2025 Berkeley Spring Forum on M&A and the Boardroom

Governor Greg Abbott appointed Sofia Adrogué to be one of the inaugural judges of the Eleventh Business Court Division, effective September 1, 2024. The Eleventh Business Court Division is composed of the counties of Brazoria, Fort Bend, Galveston, Harris, Matagorda, & Wharton. A native of Argentina, Sofia is a former Senior Trial Partner with Diamond McCarthy LLP, a 10-year+ Texas Super Lawyer, Best Lawyer, & Latino Leaders “U.S. 25 Most Influential Hispanic Lawyer” & “Most Powerful Woman in Law.” She envisioned & serves as the Editor of the TEXAS BUSINESS LITIGATION treatise (5th Edition) & has published and/or spoken on over 250 occasions. She is a graduate of Harvard Business School Owner/PresidentManagement Program, an alumna of HBS (U.S. Keynote Graduation Speaker for HBS OPM 37, ostensibly the first woman, & U.S. Class Representative), & a graduate of the University of Houston Law Center,magna cum laude, & Rice University, magna cum laude, Phi Beta Kappa, both on full academic scholarships.

Having handled matters arising in Texas, across the U.S. as well as in Buenos Aires, Mexico City, Puerto Rico, among other venues, she has obtained favorable judgments and settlements on behalf of both plaintiffs and defendants in U.S. state and federal courts and in alternative dispute resolution (ADR—mediation & arbitration) proceedings. Sofia has served on THE ADVOCATE Editorial Board, the Texas Supreme Court Advisory Committee, the CLE, Mentor & Professionalism Committees of the State Bar of Texas as well as the CLE, HOUSTON LAWYER & the Professionalism Committees of the Houston BarAssociation, among others. She is a fellow of the American Bar Foundation, the Texas Bar Foundation & the Houston Bar Foundation. She has also served as a Member of the Houston First Board of Directors as well as the City of Houston Mayor’s Hispanic Advisory Board.

She has received over 40 awards, including the 2024 L.I.F.E. Mother’s Day Award; the 2023 UHLC Hispanic Law Heritage Wall of Honor recognition; the 2022 Top 30 Women in Houston Award; 2021 World Affairs Council of Greater Houston Global Leader of Influence; 2020 Comcast Hispanic Heroes Award; a Greater Houston Women’s Chamber “Hall of Fame” Inductee; a HOUSTON CHRONICLE Channel 11 “Texas Legend” & 10 “Extraordinary Latinos” (Inaugural List); National Diversity Council “Most Powerful and Influential Woman of Texas” & one of the “Top 50 Women Lawyers”; a UH Law Center Immigration Clinic Arrival Award & a Houston Jaycees “Outstanding Houstonian”; a Texas Jaycees “Outstanding Texan”; and a U.S. Jaycees “Outstanding Young American”; among others. Sofia has been recognized for her public service by the City of Houston with a proclamation of July 10, 2004 & December 18, 2018, as “Sofia Adrogué Day.”

Adam Badawi is a Professor of Law at UC Berkeley. He writes widely on issues of law and finance with an emphasis on corporate governance, corporate transactions, and shareholder litigation. Much of his recent work uses text analysis and machine learning to analyze debt agreements, merger documents, and shareholder class action complaints. At Berkeley Law, he teaches Contracts, Corporations, Mergers and Acquisitions, and seminars related to these topics.

His research includes Does Voluntary Financial Disclosure Matter? The Case of Fairness Opinions in M&A (forthcoming, The Journal of Law and Economics) (co-authored with Matthew D. Cain and Steven Davidoff Solomon), How Informative is the Text of Securities Complaints? (forthcoming, Journal of Law, Economics & Organization), Social Good and Litigation Risk (forthcoming, Harvard Business Law Review) (co-authored with Frank Partnoy); and Is There a First-Drafter Advantage in M&A?, California Law Review (2019, California Law Review) (co-authored with Elisabeth de Fontenay) (selected as one of the top 10 corporate and securities articles of 2019 by Corporate Practice Commentator).

Prior to joining the faculty of Berkeley Law in 2017, Badawi was a Professor of Law at Washington University in St. Louis. He has been a Visiting Professor at Northwestern Pritzker School of Law and he served as a Bigelow Fellow at the University of Chicago Law School. Before joining the academy he was a litigator in the San Francisco office of Munger, Tolles & Olson LLP and was a law clerk to the Hon. Michael McConnell of the Tenth Circuit Court of Appeals.

Megan Barbero served as the SEC’s General Counsel.

Dan M. Berkovitz served as the SEC’s General Counsel.

