2024 Berkeley Fall Forum on Corporate Governance

Afra Afsharipour is Martin Luther King, Jr. Professor of Law at the University of California, Davis School of Law. She served as Senior Associate Dean for Academic Affairs from 2018-2024. Professor Afsharipour’s scholarship focuses on corporate governance and business law in a transnational and comparative context. Her scholarship also applies an equality lens to corporate governance and practice, using interdisciplinary theories and empirical research. Professor Afsharipour is a research member of the European Corporate Governance Institute (ECGI), an elected member of the American Law Institute (ALI) and an American Bar Foundation Fellow. Her scholarship has been published in leading law journals, including the Columbia Law Review, Chicago Law Review, Vanderbilt Law Review, Minnesota Law Review, and other leading journals and books. She is the co-editor of COMPARATIVE CORPORATE GOVERNANCE (Afra Afsharipour & Martin Gelter, eds., Edward Elgar Publishing Ltd., 2021). She authored the HANDBOOK ON CORPORATE GOVERNANCE IN INDIA: LEGAL STANDARDS AND BOARD PRACTICES (The Conference Board 2016) and co-authored the 2021 edition of the book. Professor Afsharipour has delivered numerous talks, nationally and internationally, and has been a visiting scholar in India, China, and Taiwan.

Prior to joining the Davis faculty, Professor Afsharipour was an attorney at Davis Polk & Wardwell LLP and served as a law clerk to the Hon. Rosemary Barkett of the U.S. Court of Appeals for the Eleventh Circuit. Afsharipour holds a B.A. (magna cum laude) from Cornell University and a J.D. from Columbia Law School (Harlan Fisk Stone Scholar), where she was an articles editor of the Columbia Law Review and a submissions editor of the Columbia Journal of Gender and Law.

Harvey Anderson is an accomplished business advisor for publicly traded global technology companies facing complex business, legal, and geopolitical pressures including market access, sustainability, M&A, corporate governance, data protection, and cyber-security. With more than 30 years of experience in global Internet, security, and hardware companies, Harvey has developed a unique expertise in navigating through dynamic and transformational environments with a purpose driven, commercially oriented perspective. His experience as an operator in COO, GM, and Business Affairs roles combined with his Chief Legal Officer and Corporate Secretary roles have honed his ability to work within leadership teams and boards to solve critical business issues. Harvey previously served as CLO for HP Inc. with annual revenues of $63B, leading a team of 450+ legal, corporate, trade, and public policy professionals across 39 countries. Prior to joining HP, he served as the CLO of AVG Technologies a public, consumer security software company, and prior to that he spent six years as the SVP of Business Affairs and CLO of Mozilla Corporation where he was responsible for approximately $500M in annual revenues and helped grow active users from 100M to ~400M users during his tenure. Harvey has been involved in key internet policy issues since his early days as in-house counsel at Netscape. He has been a proponent for privacy and maintaining an open internet, including testimony before the U.S. Senate Commerce Committee and serving on the FCC’s Internet Advisory Committee. He was a co-creator of the “Do Not Track” privacy initiative and led in the launch of the SOPA internet protest movement. Currently, he serves as strategic advisor to early stage companies and sits on the boards for Common Sense Media and Marquette University. Harvey has a B.S. in civil engineering from Marquette University, a J.D. from the University of San Francisco, and is admitted to the U.S. patent bar. He is also an American Leadership Fellow, Class XXXVII.

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.

Ed Batts is a corporate partner in Gibson Dunn’s Palo Alto office. For 25 years, he has counseled technology clients, including in the semiconductor supply chain; enterprise software and cloud; hardware and devices; 5G and satellite; and large-cap enterprises that engage in many of these sub-verticals at once.

In technical expertise, Ed focuses on mergers and acquisitions, including cross-border transactions, spin-offs, tender offers, and going private transactions. He also counsels public companies on corporate governance and fiduciary duties, as well as crisis management on cyber-security and internal investigations, activist investor situations, and accounting issues. He has significant experience in equity capital markets and venture capital transactions.

Ed has been named multiple times both a BTI Client Service All Star and an Acritas/Thomson Reuters Star, and has been recognized by Best Lawyers for his work in corporate law. He is a member of the American Nuclear Society and published author on nuclear waste issues. He also is a military officer veteran and former U.S. federal special agent.

Ed received his law degree from Stanford Law School in 1998 and earned his B.A. from the University of California, Los Angeles, summa cum laude, in 1995.

Yulia Buyanin is a Founding Attorney at Tome, which uses AI to help people understand and execute legal agreements. Prior to Tome, she was a corporate associate at Skadden, Arps, Slate, Meagher & Flom LLP where she worked on M&A and corporate governance in the U.S. and Europe. She also clerked for former Chief Justice Leo E. Strine, Jr. on the Delaware Supreme Court.

Mike Connor is a Managing Director in J.P. Morgan’s Biopharma Investment Banking group. Mike joined J.P. Morgan in 2009, focusing on M&A and capital markets advisory for biotech and pharma companies. In 2019, Mike was awarded the James B. Lee Jr. leadership award.

