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Hot Topics for In-House Counsel 2019

Speaker(s): Audrey Rubin, Barbara B. Brown, Buckmaster De Wolf, Charan J. Sandhu, David A. Katz, Donald B. Verrilli, Jr., Elaine Goldenberg, Erin Dittus, Gail H. Zarick, Kevin Clem, Kevin Covert, Margaret Segall, Margot Miller, Maureen Naughton, Melissa Sawyer, Michael R. Caplan, Neer Gupta, Nicole A. Saharsky, Nitin Batra, Sarah E. Harrington, Suzanne Wachsstock, Thomas J. Kim
Recorded on: Nov. 15, 2019
PLI Program #: 248655

Melissa Sawyer is a partner in Sullivan & Cromwell LLP’s Mergers & Acquisitions Group and is co-head of the Firm’s Corporate Governance & Activism Practice. In addition to advising clients on public and private M&A transactions, joint ventures and strategic alliances, she also regularly advises clients on corporate governance, activism and takeover defense matters. Ms. Sawyer’s experience spans multiple industries, including consumer and retail, industrials, medtech and insurance.

Named 2020 “Dealmaker of the Year” by The American Lawyer, Ms. Sawyer has been repeatedly recognized as a leading M&A adviser. She is ranked by Chambers USA in Corporate/M&A, where clients describe her as “an absolute superstar,” and was named a Client Service All-Star by BTI. She was also named to The Deal’s “Women in M&A: The Powerhouse 20” for shaping the industry with her novel approach to transactions and has been recognized as a Law360 MVP in Food & Beverage, one of Crain’s “Leading Women Lawyers in New York City” and was named “Dealmaker of the Week” by The American Lawyer. Additional accolades include receiving a Burton Award for Legal Achievement and being chosen as an Empire State Counsel Honoree by the New York State Bar Association.

Ms. Sawyer has recently advised: Apollo Education, AT&T, BBA Aviation, CONMED, CPPIB, CSM Bakery, Diageo, DS Smith, FXI, GameStop, Novartis, OTPP, Sotheby’s, Tiffany & Co. and UnitedHealth.

Ms. Sawyer is currently a Lecturer in Law at Columbia Law School and a Fellow of the American Bar Foundation. Ms. Sawyer has participated in numerous panels for the Practising Law Institute and regularly writes for The M&A LawyerThe Deal Pipeline and LexisNexis.

Recent Publications

·       “An ESG Playbook for Post-Pandemic M&A,” Bloomberg Law (2020)

·       “Fiduciary Duties in the Zone of Insolvency,” Bloomberg Law (2020)

·       “How boards can prepare for post-pandemic activism,” Corporate Secretary (2020)

·       “Dealing with activist directors with an M&A agenda,” Corporate Secretary (2020)

·       “Pain and Glory: M&A in 2019 and What to Expect in 2020,” The M&A Lawyer (2020)

·       “Carve-Out Transactions: Key Seller Considerations,” Practical Law (2019)

·       “Trends in Shareholder Activism,” The Corporate Governance Advisor (2019)

·       “How boards can approach human capital management,” Corporate Secretary (2019)


University of Virginia Law School, J.D. 2000

Washington and Lee University, B.A. 1997

Neer Gupta is an intellectual property attorney with over 20 years of experience in the areas of patent licensing, litigation, and strategy.  Neer joined Verizon Communications in 2008 and is currently Associate General Counsel, Intellectual Property.  In this role, Neer is responsible for a variety of transactional matters involving the company’s intellectual property, and is the President of the company’s patent licensing entity.  His areas of responsibility include intellectual property issues as they relate to mergers and acquisitions, licensing, patent purchases and sales, customer and vendor contracts, participation in standards bodies, open source software, and other strategic activities of Verizon and its affiliates.

Prior to joining Verizon, Neer was Executive Counsel for The Walt Disney Company in Burbank, CA, where he was responsible for establishing a comprehensive patent strategy, as well as handling patent litigation and patent licensing matters.  Prior to Disney, Neer provided intellectual property advisory services to Fortune 500 companies while at ThinkFire Services, and was a litigation associate at Pennie & Edmonds and Clifford Chance Rogers & Wells, both in New York City.