On April 23, 2021, Rob Bonta was sworn in as the 34th Attorney General of the State of California, the first person of Filipino descent to occupy the position. Attorney General Bonta’s passion for justice and fairness was instilled in him by his parents, who served on the frontlines of some of America’s most important social justice movements. It’s why he decided to become a lawyer — to help right historic wrongs and fight for people who have been harmed. He worked his way through college and graduated with honors from Yale University and attended Yale Law School. Attorney General Bonta has led statewide fights for racial, economic, and environmental justice and worked to further the rights of immigrant families, renters, and working Californians. He previously worked as a Deputy City Attorney for the City and County of San Francisco, served as an Alameda Council Member and represented Oakland, Alameda, and San Leandro as an Assemblymember.

As the People’s Attorney, he sees seeking accountability from those who abuse their power and harm others as one of the most important functions of the job. He has taken on powerful interests and advanced systemic change — pursuing corporate accountability, standing up for workers, punishing big polluters, and fighting racial injustice. Attorney General Bonta is the son of a proud native Filipino mother and a father who taught him the value of public service to his community. He is married to Mia Bonta, and they are the proud parents of three children Reina, Iliana, and Andres.

Catherine Dearlove is a director of Richards, Layton & Finger, Delaware’s largest law firm.“Responsive, business-minded, and client-focused” (Chambers USA), Catherine has appeared as lead or co-counsel in many notable cases in the Court of Chancery and the Delaware Supreme Court. She represents Delaware corporations, LLCs, limited partnerships, and their officers, directors, and managers in M&A disputes, derivative and class actions, and corporate control disputes. Catherine’s clients also rely on her advice regarding complex corporate governance and fiduciary issues, praising her “experience, judgment, and skills both in and out of the courtroom” (Chambers USA). In addition, Catherine advises special committees in internal investigations and transactional matters, has served as a party-appointed neutral arbitrator, and has testified as an expert witness on Delaware corporate law issues.

Catherine is a fellow of the American College of Governance Counsel, a member of the board of directors of the Attorneys’ Liability Assurance Society, Ltd., and a frequent panelist at professional conferences addressing issues of Delaware corporate law and governance. She earned a B.S.F.S., magna cum laude, from Georgetown University, and a J.D., with distinction, from Stanford Law School.

The Honorable Paul A. Fioravanti, Jr. was sworn in as a Vice Chancellor of the Court of Chancery on February 10, 2020. Prior to joining the Court, Vice Chancellor Fioravanti was a director at the law firm of Prickett, Jones & Elliott, P.A. in Wilmington, Delaware, where he practiced for twenty-one years, with a primary focus on corporate and commercial litigation in the Court of Chancery. While in private practice, he served on the Court of Chancery Rules Committee and the Corporation Law Council of the Corporation Law Section of the Delaware State Bar Association.

Vice Chancellor Fioravanti received a B.A. in Political Science from the University of Delaware and a J.D. from the University of Maryland School of Law, where he served as editor-in-chief of the Maryland Law Review. Upon graduating from law school, he served as a judicial clerk on the Court of Special Appeals of Maryland for the Honorable Ellen L. Hollander, who now serves on the United States District Court for the District of Maryland. Vice Chancellor Fioravanti is a Delaware native and a graduate of Salesianum School. He is a member of the American Bar Association, the Delaware State Bar Association, Richard S. Rodney Inn of Court, and the Richard K. Herrmann Technology Inn of Court.

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.

Erik Gerding is a Capital Markets partner at Freshfields, who advises clients on a broad spectrum of cutting edge issues in securities regulation, financial markets and corporate governance.

Until the end of 2024, Erik served as the Securities and Exchange Commission’s Director of the Division of Corporation Finance. During his tenure in government service, he worked on complex policy initiatives and advised senior leaders in the public sector and worked with leaders in the private sector, providing him with exceptional insights for guiding clients at all stages of growth.

Erik led the Division during a dynamic period, guiding important rulemaking on public company disclosure, governance, beneficial ownership reporting, executive compensation, conflicts of interest in securitization, climate-related disclosure, cybersecurity disclosure, SPACs, and 10b5-1 trading plans. In parallel, he led on the Division’s review of IPO and other registration statements, periodic reports, proxy statements, shareholder proposals, beneficial ownership reports, and tender offer, merger and going private filings.

Prior to his government service, Erik was a tenured law professor and in private practice. He had academic appointments at University of Colorado Law School and University of New Mexico School of Law.

As one of the SEC Enforcement Division’s longest serving and highest ranking Senior Officers, Melissa Hodgman brings extensive experience in investigations, compliance, litigation and transactional support to her role as partner in the firm’s global investigations practice in Washington, DC.

