2025 Berkeley Fall Forum on Corporate Governance

Ladi Adefala is the founder of Omega316, a cyber security services firm, with the mission of helping organizations with their cyber security consulting and talent development needs. He is a passionate cyber security professional with a broad range of expertise that spans multiple competencies including strategy, risk management, threat intelligence and artificial intelligence.

He has served in a variety of leadership roles and advises clients and executive leaders across several industry segments including Financial, Healthcare, Retail, Utilities and Government. He holds an MBA from Washington University in St. Louis and serves as an Adjunct Faculty at Webster University’s Master’s of Science – Cyber Security Program

Mr. Adefala is an engaging and dynamic speaker and is regularly invited to share his thought-leadership insights at industry conferences such as Gartner-Evanta summits, NASA Kennedy Space Center cyber tours, MIT EmTech Digital LATAM conference as well as international corporate events in Sydney, Germany and a host of other cities. He has been featured by several media outlets including US Federal Times, KMOX NewsRadio, CSO online and contributes as a guest speaker on the podcast HACKED – Unlocking the code to success

Mr. Adefala serves on the board of Delta Dental Missouri, a leading dental benefits provider where he offers his contributions to the audit and compensation committees. He is also a member of the National Association of Corporate Directors – NACD

Jon’s practice focuses on corporate, securities, governance and related matters for many of the world’s most disruptive technology companies. For 25+ years, Jon has represented a variety of private and public companies on general corporate and transactional matters valued in the billions of dollars – including numerous high-profile initial public offerings (IPOs), venture capital financings, and mergers and acquisitions.

Jon spends a considerable amount of time helping late-stage private companies prepare for their IPO. This includes scaling their corporate governance infrastructure, formulating the key metrics for measuring operational performance and advising on multiclass capitalization structures. By developing a deep understanding of our clients’ businesses on a cross-functional basis, Jon is able to deliver bespoke advice on matters that span an increasingly complicated corporate landscape, making him a trusted adviser to boards and entrepreneurs alike.

Jon is passionate about client service and ensuring that Cooley’s clients receive skilled advice in a timely manner from both the corporate team and Cooley’s deep bench of subject matter practitioners across the platform.

Jon joined Cooley in 2017. From 2007 to 2017, he was a corporate partner in the Palo Alto office of another multinational law firm, after joining the firm as an associate in 1998.

Jon’s select IPO work includes advising:

• Rubrik
• Instacart
• Freshworks
• Confluent
• Procore
• Unity
• Snowflake
• CrowdStrike*
• Fastly
• Zoom
• MuleSoft
• Sunrun
• MINDBODY
• Box
• FireEye
• Palo Alto Networks
• Splunk
• LinkedIn
• Fortinet
• Aruba Networks
• Google
  * Indicates underwriter representation

Select speaking engagements:

Speaker, The L Suite’s 2024 IPO Conference, San Francisco, California, October 2024 Speaker, “Inside Rubrik: A Legal Teardown and Analysis of the IPO,” TechGC webinar, June 2024 Moderator, “Client Spotlight: Instacart,” Cooley Market Talks series, December 2023.

Mark Baudler is a partner at Wilson Sonsini Goodrich & Rosati and a previous member of the firm’s board of directors. With more than 25 years of running a leading practice in corporate and securities law, he is among the most experienced and in-demand advisors to founders, CEOs, CFOs, CLOs, boards, and special committees on all forms of corporate matters and transactions across a broad range of technology and emerging sectors.

Mark’s practice focuses on the representation of technology and growth companies at all stages of their development, from seed-stage start-ups and early-stage public companies to mature public companies.

He regularly advises public and private companies and their management on a broad range of corporate matters, including corporate governance responsibilities, equity incentive plans and arrangements, employment matters, intellectual property issues, regulatory compliance, and commercial transactions. In addition, he frequently counsels entrepreneurs on company formation, equity structures, and negotiations with seed and venture capital investors. He also advises venture capital firms, corporate strategic groups, and other institutions investing in technology companies.

As one of the country’s most active deal lawyers, his experience includes structuring, managing, and negotiating venture financings, strategic alliances, M&A transactions, public equity offerings, private placement equity and debt transactions, joint ventures, spin-outs, recapitalizations, and other corporate reorganizations.

Mark’s clients include companies across a diverse range of industries, including artificial intelligence and machine learning, autonomous vehicles, aviation, big data, cleantech and climate solutions, data storage, digital health and wellness, digital media and entertainment, electronic gaming, fintech, robotics, semiconductors, software and SaaS, space, and web3, among other emerging and disruptive technologies.

Laura A. Clayton McDonnell is the President of the Corporates business segment at Thomson Reuters, focused on customer and cultural transformation, driving positive results, growing market share, and developing high performance teams. She has extensive sales management and legal experience and has held executive-level positions at leading companies in the high technology industry including ServiceNow; Microsoft; Aspect Software; IBM; Rational Software; and various senior sales and legal roles at Sun Microsystems, Cisco and Apple. Prior to making the jump to corporate America, Laura was in private corporate and securities law practice.

Laura has been honored many times for her work including as the 2022 Top 100 Global Sales Leader, sponsored by The Modern Sale and Collective[i]; and as a recipient of the 2008 YWCA Silicon Valley Tribute to Women Award. She is an avid champion of women and is a a member of the Advisory Council of the Center for Equity, Gender and Leadership, University of California at Berkeley and is a member of the Women’s Forum of New York. Laura sits on many boards including as a Board Member at Zuora, Inc. (NYSE: ZUO), the leading cloud-based subscription management platform provider; a Board Member of the private company board of Signal AI, the leading external intelligence company.

