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Navigating Conflict and Conflicts of Interest in the Boardroom

  • Rock Center for Corporate Governance 559 Nathan Abbott Way Stanford, CA, 94305 United States (map)

Navigating Conflict and Conflicts of Interest in the Boardroom

Please join the Rock Center and SVDX to hear a panel of experts discuss the role of the board in managing through conflict and conflicts of interest. The session will cover:

  • What makes a board member “independent” under applicable legal norms to serve on the board, and to serve on board committees?
  • When do conflicts of interest commonly arise and how do they affect fiduciary duties?
  • How do conflicts of interest come into play in M&A transactions and through service on other companies’ boards?
  • How can a director comply with his or her fiduciary duties?
  • What are some best practices to address conflicts?
  • The panelists will also discuss:
  • How should a board handle a runaway management team, inexperience, strategic direction differences, or deceit?
  • How can boards remove directors who are ineffective or sources of conflict?
  • What is the right cause of action when directors don’t work out?

Admission

This event is free and open to the public.  Registration is recommended. Click here to register for this event.

This program, like all SVDX programs, is subject to the Chatham House Rule.

Panelists

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Daniel Cooperman

Director, Molina Healthcare and Zoox

Daniel Cooperman was elected to the board in 2013. Mr. Cooperman is director and audit committee chairman of Zoox, Inc. He served as senior vice president, general counsel, and secretary of Apple Inc. from 2007 to 2009, and senior vice president, general counsel, and secretary of Oracle Corporation from 1997 to 2007. Mr. Cooperman was of counsel with the law firm DLA Piper LLP from 2014 to 2016, of counsel to Bingham McCutchen, LLP from 2010 to 2014 and partner of McCutchen, Doyle, Brown & Enersen, LLP from 1977 to 1997. Mr. Cooperman has been a lecturer at Stanford Law School since 2010 and a fellow at Arthur and Toni Rembe Rock Center for Corporate Governance, Stanford Law School and Graduate School of Business since 2012. Mr. Cooperman currently serves as a member of the board of directors of Liffey Thames Group, LLC dba Discovia since 2011, a member of the board of directors of Nanoscale Components Inc. since 2012, and ex-chairman and a member of the board of directors of Second Harvest Food Bank of Santa Clara and San Mateo Counties since 2010. Mr. Cooperman served as a member of the board of directors of LegalZoom.Com from 2012 until its change of control in 2014. Mr. Cooperman graduated summa cum laude with highest distinction in Economics from Dartmouth College, then attended Stanford University’s Graduate School of Business and School of Law, receiving both his M.B.A. and J.D. from Stanford.

To view Daniel Cooperman’s full bio, click here.

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Louis Lehot

Partner and Co-Chair, US Emerging Growth and Venture Capital, DLA Piper

Louis Lehot’s corporate, securities and M&A law practice focuses on advising public and emerging private companies and their venture capital and private equity investors from formation to liquidity. Mr. Lehot has domain experience in public offerings and private placements of equity, equity-linked and debt securities, mergers, acquisitions, dispositions, spinoffs, strategic investments and joint ventures, as well as corporate governance and securities law compliance matters. He regularly represents US and non-US registrants before the SEC, FINRA, NYSE and NASDAQ. Mr. Lehot has represented both public and private clients in the United States and globally, with a focus on cross-border transactions. What Louis most enjoys about his practice is helping his clients achieve growth in their business in new markets and greater returns.

To view Louis Lehot’s full bio, click here.

 

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Dr. Chong Sup Park

Director, Seagate

Dr. Chong Sup Park served as Chairman and CEO of Maxtor from November 2004 until May 2006, as Chairman of Maxtor’s board of directors from May 1998 until May 2006, and as a member of its board from February 1994 to May 2006. Maxtor was acquired by Seagate in May 2006. Dr. Park served as Investment Partner and Senior Advisor at H&Q Asia Pacific, a private equity firm, from April 2004 until September 2004, and as a Managing Director for the firm from November 2002 to March 2004. Prior to joining H&Q Asia Pacific, Dr. Park served as President and CEO of Hynix Semiconductor Inc. from March 2000 to May 2002, and from June 2000 to May 2002 he also served as its Chairman. Within the past five years, Dr. Park has served as a member of the boards of directors of Computer Sciences Corporation, SMART Modular Technologies, Inc., Brooks Automation, Inc., Enphase Energy, Inc. and Ballard Power Systems, Inc.

To view Dr. Chong Sup Park’s full bio, click here.

 

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Laurie Yoler

Independent Board Director and Strategic Advisor

Laurie Yoler is an experienced board director and strategist skilled in advising companies and founders in imagining, building, and scaling disruptive technologies.  Ms. Yoler has served on the boards of public, private and non-profit organizations. Most notably, she served as a Founding Board Member of Tesla Motors, serving on the board of directors from the earliest days, and on the board of advisors through taking the company public. She also served on the board of Interactive Investor International in London, through taking the company public, and until its acquisition by AMP Bank. She currently serves on the board of directors of Zoox, Noon Home and the Computer History Museum, and on the advisory boards of Accenture, Platform Science, Precise.ly, and AI4All.

To view Laurier Yoler’s full bio, click here.

 

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Debra Zumwalt

Vice President and General Counsel, Stanford University; Director, Exponent, Inc. and Huron Consulting

Debra Zumwalt is the Vice President and General Counsel for Stanford University and responsible for the legal work for Stanford University, Stanford Health Care and Lucile Packard Children’s Hospital. Ms. Zumwalt was a partner at Pillsbury Winthrop LLP from 1993-2001. She specialized in complex civil litigation and higher education law. She was the managing partner of the Silicon Valley office and a member of the firm’s governing board. Between 1987 and 1993, Ms. Zumwalt was a Senior University Counsel at Stanford. In this role, she was responsible for advising and representing the University in connection with congressional hearings with the government concerning federal payments for research.