Dave Curran is Co-Chair of Paul, Weiss’s Sustainability & Environmental, Social and Governance (ESG) Advisory Practice and Executive Director of the ESG and Law Institute. Dave is responsible for continuing to develop and promote the firm’s ESG practices and works with the firm’s lawyers to lead its Sustainability and ESG Advisory Practice Group.

Dave is a recognized leader in helping complex organizations build resilience. In addition to his work in the ESG space, he has more than 30 years of experience in legal, technology, compliance, risk and ethics roles. Dave has led many popular thought leadership conversations with senior executives on a variety of topics where business and technology intersect with the legal, compliance and risk ecosystems, including Transforming Law, Big Data, #MeToo, AI and many others.

Dave began his career as a media trial and appellate lawyer before moving to senior in-house legal, compliance and regulatory affairs positions. He was previously Senior Vice President and Chief Business Officer at FiscalNote, a legal AI/technology company, and held senior business and legal leadership roles with Thomson Reuters, IntraLinks, Integrity Interactive, Havas, Vertis and Campbell Soup Company.

Dave is Executive Director of the ESG and Law Institute, a forum for lawyers, business leaders and academic institutions dedicated to the independent study of issues relating to the intersection of ESG, business and the law. Dave also serves as co-chair of the New York State Bar Association’s ESG Committee, which aims to educate and engage New York lawyers, law students and faculty on ESG practices and developments through thought leadership and robust educational programs.

Senior Envoy for Digital to the U.S. and Head of the EU Office in San Francisco as of 1 September, 2022, Gerard de Graaf has worked for more than 30 years in the European Commission across a wide range of policy areas. Until his recent appointment, he was director in DG CNECT, responsible inter alia for the Digital Services and Digital Markets Acts (DSA/DMA), two landmark pieces of legislation which have been recently adopted in the European Union to keep the Internet safe, protect fundamental rights and enhance competition in digital markets.

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.

Sean Donahue is Chair of the Public Company Advisory practice and Co-Chair of the Shareholder Activism & Takeover Defense practice of Paul Hastings. He is one of the leading lawyers in the country advising public companies and their Boards of Directors on shareholder activism and takeover defense matters. Sean is currently ranked in Chambers USA for Takeover Defense and is recommended by The Legal 500 US for Shareholder Activism: Advice to Boards. Under Sean’s leadership, Paul Hastings’ Shareholder Activism & Takeover Defense practice is currently ranked #2 in the country for the first six months of 2024 by FactSet Research systems based on the number of publicly disclosed activism defense engagements.

Over his 17 year career, Sean has been involved in hundreds of activism and takeover defense situations, including numerous high-profile proxy contests. He has counseled boards of directors and management teams in navigating activist situations involving Elliott Management, Carl Icahn, Engaged Capital, Starboard Value, ValueAct, Lion Point Capital, Engine Capital, Voss Capital, Tang Capital, and Politan Capital, among others. He also has significant experience advising public companies in responding to short attacks.

Sean is the only dedicated activism and takeover defense lawyer in the nation that spent a portion of his career at the U.S. Securities and Exchange Commission. He is a recognized expert on the federal securities laws that relate to proxy contests and other contested solicitations.

Morgan Fong, General Counsel for Instacart, leads the legal department and advises the Company on a wide range of legal, governance, policy and business issues.

Prior to joining Instacart, Fong was in-house counsel at Trulia, an online real estate portal, where he led the company’s commercial, IP, privacy and product counseling functions. Fong began his career in private practice at the law firms of Wilson, Sonsini, Goodrich & Rosati P.C. and Fenwick & West LLP, representing public and private companies in a variety of corporate and intellectual property matters.

Fong is a graduate of Yale University receiving a Bachelors of Arts in Economics and East Asian Studies and a Juris Doctor degree from the University of California, Berkeley School of Law. Fong is also the executive sponsor of Rainbow Carrots, a LGBTQIA+ Employee Resource Group dedicated to celebrating diversity in the LGBTQ+ community, driving improvements in the work environment, and providing support and opportunities for queer Instacart employees.

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.

Liz concentrates on compensation and employment benefits matters for technology companies. She advises clients on compensation issues, compliance and best practices with respect to corporate governance, mergers and acquisitions, initial public offerings and public company compensation and reporting matters. Liz also works with clients on the design and implementation of compensation plans, including compliance with related tax and securities laws.

The Honorable Sam Glasscock III was appointed as Vice Chancellor in 2011 after having served as Master in Chancery from 1999 to 2011. He was born in Erie, Pennsylvania and spent most of his youth in Lewes, Delaware. He received a B.A. in History from the University of Delaware in 1979, a J.D. from Duke University in 1983 and a Master’s Degree in Marine Policy from the University of Delaware in 1989. Before coming to the Court of Chancery, he worked as a judicial clerk, as an associate at Prickett, Jones, Elliott, Kristol & Schnee in the litigation section, as a Superior Court special discovery master and as a Deputy Attorney General in the Appeals Unit of the Department of Justice.

Andrew is head of Cooley’s white collar defense & investigations group. He is a highly acclaimed former federal prosecutor, most notably known for his role as one of the top deputies to Robert Mueller III throughout the special counsel investigation at the US Department of Justice, and as chief of the public corruption unit at the US Attorney’s Office for the Southern District of New York. Andrew leads complex and sensitive internal investigations, defends companies and individuals before government agencies and in high-stakes litigation, and has successfully tried numerous significant white collar and regulatory matters.

