Date TBD

14th Annual Goodwin Directors Forum

Mandarin Oriental Boston
Due to the ongoing ramifications of COVID-19 and Goodwin’s focus on helping clients navigate the potential effects of the outbreak on their businesses, our 14th Annual Directors Forum is postponed to a later date. Please check back for more details. Please contact us if you have any questions or would like to be added to our invitation list. Please note this event is intended only for C-level management (or equivalent) and directors of public companies.

Venue

Our Directors Forum events are held at the Mandarin Oriental Boston. Holding both the AAA Five Diamond and the Forbes Five-Star awards Mandarin Oriental, Boston enjoys a coveted location in beautiful Back Bay. With a sophisticated yet relaxed atmosphere, the hotel offers the perfect blend of luxury and style.

776 Boylston St
Boston, MA 02199
United States

Get Directions

About Us

At Goodwin, we partner with our clients to practice law with integrity, ingenuity, agility and ambition. Our 1,200-plus lawyers across the United States, Europe and Asia excel at complex transactions, high-stakes litigation and world-class advisory services in the technology, life sciences, real estate, private equity, and financial industries. Our unique combination of deep experience serving both the innovators and investors in a rapidly-changing, technology-driven economy sets us apart. Contact us if you have any questions about the Directors Forum.

PAST FORUMS

13th annual directors forum

Goodwin’s 13th Annual Directors Forum focused on how board of directors can embrace change and explore “out of the box” thinking. The threat of disruption from technological innovation is as persistent as it is unpredictable. But an informed and involved board of directors can help a company stay ahead of disruptors of the curve while remaining true to its mission.

  • We started with Aaron von Staats, Executive Vice President and General Counsel of PTC, a global software company discussed technology disruption and business model changes. He also provided a demo of one of PTC’s proprietary augmented reality software.
  • Having served on boards of Service Corporation International, Sprint and Xerox, Sara Martinez Tucker shared her view on the importance of seeking outside perspectives to stay ahead of competition and emerging technologies.
  • James Geraghty, chairman of Idera Pharmaceuticals, Orchard Therapeutics and Pieris Pharmaceuticals as well as Director of Voyager Therapeutics, discussed his relationship with the legendary Henri Termeer, founder and longtime Genzyme CEO and board chairman.
  • Jeffrey Marrazzo, Co-Founder, CEO and Director of Spark Therapeutics, then walked through how he and his board handled an unsolicited takeover bid and how they ultimately negotiated a significantly higher purchase price with Goodwin advising throughout the process.
  • Stuart Cable, chair of Goodwin’s M&A and Corporate Finance practices for the firm’s Technology and Life Sciences groups, and Lisa Haddad, co-chair of the firm’s M&A/Corporate Governance practice, led a “gameshow” discussion with audience members providing real-time answers to probing question.
  • We ended with Dr. Atul Gawande, a surgeon, writer, and public health leader, is CEO of Haven, a non-profit health care venture. He discussed how the cost of healthcare is creating a global crisis, forcing society and individuals to confront whether they can afford the care physicians provide.

 

Registration and Breakfast

7:30 - 8:00 am

Welcome Remarks

8:00 - 8:15 am

Reality Bites: A View of Augmented Reality and Other Disruptive Technologies

8:15 - 8:45 am

  • Aaron von Staats, Executive Vice President and General Counsel of PTC Inc.
  • Stephen Charkoudian, Partner, Goodwin

Been There, Done That: Tales from the Boardroom

8:45 - 9:30 am

  • Sara Martinez Tucker, Director of American Electric Power Co., Inc., Service Corporation International, Sprint Corporation and Xerox Corporation
  • Lisa Haddad, Partner, Goodwin

Mission Critical: The Importance of Mission and Culture

9:30 - 10:15 am

  • James Geraghty, Chairman of the Board of Idera Pharmaceuticals, Inc., Orchard Therapeutics plc, and Pieris Pharmaceuticals, Inc. and Director of Voyager Therapeutics, Inc.
  • Stuart Cable, Partner, Goodwin

Networking Break

10:15 - 10:30 am

When a Spark Leads to Fire: The Story of Spark Therapeutics

10:30 - 11:15 am

  • Jeffrey Marrazzo, Co-Founder, Chief Executive Officer and Director of Spark Therapeutics, Inc
  • Stuart Cable, Partner, Goodwin
  • Lisa Haddad, Partner, Goodwin

Goodwin Governance Board Games

11:15 am - 12:15 pm

In this interactive session, we will discuss specific issues facing Boards of Directors today – game-show style. As a member of the Board and player, you’ll be tasked to handle hypothetical situations based on actual events. What better way to think outside of the box than answering multiple choice questions! Your hosts will be Stuart Cable and Lisa Haddad.

Lunch and Keynote Speaker

12:15 - 1:30 pm

We are pleased to welcome Atul Gawande, MD, MPH, to our 2019 program. Dr. Gawande is a surgeon, writer, and public health leader. For more than two decades, Dr. Gawande has straddled the intersection of direct patient care and population-impact, asking a fundamental question: How do we fix health care systems to deliver better care for every person everywhere? In 2018, Dr. Gawande was named Chief Executive Officer of Haven, the non-profit health care venture formed by Amazon, Berkshire Hathaway, and JPMorgan Chase to deliver better outcomes, satisfaction, and cost efficiency in care.