At Freshfields, Melissa’s practice focuses on white collar defense, global investigations and strategic risk. With over 15 years of experience at the SEC, she handled a wide spectrum of issues, including cases involving disclosure violations and fraud, accounting fraud, cybersecurity, crypto and digital assets, national security, insider trading, FCPA, complex financial products, market structure issues, market manipulation issues and more. Melissa has been involved in over 1,800 matters that have resulted in hundreds of civil injunctive and administrative actions.

Prior to joining the SEC, Melissa was an associate at an international law firm in their litigation and regulatory practice.

Thomas Janssens is a partner in Freshfields’ antitrust, competition and trade practice group, which up until recently he led globally for six years.

In client mandates, Thomas immerses himself in the business of his clients in order to provide innovative, tailored solutions to global antitrust issues. He advises on EU and international antitrust law, covering transactional and conduct matters as well as related litigation. Clients turn to Thomas for complex EU and international mandates, especially those requiring strategic management of cross-border challenges and parallel proceedings before multiple authorities. He brings international experience and perspective across all areas of antitrust risk and compliance in a wide range of industries, including the fast-moving digital economy. The nature of his work also involves leading teams of Freshfields lawyers and local counsel around the world.

He is a regular commentator on topics of EU antitrust law and an active member of the International Bar Association (IBA), where he recently concluded a three-year Co-Chairmanship of the Antitrust Section.

Janet Kim is a partner at Freshfields focusing on strategic risk management. Janet is a hands-on and pragmatic advisor to companies, officers, directors, and individuals navigating risk, and defends companies facing regulatory inquiries and investigations.

Janet helps companies navigate major regulatory reforms relating to digital media and content moderation, including the EU Digital Services Act (DSA) and the UK Online Safety Act (OSA). She also actively advises on clients’ engagement with international regulators and policymakers — including the United States Congress, Executive Branch agencies, the White House, the European Commission, and Ofcom. In support of these engagements, Janet conducts internal investigations and risk assessments; advises on assessing and mitigating business, governance, legal, regulatory, and reputational risk; drafts regulatory submissions; and provides practical advice in navigating regulatory inquiries.

Janet is also a seasoned and experienced congressional investigations lawyer. She provides a full range of service on defending against congressional investigations—ranging from negotiations with Committee staff and document production; internal investigations and fact discovery; witness preparation for hearings, transcribed interviews, and depositions; and subpoena management.

Janet has twice served in the White House Counsel’s Office, most recently as an Associate Counsel to President Biden, where she advised senior White House officials and Executive Branch officials on high-risk matters, including congressional oversight investigations. She served as the Chief Counsel for Investigations for the House Committee on Oversight and Reform, the principal investigative committee of the House of Representatives, where she led multiple high-profile investigations into topics related to the financial sector, environment, energy, national security, technology, the coronavirus pandemic, health care, personnel practices, ethics, and consumer products. In addition to her investigative work, Janet routinely advised Committee chairs and House leadership regarding subpoena enforcement, whistleblower protections, parallel criminal and congressional investigations, interview and deposition rules, and privilege issues.

Ethan Klingsberg, as co-head of Freshfields’ US Corporate and M&A group, has a practice that focuses on public company boards of directors, corporate law, M&A and SEC matters. He leads a spectrum of strategic projects for clients in the Bay Area, many of whom have been working continuously with Ethan for over two decades. Indeed, he co-founded the Berkeley Law Spring Forum on M&A and the Boardroom eleven years ago, and continues to curate this event, to ensure these clients receive the most up to date insights and value-additive information available. Ranked Band 1 for Corporate/M&A by both Chambers USA and Chambers Global, Ethan has received the Burton Award for Legal Achievement for writing on fiduciary duties, was named a “top 10 innovative lawyer” for North America by the Financial Times, has been elected by peers at other firms to be a Fellow of the American College of Governance Counsel, and named a “BTI Client Service All-Star” based on the survey of general counsels of the Fortune 1000, a Law360 M&A “MVP,” a “Legend” by Lawdragon, and “Dealmaker of the Year” by the American Lawyer. A regular guest on BloombergTV and CNBC to discuss M&A, governance, shareholder activism, the SEC, and board processes, his essays on corporate law topics have appeared in The Financial Times, Reuters Breaking Views, MarketWatch, The New York Law Journal, and the Harvard Law School Forum on Corporate Governance. He is grateful to the amazing teams at Berkeley and Freshfields that make this event a stand-out.