Rick S. Horvath focuses his practice on corporate governance matters, acting as a trusted advisor for boards of directors, significant investors and public companies on a range of critical issues, including activist campaigns, contested corporate takeovers and corporate disclosures. Mr. Horvath regularly advises companies and their boards on navigating board conflicts, operational decisions, board-level internal controls and the enhancement of corporate governance documents and policies.

An experienced litigator, Mr. Horvath has also acted as lead counsel and second chair counsel for public companies, directors, officers and investors in corporate governance disputes and other complex commercial matters in courts across the United States. In addition, he has represented companies and directors in connection to stockholder demands, internal investigations and special litigation committees. Mr. Horvath is also experienced in responding to matters before the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

Mr. Horvath’s litigation matters include instances involving fiduciary duties, derivative claims, proxy claims, merger litigation, securities fraud, disputes related to limited partnerships and LLC memberships, books and records demands, and commercial and contract disputes.

Priya Cherian Huskins is a partner at Woodruff Sawyer, a full-service insurance brokerage that services clients worldwide. She is a recognized expert in D&O liability risk and its mitigation. In addition to consulting on D&O insurance matters, she counsels clients on corporate governance, including ways to reduce their exposure to shareholder lawsuits and regulatory investigations.

Priya is a frequent speaker on D&O issues. She has appeared on CNBC and been quoted in publications including the Wall Street Journal, the New York Times and the Financial Times. She is also the editor of the D&O Notebook, a blog that analyzes issues as they arise in the areas of D&O liability, insurance, and corporate governance.

Priya serves on the board of directors of Realty Income Corporation (NYSE: O) and of NMI Holdings, Inc. (Nasdaq: NMIH). She also serves on the boards of Woodruff Sawyer and the Long Term Stock Exchange. In 2024, Priya was named an NACD Directorship 100 honoree.

Prior to joining Woodruff Sawyer, Priya practiced corporate and securities law at Wilson Sonsini Goodrich & Rosati. Priya has worked with both public and private technology companies through all stages of their development, including IPOs and M&A transactions.

Priya was awarded her juris doctorate with honors from the Law School at the University of Chicago. She earned her undergraduate degree with high honors from Harvard University.

Eleanor Lacey is the General Counsel and Corporate Secretary at Asana, Inc, a leading work management software platform. Eleanor oversees Asana’s Global Legal Department, including all areas of public company reporting: Corporate, Equity, Commercial, Product, and Legal Operations.

Prior to joining Asana, Eleanor served as Chief Legal Officer for the global cybersecurity software company Sophos. Before her time at Sophos, Eleanor led the legal teams for a number of leading B2B and B2C companies including SurveyMonkey, Corel Corporation, and Niku Corporation.

Eleanor received her JD from Yale Law School and her B.A. from the University of Massachusetts, Amherst, in addition to studying Chinese history at Shaanxi Normal University in Xian, China and Mandarin at the University of California, Santa Cruz and Tunghai University in Taiwan.

Eleanor lives in Menlo Park with her husband and has two daughters.

Travis co-chairs Cooley’s global cyber/data/privacy practice. He is a top authority on cybersecurity, data privacy, telecommunications, and the regulation of emerging and innovative technologies. Drawing on his broad experience in federal and state government, he helps clients manage regulatory and litigation risk, as well as strategically respond to data breaches, cyberattacks, nation-state attacks, dissemination of stolen data, misinformation campaigns and government enforcement efforts, including those by the Federal Trade Commission (FTC), Federal Communications Commission (FCC) and state attorneys general.

Jamie is co-chair of the firm’s M&A group. 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. She sits on the executive advisory board of the Berkeley Center for Law and Business. Jamie is also affiliated with the International Bar Association as a Corporate and M&A Law Committee Officer. Jamie’s representative tech clients include Uber, Tableau, Zoom, Twilio, Fastly, Sunrun, Netflix, Dropbox, Automattic, Levi Strauss & Co., Procore, Ellie Mae, Looker, Chegg and MINDBODY. Jamie’s representative life sciences clients include Medivation, Arena Pharmaceuticals, Five Prime Therapeutics, Kite Pharma, Portola Pharmaceuticals, Principia Biopharma, Forty Seven, Abaxis and Dova Pharmaceuticals. Her representative investment banking clients include Qatalyst Partners, Centerview Partners and Morgan Stanley.

Steve Lipin is founder and chief executive officer of communications advisory firm Gladstone Place Partners and a trusted advisor in the field of strategic, financial and corporate governance communications. Steve has spent over 35 years at the intersection of the corporate world, Wall Street and the media, as a leading financial journalist and top communications strategist to C- Suites and Boards of Directors. Steve started Gladstone Place Partners in 2017 after 16 years at Brunswick Group, where he was U.S. Senior Partner. Steve is also a lecturer at Berkeley Law where he teaches a class on M&A and proxy contests.