ATUL GAWANDE, MD, MPH | Cynthia and John F. Fish Distinguished Chair in Surgery, Brigham and Women’s Hospital; Professor, Harvard Medical School; CEO, Haven


For more than two decades, surgeon, writer, and public health leader Atul Gawande has straddled the intersection of direct patient care and population-level impact, asking a fundamental question: How do we fix health care systems to deliver better care for every person everywhere? With his insistence that solutions must be simple, affordable, and scalable across diverse settings, Gawande is widely recognized for leading the development of system innovations that have improved care for hundreds of millions of patients globally. Through Ariadne Labs, the center he founded at Brigham and Women’s Hospital and the Harvard T.H. Chan School of Public Health, Gawande and his team have fostered a new discipline of health systems innovation to reduce suffering and save lives at large scale. Now, as the CEO of the Amazon, Berkshire Hathaway, and JPMorgan Chase health organization, he is developing scalable solutions for health care delivery demonstrated to achieve better outcomes, more satisfaction, and greater cost efficiency with their population of more than one million employees and family members. At the heart of his work is a commitment to the highest principle of medicine: All people have lives of equal worth.

JAMES GERAGHT | Chairman of the Board, Idera Pharmaceuticals, Inc., Orchard Therapeutics Plc, and Pieris Pharmaceuticals, Inc.; Director, Voyager Therapeutics, Inc.


James Geraghty was appointed a member of the Board of Directors and Chairman of the Board in July 2013. Currently an Entrepreneur-in-Residence at Third Rock Ventures, Mr. Geraghty served as Senior VP, North America Strategy and Business Development at Sanofi, where he was a member of the Office of the CEO. Prior to joining Sanofi, he spent 20 years at Genzyme Corporation, where he helped introduce rare disease therapies around the world. His roles included Senior VP; President of Genzyme Europe, where he oversaw several new product launches; and General Manager of Genzyme’s cardiovascular business, where he guided the development of a recently approved antisense product. Mr. Geraghty also led strategic in-licensing transactions and divestitures. He was previously Chairman, President, and CEO of Genzyme Transgenics Corporation (now Revo Biologics), which he founded and took public. He also serves as Chairman of the Board of Juniper Pharmaceuticals and as a trustee of the Joslin Diabetes Center. He holds a J.D. from the Yale Law School, a Master of Science from the University of Pennsylvania, and a Bachelor of Arts degree from Georgetown University.

JEFFREY D. MARRAZZO Co-Founder, CEO and Director, Spark Therapeutics, Inc.


Jeff Marrazzo has led the creation and growth of Spark Therapeutics from a research center within the Children’s Hospital of Philadelphia to a fully integrated, commercial gene therapy company that is challenging the inevitability of genetic disease by discovering, developing and delivering potential treatments in ways unimaginable – until now. He also serves on Spark’s board of directors. Under Jeff’s leadership, Spark has received regulatory approval for the first gene therapy for a genetic disease approved in both the U.S. and EU, launched the first gene in the United States, and has established human proof-of-concept of Spark’s gene therapy platform in both the retina and liver. In the five years since founding Spark, Jeff has secured more than $1 billion in capital and built an organization of more than 325 colleagues. For two years running, Spark has been named to the top 10 of MIT Technology Review’s “50 Smartest Companies”. It’s also been recognized as one of 2018’s most innovative companies in Biotech by Fast Company. During a career that has spanned the public and private sectors, Jeff has consistently championed the potential benefits of precision medicine and healthcare reform for patients. Prior to Spark, he helped build the first genetic testing benefit management and pharmacogenomics medicines company up to and through the acquisition of a majority of the company's shares by CVS Caremark. Previously, Jeff served as an advisor to former Pennsylvania Governor Edward G. Rendell, where he led reforms in the financing and delivery of healthcare.

SARA MARTINEZ TUCKER Director, American Electric Power Co., Inc., Service Corporation International, Sprint Corporation and Xerox Corporation


Sara Martinez Tucker is the former chairman of The University of Texas System Board of Regents. Tucker currently serves on the Boards of Directors of American Electric Power, Nationwide, Service Corporation, International, Sprint and Xerox. Tucker also serves on the University of Notre Dame’s Board of Trustees. She previously served as CEO of the National Math + Science Initiative, an organization focused on improving student performance in science, technology, engineering and math (STEM). Prior to that, she served as the under secretary at the U.S. Department of Education. She was nominated to that post, the nation's top higher education official, by President George W. Bush. Prior to joining the Department, Tucker worked for nine years as the CEO and president of the Hispanic Scholarship Fund (HSF), where she pursued an aggressive goal to double the rate of Hispanics earning college degrees. Prior to joining HSF in 1997, Tucker spent 16 years at AT&T, becoming the first Latina to reach the company's executive level. In her last assignment at the company, she served as a regional vice president for AT&T's Global Business Communications Systems, where she led her division to its highest profit levels. She also served as vice president for Consumer Operations which served AT&T's 80 million consumers. Under her leadership, this group contributed to the division's receipt of the Malcolm Baldrige Quality Award.

AARON VON STAATS | Director, American Electric Power Co., Inc., Service Corporation International, Sprint Corporation and Xerox Corporation


Aaron von Staats is executive vice president, general counsel and secretary for PTC. In this position, Mr. von Staats is responsible for worldwide legal and compliance matters, including corporate governance, securities, compliance, mergers and acquisitions, intellectual property, technology licensing, litigation, employment, real estate and corporate subsidiary management. Mr. von Staats was appointed PTC’s General Counsel in 2003 after joining the company in 1997. Prior to joining PTC Mr. von Staats practiced as an associate with the Boston law firm Palmer & Dodge LLP. He began his legal career as a law clerk for the Honorable Paul J. Liacos, Chief Justice of the Massachusetts Supreme Judicial Court. Mr. von Staats is a member of the Association of Corporate Counsel, the American Bar Association and the Boston Bar Association. He also serves as a board member of the not-for-profit organization City Year Boston and as a board member of the Arts & Business Council of Greater Boston.

