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Corporate Governance 2010


Speaker(s): Alan L. Beller, Bart J. Colli, David Hess, Gregory S. Bruch, Hank B Walther, Hon. Elisse B. Walter, James L. Holzman, James L. Kroeker, James R. Doty, James Walden, Linda Chatman Thomsen, Margaret M. Foran, Meredith B. Cross, Michael J. Halloran, Ralph C. Ferrara, Richard H. Walker, Robert S Khuzami, Sharie A. Brown, Simon M. Lorne, Stephen P. Lamb, Susan Goetz Markel, Thomas C. Newkirk, William Deckelman
Recorded on: Feb. 17, 2010
PLI Program #: 22660

David Hess,JD, PhD,is an Assistant Professor of Business Law and Business Ethics at the Ross School of Business at the University of Michigan, where he teaches courses on corporate law and business ethics. Professor Hess’s research focuses primarily on the role of the law in ensuring corporate accountability. His publications in this area have analyzed the use of sustainability reports by corporations, efforts to combat corruption in international business, and how the Organizational Sentencing Guidelines and deferred prosecution agreements can be implemented in a way that best assists corporations in developing more ethical corporate cultures. This research has been published in leading law, ethics, and management journals, and has been recognized with national awards. In 2008, Professor Hess won a Faculty Pioneer Award from The Aspen Institute and the Faculty Award of Excellence from the Academy of Legal Studies in Business. In 2009, Professor Hess received a Rising Star of Corporate Governance award from the Millstein Center for Corporate Governance and Performance at Yale University.


James R. Doty is the Chairman of the US Public Company Accounting Oversight Board, the independent regulator of the auditors of all public companies that trade on U.S. exchanges, as well as all U.S. broker-dealer auditors.

Previously, Chairman Doty served as General Counsel of the U.S. Securities and Exchange Commission.  In that role, Mr. Doty advised the Commission on matters of law and regulatory policy related to the Commission’s oversight of U.S. securities markets, including initiatives in the context of the globalization of capital markets, policies in the wake of the savings-and-loan crisis, international technical assistance and coordination efforts, and adoption of the Remedies Act of 1990. 

Prior to and following his SEC service, Mr. Doty was a partner at the law firm of Baker Botts LLP, which he first joined in 1969.  Mr. Doty was presented the 2011 Statesman Award by the Foreign Policy Association.  Mr. Doty was raised in Houston, Texas.  He earned a B.A. in History from Rice University and was a Rhodes Scholar at Oxford University in England.  He also received a M.A. in History from Harvard University before getting an L.L.B. from Yale Law School.


Bart J. Colli is a partner in the Business and Finance Practice Group at Morgan, Lewis & Bockius LLP.  Mr. Colli was Executive Vice President, General Counsel and Secretary at ARAMARK Corporation, a position he held from February 2000 until May 15, 2009. Prior to this position, Mr. Colli was a partner in the Corporate Department at the law firm of McCarter & English, LLP, New Jersey's oldest and largest law firm. He has extensive experience with all types of financing transactions, including public offerings, private placements and bank financings, and mergers, acquisitions, recapitalizations and internal investigations. Mr. Colli has represented a broad range of companies, from privately held enterprises preparing for initial public offerings to large, publicly traded companies, major financial institutions and private equity groups.

 Mr. Colli  has been a frequent lecturer and author on subjects relating to corporate finance, banking and securities laws. Among other things he has been a panel member at the CLE Program on Successful Partnering Between Inside and Outside Counsel and the PLI Institute's Corporate Governance, A Master Class 2009 Program. Mr. Colli is a member of the New Jersey, New York and American Bar Associations. He was the Chairman of the New Jersey Bar Association's Business Organizations Committee of the Corporate and Business Law Section, a member of the New Jersey Bar Association Securities Law Committee, the American Bar Association Section of Corporation, Banking and Business Law and the Federal Regulation of Securities Committee. He has been a Trustee of the Tri-County Scholarship Fund.  Among his other activities, Mr. Colli has served  as a judge at the Entrepreneur of The Year Awards Program co-sponsored by Merrill Lynch and Ernst & Young.  Mr. Colli also has served as a judge at the North Jersey Venture Fairs and at the New Jersey Family Business of the Year Award.  Mr. Colli has also served as an expert witness in litigation on securities law matters.  He is listed in The Best Lawyers in America, Who's Who in American Law, Who's Who in America and International Who's Who. Mr. Colli also was the recipient of The Burton "Legends in the Law" Award for Legal Achievement for 2009.

Mr. Colli received a B.A. degree from Fordham College in 1968, graduating summa cum laude and Phi Beta Kappa, and a J.D. from Harvard Law School in 1971, graduating cum laude. Mr. Colli is admitted to practice in New Jersey, Texas, New York and Pennsylvania.


Hank Bond Walther
Assistant Chief
Fraud Section, Criminal Division
U.S. Department of Justice

Hank Bond Walther is Assistant Chief of the Fraud Section, Criminal Division, United States Department of Justice. In this role, he supervises and participates in DOJ’s investigations and prosecutions under the Foreign Corrupt Practices Act, as well as DOJ’s participation in the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. Prior to becoming Assistant Chief, Mr. Walther was a Trial Attorney in the Fraud Section, where he prosecuted various types of white-collar crime, including FCPA, securities fraud, health care fraud, bank fraud, government procurement fraud, and money laundering cases in jurisdictions across the country. Mr. Walther also served as one of four team leaders in DOJ’s Health Care Fraud Strike Force in Miami, Florida, which successfully prosecuted approximately 130 defendants in health care fraud cases over the course of 18 months.

