Morrison Foerster is an international law firm with lawyers practicing throughout the United States, Asia, and Europe. Click to discover more.

mofo_share_image.jpg

Morrison Foerster

common-default.jpeg

Terms / Notices

Cookies

Privacy Policy

Reporting Hotline

Attorney Advertising

Alumni

  Linkedin

MoFo LinkedIN

  Facebook

MoFo Facebook

YouTube

MoFo Youtube

Morrison Foerster - Footer

Red Flags & Fiduciary Duties: Tips for Board Advisors

You have not solved the recaptcha challenge yet or session expired, try again.

Email Disclaimer

Disclaimer

Unsolicited e-mails and information sent to Morrison Foerster will not be considered confidential, may be disclosed to others pursuant to our <a href="https://www.mofo.com/about/privacy-policy.html">Privacy Policy</a>, may not receive a response, and do not create an attorney-client relationship with Morrison Foerster. If you are not already a client of Morrison Foerster, do not include any confidential information in this message. Also, please note that our attorneys do not seek to practice law in any jurisdiction in which they are not properly authorized to do so.

Feedback

mofo-logo-2022.svg

People

Capabilities

Resources

About

Community

Offices

Careers

Stay Connected

Morrison Foerster partners Christin Hill, Jackie Liu, and Haima Marlier will present on the panel “Red Flags & Fiduciary Duties:...

<h3>Sorry, we weren’t able to find the terms you entered.</h3>Please try a different term or keyword.

People

Capabilities

Resources

Not Found Cards

Morrison Foerster partners Christin Hill, Jackie Liu, and Haima Marlier will present on the panel “Red Flags & Fiduciary Duties: Tips for Board Advisors,” as part of the CCWC Boot Camp at the CCWC 22nd Annual Career Strategies Conference in Orlando, Florida. The session will take place on Wednesday, September 23, 2026, from 3:30-4:30 p.m. ET.Board advisors are often the first to see the warning signs that later fuel claims against the Company and the Directors—conflicts, weak oversight of “mission-critical” risks, incomplete disclosures, or a record that doesn’t match the decision-making. This panel will discuss practical ways to spot red flags and what to do about them: what questions to ask, when to escalate, and how to document deliberations without creating new exposure.Panelists will share real-world tactics for handling whistleblower complaints, related-party transactions, crisis response, and information-flow failures. Participants will leave better equipped to protect both the company and directors and help to ensure that you remain a valuable contributor to the board. Panelists will also discuss how this advisory role may be a springboard to future opportunities.To learn more, please visit the <a href="https://ccwomenofcolor.org/events/" target="_blank">website</a>.<hr>

Sign Up

Christin Hill is a partner in Morrison Foerster’s San Francisco office and a member of the firm’s Securities Litigation Group. Christin has extensive experience representing clients in securities class actions, derivative actions, and other complex civil litigation in both federal and state courts, as well as in government and internal investigations.With 20 years of experience, Christin focuses her practice on securities, corporate governance, and other complex business litigation, including the defense of securities class actions, derivative suits, and M&A-related class actions. In addition to representing clients in state and federal courts, she also represents companies, boards, and special committees in government and internal investigations and counsels public and private companies and their directors and officers about a wide range of issues relating to corporate governance, disclosure obligations, and litigation risk and strategy.Before joining Morrison Foerster, Christin served as senior counsel at Uber Technologies, Inc., where she managed complex civil litigation including consumer class actions, intellectual property matters, and government investigations. She was also a lead member of Uber’s global compliance team, through which she created and implemented new compliance policies and training programs and advised company management in responding to government inquiries.Christin also served as an assistant district attorney in the San Francisco District Attorney’s Office, where she successfully prosecuted three misdemeanor criminal jury trials. Early in her career, she served as a judicial clerk for the Honorable John A. Houston in the U.S. District Court for the Southern District of California.<h4>Representative Experience</h4><h5>Shareholder Class Actions</h5><ul><li>In re Unity Software Inc. Securities Litigation (Northern District of California). Represented Unity Software and its former officers and directors in a Section 10(b) securities class action and related derivative actions alleging that the company misled investors about alleged defects with its technology. The court granted our motion to dismiss in full. A complete defense victory.</li><li>Water Island Event-Driven Fund v. MaxLinear (Southern District of California). Representing MaxLinear and its officers and directors in multiple securities lawsuits alleging defendants made false or misleading statements about the company’s intent to complete a merger with Silicon Motion. We won dismissal with prejudice of the securities class action.</li><li>Pearlstein v. BlackBerry Ltd. (Southern District of New York). Represented BlackBerry and its former officers in a securities class action related to BlackBerry’s accounting for its sales of BlackBerry 10 devices. Christin was part of the trial team that prepped the case for trial. The case settled days before trial was set to begin.</li><li>Broadscale OC Investors v. Clayton (Delaware Chancery Court). Representing Amazon in litigation brought by investors of Owl Cameras, Inc. The plaintiff alleges that Amazon aided and abetted the Owl Cameras board of directors in a breach of fiduciary duty.</li><li>Murphy v. Precision Castparts Corp. (District of Oregon). Following years of litigation, secured a summary judgment win for Precision and its CEO and CFO in a Section 10(b) securities class action related to Precision’s earnings targets. The result was a complete victory for the defendants. Plaintiffs appealed, and Christin has continued to defend Precision on the appeal.</li><li>Klein v. Ellison et al. (Northern District of California). Secured a motion to dismiss win for the Oracle board of directors in a shareholder derivative action claiming that Oracle’s board misled investors about a commitment to diversity. The result was a complete victory for defendants.</li><li>Rosenow v. Facebook (Southern District of California). Representing Facebook in litigation alleging that Facebook violated certain privacy laws in reporting user messages to the National Center for Missing and Exploited Children. Secured a motion to dismiss the initial complaint.</li><li>In re Ocera Therapeutics, Inc. (Northern District of California; Ninth Circuit). Secured a motion to dismiss for Ocera and its directors in a consolidated class action in the Northern District of California resulting from its merger with Mallinckrodt plc. The Ninth Circuit affirmed the decision.</li><li>Technology Storage Company. Represented a technology storage company in a shareholder class action alleging Section 11 violations in connection with the Company’s IPO. The case was resolved via an early settlement.</li><li>Energy Company. Represented an energy company specializing in unconventional oil and natural gas assets and its executives in a shareholder class action asserting claims under Section 11 of the Securities Act of 1933. Obtained summary judgment and dismissal.</li><li>AI Computing Company. Represented an AI computing company in a shareholder class action alleging that the Company failed to disclose certain product defects in violation of Section 10(b) and Rule 10(b)(5). Obtained dismissal upon motion to dismiss, and the Ninth Circuit affirmed the dismissal.</li><li>Financial Services Company. Represented the former president of a financial services firm in shareholder class actions and an SEC enforcement action relating to the Company’s mortgage-backed securities.</li><li>Global Venture Investor. Represented partners at a venture capital firm in a shareholder class action alleging Rule 10(b)(5) violations arising from NewsCorp’s acquisition of Myspace.com.</li></ul><h5>SEC Investigations</h5><ul><li>Former CFO of Pharmaceutical Company. Represented the former CFO of a pharmaceutical company in an SEC investigation following a multi-year restatement.</li><li>Private Technology Company. Represented a private technology company in an SEC inquiry related to the Company’s compliance with Rule 701.</li></ul>

