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September
27, 2002 |
Panel
Discussion Topic:
Risk Considerations on Board Roles
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Being on boards of companies has always carried with it responsibilities,
rewards and risks. In today's environment of heightened attention
to the responsibilities of corporate governance, investors and others
who are on corporate boards need to inform themselves of their responsibilities,
as well as liability considerations. Legislation concerning members
of boards at public companies is changing rapidly.
- How should this affect people's considerations as they sit
on boards of private companies?
- What are the limits of D&O insurance?
- What kinds of personal liabilities may board members be exposed
to?
- What are some of the practices to adopt, and pitfalls to avoid?
We have invited two people familiar with these issues to serve
as panelists in an interactive dialogue with the VC community on
this topic. Tim Moore is a longtime practicing attorney from Cooley
Godward who advises many technology companies and venture capitalists
on corporate matters. Jonathan Legge is a specialist from Marsh
McLennan whose particular area of focus concerns D&O, fiduciary
duty and employment practice liabilities.
Timothy J. Moore, Partner - Cooley, Godward, Tate &
Huddleson
Timothy J. Moore is a partner in the Business department of Cooley,
Godward, Tate & Huddleson. He joined Cooley in 1997 and is resident
in the Palo Alto office.
Mr. Moore focuses his practice on the representation of emerging
technology companies and other high growth companies, together with
the venture capital and investment banking firms that do business
with these companies. Mr. Moore's areas of expertise include venture
capital financing for emerging companies and investors; technology
licensing, development and product distribution agreements and other
contracts relating to the acquisition, sale and licensing of proprietary
rights; general counsel representation for various emerging and
public companies; public offerings of securities for both underwriters
and companies; and mergers and acquisitions of public and private
companies.
Mr. Moore received a J.D. from Stanford Law School in 1985. He received
a B.A. in Economics, with distinction, from Stanford University
in 1979. He was named to Phi Beta Kappa and Pi Mu Iota.
Mr. Moore has also served as Vice President, Strategic Investments
and General Counsel of Verity, Inc., and as Vice President, Strategic
Alliances and General Counsel of Noosh, Inc. Prior to Mr. Moore's
association with Verity, he practiced at Gray Cary Ware & Freidenrich
in Palo Alto, where he was elected partner in 1991 and was a member
of the Compensation Committee.
Jonathan S. Legge, Sr. Vice President, J&H Marsh &
McLennan, Private Equity and M&A Services (FINPRO) Jonathan
Legge is a Senior Vice President in the FINPRO group at Marsh McLennan.
He works in the San Francisco office, where he is responsible for
coordinating Risk Evaluation Group/FINPRO efforts for the Western
United States and developing products for the Mergers & Acquisitions
community. Prior to this, Mr. Legge worked in the group's New York
office developing many of the M&A products and coordinating
the initial product launches.
Prior to his time in New York, Mr. Legge managed FINPRO's Stamford,
CT, office focusing on financial programs for the middle-market
venture capital industry. His area of expertise is specialty insurance
products such as Directors & Officers Liability, Professional
Liability, Fiduciary Liability and Employment Practice Liability.
In addition, Mr. Legge is a core member of the Financial Products
team and provides risk advisory services to Marsh & McLennan
clients globally in this area. He also acts as a technical resource
to the Marsh & McLennan Network in this capacity and is involved
in the design, development and implementation of Financial Products.
Before coming to J&H Marsh & McLennan, he served as a Regional
Manager with AIG in both the Commercial and Financial Institution
Group in New York and San Francisco, where he was responsible for
National Accounts.
Mr. Legge received a Bachelor of Arts degree in English Literature
from Drew University
in 1991.
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