STUART CABLE | Partner, Goodwin


Mr. Cable is the chair of Goodwin’s Technology and Life Sciences M&A and Corporate Finance practice, and co-director of Goodwin’s Annual Directors Forum. He represents public and private companies involved in the life sciences and technology sector, as well as private equity and venture sources investing in such companies and investment banks serving such industries. Mr. Cable counsels boards of directors and management teams on corporate governance, mergers and acquisitions, and disclosure and securities law matters. In the course of his career, Mr. Cable has negotiated and executed over 300 M&A transactions. Mr. Cable also serves regularly as counsel to issuers in IPOs, follow-on offerings and convertible debt transactions, and acts regularly as counsel for the underwriters in such transactions.

LISA HADDAD | Partner, Goodwin


Ms. Haddad is co-chair of the firm’s Public M+A/Corporate Governance practice, co-chair of Women@Goodwin and co-director of Goodwin’s Annual Directors Forum. Her practice focuses on mergers and acquisitions, corporate governance, securities offerings, securities law compliance for public companies, and general corporate matters. Ms. Haddad has extensive experience in representing buyers and sellers in merger and acquisition transactions involving both public and private companies, especially in the life sciences and technology sectors. Ms. Haddad also advises public companies on a wide variety of corporate and securities matters, including offerings of equity and debt securities.

STEVE CHARKOUDIAN | Partner, Goodwin


Steve Charkoudian is a partner in Goodwin’s Strategic Technology Transactions and Licensing practice, a practice that he co-founded and led for 15 years. Mr. Charkoudian is a member of the firm’s Technology Companies group. He concentrates on technology, data and intellectual property transactions, including technology and data transfers and licensing; collaboration, strategic alliance and joint development agreements; open source issues; and due diligence and other intellectual property issues in joint ventures, mergers, acquisitions and venture capital and private equity transactions. He is a regular contributor to Founders Workbench and frequently speaks to start-ups and early-stage companies about IP issues. Mr. Charkoudian also co-chairs the firm’s Pro Bono Committee and serves on its Partnership Committee.

12th annual directors forum

Our 12th Annual Directors Forum focused on “doing the right thing” for the company and its shareholders. Applying this principle in today’s boardroom is far from simple. At last year’s forum, we explored the complexities through a series of role plays and other interactive sessions. To view video from select program segments, please see Privacy Please or the Governance Grab Bag:

REGISTRATION AND BREAKFAST

7:30am - 8:00am

WELCOME REMARKS

8:00am - 8:15am

SALUTING CORPORATE CITIZENSHIP

8:15am - 9:15am

In our first session we explored the innovative ways that companies are giving back to their communities and promoting the welfare of others. Whether in the form of corporate philanthropy or a heightened focus on corporate social responsibility, companies are seeking ways to make a positive social impact.

ROLE OF THE BOARD IN THE #METOO ERA

9:15 am-10:15am

This interactive session discussed issues faced by a Board of Directors when an allegation of sexual harassment has been made against an executive of the company. What is the right governance process? How do you navigate the employment law issues? What do you need to disclose and when? This session was led by Goodwin Partners Jennifer Fay and Deborah Birnbach.

NETWORKING BREAK

10:15am - 10:30am

PRIVACY PLEASE

10:30am - 11:00am

In this fireside chat, we discussed the relationship between a Chief Executive Officer and its Board of Directors in the context of a going-private transaction. Our guest was Josef von Rickenbach who served as Chairman and Chief Executive Officer of PARALEXEL International Corp. for over 35 years, including during its recent sale to Pamplona Capital Management.

DISRUPTION IN THE BOARDROOM (HOLLYWOOD-STYLE)

11:00am - 11:30am

Disruptive businesses are high risk / high reward propositions. Execution of the business model and and the ability to distribute or succeed in disrupting established models may present significant business and legal obstacles. This session, led by Goodwin Partner Neel Chatterjee, used several well-known television and movie clips to discuss a Board's responsibilities in this context.

GOODWIN GOVERNANCE CHALLENGE

11:15am - 12:30pm

In this interactive session, we discussed specific issues facing Boards of Directors today - game show style! Contestants determined how to handle hypothetical situations in their roles as members of the Board. How do you do the right thing when their isn't always one right answer? Goodwin Partners and Co-Directors of the forum, Stuart Cable and Lisa Haddad hosted this session.

LUNCH AND KEYNOTE SPEAKER

12:30pm - 1:30pm

CLOSING REMARKS

1:30pm - 1:45pm

HENRY TIMMS | President and CEO, 92nd St Y

 

As President and CEO of 92nd Street Y, Mr. Timms creates programs and movements that foster learning, civic responsibility, culture and innovation, both in New York City and around the world. Under his leadership, the 144 year-old institution was named to Fast Company’s “Most Innovative Companies” list. He is the founder of #GivingTuesday, a global philanthropic movement that engages people in close to 100 countries and has generated hundreds of millions of dollars for good causes. Mr. Timms’ work has been profiled in publications like the Harvard Business Review, and his most recent thinking with Jeremy Heimans on “new power” was featured as the Big Idea in HBR and by CNN as one of the ten top ideas to change the world in 2015. Mr. Timms is a Visiting Fellow at Stanford PACS Center on Philanthropy and Civil Society and a member of the World Economic Forum’s Network of Global Agenda Councils. In addition to being listed on The Nonprofit Times Power & Influence Top 50 for the past three years, Mr. Timms was named The Nonprofit Times Influencer of the Year in 2014.

