Runaway Management Teams: Views from the Bench and the Boardroom
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7:30 – 8:00am: Continental Breakfast and Registration
8:00 – 9:30am: Program
Board membership is difficult enough these days, even when the relationship between board and management functions well. But when faced with runaway or careless management teams, the situation can quickly devolve, increasing business and legal risks for the company and its board members. What key principles should guide directors and their advisors when a management team ignores the board’s advice or refuses to keep the board fully informed on important business developments and strategic issues? What practical steps should board members consider when facing management teams who will not heed strategic advice? That elevate their own interests above those of the company? Or that engage in questionable and self-serving practices? Should a board member take control of the situation? Call a litigator? Fire the CEO? Resign?
Our esteemed panelists include Vice Chancellor Donald Parsons of the State of Delaware’s Court of Chancery, the court with perhaps the largest influence in adopting and refining the principles governing board and management conduct in Silicon Valley and throughout the country. He will be accompanied by experienced Silicon Valley board members as well as corporate governance lawyers from both California and Delaware. Please join the Rock Center for Corporate Governance and SVDX for a discussion about the right (and wrong) ways to address these thorny issues.
Our Panel
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Donald F. Parsons, Jr. is a vice chancellor of Delaware’s Court of Chancery, which is regarded for its deep expertise on corporate governance issues involving board and management duties. Donald regularly handles important disputes and issues affecting corporate governance under the Delaware General Corporation Law and various alternative entity statutes. He also was a senior partner at the law firm of Morris, Nichols, Arsht & Tunnell in Wilmington, Delaware. He served as president of the American College of Business Court Judges. |
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Linda Grais, MD is president and CEO of Ocera Therapeutics has served on its board since 2008. She also served as a managing member at InterWest Partners, a venture capital firm. Linda was a founder and EVP of SGX Pharmaceuticals, a drug discovery company focusing on new treatments for cancer. She was a corporate attorney at Wilson Sonsini Goodrich & Rosati, where she practiced in such areas as venture financings, public offerings and strategic partnerships. |
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Ann Gregg Skeet is the director of leadership ethics at Markkula Center for Applied Ethics at Santa Clara University. Ann directs the Center’s work in business and nonprofit ethics and considers the unique ethical concerns of leaders. Ann served as CEO of American Leadership Forum Silicon Valley for eight years and has served on a large number of boards of directors. She also worked for Knight Ridder at the San Jose Mercury News for a decade. |
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Rick Gallagher is a partner in the business & securities litigation group at Ropes & Gray in San Francisco, Rick’s practice focuses on litigation and pre-litigation advice involving securities and corporate governance issues, including representation of companies, directors and officers involved in class action litigation, derivative actions, internal investigations, shareholder demands, and regulatory investigations and enforcement actions brought under the federal and state securities laws. He also has significant experience advising companies, boards of directors and special committee members in M&A litigation. |
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Elena Norman is a partner at Young Conaway LLP and regularly counsels boards of directors, board committees, executives, stockholders and in-house and outside counsel on Delaware corporate and commercial matters. She frequently represents parties to litigation, most often in the Delaware Court of Chancery, in connection with merger and acquisition transactions, going-private transactions, valuation and corporate stock appraisal, corporate governance, board composition, limited liability companies and limited partnerships and cases involving fraud and breach of contract. |
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Dan Siciliano (moderator) is the faculty director of the Rock Center for Corporate Governance at Stanford University and a professor and associate dean at Stanford Law School. He is co-founder and a director of LawLogix Group, Inc. – a global software technology company named seven consecutive times to the Inc. 500/5000, ranked several times as one of the top 100 fastest-growing private software companies in the United States and named to the Hispanic Business 500 (largest) and Hispanic Business 100 (fastest-growing) for 2010 and 2011. |
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