Prior to joining the Fraud Section, Mr. Walther worked in the white collar criminal defense practice group at DLA Piper, in Washington, D.C., where he represented individuals and corporations in criminal and SEC investigations, internal investigations, and criminal and civil trials. Mr. Walther received his undergraduate degree from American University and his law degree from the University of Maryland, where he was Executive Articles Editor of the Maryland Law Review.


Jim Walden is a litigation partner in the New York office, and co-chair of the firm's White Collar Defense & Investigations Group.

Mr. Walden defends corporate and individual clients in governmental investigations, regulatory actions, and civil disputes. He has conducted many corporate internal investigations, including matters involving allegations of securities and other financial frauds, antitrust activity, insider trading, computer crimes, money-laundering, medical device fraud, tax violations, and violations of the Foreign Corrupt Practices Act and the False Claims Act. He has represented corporate executives and other individuals in a wide array of criminal cases.

Mr. Walden's work has achieved important results for clients. 

  • His work on behalf of a multinational chemical manufacturer in response to a DOJ investigation earned the company a $70,000,000 discount from its corporate fine, and garnered public praise from the Deputy Assistant Attorney General:  "the bar was set very high in [this] case. Any company that hopes to match or even approach [this] discount will have to earn it." 
  • His work for a managed care company, which was the target of a criminal antitrust investigation, resulted in a prosecution declination, with no imposition of monetary penalties.
  • His work on behalf of a global financial services firm, in response to an investigation by the Division of Enforcement of the New York Stock Exchange, resulted in no penalties, financial or otherwise.
  • His work for an energy company, which was the target of a criminal investigation concerning insider trading, resulted in a prosecution declination, with no imposition of monetary penalties.
  • His work on behalf of a retail bank, which was the target of a criminal probe related to student-loan marketing, resulted in a prosecution declination, with no imposition of monetary penalties.
  • His work for a corporation in the retail industry, which was the target of a criminal probe for alleged sale of contraband, resulted in a deferred prosecution with minimal financial penalties.
  • His work for another retailer, which was the target of a criminal probe for an occupational safety incident, resulted in a deferred prosecution with minimal financial penalties.
  • His work for a major heathcare company, a subsidiary of which was the target of a joint criminal and civil investigation for alleged mislabeling of its medical devices, resulted in a deferred prosecution and a steeply discounted penalty for the parent company.
In addition, Mr. Walden has represented dozens of individuals in various criminal and regulatory matters:  not one of his clients has served a prison sentence. Mr. Walden's individual clients have included:
  • the CEO of a global financial services firm
  • the CEO of a financial products division of a major insurance company
  • the Managing Partner of a NYC-based hedge fund
  • a Managing Director of a financial services firm
  • the Chief Legal Officer of a retail bank
  • the Chief Financial Officer of an energy-trading company
  • the Chief Operating Officer of an on-line-payment company
  • the General Counsel of a global technology company
  • the General Counsel of an energy-trading company
  • the Senior VP of Finance of a multinational computer software company
  • the Port Captain of the Staten Island Ferry

Before joining Gibson Dunn, Mr. Walden served as a federal prosecutor.  During his service with the U.S. Attorney's Office for the Eastern District of New York, he led an extensive collection of cases, and established himself as one of its most experienced litigators. He held various supervisory positions, and served on the U.S. Attorney's Committee to oversee the fair administration of the death penalty. During his tenure, he coordinated an enforcement program with authorities from Hong Kong and Thailand, which resulted in, among many other convictions, the arrest and conviction of the mastermind behind one of the largest heroin seizures in U.S. history (Hayward, California, 1991).  His work against the five families of the U.S. mafia led to convictions against the former boss of the Bonanno family, the arrest and conviction of an FBI Top-10 fugitive, and a successful undercover operation against the leadership of the Genovese family. His work earned many awards, and was profiled in the New York Times. After his many successful initiatives against the mafia, he led one of the first Computer Crimes & Intellectual Property programs in the country, and prosecuted the then-largest attempted identity fraud case in U.S. history.

Mr. Walden continues his commitment to public service through various pro bono and charitable activities. He is a member of the Board of Directors of Day One, City Bar Fund, Fund for Modern Courts, and the Board of Visitors of Temple University Beasley School of Law. In 2007, Mr. Walden was awarded the firm's prestigious Frank Wheat award for his work on behalf of thousands of indigent and disabled New Yorkers, who had food stamps wrongfully terminated.   His work on that matter resulted in retroactive benefits being awarded to more than 11,000 class members, totaling more $14,000,000.  Mr. Walden represents various elected officials and community groups in actions against the City of New York, including actions (a) striking down action by the Mayor and the City Council to sidestep publicly approved term limits legislation, (b) seeking to prevent the City's Department of Corrections from reopening a prison in a residential neighborhood in Brooklyn, and (c) seeking to direct the Mayor and his Director of Finance to pay year-end property rebates to New York City homeowners.  He has also represented various individuals in pro bono matters, including members of law enforcement (NYPD and FBI).

Mr. Walden recently taught at the Rule of Law symposium, hosted by the U.S. State Department, which brought together law students from University of Arkansas Law School and law students at various schools in the Ukraine. Focusing on issues of political and commercial corruption, Mr. Walden's seminar taught students about international efforts to combat bribery, including through the enforcement of the Foreign Corrupt Practices Act by U.S. authorities.  Mr. Walden also taught at the invitiation of the Antitrust Division of the Department of Justice, lecturing on internal-investigation practices to the Division's new attorneys.


Michael Halloran has many years of experience in securities and corporate law. He has extensive experience handling public and private financing as well as mergers and acquisitions, primarily in the technology and financial institutions arenas.

