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SVDX Presents: Two Classes of Common Stock: Qui Bono?


March 21, 2013 7:30am - 9:30am

Room Offsite

Sponsored by the Stanford Rock Center for Corporate Governance and the Silicon Valley Director's Exchange, Inc (SVDX).

7:30-8:00 a.m. Continental Breakfast
8:00-9:30 a.m. Program

In light of the IPO's and subsequent performances of Facebook, Groupon, Zynga, etc., there has been renewed discussion in The Valley of whether two classes of common stock, that places control of the Board in the hands of the Founders and not the investors, benefits the investors or just entrenches Management. The argument in favor of two classes of common is that it allows the Founders to run the company without interference from activist shareholders who are "short-termers." The argument against is that a Founder who is a poor CEO cannot be removed by the Board -- and hiring the firing the CEO is the raison d'etre of a corporate Board. Our panel of seasoned experts hold divergent views on this topic. Please attend and join in the conversation.

Katie Martin is a senior partner at Wilson Sonsini Goodrich & Rosati, specializing in corporate and securities law. Katie has represented numerous public companies in SEC compliance, corporate governance, '33 and '34 Act issues and mergers and acquisitions. She has also represented underwriters in both public offerings and private equity financings.

Andrew Shapiro is the founder and CEO of Lawndale Capital Management, an investment advisor that manages small- and micro-cap activist hedge funds. In addition, Andy has served as a director or observer on portfolio company boards and debt and equity bankruptcy committees. Business Week called Andy "the Gary Cooper of Governance."

Janice Hester Amey is a portfolio manager at CalSTRS in its corporate governance group. Established more than 90 years ago, CalSTRS serves over 800,000 members with assets in excess of $175 billion. Janice is responsible fordevelopment of policies relative to investment managers.

Jim Balassone directs the business ethics program at the Markkula Center for Applied Ethics at Santa Clara University. Jim works with boards, C-Suite executives and non-profit advisory boards on topics of business ethics, obstacles to effective ethical behavior and campaigns for improving ethical culture.

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

Silicon Valley Directors' Exchange, Inc.
P.O. Box 562
Los Gatos, CA 95031-0562
(408) 354-8854

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