Laura received a Bachelor of Science degree “with distinction” from San Jose State University, and a JD-MBA joint degree, from the University of California, at Berkeley. Laura is licensed to practice law in the District of Columbia and the State of California.

Matthew Cowcher is the Deputy General Counsel of TPG Capital and has been with TPG since 2023.

Prior to joining TPG, Matthew was a counsel in the Mergers & Acquisitions team at Davis Polk in New York, where he led deal teams in mergers and acquisitions, private equity transactions, joint ventures, collaborations and other corporate partnering transactions, restructurings and spinoffs. Matthew started his career at King & Wood Mallesons in Australia.

Matthew has a Bachelor of Laws and Bachelor of Commerce from the University of Western Australia.

The Honorable Bonnie W. David was sworn in as Vice Chancellor of the Court of Chancery on January 7, 2025, after having served as a Magistrate in Chancery since January 2023. Before joining the Court, Vice Chancellor David was a Counsel in the litigation department of Skadden, Arps, Slate, Meagher & Flom LLP, where she litigated before the Court of Chancery with a focus on deal litigation, corporate statutory proceedings, and contract disputes, and advised on corporate governance and transactions.

Vice Chancellor David graduated cum laude from the University of Pennsylvania Law School in 2013, where she served as Senior Editor on the University of Pennsylvania Law Review. She received her B.A. from Boston University, graduating summa cum laude. Immediately after law school, Vice Chancellor David clerked in the Court of Chancery for Vice Chancellor Sam Glasscock III.

Alan, co-head of our Northern California office, has extensive experience in corporate finance, M&A and general corporate advice representing acquirers, target companies and private equity firms.

He advises clients on a broad range of public and private equity, debt and convertible financings, including more than 60 IPOs since 2015. He represents U.S. and non-U.S. issuers and underwriters in industries including technology, life sciences, retail and consumer products.

Law360 named Alan a “Capital Markets MVP” in 2019 and a “Technology MVP” three times, most recently in 2022. Chambers USA ranks Alan in each of capital markets, convertible securities and M&A.

Alan provides general corporate advice to clients including Accuray, Acutus Medical, Arcade Beauty, AssetMark, Credo Semiconductor, CrowdStrike, Equinix, GoDaddy, Ingram Micro, Kittyhawk, McKesson, Mirion, Penumbra, PLAYSTUDIOS, Premiere Medical, QuinStreet, UltraClean and Xponential Fitness.

Professor Gadinis’ research examines questions in corporate law and financial regulation, both domestic and international. He is particularly interested in the interplay between companies and regulators, exploring the institutional framework for law enforcement, compliance, and risk management. In the last few years, he has focused on sustainability and social issues as an attempt to expand the scope of corporate governance. In Corporate Law and Social Risk (co- authored with Amelia Miazad) (2020 Vanderbilt Law Review), the focus is on stakeholder outreach as a governance system seeking to identify and address social risks for the business. In a follow-up article, A Test of Stakeholder Capitalism (co-authored with Amelia Miazad), they explore how corporations relied on feedback from stakeholders to address the implications of the Covid pandemic. His article The Hidden Power of Compliance (co-authored with Amelia Miazad) (2019 Minnesota Law Review) explores how extensive internal reporting within companies impacts the liability of board members. In Collaborative Gatekeepers (co-authored with Colby Mangels) (2016 Washington & Lee Law Review) he explores anti-money laundering law as a model of pro-active misconduct reporting. Gadinis’ work has also traced the spread of financial standards around the world, showing how private, regulator, or government supports leads to distinct results (Three Pathways to Global Standards, 2015 American Journal of International Law). Gadinis has argued that systemic risk reforms introduced after the 2008 financial crisis has resulted in increasing the role of political appointees over independent regulators in the oversight of the financial system (2012 California Law Review).

Before entering into academia, Gadinis practiced corporate law for four years in Europe. Gadinis completed his S.J.D. at Harvard in May 2010. He also holds an LL.M. degree from the University of Cambridge (UK), and a law degree from Aristotle University, Greece.

John Galloway is a principal at Vanguard and the head of the firm’s global investment stewardship program. On behalf of Vanguard’s internally managed equity funds, Vanguard’s Investment Stewardship team advocates for corporate governance practices associated with shareholder value creation, engages with portfolio companies to understand their governance practices, and votes on proxies.

Before he joined Vanguard in 2017, John’s career spanned the private and public sectors, with experience in corporate governance, change management, and regulatory and legislative policy. Prior to joining Vanguard, John served in senior roles within the White House, including as a special assistant to the president as part of the National Economic Council. Earlier in his career, he served as president of Atlantic Media and held senior executive positions with the then-publicly traded Advisory Board Company.

Susanne leads Cooley’s bipartisan congressional investigations practice. A former federal prosecutor and one of the nation’s leaders in congressional investigations, her practice focuses on helping clients navigate high-stakes, complex investigations that potentially involve multiple federal and state agencies, Congress, and regulatory authorities, as well as significant reputational concerns.

Susanne’s record of leading hundreds of congressional investigations from inside the government gives her a leading edge in assisting clients with congressional investigations, other government and regulatory investigations, internal investigations, and crisis management.

She provides sage counsel and advice in support of and during matters before Congress. Her experience is broad, having assisted clients in front of investigatory committees and in responding to individual member requests in the House and Senate. She also has prepared numerous company executives for public testimony in inquiries around the globe.

As one client has explained: “She is a true expert in Congressional oversight. Her matchless experience in the subject matter and personal touch makes her an invaluable member of any team.” Another client described Susanne as “a consummate professional and my first call for any matter pending before Congress.”