At Gladstone Place Partners, Steve has worked on assignments such as Take-Two Interactive’s $12.7 billion acquisition of Zynga, 3G’s $7.1 billion acquisition of Hunter Douglas, Acceleron Pharma’s $11.5 billion sale to Merck, Dunkin Brands’ $11 billion sale to Inspire Brands and The Walt Disney Company’s acquisition of 21st Century Fox assets. Steve has worked on many landmark M&A deals such as InBev’s acquisition of Anheuser-Busch, AB InBev’s acquisitions of Grupo Modelo and of SAB Miller, Air Liquide’s purchase of Airgas, Marriott International’s acquisition of Starwood, Burger King’s combination with Tim Horton’s and American Airlines’ sale to US Airways.

He has also advised many companies on shareholder activist defense and shareholder engagements, including most recently The Walt Disney Company’s successful proxy contest against Nelson Peltz; Illumina’s proxy contest against Carl Icahn, as well as activism defense work for AT&T, Duke Energy, Marriott, PepsiCo, Yahoo!, Macy’s, AIG, Freeport-McMoRan and Arconic, among others.

Before communications, Steve spent 17 years in financial journalism, 10 of which were at The Wall Street Journal. Steve was the Journal’s Finance Editor, supervising the paper’s coverage of mergers, commercial banking, private equity and corporate finance, after five years as the M&A beat reporter during which he was nominated for a Pulitzer. He joined the Journal in 1991 to cover banking after stints at Institutional Investor and American Banker.

Born in New York City, Steve graduated from Boston College with a bachelor’s degree in Economics. He is a board member of the Knight-Bagehot Fellowship in Economics and Business Journalism at Columbia Journalism School, the Columbia Journalism Review and of Youth INC. He has three children, including one in the JSP program at Berkeley Law, and lives in New York City with his wife.

Irene Liu is the founder of Hypergrowth GC and serves as an Executive in Residence at the UC Berkeley School of Law. With deep expertise in artificial intelligence, Irene is also an AI Advisor for the California Senate, Berkeley Law’s AI Institute, and Women Defining AI.

After successfully building and scaling international, multi-billion dollar technology companies, she now channels her expertise into helping other companies grow as an advisor, thought leader, and executive coach.

Irene worked as a Trial Attorney in the U.S. Department of Justice in the Antitrust Division and at the Federal Trade Commission in the Bureau of Consumer Protection. She later became the Chief Financial and Legal Officer at Hopin, a technology community engagement platform, where she oversaw legal, finance, policy, and trust & safety teams. Additionally, she served as General Counsel at Checkr, a modern background check provider, where she led legal, compliance, policy, finance, and customer education teams.

Irene is a frequent contributor to the Thomson Reuters Institute and hosts the “Coffee Break with Irene” series on Berkeley Boost and the “Hypergrowth GC” video series on Luminate+.

Cheree McAlpine brings more than 25 years of legal experience representing global tech companies to Zoom as its Chief Legal Officer.

Cheree has held a number of executive legal positions most recently as the SVP and General Counsel for Intercom, an AI and customer solution company. Prior to that, she was the Chief Legal Officer and Corporate Secretary for Lumileds Inc. Prior to her role at Lumileds, she was General Counsel for Avnet Americas and Wyse Technology, where she managed the company’s successful sale to Dell.

Cheree received her BA from the University of Alabama and her law degree from Suffolk University Law School. She is located in the Bay Area.

Scott is a partner in Cooley’s compensation and benefits practice group. He represents private and public clients in connection with executive compensation and employee benefits matters. Scott’s practice focuses on all matters relating to compensation – including the design and implementation of equity compensation and bonus plans, executive employment and severance agreements, and the corresponding tax, employment law, financial accounting and securities law issues that arise with compensation arrangements. He counsels his clients on initial public offering (IPO) and transactional matters, working with companies to manage their recruitment, retention and transition of employees and their benefits during and after significant corporate life events.

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.

Professor Amelia Miazad’s scholarship and teaching focuses on corporate law and environmental and social risk governance. In her recent scholarly work, Professor Miazad analyzes the consequences of climate risk for corporate law, delving into areas such as antitrust, securities law, and fiduciary duties. Her recent scholarship includes “Investor Climate Alliances” (forthcoming, Washington University Law Review); and “D&O Insurers as Climate Risk Monitors” (forthcoming, Boston University Law Review). She is regularly invited to present her scholarship to audiences in the U.S. and internationally. Professor Miazad has been quoted by the business and legal media including The New York Times, National Public Radio, The Financial Times, Politico, The World Economic Forum, and Law360, among others. In addition to the courses she teaches at UC Davis School of Law, Professor Miazad has developed and instructs courses tailored for corporate executives and board members focusing on environmental and social risk governance. Previously, she served as a Senior Research Fellow at UC Berkeley School of Law, where she founded and led the Business in Society Institute. Professor Miazad received her J.D. from Berkeley Law.

Gordon Moodie is a Partner at Debevoise and member of the Mergers & Acquisitions Group, Private Equity Group and the Technology, Media and Telecommunications Group, as well as the Public Company Advisory Group and Corporate Governance practice. Mr. Moodie focuses on representing public and private companies across in a variety of industries and transactions, including domestic and cross-border mergers and acquisitions, divestitures, spin-offs, initial public offerings, securities law matters and corporate governance.