From 2006 – May, 2008, Mr. Halloran served as Counselor to the Chairman and Deputy Chief of Staff of the SEC. In his role as Counselor to the Chairman, he advised the Chairman on the SEC’s program to promote investor protection and capital formation and acted as primary legal counsel to the Chairman.  As Deputy Chief of Staff, he administered for the Chairman the divisions and offices of the SEC that have a legal focus, such as Corporation Finance, Investment Management, Trading and Markets, and Enforcement, and also administered the Office of Chief Accountant.

From 1990-1996, Mr. Halloran served as Group Executive Vice President and General Counsel with Bank of America Corporation. In that role, he served as Chief Worldwide Legal Officer for Bank of America, managing more than 450 employees, including 185 attorneys, and was advisor to the Board and senior management. He negotiated, closed and implemented more than 30 acquisitions, including some of the then largest and most complex in the banking industry, resulting in Bank of America becoming one of the largest financial institutions in the world.

Mr. Halloran has served as the lead advisor on multiple forms of corporate finance and structuring transactions worth hundreds of billions of dollars, including formation of private equity funds and advice on portfolio investments, acquisitions, all forms of corporate and partnership public offerings, investment company and investment advisory firms and funds, project financings, and secured debt financings. He has represented sellers and buyers, boards of directors, and investment bankers.

Mr. Halloran is also a frequent speaker and publisher. He recently spoke at the Hoover Institute at Stanford University on "The Future of Central Banking."  He has also spoken at the National Association of Corporate Directors Annual Corporate Governance Conference and at the American Bar Association Annual Meeting Section of Business Law Banking Law Committee on “Risk Management Post-Bear Stearns.” He is the lead editor of the well-known and widely used text entitled Venture Capital & Public Offering Negotiation, which is updated annually. Additionally, he has authored numerous white papers and articles.


William L. Deckelman, Jr.

Bill Deckelman is Vice President and General Counsel of CSC, a Fortune 200 company headquartered in Falls Church, Virginia. With revenues of $17 billion and over 92,000 employees, CSC is a global provider of IT-enabled solutions and services to government and commercial clients in over 100 countries. Mr. Deckelman is responsible for CSC’s global legal, contracts and compliance organizations. The CSC legal department includes 110 attorneys located in the United States and sixteen other countries and the contracts organization includes over 400 global contract professionals.

Mr. Deckelman joined CSC in 2008. Previously he served as General Counsel of Affiliated Computer Services, Inc., Dallas, Texas. Throughout his legal career he has practiced both as outside and in-house counsel, specializing in corporate, securities and information technology law. He received his J.D., with Honors, from the University of Arkansas School of Law where he was a member of the Arkansas Law Review.  Mr. Deckelman is currently enrolled in the L.L.M. program in International Business and Economic Law at Georgetown University Law Center in Washington, D.C.
 


Alan L. Beller is a preeminent legal advisor and recognized thought leader regarding securities law, capital markets and corporate governance.  He is a Senior Counsel at Cleary Gottlieb Steen & Hamilton LLP.

Alan currently serves in leadership oversight roles for organizations dedicated to long-term quality and stability of capital markets and the best interests of investors and issuers.

Alan is a member of the Board of Directors and the Audit and Risk Committees of The Travelers Companies, Inc., a Dow Jones company.

He is also a:

—Trustee of the IFRS Foundation, which is responsible for governance and oversight of the International Accounting Standards Board and International Financial Reporting Standards, the global system of accounting standards used in more than 130 countries.

—Member of the Sustainability Accounting Standards Board, which is developing industry-specific sustainability accounting standards that enable public companies to communicate financial material and decision-useful information to investors.

Alan was the Director of the Division of Corporation Finance of the U.S. Securities and Exchange Commission and a Senior Counselor to the Commission from January 2002 until February 2006. During his four-year tenure, he led the Division in producing the most far- reaching corporate governance, financial disclosure and securities offering reforms in SEC history. Among his accomplishments were the implementation of the corporate provisions of the Sarbanes-Oxley Act of 2002, the adoption of the first general corporate governance standards for listed companies and the successful completion of comprehensive securities offering reforms.

During his more than 30 years of experience in private practice with Cleary Gottlieb, Alan has represented market-leading US and non-US companies, independent directors and audit committees in complex transactions, including privatizations, demutualizations and other initial public offerings, and corporate governance, securities, corporate, and accounting and auditing matters. He has lectured and written extensively on these and other topics.


Elisse B. Walter was appointed Commissioner of the Securities and Exchange Commission by President George W. Bush and served from July 2008 until August 2013.  She was designated the 30th Chairman of the SEC by President Barack Obama, and she served as the agency's leader from December 2012 to April 2013. She also served as Acting Chairman in January 2009.

Prior to her appointment as an SEC Commissioner, Ms. Walter served as Senior Executive Vice President, Regulatory Policy & Programs, for the Financial Industry Regulatory Authority (FINRA. She held the comparable position at NASD before its 2007 consolidation with NYSE Member Regulation.

Ms. Walter coordinated policy issues across FINRA and oversaw a number of departments including Investment Company Regulation, Corporate Financing, Member Education and Training, Investor Education, Emerging Regulatory Issues and Disciplinary Affairs. She also served on the Board of Directors of the FINRA Investor Education Foundation.

Prior to joining NASD, Ms. Walter served as the General Counsel of the Commodity Futures Trading Commission. Before joining the CFTC in 1994, Ms. Walter was the Deputy Director of the Division of Corporation Finance of the SEC. She served on the SEC's staff beginning in 1977, both in that Division and in the Office of the General Counsel, including service as Associate General Counsel. Before joining the SEC, Ms. Walter was an attorney with a private law firm.