She is sought after for her insights, strategy, preparation and demonstrated success handling the most politically sensitive issues before government.

Susanne’s recent representations include advising:

• A global Fortune 500 company in connection with an investigation by the Senate Permanent Subcommittee on Investigations, including preparing senior executives to testify at a public hearing
• A national insurance company in an investigation demanding sensitive data before the Senate Committee on the Budget
• A crowdfunding platform in connection with a request for documents from the House Judiciary Committee
• A former university president in preparing to testify publicly before the House Education & Workforce Committee related to the committee’s examination of antisemitism on campus
• A local public media organization in preparing to testify publicly before the House Oversight and Government Reform Committee
• A global advisory firm in connection with a subpoena for documents from the Senate Permanent Subcommittee on Investigations, as well as preparing a senior executive to testify in a public hearing
• A multinational Fortune 500 company’s executives in preparation to testify in hearings before
  parliamentary committees in Australia, the UK and Canada*
• An international bank in connection with a request for documents and information from the Senate Committee on Finance*
• A global aerospace and defense company in connection with a request for documents and information from the House Committee on Transportation and Infrastructure*
• A senior executive from a Fortune 100 company in preparation for public testimony before the Senate Committee on Homeland Security & Governmental Affairs*
• The former president of the National School Boards Association in a transcribed interview before the House Judiciary Committee*
• A union before the House Oversight and Accountability Committee’s Select Subcommittee on the Coronavirus Pandemic in an investigation of Centers for Disease Control and Prevention (CDC) school reopening guidance*
• Witnesses in preparing for public testimony before the House Judiciary Committee’s Select Subcommittee on the Weaponization of the Federal Government and the House Administration Committee*
• A subcontractor in connection with a request for information from the Senate Permanent Subcommittee on Investigations related to two federal government contracts*
• A media company in connection with responding to a document request from the Office of Congressional Ethics*
• Presidential nominees in preparation for confirmation hearings
• Conducting a comprehensive external review of gender equity issues at the NCAA, focusing on NCAA championships and resulting in two publicly available reports*
  * Representation handled before joining Cooley

A former federal prosecutor and Capitol Hill veteran, Susanne has served in numerous roles in government, garnering a stellar reputation and earning awards, accolades and recognition for her distinguished career.

Her prior work included serving as the deputy staff director and chief counsel for then-Chairwoman Carolyn Maloney and her predecessor Chairman Elijah E. Cummings, overseeing a team of 70+ attorneys, investigators, and communications and support staff on hundreds of fast-paced, high-volume and high-profile investigations involving the government, private industry and individuals. Maloney described Susanne as “a superb attorney with exceptional political judgment.”

Susanne initially joined the Committee on Oversight and Government Reform – the principal investigative committee of the US House of Representatives – as counsel under Chairman Henry A. Waxman. She quickly advanced into senior leadership, where she supervised and conducted hundreds of congressional hearings and investigations on a wide variety of matters and led the committee’s investigative staff from 2011 to 2021.

Susanne began her career as a trial attorney in the Tax Division of the Department of Justice, where she was a member of the Attorney General’s Honors Program and was awarded a 2005 Tax Division Outstanding Attorney Award and a 2006 Tax Division Special Act or Service Award.

From 2008 to 2010, Susanne served in a number of roles at the Internal Revenue Service, including as attorney adviser to the deputy commissioner for services and enforcement and as senior counsel to the chief of criminal investigation.

In 2010, Susanne was detailed to the White House, where she served as deputy associate counsel in the Office of Presidential Personnel, vetting presidential appointments and nominations and providing advice on tax compliance and other legal matters.
Susanne teaches Congressional Investigations at the Georgetown University Law Center. She also is a frequent speaker on matters related to congressional oversight and investigations, and she has been an invited speaker at events organized by the American Bar Association, the New York City Bar Association, the University of Pittsburgh Institute of Politics, and the Dick Thornburgh Forum for Law and Public Policy.

David Ko is the CEO and serves on the Board of Directors of Calm, the #1 app for sleep, meditation and mindfulness. Before founding his own company, which was acquired by Calm, David spent over a decade as a leading healthcare executive. He is the #1 Amazon bestselling author of Recharge: Boosting Your Mental Battery One Conversation at a Time, and has been featured in TIME’s Leadership Brief, named a LinkedIn “Top Voice” and one of RockHealth’s “Top 50 Leaders in Digital Health.” David was also the COO at Zynga, which he helped take public in December 2011. Prior to his work at Zynga, he spent 10 years at Yahoo! and currently serves on various boards at his alma mater, New York University Stern School of Business.

Jamie is the chair of Cooley’s global mergers and acquisitions group. Her representative tech clients include Zoom, Uber, Datadog, Twilio, Fastly, Sunrun, Netflix, Dropbox, Automattic, Levi Strauss & Co., Procore, Tableau, Ellie Mae, Looker, Chegg and MINDBODY. Jamie’s representative life sciences clients include Medivation, Arena Pharmaceuticals, RayzeBio, Carmot Therapeutics, Five Prime Therapeutics, Kite Pharma, Portola Pharmaceuticals, Principia Biopharma, Forty Seven and Abaxis. Her representative investment banking clients include Qatalyst Partners, Morgan Stanley and Centerview Partners.

The strength of Jamie’s practice is in its high-profile variety – a curated mix of cutting-edge public, private, buy-side, sell-side and multi-industry clients. She also regularly counsels takeover and activist defense engagements, proxy contests, joint ventures, strategic equity investments, and founder and management teams. Jamie enjoys her regular advisory role with boards of directors and special committees regarding corporate governance and strategic matters.

