Mark Lonergan joins ICGN panel with Larry Sonsini and Joe Grundfest

The Inter­na­tion­al Cor­po­rate Gov­er­nance Net­work (ICGN) held its 2016 annu­al con­fer­ence in San Fran­cis­co at the Fair­mont Hotel on June 27^th – 29^th. 

On Tues­day, June 28, Mark Lon­er­gan joined 5 oth­er speak­ers in the Ple­nary Ses­sion ​“Sil­i­con Val­ley board­rooms: dis­tinc­tive dynam­ics in cor­po­rate gov­er­nance.” The pan­el was focused on explor­ing grow­ing trends in cor­po­rate gov­er­nance among lead­ing pub­lic com­pa­nies in the Sil­i­con Valley. 

The oth­er pan­elists includ­ed Lar­ry Son­si­ni (Founder, Senior Part­ner @ Wil­son Son­si­ni), Joe Grund­fest (Fac­ul­ty Direc­tor and co-Founder, Rock Cen­ter at Stan­ford), Aeisha Mastag­ni (Cal­STRS), Suzan Miller (Cor­po­rate Sec­re­tary and Deputy Gen­er­al Coun­sel, Intel). Group was chaired by Abe Fried­man, Man­ag­ing Part­ner at Camberview.

• The great reduc­tion in the num­ber of pub­licly trad­ed com­pa­nies was the first top­ic. Local­ly, Sil­i­con Val­ley com­pa­nies are much more reluc­tant to go pub­lic than they were 10 years ago, dri­ven by reg­u­la­to­ry costs and the added expense of being a pub­lic com­pa­nies. M&A events have often yield­ed far greater returns to ven­ture investors than IPOs, with short­er time­frames and more cer­tain outcomes.
• The grow­ing trend of com­pa­nies fil­ing for IPOs with terms requir­ing that a major­i­ty of vot­ing stock remain in the hands of the CEO/​Chairman/​Founder was the seond top­ic. Com­pa­nies dis­cussed includ­ed: Google/​Alphabet, Net­flix, Face­book, GoPro, and Zyn­ga. The effect of exec­u­tive vot­ing con­trol over the gov­er­nance role of the inde­pen­dent board direc­tors was hot­ly debated.
• Tenure — both of board mem­bers and of the hold­ers of pub­lic com­pa­ny stock was the third top­ic. With respect to board mem­bers, stud­ies have shown that com­pa­nies do less well when their board mem­bers aver­age 10+ years on the boards of com­pa­nies. The prac­ti­cal chal­lenges of board mem­bers stay­ing ​‘too long’ were dis­cussed. New laws in France and else­where give ​‘weight­ed votes’ to share­hold­ers in pro­por­tion to how long they hold their shares.

The ICGN Con­fer­ence was host­ed by CaIPERS & CaISTRS. The theme for 2016 was ​“pro­mot­ing long-term think­ing and behav­iour for sus­tain­able cap­i­tal markets.”

• Inte­grat­ing sus­tain­abil­i­ty prin­ci­ples to ensure long-term development
• Accel­er­at­ing board diver­si­ty in a US context
• Gov­er­nance evo­lu­tion and emerg­ing ESG risks in Asia-Pacif­ic (APAC) markets;
• Polit­i­cal lob­by­ing and dona­tions: effec­tive­ness of dis­clo­sure to mit­i­gate pow­er and influence?