Christin Hill

Partner

Jackie engages in a general corporate and transactional practice, with special emphasis on corporate counseling of public companies, mergers and acquisitions, and the China practice. She has more than 20 years of experience in advising public companies on corporate governance matters, including director and officer fiduciary duties, board “best practices,” disagreements between board and management, succession planning, investor relations, and advises boards and special committees in connection with conflicts of interest matters, proxy contests and other corporate control efforts. Jackie is outside general counsel to a number of public companies with whom she has worked for over 20 years and provides big‑picture, critical value-adding strategic advice. She also counsels public companies on disclosure matters and associated liability considerations. Jackie is a Fellow of the American College of Governance Counsel. She has lectured at seminars and conferences and written articles on various corporate governance and securities law matters.Jackie also represents public and private companies in mergers and acquisitions, from small asset acquisitions and divestitures, founder-driven sales and talent acquisitions to complex multibillion-dollar transactions. In addition, she has been involved in a number of complex cross-border transactions in Asia, Australia and Europe. Her knowledge of U.S. SEC-reporting requirements is a valuable addition to counseling on public-company M&A transactions. She additionally works with well-established Chinese companies in setting up U.S. subsidiaries and counseling them on strategic matters relating to their U.S. operations.Jackie formerly served as co-chair of Morrison Foerster’s Global Corporate Department of over 400 lawyers. She is currently a member of our global Sustainability + Corporate Responsibility steering committee. In 2018, Jackie received the Client Choice Award from International Law Office/Lexology for excellent client care and quality of service in the practice of corporate law. She was named the 2013 Legal Advisor of the Year by M&A Advisor. She was also recommended as a leading attorney in the field of M&A by Legal 500 USA 2014 and, in 2018, recommended for M&A/Corporate and Commercial: M&A Large Deals ($1bn+).Born in Shanghai, China, she is fluent in Mandarin Chinese.Jackie is a member of the California State Bar and the Bar Association of San Francisco. She is a board member of the Foundation of City College of San Francisco.During her tenure at Harvard Law School, she served as the co-editor of the Harvard Law Record.<h4>Rankings</h4>Recommended for M&A: Large Deals ($1bn+) Legal 500 US 2019

