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ERISA Plans in the Financial Markets 2016

Speaker(s): Alicia C. McCarthy, Andrew Irving, Andrew L. Oringer, Bradford C. Melius, David M. Cohen, Erin K. Cho, Erin Rose Miner, James S. Frazier, Jeffrey Ross, Jennifer Mello, John W. Schuch, Linda J. Haynes, Mabel Capolongo, Patricia Anne Kuhn, Patrick S. Menasco, Seth Grosshandler, Steven W. Rabitz, Suzzanne Yao, Virgina J. Bartlett, William E. Ryan III
Recorded on: Feb. 3, 2016
PLI Program #: 149973

Alicia C. McCarthy is Counsel in the Executive Compensation and Benefits Department at Wachtell Lipton.  Ms. McCarthy advises clients with respect to executive compensation and employee benefit matters involving mergers and acquisitions, spin-offs, joint ventures, financings, litigation as well as plan compliance.  Her experience includes ERISA’s fiduciary rules and the investment of plan assets with an extensive background representing financial institutions, fund sponsors and ERISA investors.  She also advises on executive compensation matters including performance-based compensation plans, nonqualified pension plans, and employment, severance and change in control agreements.

Ms. McCarthy chairs the Committee of Employee Benefits and Executive Compensation of the Association of the Bar of the City of New York.  She speaks frequently on executive compensation and ERISA topics for the Practicing Law Institute where she co-chairs the ERISA Investment Fiduciary Basics program.  She is the recipient of the Pro Bono Publico Award (2010, 2011 and 2014) for her services to The Legal Aid Society.  She is also recognized in Best Lawyers of America (2012-2021) in Employee Benefits (ERISA) law and New York Super Lawyers (2013-2021).  She recently co-authored the articles “DOL Proposes New Rules Regulating ESG,” The Harvard Law School Forum on Corporate Governance and Financial Regulation (July 7, 2020) and “Sun Capital Redux:  Private Equity and Pension Liability,” The Harvard Law School Forum on Corporate Governance and Financial Regulation (April 5, 2016).

Ms. McCarthy received her B.A. in 1981 from Georgetown University and her J.D. cum laude in 1984 from Brooklyn Law School, where she was a member of the Journal of International Law.

Andrew L. Oringer is a partner and the co-chair of the Employee Benefits and Executive Compensation Group at Dechert LLP.  He is the co-chair of the Employee Benefits Committee of the American Bar Association’s Business Section, Emerging Issues Coordinator of the Employee Benefits Committee of the American Bar Association’s Section of Taxation and chair of the New York State Bar Association Committee on Attorney Professionalism.  Mr. Oringer is a charter member of the Practical Law Employee Benefits and Executive Compensation Advisory Board and was a long-standing member of the Advisory Board for the Bloomberg BNA Benefits Resource Practice Center and for the Tax Management Compensation Planning Journal.  He is a Fellow of the American College of Employee Benefits Counsel, a Senior Fellow from Practice for the Regulatory Compliance Association and an adjunct professor at the Maurice A. Deane Law School at Hofstra University.  He is co-editor of a leading treatise on ERISA fiduciary law and has authored two of its chapters, and has authored a chapter in a leading treatise on the taxation of nonqualified deferred compensation and.  Mr. Oringer is highly rated by a number of key ranking organizations, has been repeatedly included in a widely disseminated list of the Top 100 lawyers in New York City across all practice areas and is a member of The Legal 500 Hall of Fame.

Brad Melius is Vice President and Corporate Counsel and Regulatory Lead for Prudential Retirement Law, based in Hartford, Connecticut.  He advises Prudential Retirement, which offers defined contribution, defined benefit and nonqualified plan recordkeeping and investments, as well as directed trustee services.  He is the primary lawyer responsible for IncomeFlex, Prudential’s industry leading in-plan guaranteed lifetime withdrawal benefit.  He is also the primary legal counsel for Prudential Retirement’s federal savings bank and registered investment adviser, and he advises Prudential about various “financial wellness” initiatives.  He has spoken on a variety of topics at legal conferences, including the American Law Institute, American Bar Association and Practicing Law Institute.

