Agenda


8:30amRegistration & Breakfast


9:15amWelcome & Introduction


9:30amFiduciary Duties and Navigating Conflicts of Interest

Navigating conflicts of interest in venture-backed companies is critical for board members. This panel will explore key legal and governance considerations, including conflicts between founders and investors, special considerations for exit transactions and down rounds, and best practices for mitigating risks. Industry experts will share insights on handling these challenging board dynamics.


10:15amCoffee Break


10:30amThe Evolving VC Funding Landscape: Key Insights for Boards

Venture capital funding is undergoing significant shifts, driven by economic conditions, technological advancements, and changing investor sentiment. This panel will explore the latest trends in VC financing and their implications for board decision-making, from early-stage funding to growth rounds. Experts will discuss the evolving roles of traditional VC funds, crossover investors, and corporate venture capital (CVC). Additionally, the panel will examine the rise of secondary markets and new liquidity options, offering insights into how boards can navigate these developments to support long-term company growth.


11:15amManaging Risk: AI, Cybersecurity, and Other Regulatory Challenges

One of the board’s key obligations is to oversee regulatory and other risks. Experts on governance, AI, cybersecurity, and other sources of risk will discuss recent developments and strategies to manage these risks.


12:00pmLuncheon & Keynote Address


1:30pmCompensation in Startups: Balancing Incentives, Liquidity, and Governance

Approving and overseeing stock options and other executive and board compensation structures are critical board responsibilities. This panel will explore recent trends in equity awards, company-sponsored liquidity programs, and the unique challenges that arise when exits are delayed. Experts will provide insights on balancing incentives, retaining top talent, and ensuring alignment with long-term company success.


2:15pmBoardroom Dynamics in VC-Backed Boards

Board dynamics are complex and constantly evolving, especially in venture-backed companies. This panel will explore how founders, investors, and independent directors navigate decision-making, governance, and interpersonal relationships. Experts will provide actionable insights on running efficient board meetings, fostering productive discussions, and aligning diverse stakeholders.


3:00pmCoffee Break


3:15pmLeadership in Crisis: Handling Transitions, Layoffs, and Shutdowns

Startups often face difficult moments that test leadership, governance, and integrity. This panel will explore some of the toughest challenges—CEO and founder transitions, internal investigations, major layoffs, and insolvency. Panelists will share firsthand experiences on navigating these crises with professionalism while addressing the legal, ethical, and reputational risks involved.


4:00pmBoard Composition & Structure: Scaling Governance from Startup to IPO

As startups evolve from early-stage funding to public offering, board composition and structure must adapt to meet new challenges. This panel, featuring experienced board members, founders, and advisors, will explore how board needs shift over time, the importance of diversifying expertise, and strategies for structuring boards to ensure effective governance at every stage of growth. Panelists will share insights on assembling the right mix of skills, balancing investor and independent perspectives, and fostering a board that supports long-term success.


4:45pmClosing Remarks


Location Information

  • Cooley NYC Offices
  • 55 Hudson Yards, New York, NY, 10001 US

Speakers

Abe Cable Professor of Law and Faculty Director, UC Center for Business Law SF. *VCBA Steering Committee Member

Professor Abe Cable joined the UC Law SF faculty in 2011. Prior to joining the faculty at UC Law SF, he was a partner at Miller Nash LLP, in Portland, Oregon. In ten years of practice he worked on a broad range of matters, including private and public offerings of securities, angel and venture capital investments, sale of subprime mortgage-backed securities, and negotiation of software licenses. He has been a visiting professor at Berkeley Law and an adjunct professor at Willamette University College of Law and University of Oregon School of Law.


Evan Epstein Executive Director, UC Center for Business Law SF & Adjunct Professor of Law, UC Law SF. *VCBA Steering Committee Member

Professor Epstein is a corporate governance expert and has advised founders, executives, directors and investors for over 18 years in Silicon Valley and internationally. In 2023, Professor Epstein was named one of the most influential leaders in corporate governance by the National Association of Corporate Directors (NACD) as part of the 2023 NACD Directorship 100™, an annual list of leading corporate directors and governance advocates. Evan is also the founder and managing partner of Pacifica Global, a corporate governance advisory firm based in San Francisco. He is the host and author of the Boardroom Governance Podcast and Newsletter. Prior, Evan was the Executive Director of the Arthur and Toni Rembe Rock Center for Corporate Governance, a joint initiative between Stanford Law School and the Stanford Graduate School of Business.