Jackie Liu

Haima Marlier is a partner in Morrison Foerster’s Investigations + White Collar Defense Group and co-chairs both its Fintech and Securities Enforcement practices. Drawing on her experience as a former Securities and Exchange Commission (SEC) senior trial counsel, Haima represents public and private companies, financial services providers, and executives, directors, and other individuals in SEC, Commodity Futures Trading Commission (CFTC), Financial Industry Regulatory Authority (FINRA), state securities regulator, and internal investigations, as well as in related litigation. She has more than 20 years of experience litigating in federal, state, and administrative courts, leading complex negotiations, and representing her clients in mediation. She also counsels clients regarding securities enforcement developments, trends, and risk mitigation.Before joining the firm, Haima spent nearly a decade in the SEC’s Division of Enforcement. While at the SEC, Haima served as lead counsel on a number of prominent enforcement litigations and investigations involving public companies, registered investment advisers, broker-dealers, banks, and individuals in matters arising under the federal securities laws. She has also worked closely with foreign securities regulators, numerous U.S. attorneys’ offices, and FINRA.Haima is a member of Law360’s Securities Editorial Board, serves on the advisory board of Securities Docket, and is on the Board of Trustees of the SEC Historical Society. She mentors Penn State students of color who aspire to become lawyers and is a member of the board of directors of, and a volunteer running coach for, Girls on the Run New Jersey, a nonprofit dedicated to inspiring girls to recognize their inner physical and emotional strengths. She maintains an active pro bono practice.Haima has been recognized by Chambers USA for Securities Regulation: Enforcement and Crypto-Asset Disputes; Crain’s New York Business’s Notable Women in Law and Notable Diverse Leaders in Law; The Legal 500 US as a recommended lawyer in Securities Litigation: Defense, Investigations and White Collar Criminal Defense, and Fintech; Securities Docket’s Enforcement Elite; and the New York Law Journal for her efforts in the diversity and inclusion space.Haima received her J.D. from Boston College Law School and her B.A. from The Pennsylvania State University.<h4>Representative Experience</h4><h5>Cybersecurity</h5><ul><li>Successfully resolved an SEC investigation into a global technology solutions company’s cybersecurity risk disclosures and disclosure controls, policies, and procedures, with an acknowledgment by the SEC of the client’s significant remediation and cooperation.</li><li>Representing a global tech service management company in an SEC inquiry into its cybersecurity incidents and disclosures.</li><li>Represented numerous public companies and other clients in the SEC’s SolarWinds cybersecurity enforcement sweep.</li><li>Advising numerous public companies and SEC-registered firms on the efficacy of their cybersecurity disclosure controls and procedures and the materiality of cybersecurity incidents.</li><li>Represented a major technology company in an internal investigation into its cybersecurity statements and controls, policies, and procedures.</li></ul><h5>Fintech & Crypto</h5><ul><li>Represented a nonprofit foundation supporting a major blockchain, as well as two of its senior individuals, in an SEC investigation, with a complete termination letter issued by the SEC.</li><li>Successfully resolved an SEC crypto investigation into anti-money laundering and other compliance and monitoring programs on behalf a former senior bank executive.</li><li>Representing a leading cryptocurrency exchange platform in responding to SEC, CFTC, and state attorney general subpoenas and other requests for information.</li><li>Obtained a successful federal court settlement for a venture capital fund in a securities class action concerning an unregistered digital token offering.</li><li>Advising numerous Fintech companies, from startups to mature organizations, on securities enforcement compliance best practices and enforcement risk mitigation.</li><li>Represented a private investor in an SEC investigation related to a reverse merger involving a cryptocurrency company with no action taken by the SEC.</li></ul><h5>Artificial Intelligence</h5><ul><li>Representing a major tech company in an SEC investigation focused on AI-related disclosures and policies.</li></ul><h5>Accounting & Financial Reporting</h5><ul><li>Represented the former Chief Operations Officer of a major NASDAQ-listed food distributor in SEC and special committee investigations, with a complete termination letter issued by the SEC, as well as in related Delaware Court of Chancery litigation, which was favorably resolved.</li><li>Successfully resolved SEC and special committee investigations into related-party transaction disclosures and accounting issues, as well as related shareholder litigation, on behalf of a former CEO of a NASDAQ-listed company.</li><li>Represented an audit committee of a public company in an internal investigation resulting from a whistleblower complaint alleging accounting and disclosure issues.</li><li>Represented a leading public company in an internal investigation resulting from a whistleblower complaint alleging accounting and disclosure issues.</li></ul><h5>Other Securities Enforcement Matters</h5><ul><li>Represented the former CEO of a major company listed on the New York Stock Exchange in an SEC insider trading investigation with no action taken by the SEC.</li><li>Represented an individual in an SEC investigation concerning the “pay-to-play” rule.</li><li>Represented a private investment fund in a COVID-19 related SEC insider trading investigation with no action taken by the SEC.</li><li>Represented a broker-dealer in a for-cause FINRA examination into anti-money laundering and other issues.</li><li>Represented a leading international company in government investigation into pharmaceutical drug pricing.</li><li>Represented a biotech company in a Massachusetts Securities Division investigation concerning securities registration exemptions and representations to investors regarding securities registration with no action taken by the state regulator.</li><li>Obtained a successful resolution for a pre-IPO biotech company in a wrongful termination lawsuit brought by a co-founder and former CEO terminated by the board of directors.</li><li>Represented the SEC in all stages of federal and administrative proceedings, including at trial and on appeal, in matters involving violations of the federal securities laws.</li></ul>

Red Flags & Fiduciary Duties: Tips for Board Advisors

23 Sep 2026 3:30 PM - 4:30 PM EDT