Jamie’s representative M&A transactions include:

Technology

• Zoom in its:
  • Announced and then terminated agreement to acquire Five9 in an all-stock transaction valued at approximately $14.7 billion
  • Acquisition of Solvvy
  • Acquisition of Keybase
• Grindr’s combination with special purpose acquisition company (SPAC) Tiga Acquisition for $2.1 billion Tableau’s sale to Salesforce for $15.7 billion
• Sunrun’s acquisition of Vivint Solar in a stock deal valued at $3.2 billion
• Cornerstone OnDemand’s sale to Clearlake Capital for an enterprise value of approximately $5.2 billion Ellie Mae’s sale to Thoma Bravo for $3.7 billion
• AuditBoard’s agreement to sell to Hg for more than $3 billion
• MINDBODY’s sale to Vista Equity Partners for $1.9 billion
• Uber in its acquisition of multiple undisclosed targets, as well as its:
  • Acquisition of Drizly for approximately $1.1 billion
  • Acquisition of JUMP Bikes
  • Acquisition of Otto
• Everbridge’s sale to Thoma Bravo for $1.8 billion
• Chegg’s acquisition of Busuu for $436 million
• Netflix’s acquisition of Boss Fight Entertainment
• Dropbox in its:
  • Acquisition of DocSend for $165 million
  • Acquisition of Hypertools (dba CommandE)
  • Acquisition of Hellosign for $230 million
• Fastly’s acquisition of Signal Sciences for approximately $775 million
• Looker’s sale to Google for $2.6 billion
• Automattic, the parent company of online publishing platform WordPress, on its acquisition of Tumblr from Verizon
• Workday’s acquisition of Scout RFP for approximately $540 million
• Clarabridge’s sale to Qualtrics for $1.125 billion
• Hootsuite’s acquisition of Talkwalker
• Accel in connection with Squarespace’s take-private sale to Permira for $6.9 billion Healthcare and life sciences
• Medivation’s sale to Pfizer for approximately $14 billion
• Arena Pharmaceuticals’ sale to Pfizer for $6.7 billion
• Forty Seven’s sale to Gilead for $4.9 billion
• RayzeBio’s agreement to sell to Bristol-Myers Squibb for $4.1 billion
• Principia Biopharma’s sale to Sanofi for $3.7 billion
• Carmot Therapeutics’ agreement to sell to Roche for up to $3.1 billion (including milestones) Five Prime Therapeutics’ sale to Amgen for $1.9 billion
• ProfoundBio’s sale to Genmab
• Portola Pharmaceuticals’ sale to Alexion Pharmaceuticals for $1.41 billion
• Dova Pharmaceuticals’ sale to Swedish Orphan Biovitrum AB (Sobi) for approximately $915 million Adamas Pharmaceuticals’ sale to Supernus Pharmaceuticals for $450 million
  Abaxis’ sale to Zoetis for approximately $2 billion

Consumer and retail

• IAA’s sale to Ritchie Bros. in a $7.3 billion cross-border stock and cash transaction and related shareholder activism defense matters, including IAA’s cooperation agreement with Ancora Advisors and Ritchie Bros.’ concurrent $500 million investment from Starboard Value
• MIRROR’s sale to lululemon athletica for $500 million
• Levi Strauss & Co. in its acquisition of Beyond Yoga
• BowX Acquisition Corp.’s combination with WeWork
• Function of Beauty’s sale to L Catterton for $150 million
• Lucasfilm’s sale to Walt Disney Co. in a cross-border transaction worth $4.25 billion in cash and stock
• Peet’s Coffee & Tea’s acquisition of Mighty Tea Leaf

Financial advisory

• Morgan Stanley as financial adviser to:
  • UserTesting in its sale to Thoma Bravo and Sunstone Partners for $1.3 billion in cash
  • Okta in its acquisition of Auth0 for $6.5 billion
  • Intuit in its acquisition of Mailchimp for $12 billion
  • Plantronics in its sale to HP for $3.3 billion
  • SailPoint in its sale to Thoma Bravo for $6.9 billion
  • Entegris in its sale to CMC Materials for $6.5 billion
• Qatalyst Partners as financial adviser to:
  • Splunk in its agreement to sell to Cisco for $26 billion
  • Cvent in its sale to Blackstone for $4.6 billion
  • Inphi in its sale to Marvell Technology Group for $10 billion
  • Fitbit in its sale to Google for $2.1 billion
  • Verifone in its sale to Francisco Partners for $3.4 billion
  • Imperva in its sale to Thoma Bravo for $2.1 billion
  • Apptio in its sale to Vista Equity Partners for $1.9 billion
  • Cavium in its sale to Marvell Technology Group for $6 billion
  • Vonage in its sale to Ericsson for $6.2 billion
• Centerview Partners as financial adviser to Sovos Brands in its agreement to sell to Cambell Soup Company for $2.7 billion

Recent accolades for Jamie and Cooley’s mergers and acquisitions group include:

• Chambers USA: Corporate/M&A – California: San Francisco, Silicon Valley & Surrounds (2021 – 2025) The Legal 500 US: Leading Lawyer in M&A: Large Deals ($1bn+) (2024 – 2025)
• The Legal 500 US: Shareholder Activism (2025)
• The Legal 500 US: M&A/corporate and commercial – M&A: middle-market (2016 – 2023) The Deal: Top Women in Dealmaking (2022)
• The Recorder: Women Leaders in Tech Law (2017, 2022)
• The Recorder: Tech Deal Firm of the Year (2019)
• The Deal: Dealmaker of the Year finalist (2019)
• The Deal: Women in M&A – The Powerhouse 20 (2018)
• The Recorder: Trusted Adviser(2017)
• National Law Journal: M&A/Antitrust Trailblazer (2016)

Brian Levey is a business-first legal executive with over 25 years of experience building and scaling technology companies. Most recently, he served as Chief Business Affairs and Legal Officer at Upwork, where over his 12-year tenure he built the legal, policy, and compliance organization from a single attorney to 75+ professionals and helped guide the company’s transformation from startup to publicly traded industry leader shaping the future of work in the AI era (revenues growing ~20x to $770M, with $4B in gross services volume in 2024). He also served as the company’s Chief Financial Officer from 2015 to 2017.

