2024 Berkeley Fall Forum on Corporate Governance

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.

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.

Michael Diz is Co-Chair of Debevoise’s Mergers & Acquisitions Group, co-managing partner of its San Francisco office, and a leader in the Technology, Media & Telecommunications, Private Equity and Corporate Governance Groups. Mr. Diz has a broad-based transactional practice advising public and private companies, private equity firms and special committees on mergers and acquisitions, corporate governance and fiduciary duty matters. Mr. Diz is ranked as a leading M&A lawyer by Chambers Global (2024) and Chambers USA (2024), where clients note that he is “immensely smart” and “technically talented.” He received his J.D. from the University of Virginia School of Law in 2004. He received his B.A., with highest distinction, from the University of Virginia in 1999.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.