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

Fireside Chat with Jack Lazar, Board Member, Advisor and Former Operating Executive and Rachel Proffitt, Partner & CEO, Cooley


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

Speakers

Evan Epstein Executive Director, UC Center for Business Law SF & Adjunct Professor of Law, UC Law SF

Professor Epstein is a leading corporate governance expert with over 18 years of experience advising founders, executives, directors, and investors in Silicon Valley and internationally. In 2023, he was recognized as one of the most influential leaders in corporate governance by the National Association of Corporate Directors (NACD) as part of the NACD Directorship 100™, an annual list of top corporate directors and governance advocates.

Evan is the founder and managing partner of Pacifica Global, a corporate governance advisory firm based in San Francisco. Previously, he served as the Executive Director of the Arthur and Toni Rembe Rock Center for Corporate Governance, a joint initiative of Stanford Law School and the Stanford Graduate School of Business.

He is also a Lecturer in Management at the Stanford Graduate School of Business for the 2025 Spring Quarter. Additionally, he hosts and authors the Boardroom Governance Podcast and Newsletter, providing insights on governance trends and best practices.


Rachel Proffitt Partner & CEO, Cooley

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.


Jack Lazar Board Member, Advisor and Former Operating Executive

Jack has over 30 years of Silicon Valley experience with a focus on finance and operations. He has served

in executive leadership roles at GoPro, Qualcomm, Atheros, NetRatings, Apptitude, and Electronics for

Imaging. He was part of teams that took four of these companies public and CFO for 3 of the IPOs. In his

operating and Board of Director roles, Jack has been part of over $30 billion in M&A, divestiture, equity,

and debt transactions, completed six additional IPOs, one spin-out and been part of a successful activist

defense as a Board member.

Jack is currently on the Boards of Astera Labs (ALAB), Box (BOX), Global Foundries (GFS), Resideo (REZI)

and thredUP (TDUP). He also consults with a variety of private companies including Tonal where he is

Chairman of the Board. He is a board member for the Northern California chapter of the National

Association of Corporate Directors (NACD) and Natcast while also serving on the Advisory Board for the

Accounting department at Santa Clara University. Additionally, Jack serves as an advisor to Boston

Consulting Group, Druva, Form Energy and NETGEAR.


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.


Greg Gretsch Founding Partner and Managing Director, Jackson Square Ventures

Greg is a Founding Partner and Managing Director of Jackson Square Ventures, an early stage venture capital firm that invests in software businesses. With more than two decades of experience in venture capital, Greg focuses his investments on potentially category-leading companies in categories like SaaS, Sales & Marketing, Consumer, and Marketplaces (including Strava, Upwork, Jackbox Games). Five of his early-stage investments have gone on to achieve exits and/or valuations in excess of $1 billion. Before entering venture capital, Greg was a serial entrepreneur.


Wendy Brenner Partner, Cooley

Wendy chairs the employment & labor practice group and has more than 25 years of experience advising technology and life sciences entities, ranging from startups to public companies, on the full range of employment counseling and litigation matters.


Claudia Fan Munce Venture Advisor, NEA; Board Member, Best Buy, CoreLogic, Bank of the West/BNP Paribas, Energy Impact Acquisition (SPAC), NACD/NorCal, and Parity.org

Claudia joined NEA in 2016 after spending 30 years at IBM, where she held various technical and leadership positions. She founded the Venture Capital Group within IBM and served as its Managing Director and Vice President of Corporate Development. Previously, she headed the Licensing and Commercialization group in the IBM Research Lab. In addition to holding several board positions, Claudia is appointed faculty at the Stanford Graduate School of Business, where she teaches a course on venture capital.


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.


Joe Hurd Operating Partner, SOSV; Corporate Director

Joe is an Operating Partner with SOSV, leading commercialization, go-to-market, and corporate engagement efforts for a number of SOSV’s key portfolio companies. In this role, he works with key companies, investors, academics, and startups in Silicon Valley and around the globe.

Joe serves as a Non-Executive Director of Trustpilot Group plc, a London-listed online recommendations and services company and as a Venture Partner with Good Growth Capital (female-led investment fund) and advises numerous startups.

A seasoned executive, Joe built his career leading strategic business development and sales teams at Facebook, Gannett, AOL/TimeWarner, Friendster, and VideoEgg. Earlier, Joe served as a senior political appointee in the U.S. Commerce Department during President Obama’s first term (2009-2012), advising Secretaries of Commerce Locke and Bryson on international trade policy.


Miriam Rivera CEO, Co-Founder & Managing Director, Ulu Ventures

Miriam Rivera is CEO, Co-Founder and Managing Director of Ulu Ventures, a top-tier seed stage venture capital (VC) firm based in Silicon Valley focused on high-growth and market-leading information technology and internet companies. The firm was founded in 2008 and has more than $400M in assets under

management, 10 unicorns in its portfolio, including two US public companies, Palantir and SOFI. Ulu was the first Latina-led venture fund in Silicon Valley and Miriam is a recognized pioneer in the technology and VC communities.