Ms. Walter is a member of the Board of Directors of Occidental Petroleum Corporation, the Sustainability Accounting Standards Board, the National Women’s Law Center and the FINRA Investor Education Foundation, and a member of the Board of Governors of FINRA. She is a member of the Academy of Women Achievers of the YWCA of the City of New York and the inaugural class of the DirectWomen Board Institute. She also has received, among other honors, the Presidential Rank Award (Distinguished), the Association of SEC Alumni William O. Douglas Award, the SEC Chairman's Award for Excellence, the SEC's Distinguished Service Award, and the Federal Bar Association's Philip A. Loomis, Jr. and Manuel F. Cohen Awards.

She graduated from Yale University with a B.A., cum laude, in mathematics and received her J.D. degree, cum laude, from Harvard Law School. Ms. Walter is married to Ronald Alan Stern.


Gregory S. Bruch represents public companies, audit committees and special committees, broker-dealers, hedge funds and asset managers, accountants and lawyers, and other institutions and individuals in civil and criminal securities law enforcement, compliance and litigation.  Mr. Bruch has been lead counsel for securities enforcement and related civil and criminal matters for many leading companies and financial services firms.  He has served as corporate monitor, counsel to the corporate monitor, and independent compliance consultant for a range of subjects arising from SEC and DOJ settlements.  He is recognized as a leading attorney in securities regulation and litigation, and white-collar defense, by Chambers USA (2006-2018), The Best Lawyers in America® (2007-2018), Benchmark Litigation, and other publications. 

Mr. Bruch worked at the SEC’s Division of Enforcement for 12 years, the last five as an Assistant Director, where he was responsible for many of the agency’s significant enforcement actions concerning complex financial fraud, market manipulation, insider trading, and the FCPA.  Prior to co-founding Bruch Hanna LLP, Mr. Bruch was a partner in the Washington, DC offices of Willkie Farr & Gallagher LLP and Foley & Lardner LLP.

Mr. Bruch is a frequent speaker and panelist on securities enforcement matters, and has been quoted in numerous media publications. He graduated from Stanford University (AB History, 1982), and from the University of Iowa College of Law (JD with High Distinction, 1985), where he was the Editor in Chief of the Iowa Law Review and received the Legal Scholarship Award from the law faculty.  Following graduation, Mr. Bruch was a law clerk to the Hon. George E. MacKinnon of the United States Court of Appeals for the DC Circuit.


James L. Holzman is the senior member of Prickett, Jones & Elliott, P.A. His litigation practice concentrates principally on defense of litigation involving mergers and acquisitions, corporate governance, securities law, and other complex business matters. He has tried cases in all of Delaware's principal trial courts and in federal courts both in and outside of Delaware. His corporate law practice focuses on advising Delaware corporations, boards of directors, and board committees on fiduciary duties and the application and construction of provisions of the Delaware General Corporation Law in contexts such as mergers and acquisitions and other transactional settings and those involving governance and compliance issues.  He has represented special board committees formed to negotiate major transactions as well as those convened to conduct investigations.

 Mr. Holzman is a longtime member of the Council of the Corporation Law Section of the Delaware State Bar Association. As chair of the Council from 2008 through 2010, he led the legislative and other responses of the Council to the unprecedented events in the financial markets. He is a member of the Delaware Court of Chancery Rules Committee. He has served the Court of Chancery as a special master in several complex cases. He also has held a number of leadership positions with the American Bar Association, chairing the Business and Corporate Litigation Committee, and serving as a member of the Editorial Board of The Business Lawyer, among other positions.


Meredith Cross is a partner in the Transactional and Securities Departments, and a member of the Corporate Practice and Strategic Response Group in the Washington, D.C. office of Wilmer Cutler Pickering Hale and Dorr LLP.  Ms. Cross advises public companies and their boards on disclosure and other corporate finance securities law and corporate governance matters, including SEC enforcement matters involving corporate finance issues.  Ms. Cross rejoined the firm in 2013, after having served as Director of the Division of Corporation Finance of the SEC since 2009.

While serving as the Director of the Division of Corporation Finance of the SEC, Ms. Cross led the Division's efforts to implement both the Dodd-Frank Act and the Jumpstart Our Business Startups (JOBS) Act. Under her leadership, the Division recommended close to 60 rulemaking releases to the Commission.   Ms. Cross testified before Congress numerous times on a broad range of issues including corporate governance, capital formation, risk retention in asset-backed securities offerings, executive compensation oversight, and agency management and budget.
 
Before first joining WilmerHale in 1998, Ms. Cross served in a variety of positions in the Division of Corporation Finance at the SEC from 1990 to 1998, including Deputy Director, Associate Director (International and Small Business) and Chief Counsel.  Prior to first joining the SEC staff, she was an associate and counsel at King & Spalding in Atlanta from 1983-1990.  She clerked for Judge Albert J. Henderson of the US Court of Appeals for the Eleventh Circuit (1982-1983). 

Ms. Cross currently serves as Chair of the Securities Regulation Institute and as Co-Chair of the Practicing Law Institute’s Annual Institute on Securities Regulation.  She is a frequent speaker at securities and corporate governance law conferences.  She is a member of the Securities Institute Advisory Committee, a Fellow in the American College of Governance Counsel, and previously served as a member of the ABA Corporate Laws Committee.  She is a member of the Board of Governors of the Wilmer Eye Institute at Johns Hopkins. 