Brad has over 20 years of experience advising on issues affecting qualified and nonqualified retirement plans.  From 2006 to 2014, Brad was Adjunct Professor at Quinnipiac University School of Law, where he taught Employee Benefits Law.   Brad graduated with honors in Politics from Fairfield University, where he was a member of the Jesuit Honor Society.   He earned his Juris Doctor from Vanderbilt University School of Law, and was Book Review Editor of the Vanderbilt Journal of Transnational Law

David Cohen, a partner in the New York office of Schulte Roth & Zabel LLP (SRZ), specializes in matters related to fiduciary responsibility, ERISA and qualified plans.

David received his J.D. from The George Washington University Law School and his B.A. from Columbia University. Prior to joining SRZ, David held positions in both the private sector (as vice president and assistant general counsel of a major investment firm) and in government service (with the Department of Labor Employee Benefits Security Administration’s Divisions of Regulatory Coordination and Exemptions).

David speaks and writes widely on ERISA and benefit fund-related issues, including authoring ERISA compliance guides for broker-dealers for Practising Law Institute and presenting on “Handling ERISA Issues When Managing a Plan Asset Look-Through Fund” for a Financial Research Associates Hedge Fund Tax, Accounting and Administration Master Class and on “Fund Formation Issues,” “Current Topics in Private Equity and Alternative Investments” and “Current Fiduciary Issues” for recent Practising Law Institute Pension Plan Investments and ERISA Plans in the Financial Markets conferences. In recognition of his accomplishments, he was selected for inclusion in New York Super Lawyers, a listing of outstanding attorneys in the New York metro area, Chambers USA and The Best Lawyers in America.

Erin K. Cho is a partner in the Employment & Benefits Group at Mayer Brown focusing on ERISA Title I fiduciary matters. Erin has extensive experience advising financial institutions, asset managers, insurance companies and other retirement plan service providers with respect to the many and varied services and financial products (including complex structured products and derivatives) they offer to U.S. pension plans. She counsels hedge funds and private equity clients on the consequences of accepting investments by benefit plan investors, as well as plan assets and prohibited transaction concerns arising in connection with venture capital investments and corporate transactions.

She counsels plan sponsors on all aspects of ERISA fiduciary compliance, including plan governance, plan expense issues, and the selection and monitoring of plan investment options. Erin also represents clients in connection with audits and investigations as well as advisory opinion and exemption requests before the Department of Labor. Erin regularly writes on pension investment matters for a variety of publications. She is a frequent speaker on ERISA matters and is the co-chair of the Practising Law Institute’s annual conference, “ERISA: The Evolving World.”

Erin received her J.D. cum laude from Harvard Law School and her B.A. Phi Beta Kappa, magna cum laude from Yale University.

Erin Rose Miner is Director at Credit Suisse in New York heading the US regulatory compensation group as well as providing Executive Compensation coverage in the Americas.  Ms. Miner ensures the bank’s compensation plans and programs comply with US regulatory expectations as well as manages the execution of the compensation plans for employees based in the Americas. Ms. Miner received her undergraduate degree in Finance from the University of Maryland, College Park and received her law degree from New York Law School.

James Frazier focuses his practice in the area of ERISA and employee benefits. A large part of his practice is devoted to advising clients with respect to the application of ERISA's fiduciary standards and prohibited transaction provisions to their activities in transactional and regulatory matters.

James regularly advises financial services firms with respect to the structuring of investment vehicles and other investment products, including complex structured products and derivatives, offered to employee benefit plans and entities deemed to hold the assets of such plans. He routinely advises financial services firms in connection with the provision of services, such as investment management and brokerage services, to such plans or entities. James also advises clients regarding issues that arise under ERISA and the Internal Revenue Code in the context of corporate transactions. He also routinely represents clients before the U.S. Department of Labor's Employee Benefits Security Administration.

Recognized by Chambers USA as a leading lawyer, James was praised for his ERISA experience and clients noted that he "is thoughtful, has a great practical approach and is very helpful in giving us a sense of where we are in the pack." James has also been recognized in Best Lawyers in America as one of the nation's leading lawyers in ERISA law.

Prior to entering private practice, James was a Pension Law Specialist with the U.S. Department of Labor, where he spent extensive time working with the fiduciary provisions found in, and prohibited transaction exemptions issued under, Title I of ERISA.

James received his J.D., cum laude, from the University of Arkansas School of Law, and an LL.M. in Taxation and Certificate in Employee Benefits Law, as well as an LL.M. in Labor Law, with distinction, from the Georgetown University Law Center. He earned his undergraduate degree from the University of North Carolina. He is admitted to practice in New York and North Carolina.

