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Dealing with “Imperious” CEOs: What Boards Need to Do to Protect Enterprise Value

  • Santa Clara University School of Law 500 El Camino Real Santa Clara, CA 95053 United States (map)

Dealing with “Imperious” CEOs: What Boards Need to Do to Protect Enterprise Value

No board wants to be blindsided by media reports of improper CEO behavior or misconduct. Silicon Valley companies are no strangers to CEOs who overreach or otherwise succumb to personal vices or exhibit idiosyncratic behavior that can result in reputational damage to the enterprise or worse. How do boards effectively deal with "imperious" CEOs? Boards need to know what questions to ask, what red flags require additional scrutiny, what blind spots exist (both on the board and the CEO), while at the same time how not to antagonize or undermine an otherwise effective, high performing CEO. 

One specific issue on the minds of boards is to be able to detect whether there are #MeToo problems involving the CEO or other key members of the executive team and how to address those issues and protect corporate value. Our panel of experts will examine #MeToo behavior among other instances of misconduct or misbehavior, examine the full ramifications of such misconduct or misbehavior and help board members develop a framework for navigating discrete issues, while offering constructive and nuanced guidance. 

Important: Please note the change of venue for this program.
Charney Hall is the first building on your right as you enter the main entrance to SCU on Palm Drive. Parking is available on campus for $5. Please check in with the guard desk on Palm Drive. Campus directions can be found at Street parking is available on the north side of the SCU campus along Franklin Street and surrounding 

SVDX extends its greatest appreciation to this program's co-hosts: Santa Clara University School of Law and the Markkula Center for Applied Ethics.


David J. Berger

Partner, Wilson Sonsini Goodrich & Rosati

David is a litigation partner at Wilson Sonsini Goodrich & Rosati and a leader in the firm's corporate governance and shareholder activism practices, representing directors, enterprises, and stockholders on fiduciary duty and corporate control issues, among others.

To view David Berger's full bio, click here


Carrie H. Cohen

Partner, Morrison & Foerster

Carrie is a partner with Morrison & Foerster in its Investigations + White Collar Defense Group where she co-chairs its Workplace Misconduct Task Force and routinely advises and represents Boards and C-Suite executives in sensitive investigative matters. Carrie is a former federal and state prosecutor having served in the United States Attorney’s Office for the Southern District of New York and the New York State Attorney General’s Office.

To view Carrie Cohen's full bio, click here


Lee Hanson

Vice Chairman, Heidrick & Struggles

Lee Hanson is a vice chairman in Heidrick & Struggles' San Francisco and New York offices, and a senior member of the global Financial Services and Chief Executive Officer & Board of Directors practices, specializing in the private equity & venture capital, investment banking, asset management, and hedge fund industries.

To view Lee Hanson's full bio, click here


David G. Yosifon

Professor of Law, Santa Clara University School of Law

David is a Professor of Law at Santa Clara University Law School, where he teaches Business Organizations and Professional Responsibility and focuses his scholarship on corporate governance law and corporate social responsibility.

To view David Yosifon's full bio, click here