry. Modern lobbying often involves unregulated spending and efforts to sway public opinion through media and social campaigns, rather than direct interactions with lawmakers.
  - The book highlights how corporations have gained significant power in Washington, DC, since the 1970s. Companies now invest heavily in lobbying to shape regulations in their favor – often at the expense of competitors and smaller businesses.
  - The conversation also touched on the shifting landscape of antitrust enforcement and the role of social media in lobbying.

Watch Day 2 on Demand

- David Curran – Co-chair, sustainability & ESG advisory practice, Paul Weiss
- Morgan Fong – General counsel, Instacart
- Aaron Schur – General counsel, Yelp
- Moderator: Harvey Anderson – Adjunct faculty, Berkeley Law
  - Legal operations (legal ops) are crucial for legal teams, enabling them to operate more efficiently and scale effectively. By implementing smart systems and leveraging technology, legal teams can streamline processes, reduce costs and enhance service delivery.
  - Successful legal ops require collaboration across various departments. Engaging with finance, engineering and other teams ensures that legal processes are integrated smoothly into the broader business operations, fostering a culture of innovation and continuous improvement.
  - The integration of artificial intelligence and advanced technologies is revolutionizing the legal profession. From automating routine tasks to enhancing contract management, these tools empower legal teams to focus on higher-value work, driving efficiency and effectiveness.
- Andrew D. Goldstein – Partner, Cooley
- Cheree McAlpine – Chief legal officer, Zoom
- Kelly Sullivan – Partner, Joele Frank
- Moderator: Afra Afsharipour – Professor, University of California, Davis
  - This panel emphasized the importance of quickly initiating investigations when a whistleblower complaint arises – including communicating with the whistleblower, gathering electronic records and interviewing key personnel to assess the validity of the allegations.
  - Managing internal and external communications is crucial during a crisis. The panelists recommended having a clear communications plan, providing consistent talking points and avoiding speculation.
  - The discussion also highlighted the complexities of dealing with potential legal violations, such as Foreign Corrupt Practices Act breaches. Companies must consider the pros and cons of self-reporting to authorities and be prepared for possible government investigations, ensuring they have preserved all relevant information and conducted a fair internal review.
- Scott Morgan – Former senior vice president, chief legal officer, global affairs and secretary, Splunk
- Joanna Rees – Venture capitalist and founder, Venture Strategy Partners
- Philip Satre – Non-executive chair of the board, Wynn Resorts
- Allison Spinner – Partner, Wilson Sonsini
- Moderator: Stavros Gadinis – Professor, Berkeley Law
  - This panel underscored the idea that board refreshment needs vary across different phases of a company’s life cycle. For private companies approaching an initial public offering, the focus is on regulatory compliance and adding independent directors. Newly public companies may see venture capitalists stepping down and bringing in industry experts, while mature companies might need more international or regulatory experience.
  - Effective board refreshment involves adding members with diverse backgrounds and specific skill sets – such as cybersecurity, human capital management or regulatory knowledge. This diversity enhances the board’s ability to oversee the company effectively and navigate complex issues.
  - Continuous evaluation and proactive planning are crucial for board refreshment. Companies should regularly assess their board’s composition to ensure it aligns with the company’s evolving needs and strategic direction. This includes considering diversity, leadership qualities, and the ability to ask critical questions and provide valuable insights.
- Elizabeth A. Gartland – Partner, Fenwick & West
- Scott McCall – Partner, Cooley
- Zain Oke – Board director, Daily Harvest
- Jai Ramaswamy – Chief legal officer, a16z
- Moderator: Adam Badawi – Professor, University of California, Berkeley
  - In the venture capital space, ensuring founders have a significant stake is crucial to maintaining their motivation through the company’s life cycle. This involves balancing dilution with sufficient incentives to drive innovation and growth.
  - As companies transition to the public markets, executive compensation faces increased scrutiny from institutional investors and proxy advisors, necessitating a structured approach to compensation, aligning it with performance metrics and ensuring transparency to avoid negative shareholder reactions.
  - Moonshot awards – that is, offering large rewards for high targets – are prevalent but risky, often leading to litigation and scrutiny. Environmental, social and governance-linked compensation is growing but remains challenging due to difficulties in setting objective, measurable goals, which often results in subjective assessments.
- Sean Donahue – Partner, Paul Hastings
- Steven Lipin – Founder and CEO, Gladstone Place Partners
- David Rosewater – Managing director investment banking division, Morgan Stanley
- Moderator: Jamie Leigh – Partner, Cooley
  - Panelists highlighted the significant rise in shareholder activism, with an increase in public campaigns compared to the previous year. This surge was driven by favorable market conditions and a perception of undervalued companies.
  - Activists now range from well-known “celebrity” activists to occasional activists and second-generation activists from established funds. This activist diversity means companies of all sizes and industries can be targets, emphasizing the need for vigilance and preparation.
  - Companies are advised to focus on board refreshment and development of clear, proactive communication strategies. Understanding potential vulnerabilities and preparing robust responses to activist critiques are crucial. Additionally, the rise of retail investors and the impact of universal proxy rules necessitate a nuanced approach to shareholder engagement and defense.

Related contacts

Travis LeBlanc

Partner

Washington, DC

Beth Sasfai

Partner

New York

Peter H. Werner

Partner in Charge – San Francisco

San Francisco

David Peinsipp

Partner

San Francisco

Jamie Leigh

Partner

San Francisco

Andrew D. Goldstein

Partner

Washington, DC

Scott McCall

Partner

San Diego

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2024 Berkeley Fall Forum on Corporate Governance

Event summary

Highlighted topics and themes

Watch Day 1 on Demand

Regulatory Developments in AI

The C-Suite: Interview Kristin Sverchek

Climate Governance on Corporate Boards

2024 US Presidential Election

2025 Incorporation Advice Memo

Applying AI in Deal Making and Governance

Capital Markets Crystal Ball

Book Talk: ‘The Wolves of K Street: The Secret History of How Big Money Took Over Big Government’

Watch Day 2 on Demand

Building Legal Teams in the Age of Legal Ops and Tech

Preparing for Corporate Crisis and Government Investigations

When Is It Time for Board Refreshment?

Balancing Fairness and Incentives in Executive Compensation

Navigating Shareholder Activism

Related contacts

Related events