DEBORAH S. BIRNBACH | Partner, Goodwin

 

Ms. Birnbach is co-chair of Goodwin’s Public M+A/Corporate Governance practice, and co-chair of Women@Goodwin. She counsels clients and their boards in managing and avoiding litigation risk, and her practice includes securities litigation, including class action defense; SEC, regulatory and internal investigations; M+A-related litigation; stockholder disputes; fiduciary duty claims; and proxy contests. Ms. Birnbach’s securities and shareholder litigation practice is national in scope and involves representing issuers and their directors and officers in securities and corporate governance matters across the country.

JEREMY HEIMANS | Co-Founder and CEO, Purpose

 

Jeremy Heimans is co-founder and CEO of Purpose, a home for building 21st century movements and crowd-based social and economic models to tackle the world’s biggest problems. In 2005, he co-founded GetUp, an Australian political organization and internationally recognized social movement phenomenon that today has more members than all of Australia’s political parties combined. In 2007, Jeremy was a co-founder of Avaaz, the world’s largest online citizens’ movement, now with more than 43 million members. In 2011, Jeremy received the Ford Foundation’s 75th Anniversary Visionary Award for his work as a movement pioneer and the World Economic Forum named him a Young Global Leader. He also serves as Chair of the Forum’s Global Agenda Council on Civic Participation. In 2012, Fast Company named him one of the Most Creative People in Business. The World e-Government Forum has named him as one of the top ten people who is changing the world of politics and the internet, and The Guardian named him one of the ten most influential voices on sustainability in the US.

JACK CONNORS JR. | Founding Partner and Chairman Emeritus, Hill, Holliday, Connors, Cosmopulos, Inc.

 

Mr. Connors is a founding partner and chairman emeritus of Hill, Holliday, Connors, Cosmopulos, Inc., a full-service marketing communications company. Under his leadership, Hill, Holliday evolved from a one-room shop, founded in 1968, to one of the top 20 advertising firms in the United States. Early in his career, Mr. Connors became interested and active in the philanthropic life of the city of Boston, serving on boards and leading civic campaigns. In fact, throughout Greater Boston, Mr. Connors is known for these efforts as well as for his business acumen. Boston Magazine named him one of the most powerful people in Boston, and he’s been a major force behind initiatives such as The Campaign for Catholic Schools, and The Edward M. Kennedy Institute.

As an articulate advocate for Boston’s world-class hospitals, Jack served as Chairman of the Board of Directors of Partners HealthCare System for 16 years and became Chairman Emeritus in July 2012. He has served on the Boston College Board of Trustees for over 30 years and was Chair of that board for two terms. He is a member of the Board of Directors of Partners-In-Health, the HomeBase Program, Beyond Conflict, the Board of Fellows at Harvard Medical School, and Board of Dean’s Advisors for the Harvard T.H. Chan School of Public Health. The charity that is perhaps closest to his heart is Camp Harbor View, a summer camp in Boston Harbor for inner city youth that he was instrumental in establishing.

ANN KLEE | Vice President of Environment, Health and Safety, General Electric Company; President, GE Foundation

Ms. Klee is the Vice President of GE’s Boston Development and Operations, and the global Environment, Health & Safety group. She also serves as President of the GE Foundation. Before coming to GE, Ms. Klee was a partner and co-chair of the Environmental and Natural Resources Group of Crowell & Moring LLP, based in Washington, DC. She spent over a decade in senior positions in the federal government, including as General Counsel of the U.S. Environmental Protection Agency, Counselor and Special Assistant to the Secretary of the U.S. Department of the Interior, and Chief Counsel to the Senate Committee on Environment and Public Works.

Ms. Klee has served on the Board of Trustees of the National Park Foundation, and is currently on the Boards of WGBH in Boston, Boston Harbor Now, the Green Ribbon Commission, the Center for Climate and Energy Strategies, the Environmental Law Institute, Yale Center for Business and Environment, and University of Pennsylvania Law School Board of Overseers.

STUART CABLE | Partner, Goodwin

Mr. Cable is the chair of Goodwin’s Technology and Life Sciences M&A and Corporate Finance practice, and co-director of Goodwin’s Annual Directors Forum. He represents public and private companies involved in the life sciences and technology sector, as well as private equity and venture sources investing in such companies and investment banks serving such industries. Mr. Cable counsels boards of directors and management teams on corporate governance, mergers and acquisitions, and disclosure and securities law matters. In the course of his career, Mr. Cable has negotiated and executed over 300 M&A transactions. Mr. Cable also serves regularly as counsel to issuers in IPOs, follow-on offerings and convertible debt transactions, and acts regularly as counsel for the underwriters in such transactions.

NEEL CHATTERJEE | Partner, Goodwin

Mr. Chatterjee is a partner in Goodwin’s Intellectual Property practice. An internationally recognized technology litigator and trial lawyer, Mr. Chatterjee has a proven track record of wins in hard-to-win technology cases. His cases often break new ground in undefined areas of the law. Clients frequently turn to Mr. Chatterjee shortly before trial to handle complex technology cases. He is tireless in his efforts to save companies and product lines, as well as to protect core technologies of his clients. A key strategist on complex litigation spanning multiple venues, Mr. Chatterjee simplifies extremely complex concepts to ensure that the judges and juries understand the key issues in the case. Mr. Chatterjee is committed to the community and engages in significant pro bono work. He has handled globally followed litigation involving civil rights issues for same sex couples, veterans’ rights, immigration rights and countless other issues.

ROB PEREZ | Founder and Chairman, Life Science Cares, Inc.

 

Mr. Perez is the executive chairman of Akili Interactive, a digital medicine company, and the former CEO of Cubist Pharmaceuticals. Mr. Perez is also the founder and managing partner of Vineyard Sound Advisors, LLC and founder and chairman of Life Science Cares, a collective effort of the life science industry to eliminate the impact of poverty in the greater Boston area.

