8:30amRegistration and Breakfast

9:15amWelcome & Introduction

Evan Epstein, UC Law SF
Rachel Proffitt, Cooley
Jeff Thomas, Nasdaq

9:30amFiduciary Duties and Conflict of Interests in VC-Backed Companies.

This panel focuses on fiduciary duties, with special emphasis on navigating conflicts of interest. The panel considers real-world tensions between and among investors, founders, and employees. Attendees will learn best practices for mitigating the legal risks and other frictions associated with these conflicts.

10:15amCoffee Break

10:30amFinancing Dynamics: The Evolving VC Funding Landscape.

This session analyzes recent developments in VC funding. In particular, the panel will highlight how economic conditions, technological developments, and changes in investor sentiment reverberate through the fundraising market. Participants will learn about both the challenges and opportunities in the current environment for VC financing.

11:15amExits and Liquidity Trends in VC-Backed Companies.

This session focuses on arguably the most consequential decision facing the board of a venture-backed company: exits. The discussion will range from traditional IPOs and M&A transactions to newer models like SPACs and direct listings. The panel will also describe the state of the market for pre-IPO liquidity.

12:00pmLuncheon & Keynote Address

Fireside Conversation with Amy Banse, Venture Partner at Mosaic General Partnership and member of the board of Adobe, Clorox, On Holding AG, and Lennar Corporation.

1:30pmStartup Compensation Matters.

Approving and overseeing stock options and other forms of executive compensation are a key responsibility of the board. This panel considers recent trends in the form and structure of awards, company-sponsored liquidity programs, and special challenges when exits are delayed.

2:15pmCorporate Venture Capital and Cross-Over Investors in the Boardroom.

This session will examine how CVC and cross-over investors are reshaping board dynamics and decision-making processes, their impact on corporate governance, and the strategic advantages they bring to startups. The panel will delve into real-world examples, highlighting how these investors influence company direction, innovation strategies, and funding decisions.

3:00pmCoffee Break

3:15pmDifficult Conversations and Going Out of Business.

This session confronts some of the toughest scenarios and crises faced by startups today. Topics include CEO, founder, and director transitions, navigating the intricacies of internal investigations, managing the impact of significant layoffs, and the specter of bankruptcy and other insolvency proceedings. Our panelists will share their personal experiences and insights on handling these difficult situations with professionalism and integrity, while also considering the legal, ethical, and reputational implications.

4:00pmBoard Composition and Structure.

This session features a panel of experienced board members, founders, and advisors who have navigated the journey from early-stage funding to public offering. They will share valuable insights on how board needs and dynamics shift as a startup grows, the importance of diversifying board expertise to meet evolving challenges, and strategies for structuring boards to ensure effective governance and support at each stage of growth.

4:45pmDrinks & Reception


Location Information

  • Cooley's San Francisco Office
  • 3 Embarcadero Ctr 20th Floor, San Francisco, CA, 94111 US


Abby Adlerman CEO, Boardspan

Abby Adlerman is the founder & CEO of Boardspan, a provider of digital governance solutions for boards across all sectors.

Abby was previously part of the senior leadership team at Russell Reynolds Associates, served as CEO of a venture-backed e-commerce business, and spent 15 years in investment banking advising board & C-suite clients on a range of corporate finance and M&A transactions.

Amy Banse Venture Partner, Mosaic General Partnership, and Board Member at multiple companies

Amy is a Venture Partner at Mosaic General Partnership, a new venture fund that marries strong financial performance with a commitment to diversity, equity and inclusion, and an advisor to Treble Capital, an early stage consumer-oriented technology fund. She is a member of the Board of Directors of Adobe Inc., where she chairs the Compensation Committee, The Clorox Company, On Holding AG, and Lennar Corporation. Amy is also a member of the Board of Directors for The Nature Conservancy, California Chapter.

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.

Priya Cherian Huskins Partner & Senior Vice President; Board Member at Woodruff Sawyer

Priya Cherian Huskins is a recognized expert, frequent speaker and guest lecturer on D&O liability risk and mitigation. In addition to consulting on D&O insurance, Huskins counsels clients on corporate governance matters, including ways to reduce their exposure to shareholder lawsuits and regulatory investigations.