Prior to joining Debevoise, Mr. Moodie was an M&A partner at Wachtell, Lipton, Rosen & Katz, where his client representations included Pfizer in its $48 billion Reverse Morris Trust transaction with Mylan, Michael Dell in the take private of Dell and Dell’s $67 billion acquisition of EMC, Kennedy-Wilson in its acquisition of Kennedy-Wilson Europe, and Apollo and other private equity sponsors in a range of significant transactions. He also advised public companies defending against hostile takeover efforts and in connection with shareholder activism, and led product development at an artificial intelligence company backed by OpenAI that has developed a secure AI platform for lawyers.

Mr. Moodie received his J.D. from Harvard Law School, magna cum laude, and his Bachelor of Commerce from Queen’s University in Canada, graduating first in his class.

Scott Morgan is Splunk’s former Senior Vice President, Chief Legal Officer, Global Affairs & Secretary, where he oversaw Splunk’s Legal, Government Affairs and Global Impact functions. Scott spent over 12 years at Splunk through its $30 billion sale to Cisco. In that role, Scott’s work included responsibility for Splunk’s privacy, ethics & compliance, intellectual property, public company, public & government policy, social impact, and ESG programs. Scott has more than 25 years of experience practicing at the intersection of law, technology and policy. Prior to Splunk he was legal counsel at Autodesk, Inc. and Tellabs, Inc. Before transitioning to in-house legal counsel, Scott worked at Morrison & Foerster LLP and Thoits, Love, Hershberger & McClean LLP, where he specialized in corporate finance, acquisitions, intellectual property and technology licensing. Scott earned a B.A. from the University of California, Berkeley and J.D. from the University of California College of the Law, San Francisco (previously known as UC Hastings). Scott serves as a GeoTech Commissioner on the Atlantic Council and is a member of the Northwestern School of Law Securities Regulation Institute Planning Committee (and a regular speaker at the Institute). Scott previously served as Chair of the Board of Directors for BSA, The Software Alliance, and was an advisor on TechGC’s Rapid Response Group for AI.

Brody Mullins is a Pulitzer Prize-winning investigative reporter and author of The Wolves of K Street: The Secret History of How Big Money Took over Big Government.

The book, published by Simon & Schuster, is the definitive account of the rise of corporate power and lobbying in Washington. In two decades as an investigative reporter for The Wall Street Journal, Mullins wrote scores of ground-breaking stories about the intersection of business and politics, exposing scandals that prompted new laws and regulations for powerful government officials, lobbyists and Wall Street traders.

In addition to the Pulitzer Prize, Mullins won the George Polk Award and was twice awarded the Everett Dirksen Award for best coverage of Congress. Washingtonian calls him one of 50 best reporters in politics. He has appeared on Fox News, CNN, MSNBC and his work has appeared in The Washington Post, The New York Times, Vanity Fair, Politico and The Atlantic. Brody graduated from Northwestern University and now lives in Washington, D.C.

Elena C. Norman, member of the Firm’s Management Committee and Partner in Young Conaway’s Corporate Counseling and Litigation Section, has extensive experience litigating corporate and complex business disputes, primarily in the Delaware Court of Chancery. She has litigated numerous high profile actions involving derivative claims, contests for corporate control, M&A, governance, complex contracts, alternative entities, demands for books and records, and statutory appraisal/valuation disputes. Having lived and worked in other cultures, clients and co-counsel value Ms. Norman’s abilities as a creative and strategic thinker, a clear communicator, a team leader, and an astute reader of the courts and adversaries she seeks to persuade. She also regularly counsels boards of directors and senior management on Delaware corporate law.

Ms. Norman is a member of the Delaware State Bar Association’s Corporation Law Council which is responsible for formulating and recommending to the Delaware Assembly amendments to the Delaware General Corporation Law. She is also a frequent speaker on Delaware corporate law issues. Ms. Norman has been named one of Chambers USA’s – America’s Leading Lawyers for Business, Delaware Chancery, as well as a Best Lawyer in America®, Corporate Governance Law.

Ms. Norman received her law degree from Stanford Law School, where she was an Articles Editor of the Stanford Law Review. She received her undergraduate degree from the University of Pennsylvania and studied English Constitutional Law and Jurisprudence at Somerville College, Oxford University. Ms. Norman also received a M.A. in Legal and Political Theory from University College London. She is admitted to practice in Delaware and New York.

Zain Oke has more than 20 years as an experienced senior financial and operational executive advising national and regional healthcare systems, life science, real estate and hospitality, consumer services, and technology companies. Her expertise in strategy, finance, and operations has helped companies across multiple aspects of a company’s life cycle, from pre-IPO to mature stages. Ms. Oke has experience scaling businesses, preparing companies to go public, and managing post-IPO governance, risks and controls. She has led post-merger integrations of newly acquired businesses and implementations of financial and operating systems to improve and optimize critical business functions. A former audit partner with Deloitte, Ms. Oke is a qualified financial expert and is an Independent Director to both public and private companies.

Currently, Ms. Oke serves as General Manager Car Care for AAA NCNU, a consumer services business with over $2B in sales and innovative expansions into B2C technology product and service offerings and the autonomous and electric vehicles market. With responsibility for the California market, she directs all automotive services business operations and business development, including mergers, acquisitions and integrations. She has also led the corporate strategy and response to significant business disruptions and crisis management events, while managing all real estate and construction expansions and operations for the company. Previously, as Chief Audit Executive and as Controller, Ms. Oke addressed enterprise risk, instituted operational enhancements, and established more effective processes and controls to improve margins and enhance efficiencies.

