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Condos on Lanai, Private Planes, and Electric Cars: Judicial Views of Purported Conflicts Among Silicon Valley Directors

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

Condos on Lanai, Private Planes, and Electric Cars: Judicial Views of Purported Conflicts Among Silicon Valley Directors

7:30am - 8:00am | Continental Breakfast and Networking

8:00am - 9:30am | Program

What do airplane co-ownership, condominiums on Lanai, and electric cars have in common? Recent Delaware court decisions involving these situations have concluded that directors cannot be considered independent for the purpose of certain transactions. Director independence and potential conflicts of interest have historically focused primarily on relationships with the company itself, but recent cases demonstrate that companies need to be much more aware of and concerned about interlocking business, investment, and social relationships outside of the boardroom. The panel will discuss:

  • Situations where independence issues can arise and pose director liability concerns;
  • Evolving judicial views on director independence and recent case law involving Oracle, Tesla, and Zynga;
  • Tips and best practices for understanding business and personal relationships among directors, anticipating potential conflicts, and avoiding pitfalls; and
  • Implications for board and committee composition

Michael Callahan

Professor of the Practice of Law and Executive Director of the Rock Center


Michael Callahan is the executive director of the Arthur and Toni Rembe Rock Center for Corporate Governance and Professor of the Practice of Law. In this role, Callahan brings more than 20 years of corporate and general counsel experience to the Rock Center’s mission to advance the understanding and practice of corporate governance. 

To view Michael Callahan's full bio, click here.



Joseph A. Grundfest

W.A. Franke Professor of Law and Business and Senior Faculty, Rock Center

Joseph A. Grundfest, JD ’78, is a nationally prominent expert on capital markets, corporate governance, and securities litigation. His scholarship has been published in the Harvard, Yale, and Stanford law reviews, and he has been recognized as one of the most influential attorneys in the United States. Professor Grundfest founded the award-winning Stanford Securities Class Action Clearinghouse, which provides detailed, online information about the prosecution, defense, and settlement of federal class action securities fraud litigation..

To view Joseph A. Grundfest's  full bio, click here.



Katherine Henderson

Partner, Wilson Sonsini Goodrich & Rosati

Katherine Henderson is a partner in the San Francisco office of Wilson Sonsini Goodrich & Rosati. Her practice focuses on corporate governance, the navigation of corporate fiduciary duties, and the representation of companies and their officers and directors in stockholder class actions, derivative suits, and complex commercial litigation.

To view Katherine Henderson's full bio, click here.


Penelope Herscher

Director - Faurecia SA, Lumentum Operations LLC, PROS, and Verint

Penelope Herscher joined the PROS Board of Directors in 2018. She is a seasoned technology public company board director, executive and entrepreneur. Herscher has more than 15 years of experience as a high-tech CEO in Silicon Valley and more than 10 years of experience serving on public company boards of directors. She serves on the boards of directors of Faurecia SA (EPA:EO), Verint (NASD:VRNT) and Lumentum Operations LLC (NASD:LITE).

To view Penelope Herscher's full bio, click here.