Kaley Childs Karaffa Head of Board Advisory, Americas, Nasdaq

Kaley is the Head of Board Advisory in the Americas region at Nasdaq. In her role, Kaley advises boards on corporate governance matters, including board effectiveness, CEO performance, strategy, ESG, compliance, and risk matters. Kaley works with public, private, and non-profit organizations in a wide range of industries globally.

Kaley served as Vice President of Client Services, Business Development & Legal at the Center for Board Excellence (CBE), which was acquired by Nasdaq in 2019. Prior to that, Kaley started her legal career in private practice in New York before transitioning to several in-house roles, including General Counsel of ClaroLux.

Will Cockle Senior Consultant, Compensia

Compensia is a management consulting firm providing executive compensation advisory services to technology and life sciences companies.

Barrett Cohn CEO & Co-Founder, Scenic Advisement

Barrett Cohn is the CEO and co-founder of Scenic Advisement, a San Francisco based investment bank specializing in servicing the liquidity needs of high growth, late-stage technology companies, their investors, and founders.

Jonathan Duckles Partner, Softbank Vision Fund

Jonathan Duckles is Partner, Head of Fund Transactions (Legal) at SoftBank Investment Advisers. He oversees global transactional matters at the SoftBank Vision Fund and specializes in M&A, venture investments, joint ventures, and other complex business transactions. Prior to joining SoftBank, he directed the legal aspects of PayPal's global M&A and investment activities. Prior to that, he was a senior associate at various leading law firms where he focused on M&A.

Shannon Eagan Partner in Charge – Palo Alto, Cooley

Shannon represents corporations and individuals in complex disputes and litigation, securities class actions and breach of fiduciary duty suits, internal corporate investigations, and US Securities and Exchange Commission (SEC) investigations and actions. Her clients have included life sciences and technology companies, directors and officers of corporations, and venture capital firms. Shannon serves as both partner in charge and head of the business litigation practice for Cooley’s Palo Alto office.

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.

Claudia Fan Munce Venture Advisor, NEA

Claudia Fan Munce joined NEA in 2016 after 30 years of service with IBM where she held many technical and business leadership positions. She founded the Venture Capital Group within IBM, where she served as its Managing Director and Vice President of Corporate Development. The Venture Capital Group is a unit in IBM that drives non-organic growth through partnerships and M&A activities globally, focusing on growth markets, and disruptive technology and business models. Prior to that position she headed the licensing and commercialization group in the IBM Research Lab.

Claudia is a board member of the National Venture Capital Association (NVCA), chairwoman of the board of the Global Corporate Venturing, Advisor to the American Advancement of Science Lemelson Fellowship, board member of BMO Financial Corp., the Best Buy Corp., and the Arteris Semiconductor Co., and advisory board member of other global venture capital organizations, including Latin American Venture Capital Association, Women in Leadership in Private Equity in China, Canadian Innovation Exchange, Savannah Fund in Africa, and others.

Christa Fancher Managing Director, U.S. Western Region / Asia, Business Development, SRS Acquiom

Christa builds relationships for SRS Acquiom with the venture capital, legal and M&A communities in the Western U.S., Western Canada, and the Asia/Pacific region. She has a strong background in corporate, securities and transactional matters, including venture capital financings, public and private offerings, and mergers and acquisitions.

Scott James Partner & COO, Goodwater Capital

Scott James is a Partner & COO at Goodwater Capital, a VC firm based in Silicon Valley with $3.3 billion in assets under management. Prior to joining Goodwater Capital, Scott was General Counsel at Data Collective (DCVC) and Associate General Counsel at Accel where his responsibilities encompassed a range of global legal, finance and operations matters. Scott began his legal career at Gunderson Dettmer where he counseled startups, emerging growth companies and leading venture capital funds on corporate and securities law issues. Scott regularly teaches classes and seminars on venture capital and startup law.