Ms. Oke holds a Business Administration degree from University of Berkeley, Haas Business School and is a former certified public accountant.

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. She is also a Lecturer at Berkeley Law for the Business in Society and the Sustainable Capitalism & ESG Executive Education course. Previously, Angeli was an attorney in the Sustainability & ESG Advisory Practice at Paul, Weiss, Rifkind, Wharton & Garrison LLP in San Francisco, where she advised clients on the governance of climate and social risks. Angeli has also held an advisory role at the UN Global Compact Network Australia focused on corporate sustainability matters. Prior to her legal career, Angeli was at The White House’s Office of Management and Budget in the Obama Administration and served as a policy advisor at the Ministry of Finance in the Government of Chile. In addition to her career in law and government, Angeli is an adviser to Mandala, a mental health and DEI startup, and launched her own puzzle company for women of color in 2021.

David is co-chair of Cooley’s global capital markets practice group. David practices general business and corporate law, representing both emerging and public companies in a variety of matters, including capital markets transactions, Securities and Exchange Commission (SEC) reporting and compliance and corporate governance matters. He routinely represents issuers and investment banks in complex securities offerings, including IPOs, follow-on offerings, 144A offerings, PIPEs, deSPACs and direct listings. His practice also includes company formations, venture financings and general corporate matters.

Jai currently oversees the legal, compliance, and government affairs functions at Andreessen Horowitz as Chief Legal Officer. He was previously the Chief Risk & Compliance Officer at cLabs, working on Celo, a mobile-first platform that makes financial dApps and crypto payments accessible to anyone with a mobile phone. Jai also spent several years in the financial services industry as the Head of Enterprise Risk Management at Capital One and the Global Head of AML Compliance Risk Management at Bank of America/Merrill Lynch. Before joining the private sector, he served for over a decade at the Justice Department, as a white collar crime prosecutor in the Southern District of New York, at headquarters in the Computer Crime and Intellectual Property Section, and later as Chief of the Asset Forfeiture and Money Laundering Section — a role in which he oversaw the prosecutions of BNP Paribas and HSBC for Bank Secrecy Act, Patriot Act and sanctions violations. Jai has an undergraduate degree in government and economics from Harvard University, a law degree from the University of Pennsylvania Law School and a doctorate in social and political science from Cambridge University, U.K.

*admitted to the bar in New York and Massachusetts; registered in-house counsel in California.

Joanna Rees is the Executive Chairman of West Global, a brand and strategy firm. West clients have included Twitter (now X), Square, Impossible Foods, Chegg, Inception Fertility, Ro, Statespace, Honeybook and NewFront, to name a few.

Joanna is an experienced director having brought her significant brand and finance expertise to multiple venture backed and public company boards. She currently serves on the board of FICO (Comp Committee Chair), Inception Fertility, AltroCredit and Illumyn.

Joanna has significant experience in venture capital, finance and investment banking as the Founder of VSP Capital, after roles in Mergers & Acquisitions at BA Securities and Vrolyk & Co. She led the formation and capital raise for Endeavor Catalyst, the impact investment fund at Endeavor.org.

Joanna’s entire career has been about building brands across a broad range of industries including retail/ecommerce, software and fintech as operating executive, investor and advisor. She spent a decade in brand management at Danone and in media strategy at DMB&B.

Joanna was a candidate for Mayor of San Francisco in November 2011. Joanna served as a Senior Partner of the B Team with Richard Branson and Jochen Zeitz. Joanna was named a Global Leader for Tomorrow by the World Economic Forum and a Henry Crown Fellow by the Aspen Institute, where she also serves as a senior seminar moderator.

Joanna Chairs the non-profit boards of The Representation Project and Illumyn Impact, as well as, serving on the Endeavor Global board. Joanna taught Leadership for both undergraduate and graduate students of The Leavey School of Business, at Santa Clara University. She earned her MBA in Finance from Columbia University and a BS in Psychology from Duke University where she was also an NCAA Division I Gymnast.

Nate is a solutions-oriented senior executive that has worked in highly-regulated, global private and public companies. With experience from a founder-led investment firm, global Fortune 100 financial services leader, and AmLaw 10 law firm, Nate is known for “building things and turning problems into opportunities.” He is relied on by boards, executives, and operational leaders to: anticipate and help execute business opportunities by analyzing structural dynamics and innovating beyond barriers; enhance and create new revenue streams through partnerships, products, and services; architect innovative, industry-leading solutions to emerging problems; and develop and mentor first-rate talent. Engine No. 1 is an investment firm that believes electrification, deglobalization and technological innovation are interrelated themes that will fundamentally reshape the investment landscape. Engine No. 1 was recognized by Time Magazine as one of 2022’s TIME100 Most Influential Companies and noted for its successful proxy contest against ExxonMobil which resulted in Engine No. 1 placing three members on Exxon’s Board of Directors. Previously, Nate was in the Legal and Compliance Department at Morgan Stanley, where he provided counsel to a number of different business units across the firm’s institutional securities and wealth management divisions, primarily on issues related to alternative investments. Nate started his legal career at the law firm Davis Polk & Wardwell where he practiced in the investment management group. Among his various community efforts, Nate completed a term on the Board of Directors for the New York City Bar Association, where he chaired the Audit and Nomination Committees and previously Co-Chaired its Diversity Committee. He is also a regular speaker on securities laws, business ethics, ESG, and leadership.