Education

  • JD, Vanderbilt University School of Law, 1982, Order of the Coif, Vanderbilt Law Review
  • BA, cum laude, Duke University, 1979

Honors & Awards

  • Recognized for her exceptional securities practice in the 2006-2009 and 2014-2018 editions of Chambers USA: America's Leading Lawyers for Business
  • Selected by peers for inclusion in the 2005-2019 editions ofBest Lawyers in America for securities and capital markets law. Named by Best Lawyers as Washington DC Securities/Capital Markets "Lawyer of the Year" in 2017. 
  • Recipient of the 2014 Linda Quinn Lifetime Achievement Award by TheCorporateCounsel.net
  • Named to the NACD Directorship 100, A Who's Who of the American Corporate Governance Community, in 2010
  • Recognized as a Dealmaker of the Year by The American Lawyer in 2003

 


Ms. Thomsen, who was the first woman to serve as the Director of the Division of Enforcement at the Securities and Exchange Commission, is a litigator practicing in Davis Polk’s Washington DC office. Her practice concentrates in matters related to the enforcement of the federal securities laws. She has represented clients in SEC enforcement investigations and inquiries, in enforcement matters before other agencies, including the Department of Justice (various U.S. Attorneys Offices) and the Commodities Futures Trading Commission, in investigations and inquiries from self-regulatory agencies, including FINRA, and in internal investigations. These matters, which are typically non-public, have covered a broad range of securities related subject matters, including insider trading, foreign corrupt practices, financial reporting, manipulation and regulatory compliance. Her clients have included major financial institutions, regulated entities, public companies and senior executives.

Ms. Thomsen returned to Davis Polk in 2009 after 14 years of public service at the SEC. While there she held a variety of positions and ultimately served as the Director of Enforcement from 2005 through February 2009. During her tenure as the Director of Enforcement, she led the Enron investigation, the auction rate securities settlements, the stock options back dating cases and the expansion of the enforcement of the Foreign Corrupt Practice Act.

She is a graduate of Smith College (A.B. ’76, Government (High Honors)) and Harvard Law School (J.D. ’79).


Ralph Ferrara's practice includes a wide range of litigation, business regulatory and corporate governance matters. He represents corporations and individuals in complex securities class and shareholder derivative actions, advises corporate clients on Securities and Exchange Commission reporting and disclosure requirements, represents corporations and individuals in government investigations and enforcement proceedings, conducts corporate internal investigations, handles consumer financial services issues and counsels corporate officers and boards on all of these matters. Mr. Ferrara has argued on five occasions before the United States Supreme Court on cases, appeared in each of the U.S. Circuit Courts of Appeal and represented clients in state and federal courts across the country.

Prior to joining Proskauer, Mr. Ferrara was associated with two internationally ranked law firms where he served as Managing Partner of the Washington, DC office for one of the firms and also served on the firm’s Management Committee.  Ralph also served as General Counsel of the Securities and Exchange Commission from 1978-1981. In that capacity, he argued several cases before the United States Supreme Court including: Burks. v. Lasker; Transamerica Mortgage Advisors, Inc. v. Lewis; Aaron v. Securities and Exchange Commission; and Steadman v. Securities and Exchange Commission. During his career with the Securities and Exchange Commission, Ralph was appointed as Chief of Staff or Special Counsel to three Chairmen.

Mr. Ferrara has authored many books and treatises, as well as numerous articles for academic and professional journals and has lectured before a number of associations and institutes. Included among his publications are: Debt Despair & Deliverance: Commentary and Analysis on The Consumer Financial Protection Bureau (Wolters Kluwer Law & Business, 2011); Consumer Financial Protection Bureau Reporter with Practice Commentary and Analysis, 4 vols. (Wolters Kluwer Law & Business, 2011); Takeovers: A Strategic Guide to Mergers and Acquisitions (Aspen Law & Business, 2011); Ferrara on Insider Trading and the Wall (Law Journal Press, 2d ed., 2001); Managing Marketeers: Supervisory Responsibilities of Broker-Dealers 2nd Investment Advisers (CCH, 2000); Shareholder Derivative Litigation: Besieging the Board (Law Journal Seminars-Press, 2008 and updates); Ferrara on Insider Trading and the Wall (Law Journal Press, 1995 and updates); Takeovers II: A Strategist's Manual for Business Combinations in the 1990s (Butterworths, 2d ed., 1993); Beyond Arbitration: Designing Alternatives to Securities Litigation (Butterworths, 1991); Stockbroker Supervision: Managing Stockbrokers and Surviving Sanctions (Butterworths, 1989); Redeeming Fallen Brokers: Managing the Aftermath of Broker-Dealer Enforcement Proceedings (Butterworths, 1988); Takeovers: Attack & Survival (Butterworths, 1987); Securities Practice: Federal and State Enforcement (Callaghan, 1985 and updates).


Richard H. Walker is a member of King & Spalding, specializing in crisis management, cross-border government investigations and complex financial litigation, litigation assessment, corporate governance and compliance issues.

Mr. Walker retired from Deutsche Bank in 2016 after over 14 years, during which time he served in the roles of Vice Chairman, General Counsel and a member of the Group Executive Committee at different times.

Prior to joining Deutsche Bank, Mr. Walker served as the Director of the Division of Enforcement of the United States Securities and Exchange Commission from April 1998 to September 2001. For over two years prior to his appointment to that position, Mr. Walker served as the Commission’s General Counsel. He is the only person in the agency’s history to have served in both of these senior roles. Prior to his appointment as General Counsel, Mr. Walker was the Regional Director of the Commission’s Northeast Regional Office from 1991 through 1995.

Mr. Walker was awarded the Presidential Rank Distinguished Service Award in 1997 -- the highest federal award for government service. He also received the Commission’s Distinguished Service Award in 2000 and the Chairman’s Award for Excellence under both Chairman Levitt in 2000 and Chairman Breeden in 1992. In 1997, he was awarded the Commission’s Law and Policy Award in recognition of his participation in the government’s victory in U.S. v. O’Hagan, in which the United States Supreme Court upheld the misappropriation theory of insider trading.