Gary Kirkham Partner, Centerview

Gary Kirkham has spent the last 25 years advising a range of technology companies on important strategic and capital markets initiatives, including mergers and acquisitions, IPOs, private and public capital raising and activist defense. Mr. Kirkham spent his career at Merrill Lynch/BofA Merrill Lynch, where he most recently served as Global Co-Head of Technology, Media and Telecom Investment Banking. Mr. Kirkham has served as trusted advisor to clients across various technology sectors, including software, semiconductors, Internet/e-commerce, enterprise infrastructure, financial technology and automotive technology.

Scott Kupor Managing Partner, Andreessen Horowitz

Scott Kupor is an investing partner focused on growth-stage companies building in the bio and healthcare industries, manages the firm’s investor relations team, and is responsible for the firm’s growth initiatives. Scott was the first employee at Andreessen Horowitz and managed the firm’s growth from $300 million in AUM to more than $30 billion. Scott is the author of the Wall Street Journal bestselling book, Secrets of Sand Hill Road: Venture Capital and How to Get It, and serves on the boards of Cedar, Headway, Foursquare, Labster, Ultima, and SnapLogic. He also served as chairman of the board for the National Venture Capital Association.

Sale Kwon Partner, Cooley

Sale Kwon works with high-growth emerging companies, startup founders and venture capital investors in many different industries, advising them on company formations, venture financings, mergers and acquisitions, joint ventures and other strategic, commercial and general corporate matters over the full life cycle of his clients.

Tom Loverro General Partner, IVP

Tom joined IVP as an investor in 2015, where he has focused on investing in enterprise software companies and fintech on the path to rapid growth.

He serves as a Board Director or Observer for Attentive, NerdWallet, Paper, Podium, Skydio and TaxBit and was a Board Observer for Coinbase until their listing in April 2021 and HashiCorp until their listing in December 2021. In his time at IVP he has been actively involved in co-leading investments in Amplitude, Datadog, GitHub, IEX, OnDeck, and Tanium.

Sepideh Mousakhani Partner, Cooley

Sepideh is a corporate partner representing a wide range of companies at all stages of the business growth cycle – from startups to public companies in the software and information technology, life sciences, and internet-related industries. Her transactional experience across these industries includes representation of issuers and investors in venture capital and other private financings, buyers and sellers in mergers & acquisitions, and issuers and underwriters in public offerings. Sepideh also regularly advises her clients on general corporate, securities law, and Securities and Exchange Commission periodic reporting compliance matters, as well as the implications of proposed business transactions. She currently serves on Cooley’s Women’s Initiative Strategy Committee.

Lara Mouritsen Head of Legal, Salesforce Ventures

Lara Mouritsen is Head of Legal for Salesforce Ventures. She has a dynamic role advising on investments and portfolio matters. She also counsels the Salesforce Foundation, a non-profit private foundation, in corporate and governance issues. Prior to Salesforce, she was a corporate associate at Cooley where she represented investors, start-ups, and public tech companies in investments, acquisitions, and general corporate matters. She is also involved with pro bono projects supporting underserved groups and entrepreneurs.

Alessandra Murata Partner, Cooley

Ali is co-chair of Cooley’s compensation & benefits practice group. She is a leading adviser to companies, management teams, venture capital, boards of directors, and compensation committees on executive compensation and benefits issues arising in every stage of the corporate life cycle – ranging from emerging growth to blue-chip public. She also counsels companies through transformative events, such as M&As, IPOs, VC and leveraged buyout transactions, spinoffs, restructurings, and other transformative corporate events. With more than two decades of practice experience spanning many industries, her current practice focuses on cutting-edge technology and life sciences companies of all sizes, as well as clients within the private equity and real estate investment trust (REIT) sectors.

Bernie Murphy Senior Managing Director, Sherwood Partners

Bernie Murphy has been with Sherwood Partners, Inc. for more than 14 years where he is primarily focused on developing relationships in the venture, lending and legal communities and assisting challenged companies through their lifecycle. He has worked with hundreds of companies that are struggling, in transition or distressed due to transactions, market conditions, or growth toward the next stage of development. He has led the restructuring of corporate obligations on many projects and has managed more than 150 sale transactions for distressed companies, including their intellectual property. Mr. Murphy has extensive experience with venture backed technology companies and has been involved in over 200 corporate wind-downs, including assignments for the benefit of the creditors for which he is recognized as one of the industry’s leading experts.