John W. Schuch is a Director and Assistant General Counsel at Bank of America Merrill Lynch.  Mr. Schuch joined the Bank in January 2011 and is the lead ERISA Counsel for its Global Banking and Markets division.  Mr. Schuch is responsible for advising the Bank with respect to ERISA and other pension related rules in connection with its global institutional banking, custody, broker-dealer, and trading platforms.  

Prior to joining the Legal Department of Bank of America Merrill Lynch, Mr. Schuch spent over 4 years in the legal department at Morgan Stanley advising its broker-dealer and asset management businesses with respect to ERISA rules.  Mr. Schuch was also a member of the ERISA/Employee Benefits/Executive Compensation groups at Morgan, Lewis & Bockius and Proskauer Rose.

Mr. Schuch received a J.D., summa cum laude, from Brooklyn Law School in 2002 and a B.S. from Binghamton University in 1998.  He is admitted to practice in New York.

Mabel Capolongo has been the Director of the Office of Enforcement, Employee Benefits Security Administration (EBSA) since November 2011.  The Office of Enforcement promotes the protection of pension and welfare benefits under ERISA by ensuring a strong and effective national and field office enforcement program through (1) policy formulation; (2) project identification and program planning; (3) guidance development and implementation; (4) field liaison; (5) field and project evaluation; and (6) Investigations to detect and correct violations of Title I or ERISA and related criminal laws that are conducted by the investigative staff in EBSA’s field offices. Ms. Capolongo has spent her entire career with the Department of Labor, specifically EBSA and its predecessors. She has been with the DOL since May 1979 and previously served as EBSA’s Director, Philadelphia Regional Office from January 1998 until her appointment as Director of Enforcement.  She also previously served as District Supervisor, Washington District Office; Senior Investigator; and Auditor.   She has a Master’s Degree in Business Administration (Finance) and a Bachelor’s degree in Accounting from the American University.

Mr. Andrew Irving is Area Senior Vice President and Area Counsel of the Institutional Investment & Fiduciary Services practice (Gallagher Fiduciary Advisors, LLC) of Arthur J. Gallagher & Co. (Gallagher). As leader of the fiduciary decision-making practice, he provides independent discretionary decisions on particular transactions or plan assets. He also offers guidance on ERISA issues that arise in the course of client engagements. 

Drawing on more than 35 years of legal and fiduciary decision-making experience, Andrew takes a practical approach to addressing complex problems with cost-effective solutions that satisfy fiduciary and other regulatory standards. He advises clients on a broad range of fiduciary compliance, investment and plan administration issues, working with plan sponsors, fiduciaries, financial institutions and plan administrators. Andrew is a specialist in managing employer securities and real property for benefit plans, representing plans in related party transactions and remedying compliance failures.

Andrew has participated as a speaker and panelist at major industry conferences, including the National Labor and Management Conference, National CLE Conference®, CLE Institute Subprime Lending Conference, and other educational forums held by the CLE Institute and university affiliates. His most recently published whitepapers include “The Supreme Court Rules on Employer Stock Funds – Fiduciary Responsibility after the Presumption of Prudence,” and “U.S. Supreme Court Considering Fiduciary Responsibility for 401(k) Plan Company Stock Funds and Other Employee Stock Ownership Plans (ESOPs).” Since 2005, Andrew has served as a member of the New York City Conflicts of Interest Board, which administers the conflicts of interest provisions of the New York City Charter covering the City’s elected officials and other public servants. Andrew holds a Juris Doctor degree from Columbia Law School, where he was named a Harlan Fiske Stone scholar and served on the Board of Editors at the Columbia Law Review. Previously, he graduated cum laude from Yale College with a Bachelor of Arts.