Prior to joining the Commission, Mr. Walker spent 15 years in the New York office of Cadwalader, Wickersham & Taft, where he was a litigation partner specializing in corporate, securities, and commercial litigation. From 1975 to 1976, Mr. Walker served as law clerk to the Honorable Collins J. Seitz, former Chief Judge of the United States Court of Appeals for the Third Circuit. Mr. Walker is a 1972 Phi Beta Kappa graduate of Trinity College. In 1975, he was awarded his J.D. degree, cum laude, by Temple Law School, where he served as Editor-in-Chief of the Temple Law Quarterly.

Mr. Walker is a Trustee Emeritus of The American Folk Art Museum, former Co-Chair of The American Friends of Bucerius and a member of the Board of Directors of Pro Bono Partnership. He previously was a member of the Board of Directors of MBIA, Inc. (2006-2008) and served on the NYSE Legal Advisory Committee (2001-2005). He is also a member of Temple University Beasley School of Law Board of Visitors and served as a member of Trinity College Board of Fellows.

Mr. Walker is a frequent lecturer on banking, securities and corporate governance topics and has been an adjunct professor at the University of Pennsylvania Law School where he co-taught a course in crisis management in the 2017 and 2018 Fall semesters.


Rob Khuzami currently serves as Deputy United States Attorney in the United States Attorney’s Office for the Southern District of New York.

From July 2013 until January 2018, Rob was a partner in the Government & Internal Investigations Practice Group at Kirkland & Ellis LLP.

Rob served for four years (2009-13) as Director of Enforcement for the United States Securities and Exchange Commission.  

From 2002 to 2009, Rob worked at Deutsche Bank AG in New York, serving first as Global Head of Litigation and Regulatory Investigations (2002-04) and then as General Counsel for the Americas (2004-09).

From 1990 to 2002, Rob served as an Assistant U.S. Attorney in the United States Attorney’s Office for the Southern District of New York, where he tried ten criminal trials to verdict.  For three years (1999-2002), Rob served as Chief of that Office’s Securities and Commodities Fraud Task Force.  Rob was also a member of the prosecution team in United States v. Abdel Rahman, et al., the then-largest terrorism trial in U.S. history that resulted in the conviction of Omar Ahmed Ali Abdel Rahman, and nine co-defendants for operating an international terrorist organization responsible for, among other things, the 1993 bombing of the World Trade Center, the 1990 murder of Rabbi Meir Kahane, and the July 1993 plot to bomb the United Nations, the Lincoln and Holland Tunnels, and the FBI Headquarters.

From 1984 to 1990, Rob was an associate at Cadwalader, Wickersham & Taft in New York.

From 1983 to 1984, Rob was a law clerk to the Hon. John R. Gibson of the United States Court of Appeals for the Eighth Circuit.

Rob is a 1983 graduate of Boston University School of Law, where he served as Editor-in-Chief of the American Journal of Law and Medicine, and a 1979 magna cum laude graduate of the University of Rochester, with a B.A. in political science and philosophy.

 


Simon M. Lorne has served in a wide variety of public sector, academic and private sector positions during the course of his career.  In the public sector, he was General Counsel of the United States Securities and Exchange Commission from 1993 to 1996.  In the academic sphere, he served as the co-director of Stanford Law School’s Directors’ College from 1999 to 2016, and is an adjunct professor at the New York University Law School and the NYU Stern School of Business.  He has previously held positions on the faculties at the University of Pennsylvania Law School and the University of Southern California Law School.

In the private sector, Mr. Lorne is currently the Vice Chairman and Chief Legal Officer of Millennium Management LLC, an alternative asset manager responsible for approximately $40 billion (as of June 2019) in assets under management, with offices throughout the world.  He has held that position since 2004.  Prior to joining Millennium he was a partner in the Los Angeles-based law firm of Munger, Tolles & Olson LLP (from 1972 to 1993 and again from 1999 to 2004); the global head of internal audit at Salomon Brothers (now a unit of Citigroup) (from 1996 to 1998); and the global head of Compliance at Citigroup (1998-1999).  He also serves on the Board of Directors and chairs the audit committee of Teledyne Technologies, Inc. and as Chairman of the Alternative Investment Management Association, and is on the Board of a number of nonprofit organizations.  In 2015, he was selected as one of the 100 most influential corporate directors by the US National Association of Corporate Directors.

Mr. Lorne has authored two books (“Acquisitions and Mergers: Negotiated and Contested Transactions,” and “A Director’s Handbook of Cases”), three practitioner-oriented monographs and a number of articles in law reviews, magazines and other publications.  He is a frequent speaker at academic and industry symposia dealing with issues in the areas of securities regulation, securities law more broadly, and internal controls.

Mr. Lorne is a graduate of Occidental College, with an A.B. (cum laude, Phi Beta Kappa), and the University of Michigan Law School (J.D., magna cum laude).


Thomas C. Newkirk is Co-Chair of the Securities Litigation and Enforcement Practice. Drawing on his 19 years as a senior official with the Securities and Exchange Commission, he represents companies and their leaders in confidential investigations related to such issues as accounting, disclosure, insider trading, and the Foreign Corrupt Practices Act. He also counsels corporate boards and board committees with respect to corporate governance and compliance and defends private class and derivative securities actions.

Since 2010, Chambers USA has consistently recognized Mr. Newkirk as one of the country’s leading lawyers in Securities/Regulation/Enforcement Law, and he has been named one of the top securities lawyers in Washington by Washington DC Super Lawyers and Washingtonian magazine every year since 2009. He is AV Peer Review Rated, Martindale-Hubbell’s highest peer recognition for ethical standards and legal ability. Mr. Newkirk is a member of the firm’s Securities Practice and Japan Practice.

Since joining the firm in 2004, Mr. Newkirk has represented major public companies, hedge funds, investment advisers, their senior executives, boards and board members in a wide range of Securities and Exchange investigations and related civil litigation.