Levey brings extensive board governance experience, having participated in and led board and committee meetings for publicly traded companies for over 15 years. At Upwork, he played key roles in the company’s 2018 IPO, led strategic crisis management efforts including stockholder activism defense, and developed the legal strategy for AI governance initiatives. Previously, he spent 13 years at eBay/PayPal, joining as the company’s first dedicated corporate in-house attorney in 2000 and helping scale operations from 900 employees and $400M revenue to 30,000+ employees and $16B revenue, while directing legal execution of 75+ strategic transactions worth $15B+ and overseeing the legal department’s operating budget.

Named one of the Financial Times’ Top 20 General Counsel globally (2017), Levey has led award-winning legal teams recognized by the Financial Times, Law.com, and American Legal Technology Awards. He holds an A.B. in Economics with Honors and Distinction from Stanford University and a J.D. from Stanford Law School, where he was a member of Stanford Law Review.

Levey currently serves as a senior advisor to Upwork while exploring his next chapter in building something great and lasting (again).

The Honorable Kathaleen S. McCormick was sworn in as Chancellor of the Court of Chancery on May 6, 2021. Chancellor McCormick first joined the court as Vice Chancellor on November 1, 2018. Prior to joining the Court, Chancellor McCormick was a partner in the Delaware law firm Young Conaway Stargatt & Taylor, LLP, where she focused her practice on litigating internal governance and corporate disputes, primarily in the Court of Chancery. Before entering private practice, Chancellor McCormick was a staff attorney with the Community Legal Aid Society, Inc.

Chancellor McCormick received her undergraduate degree from Harvard and her law degree from Notre Dame Law School. She is a Delaware native and a graduate of Smyrna High.

Sonia is chair of Cooley’s global life sciences and healthcare regulatory practice group. She has deep experience in matters involving the US Food and Drug Administration (FDA). Sonia has been recognized in Chambers and The Legal 500, and was shortlisted for the LMG Life Sciences Regulatory Attorney of the Year (Medical Devices) in 2022, 2023 and 2024. Sonia draws on her nearly 12-year career at the FDA’s Office of the Chief Counsel, where she served as a litigation and enforcement attorney, to help clients with litigation, investigations, regulatory counseling, and transactional matters involving the laws and regulations enforced by the FDA.

Sonia’s litigation practice includes agency-facing litigation under the Administrative Procedure Act (APA). She has served as lead counsel on several FDA APA cases, including one of the first complaints filed against the agency after the US Supreme Court’s landmark ruling in Loper Bright, challenging the agency’s award of market exclusivity. In addition to administrative litigation, Sonia’s practice also includes conducting internal investigations and representing clients in criminal matters involving the FDA and FDA-regulated products.

Sonia’s counseling practice includes advising clients on FDA regulatory compliance matters across the full product life cycle. She works with early-stage companies to develop go-to-market strategies, working hand in-hand with business leaders to ensure the chosen regulatory pathways align with overall business strategy, including plans for developing and protecting intellectual property. Sonia helps clinical stage companies navigate marketing exclusivities and routinely represents companies at pre-submission meetings with the FDA.

Sonia helps commercial-stage companies prepare for and respond to FDA inspections, including drafting responses to FDA Forms 483. She also supports clients in responding to Warning Letters and other letters of regulatory significance. In addition, she assists FDA-regulated entities with product launches, including by reviewing third-party agreements, along with labeling, advertising and promotional materials for compliance with the Federal Food, Drug, and Cosmetic Act and FDA regulations. Sonia has experience working across all FDA-regulated product areas, with a particular emphasis on the biotech and medtech industries – though she also works closely with food, dietary supplement and cosmetic companies.

The transactional side to Sonia’s practice involves advising investors, underwriters, and public and private businesses in buy-side and sell-side transactions, as well as in financings involving FDA-regulated products.

During her FDA tenure, Sonia gained subject matter experience across the gamut of FDA-regulated products – including prescription and over-the-counter drugs, medical devices, biologics, foods, cosmetics, dietary supplements and animal drugs. She negotiated dozens of civil consent decrees for the government, defended the FDA in lawsuits brought under the APA and the Freedom of Information Act, and handled False Claims Act litigation for the agency. Sonia also handled criminal investigations and prosecutions involving FDA-regulated products in her appointed role as a special assistant United States attorney (SAUSA) with the US Attorney’s Office for the Central District of California. She received numerous accolades for her government service – including the FDA’s Award of Merit (the agency’s highest recognition), the FDA Commissioner’s Award and the Department of Justice’s John Marshall Award (the DOJ’s highest award offered to attorneys).

Sonia began her legal career as a law clerk to Judge Roger W. Titus of the US District Court for the District of Maryland and worked at a large international law firm as a healthcare associate for several years before joining the FDA. Before attending law school, Sonia was a management consultant for PwC and IBM, where she developed and implemented solutions for complex business problems.