Mr. Ryan is President and Chief Fiduciary Officer of Newport Trust Company, and served as President and Chief Fiduciary Officer of Evercore Trust Company, N.A., prior to the acquisition of Evercore Trust’s institutional trustee and independent fiduciary business by Newport Trust in 2017. Prior to Evercore Trust, Mr. Ryan was with Morgan Stanley, where he was an Executive Director in the Legal and Compliance Division and Head of ERISA Law, responsible for coordinating ERISA and qualified tax issues for Morgan Stanley's Institutional Securities Group (Institutional Brokerage), Morgan Stanley Investment Management (Asset Management), and Morgan Stanley Smith Barney (Retail Brokerage). Prior to joining Morgan Stanley, Mr. Ryan was the Chief ERISA/Benefits Counsel for Prudential Financial, Inc. from 1995 through 2004, handling ERISA-related HR, compensation and product issues for Prudential Insurance, and was in private practice in New York from 1987 through 1995, specializing in ERISA issues. On behalf of various industry groups, Mr. Ryan has met with and testified before the U.S. Department of Labor, the Treasury Department, the White House, and various state regulators on fiduciary and other retirement issues. He has also served on various industry groups, including the SIFMA Retirement Committee (where he served as co-chair from 2010-2013). Mr. Ryan holds an A.B. Degree in History from Princeton University in 1984, a J.D. from Stanford Law School in 1987 (where he was an editor of the Stanford Law Review), and a Masters in Taxation (LL.M.) from New York University School of Law in 1995.

Patricia is a member of the bank’s Legal Department. She provides advice and guidance on ERISA, fiduciary and other employee benefit plan and retirement issues to the Global Wealth and Investment Management business.  Her responsibilities include supporting institutional and individual retirement programs and services and non-qualified deferred compensation and equity plans.

Prior to Bank of America, Ms. Kuhn was a Managing Director at BlackRock in Legal and Compliance and a counsel at Shearman & Sterling LLC in the Executive Compensation & Employee Benefits Group.  She advised clients on issues arising under the Title I and Title IV of ERISA and other employee benefit plan and employment issues.

Patricia received a Bachelor of Fine Arts degree from the State University of New York, College at Purchase in 1983, and a Juris Doctor degree from Boston University, cum laude in 1989, and she was a member of law review.

Patrick Menasco is a nationally-recognized ERISA and public plan investment lawyer with 25 years of public and private sector experience.  He enjoys longstanding connections with regulators, a broad technical proficiency in ERISA and public plan regulation, and a gift for blending analysis with insight.  Patrick’s work focuses on investment funds (particularly real estate, transportation and stable value-related strategies), general asset management, bank/broker-dealer netting opinions, derivatives and other capital market transactions, prohibited transaction exemptions, government investigations, and adversarial proceedings.  His clients include major national and international financial institutions.

Patrick is also a frequent lecturer on employee benefit investment issues at the Practising Law Institute in New York and has served as an adjunct professor at the George Washington University Law School for ten years. He is regularly recognized by Chambers USA and The Legal 500 lists of top lawyers for employee benefits and executive compensation.

Seth Grosshandler is a partner at Cleary Gottlieb Steen & Hamilton LLP based in the New York office.

Mr. Grosshandler’s practice focuses on financial institutions, derivative products, securities transactions, secured transactions and structured finance. As an instrumental player in the development of the “safe harbor” provisions of the Bankruptcy Code, the Federal Deposit Insurance Act and Orderly Liquidation Authority, Mr. Grosshandler is regarded as a preeminent expert on risks to counterparties of regulated financial institutions in the event of the insolvency of the financial institution, as well as the rights of secured and unsecured creditors in insolvency proceedings to close-out, net and exercise remedies in derivative and securities transactions. During and after the financial crisis, he advised major Wall Street firms on their exposure to failing and failed counterparties, including Bear Stearns and Lehman Brothers, and various government agencies on market stabilization efforts.

Since then, Mr. Grosshandler has participated in transatlantic regulatory reform initiatives, with a particular emphasis on legal mechanisms for resolving financial institutions. He has been actively engaged with both market participants and regulators on the development of rules to implement Orderly Liquidation Authority, innovative approaches to financial company insolvency such as ‘bail-ins’, and harmonizing U.S. and EU requirements for resolution plans (so-called ‘living wills’). Mr. Grosshandler is currently advising several U.S. and non-U.S. institutions on the preparation of their resolution plans.

Mr. Grosshandler has also been very involved in the move to cleared OTC derivatives – representing the Futures Industry Association in the creation of standard documentation for the relationship between futures commission merchants and their cleared OTC customers and the insolvency treatment of the FCMs’ rights, and the implementation of the CFTC’s “legally segregated operationally commingled” (LSOC) treatment of cleared OTC customer collateral. That work is an outgrowth of Mr. Grosshandler’s representation of an ad hoc group of buy-side and sell-side market participants (with the participation and support of ISDA, SIFMA AMG and MFA), formed at the behest of the Federal Reserve Bank of New York to analyze cross- jurisdictional insolvency issues with respect to customer access to central CDS clearing platforms.