Neer received his Bachelor of Engineering degree, magna cum laude, in Electrical Engineering and Math from Vanderbilt University, and his law degree from New York University.

Audrey H. Rubin is Vice President and Chief Operating Officer of the Law Department of Aon Corporation.  Audrey is responsible for all financial, technology, personnel, strategic planning, and operations of that worldwide department.

Rubin has been a consultant on legal industry improvements, and COO for two prominent law firms.  Rubin was General Counsel for three global companies: Orbitz, Grant Thornton, and Apollo Travel Services.  She has also served as Corporate Secretary and board member of several international boards of directors.  Audrey is Adjunct Professor at University of Illinois College of Law, teaching “The Business of Law.”

Aon’s law department was awarded the ACC Value Challenge Award, largely for achievements under her direction.  It was also honored with a PEX award for her department’s achievements in process improvement.  She was the focus of a cover story in Inside Counsel on “How to Cut Legal Spending,” and featured in Crain’s Chicago Business, in “How Lawyers are like Office Supplies.”  She is a highly regarded speaker and columnist on operational improvements in the legal industry.

Rubin received her J.D. from Northwestern University School of Law, and graduated cum laude from Yale University.

She was honored by Illinois Legal Aid Online, receiving its “Early Adopter” award, and by the Anti-Defamation League, receiving its prestigious “Women of Achievement” award.

Barbara Brown is the senior employment lawyer in Paul Hastings’ Washington, D.C. office. She represents employers in the entire range of employment law matters, including:

  • employment discrimination class actions challenging pay, promotion, hiring and other personnel decisions;
  • Office of Federal Contract Compliance Programs compliance evaluations, particularly those focusing on compensation analysis;
  • whistleblower retaliation cases, under SOX, Dodd-Frank, discrimination laws, and other federal and state statutes;
  • wage and hour class actions;
  • sexual harassment investigations;
  • executive terminations and other personnel actions in the C suite; and
  • employment compliance diagnostics and strategic advice on diversity programs.

Ms. Brown served as the chair of the Washington, D.C. office of Paul Hastings from 2001-2013, as it more than doubled in size.  She served as Chair of the 25,000 member Labor & Employment Law Section of the American Bar Association, and has written and spoken extensively on employment law.  She co-authored seven editions of Equal Employment Law Update (BNA 7th ed., Fall 1999), a comprehensive treatment of appellate authority across the field of employment law and litigation, and The Legal Guide to Human Resources (Thomson/West, Supp. 2014).  She is a Fellow of the American College of Labor and Employment Lawyers, a former member of the Board of Trustees of the Legal Aid Society of the District of Columbia, and chair of the Board of Trustees of the Jewish Foundation for Group Homes.  She graduated from Yale Law School and clerked for Judge J. Joseph Smith on the U.S. Court of Appeals for the Second Circuit.

David A. Katz is a partner at Wachtell, Lipton, Rosen & Katz in New York City, an adjunct professor at New York University School of Law, and co-chair of the Board of Advisors of the NYU Law Institute for Corporate Governance and Finance.  Previously, he was an adjunct professor at Vanderbilt University Law School and at the Owen Graduate School of Management.  Mr. Katz is a corporate attorney focusing on mergers and acquisitions, corporate governance, shareholder activism and complex securities transactions, has been involved in many major domestic and international merger, acquisition and buyout transactions, strategic defense assignments and proxy contests, and has been involved in a number of complex public and private offerings and corporate restructurings.  He frequently counsels boards of directors and board committees on corporate governance matters and crisis management.

Mr. Katz taught Mergers and Acquisitions at New York University School of Law for over 15 years and previously co-taught a joint law and business short course on mergers and acquisitions at Vanderbilt University Law School with Delaware Chief Justice Leo Strine.  He is co-chair of the Tulane Corporate Law Institute.