Beth Sasfai is a partner in Cooley’s public companies group and leads the firm’s ESG & 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, which positions her as a trusted advisor to boards and executive teams.

Since 2018 Phil Satre has been the Chair of the Board of Wynn Resorts, Ltd., the owner and operator of Wynn Las Vegas, Wynn Macau, Wynn Palace, Cotai, and Encore Boston Harbor in Everett Massachusetts.  From 1980 to 2004 he served in various capacities at Harrah’s Entertainment, Inc. including President and CEO (1984 – 2003) and Chairman (1997 – 2004).  Phil has served on the boards of Nordstrom, Inc. (2006 – 2019); International Game Technology (2009 – 2018); NV Energy (2005 – 2013); Rite Aid (2005 – 2011) and Tabcorp Holdings Ltd. (2000 – 2007). In the not-for-profit sector Phil served on the Stanford Board of Trustees from 2005 – 2010; and currently serves as a Trustee (Chairman 2009 – 2011) of The National World War II Museum in New Orleans, LA ; Chairman of the Guinn Center for Policy Priorities in Reno, NV and is a Trustee of the National Automobile Museum – The Harrah Collection, in Reno, NV. Phil received a BA in Psychology from Stanford University in 1971 and JD from U.C. Davis in 1975.

A social justice advocate, clean energy and climate change trailblazer and accomplished legislator, Nancy Skinner was first elected to the state Senate in 2016 after completing three terms in the state Assembly. Senator Skinner currently serves as chair of the Senate Housing Committee and of the California Legislative Women’s Caucus, and is chair emeritus of the Senate Budget and Fiscal Review Committee.

Skinner has authored groundbreaking laws including SB 206, the Fair Pay to Play Act, making California the first state to give college athletes the right to earn money from their name, image, and likeness; SB 1421, opening up police misconduct records for the first time in 40 years; and SB 1437, overhauling California’s unjust felony murder rule. While in the Assembly, she authored AB 153, requiring Amazon and other internet retailers to collect sales tax; AB 1014, the first in the nation gun violence restraining order otherwise known as ‘red flag’ law; and AB 1930, giving college students access to federal food assistance, which has now been copied by most every state in the country. In 2021, Skinner led the successful campaign to make California the first state in nation to make free school meals available to all public school children.

Skinner began her public service in 1984 as the first student elected to the Berkeley City Council. On the council, Skinner introduced the nation’s first Styrofoam ban and co-founded an international association, ICLEI-Local Governments for Sustainability, which now includes 2,500 local and regional governments in over 125 countries. Skinner’s work at ICLEI led to the initiation of the Cities for Climate Protection program, which engaged hundreds of cities worldwide to take action to stop climate change.

Skinner is a past member of the East Bay Regional Park District board, a former small business owner, and an active advocate to increase the number of women in elected office. She served on the Board of the East Bay Women’s Political Caucus and launched the Women in Power PAC to support Democratic women running for state office.

Skinner’s Senate District includes the cities of Alameda, Albany, Berkeley, El Cerrito, Emeryville, El Sobrante, Hercules, Kensington, Oakland, Piedmont, Pinole, Richmond, Rodeo, San Leandro, and San Pablo. She is a graduate of UC Berkeley, earning both a BS and an MA.

Allison Spinner has represented both issuers and underwriters in numerous IPOs and follow-on offerings, including recent representation of Palantir in its public offering via direct listing and Israeli company JFrog in its IPO, as well as offerings on behalf of Cloudflare, Samsara, and Upstart. She regularly advises public and private companies, investment banks, and venture capital and private equity firms on corporate governance matters.

Allison is recognized in the 2020-2024 editions of Chambers USA: America’s Leading Lawyers for Business, with sources noting that she is “an absolute star,” “talented lawyer,” and “and an amazing adviser. She has contributed significantly to our success.” She has also been named a leading woman lawyer by The Recorder and the Daily Journal, as well as a “Woman of Influence” by the Silicon Valley Business Journal.

Adam Sterling is the Assistant Dean for Executive Education and Revenue Generation at Berkeley Law. In addition to his administrative duties, Adam teaches courses and oversees research on topics including venture finance, corporate governance, and ESG.

Previously he was a startup and venture capital attorney at Gunderson Dettmer and the co- founder and director of the Sudan Divestment Task Force and Conflict Risk Network. Adam’s writings and work have appeared extensively in the press; including contributions to The Wall Street Journal, The Financial Times, and The New York Times. He has appeared on a number of broadcast news programs, including CNN’s Situation Room and CNBC’s Street Signs. Adam hold a JD from Berkeley Law and an MBA from Haas Business School.

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.

Kristin Sverchek is the former President at Lyft, a ridesharing and micromobility company, where she helped the company grow for well over a decade as General Counsel, President of Business Affairs, and most recently President. Prior to that, she was a corporate attorney in private practice in San Francisco and Silicon Valley.