Mr. Grosshandler is designated as a “star performer” by Chambers Global and Chambers USA and is internationally distinguished as one of the best lawyers by Law Business Research’s The International Who’s Who of Business Lawyers, Who’s Who of Banking Lawyers, IFLR 1000: The Guide to the World’s Leading Financial Law Firms, The Legal Media Group Guide to the World’s Leading Banking Lawyers, The Best Lawyers in America and The Legal 500. He was also selected as Best Lawyers' 2014 New York Derivatives and Futures Lawyer of the Year.

Mr. Grosshandler lectures and is widely published on the various aspects of financial institution insolvency matters and derivatives products.

Mr. Grosshandler joined the firm in 1983 and became a partner in 1992. He received a J.D. degree, cum laude, from Northwestern University in 1983 and an undergraduate degree from Reed College in 1979.

Mr. Grosshandler is a member of the Bar in New York. His native language is English, and he is proficient in French.

Steven W. Rabitz is a Partner at Dechert LLP focusing on executive compensation matters for public and private companies and the fiduciary responsibility, prohibited transaction and funding rules of ERISA.  He is regularly featured in Chambers USA for his work in employee benefits and executive compensation and in Best Lawyers for his ERISA-related practice. He is nationally recommended by The Legal 500 and was named a “Leading Lawyer” in 2017, in addition to being ranked in Super Lawyers.   Mr. Rabitz’s writing on current legal topics and issues has appeared in numerous publications, including, Tax Management Compensation Journal, Pension & Benefits Daily, Derivatives: Financial Products Report, The Hedge Fund Law Report, and he has been quoted in such publications as The Wall Street Journal, Financial Times, Institutional Investor, Barron’s, Bloomberg, Hedge Fund Law Report, International Business Times and Law 360. In 2015, he received the Burton Award for excellence in legal writing.

Prior to private practice, Mr. Rabitz pioneered and led the ERISA, executive compensation and benefits legal function at Lehman Brothers and served in a similar capacity at Barclays Capital. He also worked as part of a dedicated team of ERISA and compensation lawyers at Goldman Sachs earlier in his career. Prior to joining Dechert, Mr. Rabitz was a partner at a national leading law firm.

Suzzanne is senior counsel and advises the firm on products and services to ERISA (Employee Retirement Income Security Act) plans. She joined Goldman Sachs in 2007 as a vice president in the ERISA and Benefits Group and was named managing director in 2013. Prior to joining the firm, Suzzanne was an associate in the Employee Benefits and Executive Compensation Group at Fried, Frank, Harris, Shriver & Jacobson LLP. Suzzanne earned a BA from Columbia University and a JD from Harvard Law School.

Virginia Bartlett has over 30 years of experience in working with all types of employee benefit programs. Her background includes serving as an employee plans specialist with the Employee Plans/Exempt Organizations Division of the Internal Revenue Service as well as an investigator with the U.S. Department of Labor’s Pension and Welfare Benefits Administration Office of Enforcement.  She has extensive experience in the design and implementation of employee benefit programs, consulting on mergers and acquisitions issues that relate to employee benefit plan issues and conducting IRS and ERISA compliance reviews.

Prior to establishing Bartlett O'Neill Consulting, Inc., Virginia was a Senior Vice President in Clark Consulting’s Human Capital Practice, where she was a member of the Employee Benefits Consulting group and in charge of the national Retirement Plans group. Prior to Clark Consulting, Virginia was a Partner with Arthur Andersen, where she was a member of the firm’s Retirement, Actuarial & Benefits service line in its Human Capital Practice where she led the ERISA Special Services Practice.  She was recruited by David M. Walker to join Andersen’s Human Capital Practice in 1993. When Mr. Walker left Andersen to assume his duties as Comptroller General for the United States, Ms. Bartlett was recognized as the national practice leader for the ERISA Special Services Practice. Ms. Bartlett was a former Senior Investigator with the U.S. Department of Labor’s Pension and Welfare Benefits Administration (now known as the Employee Benefits Security Administration).

She regularly directs tax and ERISA compliance reviews and participates in employee benefit plan audits, vendor search and selection and vendor transition. She has also served as an independent fiduciary for employee benefit plans of major financial institutions and Fortune 500 companies. Prior to Arthur Andersen, she was a Senior Manager in Price Waterhouse’s Employee Benefit Services Group. She began her working career at the Internal Revenue Service in the Employee Plans and Exempt Organizations Division when ERISA was passed and later served as a senior investigator in the Pension and Welfare Benefits Administration’s Office of Enforcement where she was involved in leading edge cases.