Prior to joining Cubist Pharmaceuticals, Mr. Perez served as vice president of Biogen's CNS business unit, where he was responsible for leading the U.S. neurology franchise. Mr. Perez currently serves as a member of the board of directors of AMAG Pharmaceuticals, Zafgen, Spark Therapeutics and Unum Therapeutics. He is also a member of the Board of Trustees at The Dana Farber Cancer Institute.

JENNIFER MERRIGAN FAY | Partner, Goodwin

Ms. Fay is a partner in Goodwin’s Labor & Employment practice and a member of the firm’s Executive Committee. She focuses her employment law practice on servicing the firm’s technology, life sciences, private equity/venture capitalist and financial services clients, as a counselor, litigator and employment law compliance expert. Ms. Fay has developed a particular expertise in connection with CEO and other executive transitions, complex workplace investigations, and the development and implementation of proactive human resources strategies, including interactive workplace training. Ms. Fay dedicates much of her practice to investigations related to alleged discrimination/harassment, particularly in the #metoo era, ethics and policy violations, founders’ disputes and whistleblower claims. She is also a subject matter expert on gender pay equity issues.

REBEKA SALWASSER | Executive Director, Red Sox Foundation

 

Ms. Salwasser joined the Red Sox Foundation as the Executive Director in January of 2018. She brings extensive experience in philanthropy and both professional and semi-professional sports. After four years working as Community Relations Director for the Boston Celtics, Ms. Salwasser went on to lead Scholar Athletes as its Executive Director, a program that supports public high school athletes with both their athletic and academic achievements. Earlier in her career, Ms. Salwasser was a professional soccer player for the Boston Breakers and served as Executive Director of the Charlestown Lacrosse and Learning Center.

JOSEF VON RICKENBACH | Chairman and Former CEO, Parexel International Corp.

 

Mr. von Rickenbach took PAREXEL from its pioneering beginnings as one of the first clinical research organizations in the early 1980s to its place as one of the top three public biopharmaceutical services providers. He led PAREXEL through its IPO, multiple public offerings, and over 40 mergers and acquisitions during the Company’s 35-year history. Foreseeing the globalization of clinical research, Mr. von Rickenbach worked to expand PAREXEL’s global footprint to 86 locations in 51 countries.

Mr. von Rickenbach was twice Chairman of the Association of Clinical Research Organizations (ACRO) and was a founding member of the ACRO Board of Directors. Mr. von Rickenbach was named Executive of the Year in North America in the seventh annual International Business Awards, which celebrate managerial excellence worldwide. He serves on the Board of Directors of the NEHI (Network for Excellence in Health Innovation) and on the Health Policy and Management Executive Council of the Harvard School of Public Health. Additionally, he is a Vice Chair of CEOs Against Cancer, sponsored by the American Cancer Society New England Chapter, and serves on the Board of Advisors for the San Francisco-based Life Sciences Foundation, a nonprofit organization dedicated to preserving the history of biotechnology. He also has a long-standing association with the Biomedical Science Careers Program. He joined its Board in 1998 and was appointed Vice President in 2013.

LISA HADDAD | Partner, Goodwin

 

Ms. Haddad is co-chair of the firm’s Public M+A/Corporate Governance practice, co-chair of Women@Goodwin and co-director of Goodwin’s Annual Directors Forum. Her practice focuses on mergers and acquisitions, corporate governance, securities offerings, securities law compliance for public companies, and general corporate matters. Ms. Haddad has extensive experience in representing buyers and sellers in merger and acquisition transactions involving both public and private companies, especially in the life sciences and technology sectors. Ms. Haddad also advises public companies on a wide variety of corporate and securities matters, including offerings of equity and debt securities.

11th ANNUAL DIRECTORS FORUM

Goodwin’s 11th Annual Directors Forum took place on June 1, 2017 at the Mandarin Oriental Hotel in Boston, MA. This annual program is focused on issues affecting directors of public companies. At the 2017 forum, we took an inside-out look at the ever-changing landscape of public company boardrooms. Have you noticed that the person sitting next to you in the boardroom is Joanne not Joe? Have you been discussing things at board meetings like how cars can talk to washing machines or whether legalized gambling or marijuana may present a business opportunity? Has your board recently encountered a crisis situation as a result of a Tweet that went viral? One thing is for sure, this is not your father’s boardroom.

To view video from select program segments, please use the following links:

REGISTRATION AND BREAKFAST

7:30am - 8:15am

WELCOME REMARKS

8:15am - 8:30am

IS THIS SEAT TAKEN?: WOMEN AT THE HEAD OF THE TABLE

8:30am - 9:30am

In our first session, we will discuss the changing composition of the board of directors and c-suite with several prominent women directors and executives, including what it is like to be the only woman in the room. Our guests will include:

TALES FROM THE BOARDROOM (WITH NAMES CHANGES TO PROTECT THE INNOCENT)

9:30am - 10:15am

The guest for our second session will be Stephen Berenson, Former Vice Chairman of Investment Banking at JPMorgan Chase & Co., who recently retired after more than three decades with JPM. Mr. Berenson will share with us what it has been like to be the principal advisor to the board, how the dynamics have changed over his career, and what lessons he has learned.

  • Nanci Caldwell, Director of Canadian Imperial Bank of Commerce, Citrix Systems, Inc., Donnelley Financial Solutions, Inc., Equinix, Inc. and Talend SA
  • Lisa Hook, President, Chief Executive Officer and Director of NeuStar, Inc. and Director of Vantiv, Inc.