In 2004, he was chosen by The American Lawyer as one of the 45 highest performing members of the private bar under the age of 45; in 2005, 2012 and 2015, he was selected by The American Lawyer as a Dealmaker of the Year; in 2016, he was named by NACD Directorship as one of the 100 most influential players in corporate governance for the seventh time; in 2013 he was named Lawyer of the Year by Global M&A Network; in 2014 and each of the five prior years he was named Who’s Who Legal’s Mergers and Acquisitions Lawyer of the Year, in 2014 was also named Who’s Who Legal’s Corporate Governance Lawyer of the Year and in 2015 and 2016 was named Who’s Who Legal’s Corporate Governance and M&A Lawyer of the Year; and in 2015 he was elected by The American College of Governance Counsel as an Inaugural Class Fellow.

Mr. Katz is a member of the American Bar Association, Section on Business Law, where he founded the Committee on Mergers and Acquisitions Task Force on the Dictionary of M&A Terms and a member of the Committee on Mergers and Acquisitions Subcommittee for Acquisitions of Public Companies.  Mr. Katz is also a member of the Federal Securities Laws Committee, the New York State Bar Association and the Association of the Bar of the City of New York.  Mr. Katz is a member of the Society for Corporate Governance and the National Association of Corporate Directors.  Mr. Katz serves as a member of the Board of Trustees at New York University and at New York University School of Law.  He sits on the Board of Directors of The Partnership for Drug-Free Kids and is a member of the Advisory Board at the John L. Weinberg Center for Corporate Governance at the University of Delaware. He writes a bi-monthly column on corporate governance for the New York Law Journal with his colleague Laura McIntosh.

Mr. Katz is a graduate of Brandeis University and New York University School of Law.

Erin Dittus is a Director in the Employment Law Group within the Office of the General Counsel at PwC.  Erin joined PwC in 2015 and advises the firm’s Human Capital team and Office of Partner Affairs on a wide range of employment and partner related issues and strategies.  Prior to joining PwC, Erin was in private practice with Jones Day and Winston & Strawn LLP, advising management in employment related matters, including employment litigation and compliance with federal, state and local employment laws.  Erin received her J.D. from Columbia Law School, where she was a Harlan Fiske Stone Scholar, and her B.A., cum laude, from Amherst College.  She is admitted to practice in New York. 

Kevin M. Covert is the Vice President and Deputy General Counsel for Human Resources at Honeywell International Inc.  In this role, he leads a department of over 15 legal professionals, with responsibility for all worldwide legal matters (including litigation, compliance and corporate transactions) relating to labor, employment, employee benefits and compensation.  He came to Honeywell in 1998 and has been in his current role since 2003.  Kevin is a graduate of Rider University (BS in Finance), Rutgers University School of Law (J.D.), New York University (LL.M. in Taxation), and the Wharton School of Business at the University of Pennsylvania (MBA with a Major in Finance).

Mike Caplan serves as the firm’s chief operating officer. As COO, Mr. Caplan manages the firm's business, financial and administrative operations. He serves on Goodwin's Executive and Management Committees, and focuses on the firm’s growth strategy and execution; he joined Goodwin in 2014.

His background includes roles in both corporate and consulting management positions where he has worked with over 30 general counsels in managing data analytics, technology project implementation, law firm relationship management and financial management. In consulting, he focused on managing engagements related to intelligent cost reduction for non-compensation expenses, program management, compliance, risk management and legal spend management. These practice areas focus on building relationships with corporate legal, sourcing and finance departments.

With legal, he focuses on teaching attorneys to use technology solutions to drive optimal return on investment for the business through the use of metrics, reports and trend analysis. Additionally, Mr. Caplan has worked with general counsels, legal CAOs and CIOs to develop reporting metrics and dashboards to focus on key spend areas such as litigation, e-discovery, outside counsel accruals and alternative fee savings. Mr. Caplan also hosts a quarterly legal advisory roundtable where industry executives come to discuss best practices, technology solutions and current issues facing the office of the general counsel.

Prior to joining Goodwin, Mr. Caplan served starting in 2011 as the global chief operating officer of Marsh & McLennan Companies’ Corporate Legal, Risk and Compliance Departments. Mr. Caplan was also the global director of operations for Goldman Sachs’s Legal Department from 2000-2006. In between Goldman Sachs and Marsh & McLennan Companies, Mr. Caplan ran his own legal operations consulting business supporting general counsels and corporate legal departments in the areas of technology, project management, data management and operations.