Kristin holds a B.A. in Molecular and Cell Biology from UC Berkeley and a J.D. from UC Law San Francisco (formerly UC Hastings). Kristin serves as a board member for Reading Partners SF Bay Area, and the National Women’s Law Center, while also remaining deeply involved with her alma maters, UC Berkeley and UC Law San Francisco.

Steve Tonsfeldt represents public and private companies in domestic and cross- border M&A transactions, contested transactions, hostile takeovers and defense planning. He also advises private investors and their portfolio companies on investment and acquisition transactions, and financial advisors working with companies engaged in transactional matters. Over the past several years, Steve has led lawyer teams in acquisition transactions having an aggregate value of well over US$100 billion. Steve’s representative M&A transactions include: − Absolute Software Announces $870 Million Acquisition by Crosspoint Capital − Amazon to Acquire One Medical for $3.9 Billion − NeoPhotonics Agrees to Sell to Lumentum for $918 Million Steve has been recognized by numerous legal directories and publications as a leading dealmaker. He is also a frequent speaker on corporate and M&A topics. He served on the coordinating committee for the American Bar Association’s most recent Delaware Business Law Forum. Steve is a member of the advisory board of the Berkeley Center for Law and Business. Prior to law school, Steve worked as a certified public accountant with Deloitte & Touche. He also taught accounting at UC Berkeley’s Haas School of Business as a graduate student instructor.

Jeroen van Kwawegen is a partner at BLB&G and a member of the firm’s Executive Committee. As head of BLB&G’s corporate governance practice, Jeroen oversees all breach of fiduciary duty litigation against boards and senior executives on behalf of shareholders. He also leads BLB&G’s work representing European institutional investors in shareholder litigation, including securities class actions. Over the course of his career, Jeroen has recovered more than four billion dollars for investors, improved corporate governance practices at numerous companies, and defended fundamental shareholder voting and franchise rights. He is currently co-leading the case against Tesla, which resulted in a groundbreaking decision nullifying Elon Musk’s $55 billion compensation package. Notably, Jeroen also represented a Swedish institutional investor in a securities class action against Wells Fargo, securing a $1 billion cash settlement.

Jeroen is frequently recognized for his litigation and trial work, earning distinctive recognitions from Benchmark Litigation, Lawdragon, Law360, and Legal500, as well as being named a Fellow of the Litigation Counsel of America. Outside of his firm responsibilities, Jeroen serves as a board member of Legal Services NYC, and an advisory board member at both the Millstein Center at Columbia Law School and the Institute for Law & Economics at the University of Pennsylvania’s Penn Carey Law School.

Peter Werner is co-chair of Cooley’s global emerging companies and venture capital practice group and partner-in-charge of the firm’s San Francisco office. Peter’s practice primarily focuses on the representation of high growth companies and their investors. He regularly assists clients with financings and mergers and acquisitions, in addition to entity formation, governance matters and securities transactions. Peter is a member of Cooley's firmwide pro bono and mental health and wellness committees. Peter also is one of the founders and curators of Cooley GO, a microsite with tools, forms, guidance and data for entrepreneurs and emerging companies.

Peter represents companies across many of the industries that are most prominent in the Bay Area and beyond startup ecosystem, including artificial intelligence, consumer products, fintech, insurtech, spacetech, enterprise software and digital health.

Sean West is Co-Founder of Hence Technologies, a software company working at the intersection of geopolitics and law. Previously, he was Deputy CEO of Eurasia Group, the top global affairs firm. He writes GeoLegal Notes (geolegal.substack.com), the only weekly newsletter at the intersection of politics, law and technology. His first book, on the same topic, will be published by Wiley in early 2025.

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.

Monique C. Winkler is the Director of the SEC’s San Francisco Regional Office. The Regional Office has a staff of over 125 people and is responsible for the SEC’s enforcement and examination programs in Northern California, Washington, Oregon, Montana, Idaho, and Alaska, with over 1,800 investment advisers and almost 200 broker-dealers located in the region. The public and pre-IPO companies located in the region are among the most dynamic and closely-followed issuers and companies in the country, including those in Silicon Valley, San Francisco, Seattle, and Portland. Ms. Winkler joined the SEC’s San Francisco office in 2008 as a staff attorney. She served as an Assistant Regional Director from 2015 to 2019. She was also a member of the Public Finance Abuse Unit from its formation in 2010 until 2019. From 2019 to 2022, she led the office’s enforcement efforts as its Associate Regional Director. Prior to joining the Commission, Ms. Winkler practiced securities and complex commercial litigation. She earned her law degree from Vanderbilt University School of Law and her bachelor’s degree from Indiana University.

Kristina serves as Deputy General Counsel and Chief Sustainability Officer at Persefoni, a leading carbon management and accounting SAAS software company. She previously served as Senior Counsel for Climate and ESG to the Director of the Division of Corporation Finance at the U.S. Securities and Exchange Commission, where she led the drafting of proposed rules related to climate change disclosures. Prior to joining the SEC, she was a Senior Counsel and Director of Sustainability at Latham & Watkins LLP where she developed and built the firm’s Sustainability program, co-chaired its ESG practice, and was a member of the firm’s ESG Steering Committee. She holds a BA from Duke University, a JD from the University of Colorado, and an MBA from Yale University.