NETWORKING BREAK

10:15am - 10:30am

NEW FRONTIERS IN CAPITALISM

10:30am - 11:15am

In several fireside chats, we will explore business opportunities that would have never appeared on board agendas of the past, including the special challenges involved in being a pioneer in a new or regulated industry. Our guests will include:

  • Kevin Fisher, Former Chairman of the U.S. Marijuana Industry Group and Founder of State-Authorized Marijuana Businesses in Colorado and Massachusetts
  • Jason Robins, Chief Executive Officer of DraftKings Inc.

GOODWIN GOVERNANCE CHALLENGE

11:15am - 12:30pm

In this interactive session, we will discuss specific issues facing boards of directors today – game-show style! As the contestant, you will need to determine how to handle hypothetical situations (inspired by actual events) in your role as a member of the board. Your hosts will be Stuart Cable and Lisa Haddad, Goodwin partners and Co-Directors of the forum. All contestants will receive fabulous parting gifts.

LUNCH SPEAKER - MARK KING, PRESIDENT, ADIDAS GROUP NORTH AMERICA AND CHAIRMAN, TAYLORMADE GOLF COMPANY

12:30pm - 1:30pm

We are pleased to welcome Mark King, President, adidas Group North America and Chairman, TaylorMade Golf Company, to the 2017 forum. Mr. King has been profiled in some of the nation’s top business and industry publications including The Harvard Business Review, FORTUNE, The Wall Street Journal, Sports Business Daily, Footwear News and Brandweek. Learned from his nearly 40-year sports business career, Mark believes great companies aren’t about brands or products or even strategies. The only thing that allows a company to sustain success over a long period of time is the quality of people you have and the environment you create. He believes in creating the right atmosphere to unleash people’s potential and make extraordinary happen.

CLOSING REMARKS

1:3pm - 1:45pm

DAVID J. APFEL | Partner

 

David Apfel, a partner in Goodwin's Financial Industry, Government Investigations and Enforcement and White Collar Defense practices, is a former federal prosecutor who specializes in white collar criminal defense, SEC and other government investigations, internal corporate investigations, and bet-the-company civil business litigation. Mr. Apfel has been regularly recognized by Chambers USA as a leading white collar criminal defense attorney, and he is noted in The Best Lawyers in America, and perennially recognized as a “Super Lawyer” by Boston Magazine. He is a trial lawyer who represents corporations and individuals in an array of criminal and civil cases, ranging from Medicaid fraud to first degree murder, and insider trading to multi-billion dollar mortgage-backed securities litigation. Mr. Apfel is a founder of the firm’s White Collar Crime & Government Investigations Practice. He is also the founder and co-chair of the firm’s Gaming, Gambling & Sweepstakes Practice, and regularly advises companies on gaming and gambling regulatory matters. In addition, Mr. Apfel has a pro bono practice in which he represents indigents in federal criminal cases and state murder prosecutions.

STEPHEN BERENSON | Former Vice Chairman of Investment Banking, JPMorgan Chase & Co.

 

Berenson retired from JPMorgan in January 2017 after more than three decades with the firm. He helped the firm establish its investment banking franchise, and held roles including head of Latin American M&A, head of equity capital markets in Europe, the Middle East and Africa and co-head of equity derivatives in the Americas. Berenson later joined the technology, media and telecom coverage group and was global co-head of technology investment banking.

STUART CABLE | Partner, Goodwin

Mr. Cable is the chair of Goodwin’s Technology and Life Sciences M&A and Corporate Finance practice, and co-director of Goodwin’s Annual Directors Forum. He represents public and private companies involved in the life sciences and technology sector, as well as private equity and venture sources investing in such companies and investment banks serving such industries. Mr. Cable counsels boards of directors and management teams on corporate governance, mergers and acquisitions, and disclosure and securities law matters. In the course of his career, Mr. Cable has negotiated and executed over 300 M&A transactions. Mr. Cable also serves regularly as counsel to issuers in IPOs, follow-on offerings and convertible debt transactions, and acts regularly as counsel for the underwriters in such transactions.

NANCI CALDWELL | Director, Canadian Imperial Bank of Commerce, Citrix Systems, Inc., Donnelley Financial Solutions, Inc., Equinix, Inc. and Talend SA

 

Ms. Caldwell is the Former Executive Vice President and Chief Marketing Officer of PeopleSoft, Pleasanton, California (Human resources management software company) and member of Board of Directors of Citrix Systems, Inc. Since December 2015, Ms. Caldwell has served on the Board of Directors of Equinix, Inc., a publicly-traded IT data center company, as well as the Board of Directors of Canadian Imperial Bank of Commerce, a publicly-traded financial institution. Since November 2016, Ms. Caldwell has served on the Board of Directors of Donnelley Financial Solutions, Inc., a publicly-traded financial communications and data services company and since February 2017, Ms. Caldwell has served on the Board of Directors of Talend SA, a publicly-traded data integration company.

KEVIN FISHER | Former Chairman, U.S. Marijuana Industry Group; Founder, State-authorized Marijuana Businesses in Colorado and Massachusetts

 

Ms. Caldwell is the Former Executive Vice President and Chief Marketing Officer of PeopleSoft, Pleasanton, California (Human resources management software company) and member of Board of Directors of Citrix Systems, Inc. Since December 2015, Ms. Caldwell has served on the Board of Directors of Equinix, Inc., a publicly-traded IT data center company, as well as the Board of Directors of Canadian Imperial Bank of Commerce, a publicly-traded financial institution. Since November 2016, Ms. Caldwell has served on the Board of Directors of Donnelley Financial Solutions, Inc., a publicly-traded financial communications and data services company and since February 2017, Ms. Caldwell has served on the Board of Directors of Talend SA, a publicly-traded data integration company.