Mr. Caplan has nearly 10 years of experience in the accounting, financial, investment and consulting businesses and 10 years of corporate legal experience.

Suzanne is Chief Antitrust Counsel at Walmart, with global responsibility for the company’s antitrust policy and strategy.  Among other areas of focus, she oversees antitrust counseling across the company’s business units; handles regulatory inquiries from competition agencies; partners with the compliance and ethics teams to enhance and implement the company’s antitrust compliance program; works closely with the corporate development and business teams on all antitrust aspects of M&A, JV and other transactions; and partners with the government affairs, public policy and litigation teams on antitrust-related matters.

Suzanne is also a leader in the American Bar Association’s Section of Antitrust Law and a frequent speaker on antitrust topics.  She was recently elected a member of the Section’s Leadership Council, and previously a co-chair of the Section’s Corporate Counseling Committee and held leadership roles on the International, Financial Services and Distribution and Franchising Committees.  She currently sits on the Antitrust Council of the US Chamber of Commerce and on the board of Women@Competition Americas.  Suzanne received the 2015 International Law Office/Associate Counsel Association’s global individual award for in-house antitrust counsel, and has been profiled as a leading antitrust attorney in Global Competition Review’s “Women in Antitrust” report.

Suzanne received her J.D. from Harvard Law School and her A.B. from Harvard College.  Before joining Walmart in 2019, Suzanne spent 11 years as Chief Antitrust Counsel at American Express, after a career in private practice, beginning at Davis Polk & Wardwell and ultimately as a partner at Wiggin and Dana LLP, where she co-led the Firm’s Antitrust and Consumer Protection Group and was active in the Firm’s hiring, ethics, and diversity committees.

Suzanne is based in Washington, DC.

Buckmaster (Buck) de Wolf is Vice President, Environmental, Health & Safety, and Chief Intellectual Property Counsel for GE and General Counsel of GE Global Research based in Niskayuna, New York. Prior to this role, Buck was Senior Counsel Litigation & Legal Policy for GE with responsibility for overseeing Intellectual Property Litigation for the company.  

Prior to joining GE, Buck was a partner in the San Francisco Office of Howrey. Buck attended Boston College Law School, Middlebury College and The London School of Economics and Political Science.

Elaine Goldenberg focuses her practice on appellate and Supreme Court work and represents a spectrum of clients in appellate litigation across the country.  She has argued 12 cases in the U.S. Supreme Court and numerous cases in the federal and state appellate courts.  Before joining the firm, she served for five years as an Assistant to the Solicitor General at the U.S. Department of Justice, where she played a critical role in various significant matters before the Supreme Court and worked on formulating the government’s positions and appellate strategy.  She is a member of the American Academy of Appellate Lawyers and is a recipient of the DOJ’s John Marshall Award for Outstanding Legal Achievement for Handling of Appeals.

Kevin serves as the Chief Commercial Officer at HBR Consulting (HBR). Kevin works with HBR's leadership to maximize the value of the client experience, develop new client relationships and fuel HBR's business growth. With nearly 20 years of consulting experience, he has served as a trusted advisor to law departments and law firms, focusing on improving operational efficiency and optimizing legal operations. He is a frequent speaker at industry conferences and events and oversees HBR’s thought leadership across the legal industry.

Prior to joining HBR, Kevin was a managing director and founding member of Huron Consulting Group and a senior consultant with Arthur Andersen.

Kevin holds an MBA from New York University with a specialization in organizational change management and the intersection of law and business, and a bachelor's degree in international business from Pepperdine University.

Maggie Segall is a partner in Cravath’s Litigation Department and a member of the Firm’s Antitrust practice.

Ms. Segall's practice focuses on transactional matters, antitrust regulatory approval, government investigations and general antitrust counseling. She has advised a wide variety of clients in diverse industries, including aerospace and aviation, pharmaceuticals, life sciences, consumer products, media, manufacturing and technology.