Virginia is a graduate of West Virginia Wesleyan College with a Bachelor of Science degree in business administration and is a certified public accountant in Maryland and Georgia. She is a member of the AICPA, National Center for Employee Ownership, Profit Sharing / 401k Council of America and American Society of Pension Professionals and Actuaries (ASPPA).  She speaks frequently on employee benefit plan issues for the AICPA and other human resource organizations.  She has also authored articles on fiduciary issues in employee benefit plans and other human resource issues.

Employers who are responsible for operating large employee benefit plans (including investing the assets of those plans) are subject to constantly evolving, complex rules. Linda counsels clients on fiduciary and governance matters raised by operating such plans, including the formation and operation of plan fiduciary committees with respect to such plans, and assisting fiduciaries of such plans in complying with ERISA and effectively managing risk. She advises clients on the complex and ever-evolving ERISA fiduciary matters that are unfolding and impacting plan fiduciaries.

Linda counsels mid-size to Fortune 500 clients in all elements of employee benefit plans and executive compensation. She regularly counsels public and private clients in connection with the design, development, and ongoing compliance of their employee benefit programs, including qualified and nonqualified retirement plans, health plans, cafeteria plans, and other types of welfare plans.

She has substantial experience in advising employee benefit plan fiduciaries regarding their duties and responsibilities. Linda frequently conducts training for fiduciary committees, including training regarding general fiduciary duties under ERISA, prohibited transactions, and current developments. Linda regularly advises clients regarding fiduciary issues and obligations raised by proposed plan investments. In addition, she counsels clients regarding employee benefit plan investment policies, negotiates investment management agreements, and reviews alternative investment vehicles. Linda works closely with the firm's Employee Benefits Litigation group in cases involving complex ERISA issues, including fiduciary issues and hybrid defined benefit plan issues.

Linda has significant experience in advising clients concerning their defined benefit pension plans, including cash balance and pension equity plans. Linda's practice also includes advising clients on employee benefits and executive compensation issues raised in mergers, acquisitions, and dispositions.

Linda began her practice in employee benefits law as an employee benefit paralegal more than 30 years ago. Counseling clients in this area for that long has given her a detailed understanding of the multitude of real-world problems employer encounter daily when operating employee benefit plans, and how to craft practical solutions that satisfy the business needs of her clients.

At Seyfarth, Linda enjoys having the opportunity to work with the large group of attorneys who practice exclusively in employee benefits—and who enjoy it as much as she does.

Jeffrey Ross is a partner and chair of the Executive Compensation & ERISA Department, resident in Fried Frank’s New York office. He joined the Firm in 2008 and became a partner in 2009. Mr. Ross’s broad practice focuses on high-stakes ERISA and executive compensation matters in complex transactions.

As part of the Firm’s sophisticated M&A and Private Equity teams, clients frequently call upon Mr. Ross to advise on the employee benefits and executive compensation matters arising in connection with mergers, acquisitions, dispositions, and other related transactions. His practice focuses on the structuring and design of equity compensation arrangements for private and public companies, as well as representing numerous private equity sponsors and their portfolio companies in financial and strategic transactions, including IPOs and other company exits.

Mr. Ross is a frequent speaker on ERISA and compensation matters and is consistently recognized by Chambers USA: America's Leading Lawyers for Business and The Legal 500 as a leading individual in Employee Benefits and Executive Compensation. Mr. Ross is also a board member of The Jewish Community Project Downtown.

Mr. Ross received his JD from New York University School of Law in 2001, where he was an associate casebook editor of the law school’s Moot Court Casebook. He received his BA, cum laude, with honors in Latin Literature, from Yale University in 1998. Mr. Ross is admitted to practice in New York.

Jennifer Mello is a Vice President and Secretary of TSLX. Since 2012, Ms. Mello has been the General Counsel of TPG Special Situations Partners (“TSSP”) and, prior to joining TSSP, she was Deputy General Counsel of TPG. Prior to joining TPG, she was a senior attorney at the law firm of Cleary Gottlieb Steen & Hamilton LLP. Ms. Mello received her J.D. from Northwestern University School of Law and her B.S. from the Edmund A. Walsh School of Foreign Service at Georgetown University.