LISA HADDAD | Partner, Goodwin

 

Ms. Haddad is co-chair of the firm’s Public M+A/Corporate Governance practice, co-chair of Women@Goodwin and co-director of Goodwin’s Annual Directors Forum. Her practice focuses on mergers and acquisitions, corporate governance, securities offerings, securities law compliance for public companies, and general corporate matters. Ms. Haddad has extensive experience in representing buyers and sellers in merger and acquisition transactions involving both public and private companies, especially in the life sciences and technology sectors. Ms. Haddad also advises public companies on a wide variety of corporate and securities matters, including offerings of equity and debt securities.

LISA HOOK | President, CEO, and Director, Neustar, Inc; Director, Vantiv, Inc.

 

Ms. Hook has served as a director of Neustar since November 2010, as Chief Executive Officer since October 2010, and as President since joining Neustar in January 2008. Prior to joining Neustar, Ms. Hook served as President and Chief Executive Officer of Sunrocket, Inc., a voice over IP, or VOIP, service provider, from 2006 to 2007. From 2001 to 2004, she held several executive-level posts at America Online, Inc., a web services company, including President, AOL Broadband, Premium and Developer Services; President, AOL Anywhere; and Senior Vice President and Chief Operating Officer, AOL Mobile. After leaving America Online in 2004, Ms. Hook briefly consulted for AOL and served on various corporate boards. Earlier, she was partner at Brera Capital Partners, LLC and managing director at Alpine Capital Group LLC. Ms. Hook also served in executive and special advisory roles at Time Warner, Inc., was legal adviser to the Chairman of the Federal Communications Commission, and was a senior attorney at Viacom International, Inc. Ms. Hook also serves on the board of directors of Vantiv, Inc. and previously served on the boards of directors of RELX PLC, RELX NV and RELX Group plc (formerly, Reed Elsevier PLC, Reed Elsevier NV and Reed Elsevier Group plc, respectively) from 2006 to April 2016.

MARK KING | President, Adidas Group North America; Chairman, Taylormade Golf Company

 

As president of Adidas Group North America, Mark King oversees adidas in the U.S. and Canada and is responsible for driving the business and culture. Mark began his current role in June 2014. King has a long and successful track record with the adidas Group. He was with TaylorMade for 34 years, beginning his career in the early 1980s as territory sales representative. The adidas Group acquired TaylorMade in 1997 and King was elevated to president in 1999 and then CEO in 2002. Under King’s leadership from 1999 to 2013, TaylorMade became the leading and most profitable golf company in the world, with sales increasing from $300 million to $1.7 billion. Recently, King led the Adidas turnaround in North America, driving market share growth and creating a new energy for the business and culture. In 2016, Yahoo! named adidas “Sports Business of the Year” and Highsnobiety called Adidas the “Most Relevant Brand”. Footwear News named King “2016 Person of the Year” and Portland Business Journal named him “2016 Executive of the Year”. King was named one of Sports Business Journal’s 50 Most Influential People in Sports Business in 2015.

King is currently a board member of the Two Ten Foundation, which helps provide financial assistance to people across the footwear industry. King has been profiled in some of the nation’s top business and industry publications including The Harvard Business Review, FORTUNE, The Wall Street Journal, Sports Business Daily, Footwear News and Brandweek. He has also been the subject of the television show Undercover Boss and appeared on The Apprentice as a business role model. In 2001, King was named Golf industry’s “Executive of the Year” and was inducted into the University of Wisconsin-Green Bay Sports Hall of Fame in 2002. He served as chairman of the National Golf Foundation and has been consistently named of the ten most powerful people in Golf.

King believes growth is a cultural mindset that must be infused into the culture of every organization. He believes in setting big dreams and allowing people to drive the “how.” Throughout his career, he has learned that companies must drive talent-wide organizations and create environments that allow and encourage everyone to lead organizational and industry change. King attended Northern Illinois University for two years on a golf scholarship then transferred to the University of Wisconsin-Green Bay, from which he graduated in 1981 with a bachelor’s degree in Business Administration. Born and raised in Green Bay, Wisconsin, King is a self-proclaimed sports guy who played golf, basketball, football, baseball and hockey in high school. A father of two daughters, he resides in Portland, Oregon and Vista, California. Together with his daughters, he has raised more than $10 million for children charities around the world through their OneKind Foundation, positively impacting kids in Uganda, India, South Africa and across the United States.

June 7, 2016 – Boston, MA

Goodwin’s 10th Annual Directors Forum included an exciting program focused on innovation in the board room. Educational sessions included fireside chats featuring Google, GE and Elliott Management Corporation, a series of case studies presented in ‘lightning rounds’ and an engaging featured presentation by former President and Executive Chairman of ESPN, Mr. George Bodenheimer.

To view video from select program segments, please use the following links:

Goodwin’s 2015 Annual Directors Forum included four distinct program components covering a variety of topics of interest to board members of public companies. The 9th Annual event featured the following educational sessions:

  • A Foundational Transaction
  • Cybersecurity: Not If, But When
  • Sitting at the Head of the Table

In addition, we welcomed UCLA Professor, Jerry Kang, who offered an engaging and interactive session on implicit bias and diversity in the boardroom.

June 5, 2014 – Boston, MA

Our 2014 event featured a series of three ‘fireside chats’ in which participants, including former Chairman of the Board and Chief Executive Officer, Onyx Pharmaceuticals, Inc., Tony Coles, shared their experiences ranging from selling their companies to creating strategic partnerships to dealing with director conflicts. In addition, our 8th Annual Directors Forum featured a panel, moderated by Goodwin’s Wayne Budd, on the importance of creating and maintaining board diversity. View the complete 2014 program agenda.

May 21, 2013 – Boston, MA

Our Forum this year was once again focused on education on a wide variety of topics geared specifically at those who sit on the boards of directors of public companies.

