The Eighth Annual Berkeley Fall Forum on Corporate Governance

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.

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.

Nadia Dugal is the co-founder of Tome, which leverages large language models to help people understand their contracts. Prior to Tome, she was a leader at Flourish Ventures, the Omidyar Network, and 500 Startups. She started her career as a corporate lawyer at Fenwick & West and Kirkland & Ellis. When she is not trying to change law forever, she can be spotted teaching on venture deals for Berkeley Law and the NVCA, advising multibillion-dollar venture funds, and walking runways.

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.

U.S. Securities and Exchange Commission

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+.

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.

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.

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.

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.

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.

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.