Governance Fundamentals: Understanding Your Company’s Mechanics and Benchmarking

​In recent years, companies have faced increasing pressure on governance issues beyond majority voting, such as the advent of proxy access and enhanced scrutiny on board composition, including director tenure, over-boarding, and diversity, particularly in light of California’s legislation mandating gender diversity. In addition, complex activist investor financial strategies have made it prudent for companies to adopt mandated disclosure around derivative instruments and for board nominees to express an intent to serve a full term and disclose all relevant compensatory arrangements. Conversely, many companies have sought to designate Delaware as the exclusive forum for stockholder dispute resolution, but Delaware has vetoed a ‘loser pays’ system. What is the “right” mix of governance features, particularly for companies with a single class of common stock?  And on which issues do board members really need to be focused? Join us for a lively, practical discussion on governance features and stockholder engagement.

Ed Batts

Partner, Orrick

Ed Batts leads Orrick’s global M&A and Private Equity practice group, which includes more than 60 partners globally dedicated to acquisitions and divestitures on behalf of strategic and financial sponsors alike. Orrick consistently ranks as one of the top law firms globally for M&A deal volume by delivering business acumen in the Technology, Energy & Infrastructure and Finance sectors

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Karen Francis

Lead Independent Director, Telenav

Karen C. Francis is a Strategic Advisor, Board Director and Investor based in Silicon Valley.  As an experienced CEO who has bridged manufacturing, marketing, and technology industries throughout her career, she brings broad expertise and perspective to the emerging business opportunities being created globally through innovation and technology.

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Rob Zivnuska

Managing Director, PJT Camberview

Before joining PJT Camberview, Mr. Zivnuska served as head of the Americas Corporate Governance and Responsible Investment team at BlackRock. In that role, he managed all aspects of the corporate governance function for BlackRock’s equity investments in more than 5,000 companies based in North and South America.

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