Select speaking engagements and publications:

• Speaker, “When FDA Lets You Off the Hook: The Use, Implications, and Limitations of Enforcement Discretion,” Food and Drug Law Institute (FDLI) Enforcement, Litigation, and Compliance Conference: For the Drug, Device, Food, and Tobacco Industries, December 2024
• Speaker, “Fireside Chat: Regulatory Insider Perspective,” 14th Annual Cooley Healthtech Conference, April 2024
• Speaker, “Tackling Regulation & Legislation to Shape Consumer Perception,” Future Food-Tech Summit, March 2024
• Speaker, “FDA 101: A Guide to Agency Structure, Jurisdiction, Regulation, and Applicable Laws,” American Conference Institute’s 42nd FDA Boot Camp, March 2024
• Speaker, “Digital Health Regulatory Roundup: What is Coming in 2024,” Cooley Capital Call at Digital Healthcare Innovation Summit West, February 2024
• Speaker, “The New Era of Clinical Decision Support Software: Risks and Unknowns,” FDLI Current Developments in Digital Health Technology and Regulation Conference, February 2024
• Speaker, “Navigating Emerging Enforcement Trends in Digital Health,” FDLI Enforcement, Litigation, and Compliance Conference: For the Drug, Device, Food, and Tobacco Industries, December 2023
• Speaker, “Orphan Drug Exclusivity: A Review of Key Case Law and Themes in FDA’s Interpretation of ODD and ODE,” 2023 Food and Drug Law Journal Symposium – Regulating on Shifting Sands: Analyzing the Impact of Recent and Upcoming Federal Court Decisions on FDA’s Authority, November 2023
• Speaker, “AI and Medical Devices: Liability and Opportunity,” International Bar Association Annual Conference, November 2023
• Speaker, “FDA Regulation for Early-Stage Biotech Companies,” Harvard Life Lab, May 2023
• Speaker, “FDA Regulatory Update: Key Changes in 2023,” 13th Annual Cooley Healthtech Conference, May 2023
• Speaker, “The Evolution of Novel Foods: Redefining Your Space for Regulatory Success,” Future Food Tech Summit, March 2023
• Contributor, “Overview of FDA Food Recalls” and “FDA’s Approach to Medical Device Recalls in the US,” Sedgwick, March 2023
• Moderator, “DOJ, FDA, and Compliance in Criminal Violations of the FDCA,” FDLI Enforcement, Litigation, and Compliance Conference, December 2022
• Speaker, “Parallel Enforcement: SEC Authorities and How They Can Impact FDA’s Civil and Criminal Enforcement,” FDLI Symposium on the Interconnected Regulatory Landscape: Exploring FDA’s Relationship With Other Domestic Regulators, November 2022
• Panelist, “Regulatory Compliance in Advertising Digital Health Software,” FDLI Advertising & Promotion for Medical Products Conference, October 2022
• Speaker, “FDA and Fraud and Abuse: Navigating Key Regulatory & Compliance Issues for IIS,” 2022 USA Medical Device IIS Conference, July 2022
• Panelist, “Software as a Medical Device (SaMD): FDA’s Recent Guidance Document and Other Developments,” FDLI Annual Conference, June 2022
• Panelist, “Legislative Update for Life Sciences Companies,” 2022 National Association of Bioscience Financial Officers Conference, June 2022
• Panelist, “Delivering Guilt-Free, Indulgent Comfort Foods and Snacks,” Future Food-Tech Summit, March 2022
• Speaker, “What’s Going On in Washington? Legislative and Enforcement Updates in the Healthcare and Life Sciences Industry,” Cooley Life Sciences and Healthcare Innovation Program webinar series, January 2022
• Contributor, “3 things you need to know about the FDA’s new software as a medical device (SaMD) guidance,” BrightInsight Digital Health Blog, January 2022
  Speaker, “The Aftermath of AMG: The Future of FTC Actions and Impact on FDA Enforcement,” FDLI Enforcement Conference, December 2021

Jonathan Neman is Co-Founder & CEO of Sweetgreen, the mission driven restaurant brand that serves healthy food at scale. Jonathan and his co-founders started Sweetgreen in 2007, opening their first location in Georgetown, DC, just three months out of college. Their vision is to be as ubiquitous as traditional fast-food, but far more transparent and honest.

Jonathan has been recognized as a key innovator in food and business, named to Fast Company’s “50 Most Innovative Companies”, Inc’s “30 Under 30”, Forbes’ “30 Under 30”, Food & Wine’s “40 Big Food Thinkers 40 and Under,” and the 2020 Nation’s Restaurant News NRN Power List among other accolades. Sweetgreen was named one of Fast Company’s Most Innovative Companies in 2019 and 2020, won the 2020 and 2021 Webby Award for Food & Drink in the category Apps, Mobile & Voice and recognized as a Top 100 Most Loved Workplace by Newsweek in collaboration with Best Practice Institute.

Born and raised in Los Angeles, CA,  Jonathan graduated from Georgetown University’s McDonough School of Business, where he met fellow sweetgreen Co-Founders, Nathaniel Ru and Nicolas Jammet. He lives in Los Angeles with his wife, Leora, son Nes, and daughter Theodora.

Professor of Law, University of California, Berkeley Frank Partnoy is the Adrian A. Kragen Professor Law at the UC Berkeley School of Law and Affiliated Faculty at the Berkeley Haas School of Business and the Simons Institute for the Theory of Computing. He has written several books, dozens of scholarly articles, and more than fifty opinion pieces in The New York Times and the Financial Times. Partnoy has appeared on 60 Minutes and The Daily Show with Jon Stewart, and has testified before both houses of Congress. He has been an international research fellow at Oxford since 2010, and is a graduate of Yale Law School.