Jeffrey Laretto Partner, Cooley

Jeff Laretto represents high-growth technology companies, predominately those located in and around New York City and Silicon Valley, at all stages of development. He frequently advises on incorporation and organizational matters, angel, seed and venture capital investments, general corporate strategy, venture debt transactions, strategic investments, complex commercial transactions, acquisitions, employment matters, mergers and other sale transactions. He also counsels venture capital funds, private equity funds and strategic investors in connection with investments, acquisitions and divestitures.


Rachel Proffitt Partner & CEO, Cooley *VCBA Steering Committee Member

Rachel Proffitt is the CEO of Cooley. As partner and CEO, she serves as a member of the firm’s board of directors, and she is focused on shaping and executing the firm’s strategic priorities, reinforcing and strengthening its unique culture, and promoting the continued elevation of Cooley’s powerful brand. Rachel is known as a trusted strategic adviser to public and private companies – as well as venture capital and investment banking firms and other institutional investors – across a broad range of industries. Prior to becoming CEO in January 2024, Rachel headed Cooley’s San Francisco corporate practice, and served as a member of the strategic committee and board nominating committee.


Sacha Ross Partner, Cooley

Sacha Ross, based in New York, is a trusted advisor to leading technology and high-growth companies and their investors. Over the course of $20 + billion in transactions, Sacha has advised these high-growth companies from formation through funding and liquidity events. A fixture in the New York tech scene, Sacha brings a pragmatic, hands-on bi-coastal approach to representing high-growth companies and their investors.


Emily Strauss Professor, UC Law SF

Emily Strauss is an expert in securities regulation, banking, and business law. Her work has appeared or is forthcoming in the Southern California Law Review, U.C. Irvine Law Review, Law & Contemporary Problems, and the Boston University Law Review, and has been cited in outlets such as Bloomberg and Reuters.

Prior to teaching law, Strauss was an attorney with Sullivan & Cromwell LLP in New York. She was a member of the litigation department, and her practice focused on securities litigation and criminal and regulatory investigations, including fraud, antitrust, executive misconduct, and bribery-related matters.

Previously, Strauss was Special Counsel at a nonprofit promoting the rule of law in developing countries.


Jeff Thomas EVP, Corporate Platforms at Nasdaq. *VCBA Steering Committee Member

Jeff Thomas is Executive Vice President of Nasdaq's Corporate Platforms business. Prior to this role, he served as Senior Vice President and Chief Commercial Officer, focused on integration across the entire business, enhancing client outcomes focus and maximizing Nasdaq’s opportunities.

Previously, Jeff was Head of Western U.S. Listings and Capital Markets, overseeing business development and relationship management for Nasdaq’s listed companies and Investor Relations Solutions’ clients. He also had served as President of Liquidity Solutions at Nasdaq Private Market, where he worked closely with private companies to help them provide shareholder liquidity prior to an IPO.

Before joining Nasdaq in 2014, Jeff held senior positions at SecondMarket, Gerson Lehrman Group and Altera Corp.


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About UC Center for Business Law SF

Contact Us

For substantial or content questions (and group discounts), please contact Evan Epstein at [email protected]

For registration and/or payment questions, please contact Leslie Hernandez at (415) 565-4740 or [email protected] 

For other logistics questions, please contact Maggie Connor at [email protected]

 

Register

Make sure to apply for the program first prior to completing the registration form below.


Registration is $1,450 per attendee. The fee is fully refundable with email notice received before October 22, 2024. After that date, refunds will not be issued, but registration may be transferred to the next VCBA event. Credit card payment is accepted online. If a different means of payment is preferred, please contact Leslie Hernandez at [email protected].

Please contact Evan Epstein for special group discounts (5 or more people) at [email protected]



$1,450.00
$1,450.00


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