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.

Heidi Roizen Partner, Threshold Ventures

Heidi Roizen is a venture capitalist, corporate director, and ‘recovering’ entrepreneur. She is currently a partner at Threshold Ventures. Heidi holds board positions with two Threshold portfolio companies: Polarr and Upside Foods. She also serves as an independent corporate director for Planet (NYSE: PL). In addition, Heidi is the co-lead of Stanford’s Threshold Venture Fellows Program in the Management Science and Engineering department at Stanford University and serves on the advisory councils of the Stanford Institute for Human-Centered Artificial Intelligence (HAI) and Stanford Technology Ventures (STVP).

Brian Rothenberg Partner, Defy

Brian is a Partner at Defy, an early-stage VC firm. Previously, he helped grow Eventbrite from a startup into the world’s largest event technology platform and live experiences marketplace. As Eventbrite’s first VP of Growth, CMO, and VP/GM of the company’s largest segment of revenue, he played a key role scaling more than 10x globally to $300M in revenues, and through the company's IPO (NYSE: EB) with a nearly $3B market cap.

Josh Seidenfeld Partner, Cooley

Josh is the global chair of Cooley’s digital health group and serves on Cooley’s Life Sciences Advisory Board. He represents life sciences, healthcare and technology clients through the full company life cycle, from seed stage through private financings, mergers & acquisitions and initial public offerings. He also regularly advises his clients on general corporate issues, securities matters and implications of proposed business transactions.

Josh Steinfeld Product Strategy, Carta Total Compensation

Josh Steinfeld joined Carta having spent over 20 years as a compensation professional. Josh started his career as a consultant for Willis Towers Watson focusing on executive compensation, working directly with Compensation Committees and CEOs on executive compensation benchmarking, design, and various corporate governance issues. Prior to joining Carta, Josh was on the Compensation team at Google, leading compensation for YouTube, Area 120 (Google’s corporate incubator), and Google’s corporate functions.

Emily Strauss Associate Professor, UC Law SF

Professor 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.

Nizar Tarhuni VP, Editorial & Institutional Research, PitchBook Data

Nizar Tarhuni leads the institutional research and editorial departments at PitchBook. He is responsible for managing the firm’s investment strategy, fund performance and emerging technology research offerings, in addition to a daily news product tailored to private market investors and advisors. Tarhuni is credited for developing PitchBook’s first institutional-grade research product and under his leadership, the team has grown to include over 130 global analysts and journalists. He led the acquisition of Leveraged Commentary & Data (LCD) from S&P and is now responsible for those news and research organizations. Tarhuni also serves on PitchBook’s executive leadership team, helping drive corporate planning and strategic initiatives across the organization. Tarhuni received a bachelor’s degree in economics and finance from Linfield University.

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.

Peter Werner Partner, Cooley

Peter is co-chair of Cooley’s global emerging companies and venture capital practice group and vice chair of Cooley’s global business department. Peter’s practice primarily focuses on the representation of high-growth companies and their investors. He regularly assists clients with financings and mergers & acquisitions, in addition to entity formation, governance matters and securities transactions. Peter is the partner in charge of Cooley’s San Francisco office, and he is a member of Cooley’s firmwide mental health and wellness committee.

Maggie Wilderotter Board Member

Maggie Wilderotter is a seasoned executive who, as CEO, has led both Fortune 500 companies and start-ups in her career. In addition, she has extensive Board leadership serving on over 35 public company and 14 private company Boards of Directors.

Today, Maggie serves on the public boards of Costco Wholesale Corporation, Sana Biotechnology, and is Board Chair at DocuSign. She serves on the private boards of Tanium, and Sonoma Biotherapeutics. In addition, Maggie is also a Senior Advisor to a number of companies including Accenture, Okta, the Blackstone Group, Atairos Private Equity, Sixth Street Partners, American Century Investments, Celonis, Garden City, GEP, SHRM and she Co-Chairs the Bank of America Executive Mentor Program with CEO Brian Moynahan.

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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 (415) 565-4704 or email [email protected]. 

For other logistics questions, please contact Anya Kielbik at [email protected]



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 February 23, 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]


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