Before co-founding Ulu, Miriam was Vice President and Deputy General Counsel at Google, joining in 2001 as its second attorney. Her work to simplify contracts helped Google scale from $85m to $10b in 5 years. Prior to Google, Miriam was

a cofounder of a VC and angel-backed software company along with partner and Ulu co-founder Clint Korver.


Kaley Childs Karaffa Head of Board Advisory, Americas, Nasdaq

Kaley is the Head of Board Advisory in the Americas at Nasdaq. She advises boards on corporate governance matters, including board effectiveness, composition and culture, CEO performance, strategy, ESG, and compliance and risk matters. Kaley works with public, private, and nonprofit corporations in a wide range of industries globally. Prior to Nasdaq’s acquisition of the Center for Board Excellence (CBE) in 2019, Kaley was Vice President of Client Services and Business Development & Legal at CBE. Kaley also previously served as General Counsel of Clarolux. Before beginning an in-house practice, she practiced law in New York City with a focus on real estate, banking law, and litigation.


Emma Mann-Meginniss Partner, Cooley

Emma is a trusted adviser representing a wide range of companies and their investors at all stages of the business growth cycle, from startups to public corporations. Her clients span various markets and industries, including digital health, generative artificial intelligence, enterprise software, hardware, digital media, consumer products, climate tech and financial technology. She is experienced in guiding businesses and stakeholders through complex financings and mergers and acquisitions, in addition to entity formation and structuring, governance matters, and securities transactions.


Barbara Mirza Partner, Cooley

Barbara is the chair of Cooley’s compensation and benefits practice group and a member of our board of directors. She has over two decades of experience as an executive compensation and benefits practitioner, and has worked with clients across the country and around the world, ranging from startups to multinationals.


Brett Mock Chairman NPM International

Brett Mock is the Chairman of NPM International at Nasdaq Private Market, leading the company’s expansion efforts for its secondary liquidity solutions worldwide. He is responsible for creating new distribution partnerships with financial institutions in key strategic growth markets across Europe, Asia-Pacific, Latin America, and the Middle East.


Sepideh Mousakhani Partner, Cooley

Sepideh represents a broad range of high-growth companies at all stages of the business cycle – from startups to public companies ­– in the technology, software and life sciences 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 and acquisitions, and issuers and underwriters in public offerings. Sepideh also regularly advises her clients on general corporate, securities law, and US 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.


Walker Newell, Esq. Vice President, Management Liability, Woodruff Sawyer

Drawing on deep experience leading high-stakes litigation and investigations as a lawyer in defense, regulatory enforcement, and in-house roles, Walker Newell brings Woodruff Sawyer clients a nuanced and business-focused perspective on D&O and corporate liability issues. He has specific expertise on enforcement issues related to financial services companies, investment advisers, broker-dealers, and cryptocurrency firms.

Walker previously served as Senior Counsel in the SEC's Division of Enforcement in San Francisco, where he led high-profile and groundbreaking matters. Walker also has years of experience advising and defending investment funds and advisers, public and private financial services and cryptocurrency companies, board members, founders, and senior executives as outside counsel with Cooley and Wilson Sonsini and as in-house counsel with Robinhood Markets (Nasdaq: HOOD).


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.


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.


William K. Pao Partner, Cooley

Will is a trusted adviser and creative strategist who excels at high-exposure commercial, consumer, and securities litigation. He works closely with emerging technology companies, including advising cryptocurrency and blockchain pioneers on securities, regulatory, and litigation issues. Will understands the business priorities and reputational concerns of traditional banking clients, crafting litigation strategies that have successfully narrowed consumer claims, limited liability, and thwarted putative class actions. With many of his clients spanning global markets – including US-listed Chinese companies and US companies that operate in China – Will provides sophisticated, culturally savvy analyses of cross-border conventions and procedures.


Josh Steinfeld Product Strategy, Total Compensation Carta

Josh Steinfeld leads product strategy for Carta Total Compensation. Josh has been a compensation professional for the last 20 years, most recently leading compensation at Google for YouTube and Google’s corporate functions.


Peter Werner Partner in Charge - San Francisco, 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.


Will Cockle Senior Consultant, Compensia

Will brings over 15 years of experience in compensation consulting and professional services. He advises pre-IPO

technology and life sciences companies by providing Compensation Committees and senior management with market

context to make informed compensation decisions. He aids in transitioning from private to public ownership and helps

navigate challenges related to compensation, governance, and shareholder concerns.


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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 epsteinevan@uclawsf.edu

For registration and/or payment questions, please contact Leslie Hernandez at (415) 565-4740 or at hernandezleslie@uclawsf.edu. 

For other logistics questions, please contact Maggie Connor at mconnor@cooley.com

 

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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 May 7, 2025. 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 hernandezleslie@uclawsf.edu.

Please contact Evan Epstein for special group discounts (5 or more people) at epsteinevan@uclawsf.edu



$1,450.00
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