Angeli Patel is the Executive Director of the Berkeley Center for Law and Business, where she focuses on advancing corporate strategy, governance, and innovation in a rapidly evolving global landscape. She is deeply engaged in UC Berkeley’s innovation ecosystem, serving on the Innovation & Entrepreneurship Council and the Advisory Board of the Open Innovation Squad at Berkeley Haas School of Business.

As a practicing attorney, Angeli advises on AI and sustainability governance and corporate strategy. She began her legal career at Jones Day in the M&A practice and later joined the Sustainability & ESG Advisory Practice at Paul, Weiss, Rifkind, Wharton & Garrison LLP, advising clients on governance strategies to address climate and social risks.

Prior to her legal career, Angeli advised global governments and NGOs, including White House Office of Management and Budget under the Obama Administration focusing on government digitization and management reform; a policy advisor at the U.S. Department of Health and Human Services, addressing consumer privacy. She also advised the UN Global Compact Network Australia on anti-corruption and business & human rights; as well as at the Government of Chile, Ministry of Finance on the country’s first government modernization initiatives.
As startup advisor and entrepreneur herself, Angeli is passionate about scaling businesses that align growth with social & political ecosystems. She launched an e-commerce business for women of color in 2021 and advises the Leadership & Development startup, Mandala.

Angeli holds a JD from Berkeley Law.

Philip L. Rothenberg is the Chief Legal Officer of Tensor Auto Inc., an autonomous vehicle company in San Jose, California. He has extensive experience as a general counsel and legal leader for innovative companies.

Previously, he served as General Counsel of Univers, an international software company focused on decarbonization, and Sonder, a technology-enabled hospitality company. At Sonder, he led the legal efforts for a corporate inversion, two private placement funding rounds, and a SPAC merger that resulted in the company’s Nasdaq listing.

Before Sonder, Mr. Rothenberg was Vice President, Legal at Tesla, Inc. Over 7.5 years, he helped grow the legal team from 5 to 100 professionals. He also played a key role in the company’s expansion into China, led legal efforts for over $10 billion in securities offerings, and managed legal aspects of the $2.6 billion acquisition of SolarCity.

Mr. Rothenberg also worked in the public sector as an Attorney-Advisor for the U.S. Securities and Exchange Commission (SEC), where he reviewed various public filings for domestic and foreign corporations. While at the SEC, he also taught at Georgetown Law, where he co-created and taught two law courses in the Securities and Financial Regulation program: “Initial Public Offerings” and “Rethinking Securities Regulations and the Role of the SEC.”

Mr. Rothenberg earned a B.A. in Economics and Foreign Affairs from the University of Virginia, a Masters in International Business Studies from the University of South Carolina, and a J.D. from Georgetown Law.

Christina is the partner in charge and one of the founding partners of Cooley’s Chicago office. A seasoned corporate and securities lawyer with more than 15 years of experience, she focuses on capital markets, representing issuers and investment banks in public and private offerings of equity and debt securities, as well as advising public companies on disclosure, governance and compliance matters.

Christina has extensive industry knowledge of the technology, life sciences, and retail and consumer products sectors, among others. She is passionate about helping her clients achieve their strategic and financial goals while providing them with practical and tailored solutions.

Christina is a recognized leader in her field, having been named to the Chicago Daily Law Bulletin’s 40 Under Forty, Law Bulletin Media’s Women in Law: Leaders Leaning In, and Crain’s Chicago Business’ Notable Women in Law lists. She is also a regular speaker on securities law topics and serves as vice chair of the Ray Garrett Jr. Corporate and Securities Law Institute at Northwestern Pritzker School of Law. Additionally, Christina serves on the advisory board for Big Careers Little Kids, a 501(c)(3) nonprofit organization with a mission to connect Chicagoland’s most accomplished women professionals in the fields of law, finance and business to empower them throughout their professional and parental journeys.

Christina’s representative transactions include advising:

• Tempus AI in its $600 million acquisition of Ambry Genetics
• Tempus AI in its $410.7 million initial public offering (IPO)
• PetIQ in its $1.5 billion sale to Bansk Group
• Alto Neuroscience in its $147.9 million IPO
• COUR Pharmaceuticals in its $105 million Series A financing
• Citigroup, as representatives of the underwriters, in $243 million of follow-on offerings for Vivid Seats
• Goldman Sachs, as representatives of the underwriters, in Rent the Runway’s $410.5 million IPO
• BofA Securities, as representatives of the underwriters, in DICE Therapeutics’ $234.6 million IPO Skillz in its $835 million follow-on offering*
• NETSTREIT in its $233 million private placement of common stock pursuant to Rule 144A, Regulation D and Regulation S, subsequent $255 million IPO, and $650 million in follow-on offerings
• PetIQ in its $115 million IPO and subsequent $224 million follow-on offering*
• Groupon in its $805 million IPO*
  * Pre-Cooley experience

Adam Ruttenberg focuses on technology transactions, including counseling, structuring and negotiating such deals in industries such as Artificial Intelligence (including Generative AI), cloud computing, big data, patent licensing, software, hardware, internet, new media and edtech. He has broad experience representing emerging companies and large corporate clients in technology and intellectual property matters.