Meredith Kotler is co-head of the securities and shareholder litigation practice at Freshfields, where she specializes in high-stakes litigation, including securities, M&A, and shareholder disputes. Meredith regularly represents multi-national companies, financial institutions, and their boards and management in significant securities class actions, having secured important dismissals in both federal and state courts. As major M&A transactions and board-level controversies continue to receive scrutiny, Meredith has defended companies, their management and boards, and their financial advisors in litigation relating to dozens of transactions with a cumulative value of over $175 billion in the last seven years alone. She has played a leading role in many matters raising novel corporate governance issues, including the corporate control battle between National Amusements, Inc. and CBS Corporation, for which she was named “Litigator of the Week” by The American Lawyer.

From 1998 to 2004, Meredith served as an Assistant US Attorney in the Southern District of New York, including as Deputy Chief Appellate Attorney. Her writings on the latest developments in securities litigation have been published in the Harvard Law School Forum on Corporate Governance and other outlets. She has also been appointed to the US Court of Appeals for the Second Circuit Pro Bono Counsel list, to serve as counsel for pro se parties where the court appoints counsel in civil appeals.

Meredith has been recognized for Securities Litigation by Chambers (Band 1), Legal500 (Hall of Fame and Leading Lawyer), Benchmark Litigation (National Practice Area Star, Top 250 Women in Litigation), and Lawdragon (Leading Litigator).

Guillaume Loriot is Deputy Director-General for Mergers in the Directorate-General for Competition since 16 May 2021. From 2014-2021, he was the Director in charge of Telecom, Media and Technology competition cases (e.g. Hutchison/02, Hutchison/Wind, Google Shopping, Google Android, Pay TV, Videogames, ISU, etc). He previously served as Deputy Head of Cabinet of Vice President Joaquín Almunia, EU Commissioner for Competition Policy (2010-2014) and from 2002-2010, he held different positions in DG COMP. Before joining the Commission, Guillaume worked in a law firm on competition matters and subsequently as a referendaire with the EU General Court. He studied law in Paris II University, University College London and the College of Europe in Bruges.

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.

The Honorable Lidia S. Stiglich was appointed to the Supreme Court of Nevada by Nevada Governor Brian Sandoval in November 2016 and retained by the voters in 2018. Justice Stiglich served as Chief Justice of the Nevada Supreme  Court during the legislative session year in 2023.

Justice Stiglich Chairs the Nevada Sentencing Commission, is a member of the  Nevada Specialty Courts Commission, as well as Chairs the Commission on  Statewide Rules of Criminal Procedure. She is a member of the Washoe  County Bar Association, the Clark County Bar Association, the Northern  Nevada Women Lawyers Association, among other organizations.

Prior to her ascension to the Supreme Court, Justice Stiglich served as a district court judge in Department Eight of the Second Judicial District Court  since 2012. As the presiding judge in Department Eight, Justice Stiglich heard civil and criminal trials. In addition to the duties in Department Eight, she served as the Probate Judge for the district and was also the co-founder and presiding judge of the Youth Offender Drug Court. This specialty court was designed for the young adult population (ages 18 to 24) who are drug users, as an alternate sentencing/rehabilitation program.

Prior to Bench 

Justice Stiglich’s vast experience includes significant federal and state criminal and civil matters, as well as administrative law. Prior to joining the bench,  Justice Stiglich was the founder and managing partner of Stiglich & Hinckley,  LLP. Justice Stiglich is admitted to practice law in Nevada and California.

Education 

Justice Stiglich graduated from the University of California, Berkeley with a Bachelor of Science in Business Administration, emphasis in Finance. While attending UC Berkeley, she was a member of the intercollegiate softball team.  Justice Stiglich received her Juris Doctorate from UC Law San Francisco.

Community Activities 

In addition to her professional affiliations, Justice Stiglich participates in several community organizations. She is a member of the Reno Sunrise  Rotary, and serves as a board member for Friends of Nevada Mansion.

Justice Stiglich has served as an adjunct law professor at the John F. Kennedy  School of Law, Golden Gate University School of Law, and New College of the  Law, as a faculty member at the National Judicial College and as an instructor at University of Nevada Reno.

Christine leads Freshfields’ US antitrust, competition, and trade practice, and is based in our Washington, DC office. Drawing on 30 years of public and private sector experience at the intersection of law, policy, and politics, Christine counsels clients on how to navigate complex and evolving legal and regulatory regimes to achieve their desired business goals.

Most recently, Christine served as a Commissioner at the FTC, where she helped shape policies and enforcement actions in the fields of antitrust, consumer privacy & data security, and consumer protection. Before joining the Commission, Christine was a Senior Vice President at Delta Air Lines, where she oversaw regulatory and international matters. She also was an antitrust partner at two major international law firms.