Before joining the firm, Mr. Newkirk spent 19 years with the U.S. Securities and Exchange Commission, first as Chief Litigation Counsel and then as an Associate Director of the Division of Enforcement where he led the investigations of some of SEC’s most significant cases. During his government service, Mr. Newkirk received numerous accolades, including two Presidential Meritorious Executive Awards, the SEC Chairman’s Award for Excellence, the SEC’s Law and Policy Award, and the SEC’s Distinguished Service Award, among others. He currently serves on the Executive Council of the Federal Bar Association’s Securities Law Committee. Mr. Newkirk writes and lectures frequently on SEC enforcement matters.

Education

  • Cornell University Law School, L.L.B., 1966; With Distinction; Order of the Coif; Board Member, Phi Kappa Phi; Editor, Cornell Law Review
  • Cornell University, B.A., 1964; College of Arts and Sciences, Phi Eta Sigma


A partner in the Corporate and Litigation Departments, Stephen Lamb focuses his practice on Delaware corporate law and governance issues arising in a variety of transactional and litigation contexts. 

EXPERIENCE

Judge Lamb joined Paul, Weiss in 2009 from the Delaware Court of Chancery, where he had served as Vice Chancellor since 1997. While on the Court of Chancery, Judge Lamb decided many important corporate and commercial law matters, including the multibillion-dollar Huntsman/Hexion merger agreement dispute, the fight over the governance of IAC/Interactive Inc. and many other significant cases. Over the course of his 12 years of service, Judge Lamb gained a national reputation as a knowledgeable, fair and efficient jurist. 

Judge Lamb advises Paul, Weiss clients on a full range of issues that arise in transactions, investigations and litigation. Judge Lamb counsels boards of directors, special committees and independent committees on numerous issues, including fiduciary duties and other Delaware law aspects of corporate management, focusing especially on mergers and acquisition matters. 

Some of Judge Lamb’s recent representations include:

  • The Special Committee of C&J Energy in connection with its go-shop process;
  • SIGA Technologies, Inc., in an appeal to the Delaware Supreme Court arising from a contract dispute with PharmAthene, Inc.;
  • Encana Corporation’s defense of shareholder litigation arising out of the acquisition of Athlon Energy Inc. by its indirect, wholly owned subsidiary in a transaction valued at approximately $7.1 billion;
  • Emdeon in its $3 billion sale to Blackstone;
  • Harbinger Capital Partners’ defense of shareholder litigation arising out of the sale of its controlling interest in Spectrum Brands, Inc. to Harbinger Group, Inc.; and
  • Viacom in a dispute over earn-out payments to selling stockholders of Harmonix Music Systems, developer of the “Guitar Hero” and “Rock Band” video games.

Judge Lamb continues to lecture and write on numerous corporate governance and Delaware law issues. He is recognized as a leading Delaware Chancery lawyer by Chambers USA and by Lawdragon as one of the 500 leading lawyers in the United States. He is a member of the American Law Institute and the Delaware State Bar Association. Judge Lamb is also a founding member of NYSE Euronext’s Commission on Corporate Governance.

Early in his career, Judge Lamb served as a Special Counsel in the Office of the General Counsel of the United States Securities and Exchange Commission.


James L. Kroeker was appointed a member and vice chairman of the Financial Accounting Standards Board (FASB) on September 1, 2013. In the latter role, he assists the FASB chairman in representing the Board to external stakeholders and in conducting its internal operations, in addition to serving as a voting member of the Board.

Mr. Kroeker joins the FASB from Deloitte, where he served as the Deputy Managing Partner for Professional Practice. Prior to joining Deloitte in January 2013, he served as the Chief Accountant of the Securities and Exchange Commission from January 2009 until his departure in 2012. In this capacity, Jim served as the senior accounting professional for the Commission and the principal advisor to the Commission on all accounting and auditing matters. In his capacity at the SEC, he was responsible for resolution of a wide range of globally significant accounting and auditing issues.

Since joining the Commission in February 2007, Jim played a key role in efforts to improve the transparency and reduce the complexity of financial disclosure. He served as staff director of the SEC's Congressionally-mandated study of fair value accounting standards, and he has led the efforts of the Office of the Chief Accountant to address the economic crisis, including steps to improve off-balance sheet accounting guidelines. Jim also served as the Designated Federal Officer responsible for the staff oversight of the SEC's Advisory Committee on Improvements to Financial Reporting. He also was responsible for the day-to-day operations of the office, including resolution of accounting and auditing practice issues, rulemaking, and oversight of the FASB and PCAOB.

Prior to joining the SEC, Jim was a partner at Deloitte in the firm's Professional Practice Network and was responsible for providing consultation and support regarding the implementation, application, communication and development of accounting standards, including disclosure and reporting matters. Jim was Deloitte & Touche's representative on the AICPA Accounting Standards Executive Committee (AcSEC). He also served as a Practice Fellow at the Financial Accounting Standards Board.

Jim received a Bachelor of Science degree with an emphasis in accounting from the University of Nebraska in May 1992.


Ms. Foran is Chief Governance Officer, Senior Vice President and Corporate Secretary of Prudential Financial, Inc.  Her role at Prudential also includes oversight of the Company’s Shareholder Services and Sustainability divisions.

She has been a corporate governance leader throughout her career at Sara Lee Corporation, Pfizer, Inc. and J.P. Morgan & Co., Inc.  Ms. Foran is a director on the board of Occidental Petroleum Corporation and Chairperson of its Executive Compensation Committee.  She is also a member of its Corporate Governance, Nominating and Social Responsibility Committee.  She previously served on the Board of Directors of The MONY Group Inc. and MONY Life Insurance Company.

