Agenda


3RD ANNUAL DIRECTORS’ COLLEGE FOR
VENTURE – BACKED COMPANY DIRECTORS
(“VCDC”)

Friday, March 4th, 2016
Location: Paul Brest Hall, Stanford University


AGENDA

 

7:30am Registration and Breakfast

7:50am Welcome

Evan Epstein, Executive Director, Stanford Rock Center for Corporate Governance; Co-Director, VCDC 2016
Joseph A. Grundfest, W. A. Franke Professor of Law and Business, Stanford Law School; Senior Faculty, Stanford Rock Center for Corporate Governance; Co-Director, VCDC 2016

8:00am Regulatory & Policy Issues in Venture-Backed Companies

Regulatory challenges arise across a broad spectrum of initiatives, including sharing economy ventures; financial sector initiatives, such as those involving bitcoin and any form of money and credit transmission; drones; medical technology; and myriad other initiatives. Privacy regulations emanating from Europe and several other geographies, often demanding local data hosting, add another layer of complexity, as do domestic regulations governing personally identifiable information. And, the pervasive concern over cyber-security, encryption, and data privacy implicates questions that reach to the core of our nation’s value system. This panel will address this broad array of challenges and will seek to draw broader themes while suggesting constructive approaches for engagement between the tech sector and various domestic and foreign regulatory regimes.

Ted Ullyot, Partner, Andreessen Horowitz
Jennifer Fonstad, Founder, Aspect Ventures
Joe Okpaku, VP, Government Relations, Lyft
Moderator: Joseph A. Grundfest, W. A. Franke Professor of Law and Business, Stanford Law School; Senior Faculty, Stanford Rock Center for Corporate Governance; Co-Director, VCDC 2016

9:30am Financing Transactions: Getting the Deal Done Safely

Every financing transaction raises strategic, legal and execution risks, particularly if the transaction involves a down round or a special liquidity event. This session focuses on a broad range of challenges that regularly arise, and techniques that directors can employ to reduce the probability that a financing will fail and/or lead to litigation. Moreover, the latest surge of private companies valued at $1 billion or more, and the preference/protection clauses attached to some of these financings, have led to new legal concerns for investors, founders and employees that will be addressed in this panel.

Scott Kupor, Managing Partner, Andreessen Horowitz; Co-Director, VCDC 2016
Kevin Laws, COO, AngelList
Matthew Quilter, Partner, Fenwick & West LLP
Tammi Smorynski, Director, Intel Capital
Moderator: F. Daniel Siciliano, Professor of the Practice of Law and Associate Dean for Executive Education and Special Programs, Stanford Law School; Faculty Director, Stanford Rock Center for Corporate Governance; Co-Director, VCDC 2016

10:30am Break

10:45am Founder Board Control: Dual Class Shares and the Voting Rights Structures

Dual-class share structures used to be rare in the US and confined largely to family-run businesses or media companies, such as NYT or WSJ, where they could be justified as protecting the company’s editorial independence. Google bucked convention when, in 2004, it adopted the dual-class structure for its I.P.O. Since then, most tech companies have gone public with dual class share structures, including LinkedIn, Groupon, Zynga, Facebook, Box, GoPro, Square, etc. The latest crop of “unicorns” have also adopted this structure, with some data indicating that 9 out of the 10 most highly valued U.S. unicorns have instituted “supervoting” shares. This panel will discuss the corporate governance implications of this control structure and other voting right structures, relevant both for private and public markets.

Simon Lorne, Vice Chairman and CLO, Millennium Management LLC
Erika Rottenberg, former GC, LinkedIn; Director, WIX.com
David Larcker, James Irvin Miller Professor of Accounting, Stanford Graduate School of Business; Senior Faculty, Stanford Rock Center for Corporate Governance
Moderator: Evan Epstein, Executive Director, Stanford Rock Center for Corporate Governance; Co-Director, VCDC 2016

11:45am Luncheon and Keynote Address with Ram Shriram, Founder and Managing Partner of Sherpalo Ventures

1:00pm Fiduciary Duties and Conflicts of Interest in Silicon Valley

Governance in a venture-backed company often raises issues that differ from those that confront directors at publicly traded firms. Conflicts of interest can be more pervasive and can call for nuanced and sophisticated analysis. Holders of preferred shares, and their board representatives, may have incentives that differ on a series-by-series basis, as from holders of the common. Venture funds may confront conflicts among portfolio firms. These challenges arise in addition to fast-moving, real-time problems that drive strategy, finances, and leadership succession. Panelists will discuss methods that can effectively and efficiently address these conflicts, as well as best practices for the operation of venture-backed boards.

Steven Bochner, Partner, WSGR
Priya Cherian Huskins, Partner & SVP, Woodruff-Sawyer & Co.
Miriam Rivera, Managing Partner, Ulu Ventures
Moderator: Marcus Cole, William F. Baxter–Visa International Professor of Law, Stanford Law School

2:00pm Break

2:15pm Go Public or Stay Private?

Current market conditions allow venture-backed firms to stay private at higher valuations than ever before. These conditions, combined with developments in the M&A market, fundamentally alter the calculus of the IPO decision. This panel explores prevailing market conditions, analyzes the go-public/stay-private debate, and describes steps that companies should take to ready themselves for an IPO if they decide to follow that strategy.

Jeff Thomas, President, Liquidity Solutions, NASDAQ Private Market
Adrian Dollard, Co-Founder and COO, Qatalyst Partners
Mark McCaffrey, Partner and Global Software Industry Leader, PwC
Rowan Chapman, Managing Partner, GE Ventures
Moderator: Joseph A. Grundfest, W. A. Franke Professor of Law and Business, Stanford Law School; Senior Faculty, Stanford Rock Center for Corporate Governance; Co-Director, VCDC 2016

3:15 pm Break

3:30pm Building a Better Board

Venture boards are generally composed of one or two founders, representatives of various classes of preferred shares, and, on occasion, a small number of independent directors. In addition to the traditional demand for directors with specific skill sets and domain expertise, there are calls for increased representation of women and minorities on corporate boards at the pre-IPO stage, and after venture-backed firms go public. The critique that boards remain overwhelmingly “male and pale” is particularly acute in Silicon Valley. This panel explores strategies for building better and more diverse boards from company inception to IPO or sale.

Heidi Roizen, Operating Partner, Draper Fischer Jurvetson
Kate Mitchell, Co-founder and Partner, Scale Venture Partners
Tyson Clark, Partner, Google Ventures
Moderator: Amanda Packel, Deputy Director, Stanford Rock Center for Corporate Governance

4:30pm Cocktail Networking Reception

6:00pm Adjournment

This event is closed to the press.