Representative matters include:

• Domestic and international matters involving inbound and outbound licensing.
• Technology development, procurement and distribution agreements (software and hardware).
• Joint marketing, strategic alliances and collaboration agreements.
• Patent licenses.
• University licenses.
• Big data.
• Artificial Intelligence transactions and policies.
• Clean Energy transactions.
• Bioinformatics and health informatics transactions.
• Software and SaaS transactions.
• Cloud transactions.
• Digital media transactions.
• Data security and privacy counseling.
• Strategic counseling and dispute resolution.
• Open source counseling.
• Information technology and business process outsourcing.

His strategic counseling experience includes developing commercialization distribution and pricing strategies for companies and data acquisition and use strategies for artificial intelligence companies.

Prior to joining Cooley, Adam was the vice president of contracts and sales operations of MicroStrategy. Previously, he had been in private practice representing technology companies in information technology, hardware and biotechnology matters.

Adam has published numerous articles on business transactions, technology transfer, intellectual property and internet law, and he is a frequent speaker on these topics.

Vince Sampson focuses on helping clients predict, navigate and understand the increasingly complex involvement of federal agencies and Congress in the regulation of the education, technology, financial services, life sciences and communications industries.

Vince regularly guides clients through the legislative and regulatory processes, advising them on potential risks and developing strategies focused on informing business decisions. These strategies include building coalitions, drafting letters to policymakers and creating other informative materials. In addition, he provides insight and advice on responding to congressional inquiries and investigations from the point of initial outreach to potential hearings and testimony.

Most recently, Vince was president of the Education Finance Council, the trade association representing nonprofit and state agency student finance organizations. He served as the organization’s chief representative on Capitol Hill, with the Executive Branch, and within the higher education community, working to advance council’s goal of increasing accessibility and affordability for postsecondary education.

Prior to joining the Education Finance Council, he served as the principal deputy assistant secretary, policy planning and innovation in the US Department of Education in the Office of the Postsecondary Education. He also served in the Office of Legislative and Congressional Affairs, where he was senior counselor, with responsibility for oversight matters.

Vince joined the Department of Education in 2007 after serving as deputy chief counsel for the Committee on Resources in the US House of Representatives. Preceding his Hill experience, he worked in various capacities in the private sector, including as vice president for public affairs at the Association for Competitive Technology.

Beth is co-head of Cooley’s corporate governance and securities regulation practice and leads the firm’s ESG and sustainability advisory practice. She regularly advises boards of directors and management on a wide range of corporate governance, disclosure and regulatory compliance matters – including corporate governance policy and trends, shareholder engagement and activism, shareholder proposals and proxy season matters, and environmental, social and governance (ESG). She is a seasoned professional with a distinguished career spanning 20+ years in a Fortune 20 company, positioning her as a trusted advisor to boards and executive teams.

Beth closely monitors and advises clients on evolving best practices and on corporate governance and ESG proposals put forth by regulators around the world as well as other stakeholders, including investors and activists. She brings a wealth of experience in guiding large multinational US public companies through the complex global ESG and sustainability regulatory landscape, including reporting and disclosure controls, engaging with stakeholders, and operationalizing governance and risk management processes.

In addition to her public companies experience, Beth counsels companies of all market caps across a broad spectrum of industries, helping to integrate sustainability strategies, oversight and risk management principles into the life cycle of early-stage growth companies and pre-initial public offering companies. In advising companies on ways to integrate sustainability principles into business strategy and operations early on, she helps companies build resilience, enhance stakeholder relationships and future-proof their operations.

Before joining Cooley, Beth was Verizon’s chief ESG officer and senior vice president of corporate governance. She also served as a management liaison to Verizon’s board of directors’ corporate governance and policy committee, which was charged with overseeing sustainability, governance, public policy and reputational risk. Before joining Verizon, Beth practiced in the corporate and litigation groups of prominent New York City law firms.

Kelly counsels clients on a variety of high-profile, high-stakes issues. Her background in politics continues to shape her focus of helping her clients “win” at key decision points. Many of Kelly’s clients are in regulated industries, such as the energy, media, airline, healthcare, gaming and telecommunications sectors, where a premium is placed on the intersection of sophisticated communications with political and regulatory processes. Kelly has advised multiple companies facing Congressional inquiries, complicated regulatory reviews and contested transactions.

Kelly also served as a spokesperson for the National Endowment for the Arts under Chairwoman Jane Alexander and began her career as press secretary to Congresswoman Louise M. Slaughter (D-NY).

Kelly graduated from Georgetown University.

David is Cooley’s chief innovation officer (CINO) and is responsible for the firm’s technology strategy and business innovation in collaboration with other members of the management team. David focuses on leveraging the power of technology and innovation to develop Cooley into the great law firm of the next generation.

Before joining Cooley, David was the founding CINO at another US multinational law firm, as well as a practicing lawyer with a decade of experience representing high-growth companies and their investors globally at two US-based international law firms.

The Honorable Lori W. Will was sworn in as a Vice Chancellor of the Court of Chancery in May 2021.

She was previously a partner at Wilson Sonsini Goodrich & Rosati, P.C. and a senior associate at Skadden, Arps, Slate, Meagher & Flom LLP. She served as a law clerk to then-Vice Chancellor Leo E. Strine, Jr.

Vice Chancellor Will received her B.A. summa cum laude in both History and Government & Law from Lafayette College, her J.D. from the University of Pennsylvania Law School, and a graduate Certificate in Business and Public Policy from the Wharton School. She is a member of the American Law Institute and the American Bar Association.

Vice Chancellor Will is an Adjunct Professor of Law at NYU School of Law and at the University of Pennsylvania Law School. She is also a Lecturer at the University of Chicago Law School and a Visiting Professor at the The University of California, Berkeley, School of Law.