Her proactive shareholder outreach and thought leadership on key governance issues has earned her global recognition as a leader in corporate governance.  She has been recognized as one of the Most Influential People in Corporate Governance by Directorship Magazine for five consecutive years.  In 2011, she was identified by Treasury and Risk Magazine as one of the Most Influential People in Finance.  In 2013, Corporate Secretary Magazine named Ms. Foran “Governance Professional of the Year”.  In 2015, Ms. Foran received both the Linda Quinn Lifetime Achievement Award from TheCorporateCounsel.net, and Corporate Secretary Magazine’s Lifetime Achievement Award.

Ms. Foran currently serves as an active member of many influential advisory boards including as a liaison to the American Bar Association’s Commission on Diversity and the Corporate Law Committee, Catalyst’s Advisory Board, the Weinberg Center for Corporate Governance’s Advisory Board, NACD’s Nominating and Governance Committee Chair Advisory Council, the Center for Audit Quality (CAQ) Stakeholders’ Advisory Panel and Cybersecurity Advisory Panel, the International Integrated Reporting Council, the International Corporate Governance Network’s Corporate Risk Oversight Committee, and, the Society for Corporate Governance’s Environmental & Social Working Group, Executive Director of Prudential’s Sustainability Council, and Executive Sponsor of Prudential’s ADAPT initiative.

Ms. Foran received her B.A., magna cum laude, and J. D. degrees from the University of Notre Dame.  She is admitted to the New York, Illinois, Pennsylvania, and New Jersey (In-house) Bars. 


Sharie Brown is a partner in the White Collar & Government Investigations Practice Group in the firm’s Washington, DC office. She is a recognized leader in ethics, compliance and internal investigations involving financial fraud and corruption for US and non-US companies. As a former federal prosecutor, a Mobil Oil compliance and ethics officer, and a leader of white collar and compliance practices at major law firms, Sharie is regarded as a trusted advisor, counselor and skilled investigator for board audit committees, corporate senior management and general counsels in several regions of the world. Her experience, leadership and frequent media contributions regarding corporate fraud and corruption make her an international thought leader in the field.

Sharie represents international corporations and conducts internal investigations, audits and transactional due diligence worldwide in the areas of the Foreign Corrupt Practices Act (FCPA), including the Dodd-Frank whistleblower program, the UK Bribery Act, OFAC sanctions compliance and international trade controls, corporate ethics and compliance, Section 301 tariffs and International Trade Commission proceedings,  and USA Patriot Act anti-money laundering. Sharie regularly represents US and non-US clients in complex matters involving the US Department of Justice, the US Department of Treasury, the US Securities and Exchange Commission, the US Department of Commerce, the US State Department, US Congressional Committees, and other local regulatory agencies.

Prior to joining Troutman Sanders, Sharie chaired the White Collar Defense & Corporate Compliance Practice Group and the Foreign Corrupt Practices Act (FCPA), Anti-Corruption and Corporate Compliance Practice Group at two leading law firms. Before joining these other law firms, Sharie worked at Mobil Oil Corporation’s Office of General Counsel, where she served as an ethics and compliance officer. In that capacity, she developed a worldwide ethics and compliance program, a code of conduct and employee training videos, as well as pamphlets on the FCPA, and Iran, Iraq, Cuba and Libya sanctions compliance. As Mobil's policy advisor in Corporate Planning and Economics, she handled trade, tax and sanctions policy issues. In addition, she directed Mobil's state government relations in key states prior to her Corporate Planning assignment.

Prior to Mobil, Sharie was an Assistant United States Attorney in the Eastern District of Pennsylvania, where she handled tax, bank fraud and securities fraud cases. She was commended by FBI Director William Sessions for her co-prosecution of a securities fraud RICO, among other enforcement agency commendations. Sharie also clerked for the Honorable Richard M. Bilby, United States District Court, District of Arizona.

Sharie has authored, contributed to or been the feature of numerous articles regarding her practice areas, in publications such as the Wall Street Journal, the National Law Journal, Law360.com, and many others. She has also presented or moderated numerous FCPA, anti-corruption, anti-money laundering, compliance, and OFAC sanctions panels all over the world, including the Middle East, Africa and Europe.  She serves as co- chair of the District of Columbia Bar Association’s International Law Community, and is an active member of the University of Pennsylvania Board of Overseers for the School of Arts and Sciences.


Susan G. Markel is a Managing Director in the firm's Financial Advisory Services group. With more than 30 years of experience in a broad range of areas related to corporate financial reporting, she dedicated nearly 15 years to the Division of Enforcement at the Securities and Exchange Commission ("SEC"), focusing on financial fraud and financial reporting investigations.

Since joining AlixPartners in February 2009, Ms. Markel has focused on corporate investigations, litigation support and expert witness work.

Her findings and opinions have been communicated in expert witness reports as well as in reports and presentations to regulatory agencies, such as the SEC, the Public Company Accounting Oversight Board, and the Department of Justice.

Prior to joining AlixPartners, Ms. Markel was the Chief Accountant in the Division of Enforcement. She joined the SEC in 1994 as a Staff Accountant in the Division of Enforcement and became Chief Accountant in 2003. She has also served as an auditor for both public and non-public entities and is a frequent speaker nationally and internationally on public reporting and accounting issues and the enforcement of related rules by the SEC.
Ms. Markel received the SEC's Andrew Barr Award in 2000 and the Distinguished Service Award in 2006. In addition to being recognized by the Commission, the Federal Bureau of Investigation also honored her for tireless assistance, expert advice, and keen insights in the Cendant securities fraud case.

Prior to the SEC, Ms. Markel also worked for Arthur Andersen providing litigation support in various matters related to public reporting and international trade investigations. She graduated with honors with a Bachelor of Science in accounting from the University of Akron, Ohio. She is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants.