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Generalists vs. Specialists: Striking the Right Balance on Today's Boards

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Morrison Foerster and the Corporate Directors Forum invite you to join an engaging discussion on building boards of directors...

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<p><strong>Morrison Foerster and the Corporate Directors Forum</strong> invite you to join an engaging discussion on building boards of directors that are both effective and strategically aligned. Determining the ideal mix of directors can be challenging, particularly when determining whether organizations should prioritize broad, seasoned business judgment or specialized expertise in areas such as cybersecurity, financial reporting, technology, human capital, or industry-specific operations.</p><p>Our panel of directors and governance experts will examine how to strike the right balance between generalists and specialists, why sound business judgment remains essential, and how specialized expertise can deliver significant value—while also introducing unique challenges. We’ll explore how the optimal composition varies depending on company size, stage, and sector, from public to private entities, startups to established enterprises, and industries as diverse as biotech and consumer goods.</p><p>As board responsibilities broaden and professional specializations deepen, aligning the right mix of skills has never been more critical.</p><p><strong>Featured Speakers</strong></p><ul><li><strong>H. Thomas Felix III</strong>, Partner, Morrison Foerster</li><li><strong>Brandi Roberts, CPA</strong>, Chief Financial Officer, MindMed</li><li><strong>Lawrence A. Cunningham</strong>, Director, UD Weinberg Center for Corporate Governance</li><li><strong>Ashish Masih</strong>, President and CEO, Encore </li></ul><p><strong>Registration:</strong></p><p><a href="https://docs.google.com/forms/u/0/d/e/1FAIpQLSe1n3ZEsJEtD313u1kPPr_E2v23nmlXmO92bIiKVLViYdIvGA/viewform?pli=1" target="_blank">Corporate and Strategic Partner Members</a></p><p><a href="https://thecdf.clubexpress.com/content.aspx?page_id=4002&club_id=620013&item_id=2657522" target="_blank">Individual Members and Non-Members</a></p><hr>

<p>Generalists vs. Specialists: Striking the Right Balance on Today's Boards</p>

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<p>Tommy Felix is a partner in the firm’s Capital Markets and Public Company Advisory & Governance practices.</p><p>Drawing upon a wealth of experience advising public and private companies, private equity and venture capital firms, and investment banks, Tommy guides clients through complex transactional matters, including initial public offerings, debt and equity offerings, leveraged buyouts, mergers and acquisitions, SPAC transactions, and cross-border deals.</p><p>Tommy’s deep understanding of securities law issues and transactions, coupled with his ability to navigate intricate regulatory frameworks, enables him to provide strategic and practical solutions that align with his clients’ business objectives.</p><p>Tommy’s experience extends to advising on preferred stock issuances, private placements of debt and equity securities, public mergers and acquisitions, and innovative restructuring and liability management transactions, and spans diverse industries, including life sciences, biotechnology, gaming, industrials, healthcare, retail, technology, telecommunications, and transportation. </p><p>Tommy is a member of the Board of Directors of Corporate Directors Forum, which provides governance education and peer networking for corporate directors, and a member of The Century Club of San Diego, a nonprofit organization dedicated to supporting the local community and youth programs through San Diego’s annual PGA TOUR golf tournament.</p><h4>Representative Matters</h4><h5>Equity</h5><ul><li>Represented Carlsmed, Inc. (Nasdaq: CARL) in connection with its $100.5 million initial public offering</li><li>Represented Uber Technologies Inc. (NYSE: UBER) in connection with its $300 million PIPE investment into Lucid Group, Inc. related to a global robotaxi program created exclusively for the Uber ride-hailing platform.</li><li><p>Represented Robert W. Baird & Co. in connection with the at-the-market equity offering of ESS Tech, Inc. (NYSE: GWH).</p></li><li>A global alternative investment manager in connection with its offerings of $1.5 billion of mandatory convertible preferred stock and $750 million of investment grade notes. </li><li>A global alternative investment manager in connection with its $357 million follow-on equity offering of Class A common stock.</li><li>A private equity firm in its $250 million minority growth investment in a technology-enabled professional services company.</li><li>A portfolio company of a private equity firm focused on safety and compliance in connection with its issuance of $300 million of preferred units.</li><li>A global alternative investment manager in connection with its $100 million preferred stock investment in a Brazilian asset management firm.</li><li>A private equity firm in a $200 million preferred equity offering in connection with its acquisition of a specialty insurance program manager.</li><li>A legal and workflow automation software company, a portfolio company of a private equity firm, in connection with its issuance of $85 million of preferred stock.</li><li>An investment management firm in connection with its preferred stock investment in a consumer lifestyle company and owner of a well-known global brand.</li><li>An alternative asset manager in connection with a secondary offering by certain selling stockholders of $387 million of Class A common stock.</li><li>A distressed-focused investment firm in connection with its preferred stock investment in a physical therapy company.</li><li>A portfolio company of a private equity firm specializing in food ingredients and bakery products in connection with its issuance of $85 million of preferred stock.</li><li>A portfolio company of a private equity firm specializing in plastic packaging solutions in connection with its issuance of $100 million of preferred stock.</li><li>A portfolio company of a private equity firm providing insurance software solutions in connection with its issuance of $12 million of preferred stock.</li><li>A portfolio company of a private equity firm specializing in healthcare governance and compliance software in connection with its issuance of $80 million of preferred stock.</li><li>An alternative asset manager in connection with a secondary offering by certain selling stockholders of $123 million of Class A common stock.</li></ul><h5>Debt</h5><ul><li>Represented the initial purchasers in Rule 144A offering of $375 million of 7.250% senior secured notes of Diversified Healthcare Trust (Nasdaq: DHC).<br></li><li><p>Represented Groundwork Holdings in a comprehensive debt refinancing, including the refinancing of its existing credit agreement and associated transactions.</p></li><li>A family office in a $25 million investment in an insurance agency specializing in transportation and logistics insurance. </li><li>The underwriters in connection with a $325 million offering of notes by a publicly traded business development company.</li><li>An alternative asset manager in its $1 billion offering of senior notes.</li><li>A global alternative investment manager in its registered offering of $500 million of senior notes.</li><li>A telecom analytics company, a portfolio company of a private equity firm, in connection with its $30 million issuance of senior notes.</li><li>An investment management firm in a $55 million senior notes investment in a communications network provider.</li><li>A private equity firm in a $400 million senior notes offering in connection with its acquisition of a packaging manufacturer specializing in tapes, films, and protective packaging for industrial and retail use.</li><li>A major U.S. retailer of musical instruments, lessons, repairs, and rentals in connection with its add-on offering of $200 million senior secured notes.</li><li>A global alternative investment manager in its Rule 144A offering of $500 million of senior notes.</li><li>A private equity firm in a $625 million senior notes offering in connection with its acquisition of a window coverings manufacturer.</li><li>A manufacturer of high-performance specialty materials, a portfolio company of a private equity firm, in its $800 million secured notes offering, $400 million unsecured notes offering, and $450 million preferred stock offering in connection with its acquisition of a thermal management and filtration company.</li><li>A global alternative investment manager in its Rule 144A offering of $450 million in Fixed-Rate Resettable Subordinated Notes.</li><li>An alternative asset manager in its $700 million offering of senior notes.</li><li>An alternative asset manager in its $400 million offering of senior notes.</li><li>An alternative asset manager in its $350 million offering of senior notes.</li><li>A food services and correctional services company in its multi-tranche offering of $1.1 billion senior notes and senior secured notes.</li></ul><h5>Public Mergers and Acquisitions</h5><ul><li>An alternative asset management firm in its acquisition of an alternate credit manager.</li><li>An alternative asset management firm in its acquisition of an asset management company to create a new insurance solutions platform, and its $250 million preferred equity investment in a UK-based insurance holdings company.</li><li>An alternative asset management firm in its acquisition of a real estate finance advisory firm to create a new real estate finance strategy.</li><li>An alternative asset management firm, in partnership with a sovereign wealth fund, in connection with their joint acquisition of a publicly traded real estate investment trust.</li><li>A business development company in connection with its acquisition of another publicly traded business development company.</li></ul><h5>Special Purpose Acquisition Company (SPAC) Transactions</h5><ul><li>A SPAC sponsored by an affiliated investment vehicle of a global alternative investment manager in its $500 million initial public offering.</li><li>A SPAC in its $1.4 billion business combination with a cybersecurity company and a digital privacy platform.</li><li>A cloud-based contact center software company in its merger with a SPAC.</li><li>An alternative asset management firm in a business combination agreement with another asset management firm and a SPAC to form a new alternative asset management company.</li><li>A SPAC sponsored by an affiliated investment vehicle of a global alternative investment manager in its $1 billion initial public offering.</li></ul><h5>Restructuring and Liability Management</h5><ul><li>A global textile and apparel company and its subsidiaries in connection with a comprehensive settlement of its existing debt, including simultaneous consent solicitations for significant amendments to its euro- and dollar-denominated senior secured notes and associated transactions.</li><li>A wheel manufacturer and its private equity sponsor in connection with a comprehensive liability management transaction, including the exchange of approximately $272 million of the company's unsecured notes for new second lien notes and a corresponding covenant strip consent procedure.</li><li>A global textile and apparel company and its subsidiaries in connection with a comprehensive debt refinancing, including the refinancing of its existing senior secured notes and associated transactions.</li><li>A healthcare company ― Advising the joint administrators of a healthcare group and its subsidiaries in connection with a novel administration funding facility, non-core asset sales, and the core group restructuring process.</li><li>A major car rental company ― Representation of investment firms in their successful $5.916 billion purchase of one of the world’s largest car rental companies out of its Chapter 11 cases, following a multi-month competitive auction. The transaction resulted in a recovery for existing equity holders of more than $8.00 per share, full payment to all creditors, and an implied plan enterprise value of $6.929 billion.</li></ul><h5>SEC Compliance, Disclosure and Corporate Governance</h5><ul><li>Carlsmed, Inc. (Nasdaq: CARL)<br></li><li>Clean Energy Fuels Corp. (Nasdaq: CLNE)</li></ul>

H. Thomas Felix

Partner

Capital Markets

Public Company Advisory & Governance

Generalists vs. Specialists: Striking the Right Balance on Today's Boards

16 Sep 2025 3:30 PM - 6:00 PM PDT