The 2013 event was comprised of three interactive sessions and a dynamic panel centered on the public/private partnership that created and is managing the One Fund charitable organization set up following the Boston Marathon bombings on April 15, 2013.

Our “Company for Sale? Responding to an Unsolicited Offer” session explored what happens when a casual inquiry leads to an offer to buy the company, how should the Board respond? Fiduciary duties of the directors in this context, what it means to do a “market check,” and how the Board can effectively manage the process were all included in the discussion.

The “Cybersecurity…it’s not just for CIOs anymore” panel covered how a company’s “crown jewels”—intellectual property, customer relationships, corporate plans, all reflect on its reputation in the marketplace—on the line, cyber attacks and cyber security deserve the Board’s attention. This panel discussed the evolving nature of these risks, how companies can plan for them, and what to do if an attack happens.

Shareholder Activism & Proxy Contests” set the scene for an activist investor who issued a hostile press release attacking management and the Board, stating that the company should consider its “strategic alternatives,” and threatening a proxy fight. Now what? Various experts in the field explained the alternatives available to the company, what a proxy contest is and how to develop a “winning” strategy in activist situations.

Finally, our featured luncheon panel entitled “Building The One Fund” featured members of the Board of Directors, including representatives of John Hancock and Hill Holiday, Jack Connors, and the administrator of The One Fund. These key players joined the Honorable Mayor Thomas M. Menino, to discuss how The One Fund came together in a time of crisis and how highly successful the public/private partnership has been.

May 31, 2012 – Palo Alto, CA
June 6, 2012 – Boston, MA

The 6th Annual Directors Forum was designed specifically to address the issues faced by directors of public companies, as well as companies planning to go public in the near future. This year’s forum is comprised of three interactive sessions and, in Boston, a featured keynote speaker.

  • In the ‘The Role of the Board of Directors in Strategic Planning’ session, the focus was on the role of the Board of Directors in the strategic planning process, including the Board’s oversight of the company’s plans for growth.
  • Our ‘Tweet Responsibly: Managing Risk, Reaping Rewards Using Social Media’ panel examined the increasing popularity of social media in the business world and on what directors need to be aware of regarding the various technologies and their responsibilities in this ever-changing area.
  • IPO, no sale, no IPO, no sale…maybe both? In the ‘Navigating a Dual Track Process’ segment of the program, the presenters identified key considerations – including the impact of the new JOBS Act – companies should investigate when contemplating a dual-track strategy of an IPO and potential sale of the company.
  • Our Boston keynote address was given by Tuck School of Business strategy professor, Ron Adner. Adner addressed the various components of building and implementing a strategic plan as related to boards of directors.

Materials:

June 2, 2011 – Palo Alto, CA
June 9, 2011 – Boston, MA

Our 5th annual conference focused solely on issues affecting directors of public companies. Through keynote remarks, panel discussions and case studies, a variety of topics were addressed including: changes in the whistleblower law and the implications for public company directors, executive compensation issues resulting from Dodd-Frank and other SEC rule changes and the perils and pitfalls of public company M&A activity. This year’s forum comprised of three primary segments:

  • A Tale of Two Bidders: Responding to an Interloper
  • Executive Compensation: Changes & Challenges for 2011 and Beyond
  • Whistleblowers Under Dodd-Frank: Bounty Mutiny?

This keynote presentation, delivered by Matthew J. Slaughter, Associate Dean of the MBA Program at the Tuck School of Business at Dartmouth and former member of the Council of Economic Advisors, provided an overview of the findings of The Squam Lake Report. This report, which incorporates an immense depth of academic, private sector, and public policy experience and is co-authored by several of the country’s top economists, including Slaughter, contains urgent recommendations that will positively influence everyone’s financial well-being.

Our program faculty for these interactive sessions offered best practices in navigating board-related issues and shared lessons learned from fellow board members, educators and experts in corporate governance law.

Materials:

Remember when being a director of a public company seemed simple? When board meetings were dominated with the basics of how to increase revenue, lower costs and create shareholder value? When directors were able to be more proactive than reactive? Following another year of economic uncertainty and regulatory change, directors are increasingly occupied by matters outside of the company’s core business and strategy. Goodwin’s Fourth Annual Directors Forum, presented in conjunction with Dartmouth’s Tuck School of Business, focused on two of these areas:

  • Board Management: Politics, Policies and Public Perception
  • Crisis Management: How will you respond when the government comes knocking?

Our program faculty shared best practices in navigating these issues and lessons learned from your fellow board members and our experts in corporate governance law.

Presented in conjunction with Dartmouth’s Tuck School of Business, the event focused on a variety of strategic issues facing directors in 2009 and featured a mix of industry perspectives and small group sessions. Presenters included Sydney Finkelstein, the Steven Roth Professor of Management, and Paul Argenti, Professor of Corporate Communications, both with the Tuck School of Business. The keynote address was delivered by Jim Woolsey, Former Director, Central Intelligence Agency, Annenberg Distinguished Visiting Fellow with Stanford’s Hoover Institution, Venture Partner with VantagePoint and Of Counsel with Goodwin.

March 12, 2008 – Boston, MA

Presented in conjunction with Dartmouth’s Tuck School of Business, the event focused on the strategic and global issues facing public company directors. Presenters included Sydney Finkelstein, the Steven Roth Professor of Management at Tuck School of Business; William C. Taylor, founding editor of Fast Company and co-author of Mavericks at Work: Why the Most Original Minds in Business Win; and Matthew Slaughter, Professor of International Economics, Associate Dean of the MBA Program and Senior Associate Director for the Center of International Business at Tuck School of Business.