Ms. Segall has represented clients on antitrust issues in connection with numerous proposed or completed deals. She represented Time Warner Inc. on regulatory clearance issues in connection with its $109 billion sale to AT&T, including winning the lawsuit filed by the DOJ seeking to block the merger, which culminated in a six-week trial.

Ms. Segall was recognized for her antitrust work by Chambers USA and The Legal 500 United States in 2019. Who’s Who Legal has also recommended her for her antitrust work since 2017, including naming her the “Most Highly Regarded Future Leader” in Competition in North America in 2019. Ms. D’Amico was named to Benchmark Litigation’s “40 & Under Hot List” in 2017, 2018 and 2019 and was listed by the publication as a 2019 “Future Star.” She was also recognized by Super Lawyers for her litigation work from 2015 through 2018. In 2018, she was recognized as one of Law360’s “Rising Stars” in Competition and also received Euromoney Legal Media Group’s 2018 Rising Star Award for “Best in Antitrust/Competition.”

Ms. Segall is a Fellow of the American Bar Foundation and is a member of the International Bar Association’s, American Bar Association’s and the New York State Bar Association’s Antitrust Sections.

Ms. Segall was born in Ann Arbor, Michigan. She received her A.B. degree magna cum laude from Harvard College in 2003, where she concentrated in History. She received her J.D. degree cum laude from Harvard Law School in 2008, where she was a member of the Board of Student Advisors and the International Law Journal and the president of Harvard Law School’s wine appreciation society. She joined Cravath in 2008 and became a partner in 2017.

Margot Miller is Global Legal Director, Commercial and M&A at Anheuser-Busch InBev in New York City.  As the head transactional lawyer at AB InBev, she has primary responsibility for supporting M&A, Treasury, Investor Relations, Communications and Solutions.  Margot also serves as the primary internal legal counsel for Diversity and Inclusion.  In her prior role as Global Legal Director, Antitrust at AB InBev, Margot advised on a variety of global antitrust issues, including pricing and promotional practices, mergers and joint ventures, and creation and implementation of compliance programs.  Before joining AB InBev, Margot was associated with Cravath, Swaine & Moore LLP in New York City.  She holds an undergraduate degree from the University of Pennsylvania, and a J.D. from Columbia University. 

Maureen Naughton joined Goodwin in 2015 as the Managing Director of the Program Management Office (PMO). In this role, she oversees the firm’s project portfolio and key initiatives to ensure successful delivery, performance and strategic alignment to the firm’s goals and objectives. The PMO focuses on maximizing firm investments through project prioritization, organizational strategy, annual business planning and process engineering. In 2018, Ms. Naughton took on an additional role leading litigation practice management for the firm. Reporting to the Litigation Department Chair, she manages the operational, administrative and strategic initiatives functions of the department.

Prior to joining Goodwin, Ms. Naughton served as the Global Business and Operations Director of Legal and Compliance at BlackRock as well as the Americas Operations Officer for Legal and Compliance at Morgan Stanley. Ms. Naughton has over 15 years of legal operations experience covering all aspects of global administration and operations including headcount, expense and financial management, strategic planning, vendor management including outside counsel, professional development and talent management, business planning, operational risk, project management and process improvement, governance, cross functional and organizational alignment, technology as well as data management and analytics.

Mr. Verrilli joined Munger, Tolles & Olson in October 2016, and is the founder of its Washington, D.C. office.  Mr. Verrilli’s practice focuses on Supreme Court and appellate litigation and on representing and counseling clients on multi-dimensional problems, where litigation, regulation and public policy intersect to shape markets and industries in our evolving economy.

Mr. Verrilli served as Solicitor General of the United States from 2011 to 2016.  His landmark victories included his successful advocacy in defense of the Affordable Care Act and for marriage equality.  He also argued important cases involving civil rights, women’s rights and other matters of national importance involving antitrust, copyright, telecommunications, the environment, the First Amendment, the Equal Protection and Due Process Clauses of the Fourteenth Amendment, the separation of powers, criminal law and other federal constitutional and statutory matters.

Before serving as Solicitor General, Mr. Verrilli served as Deputy White House Counsel, and previously, as an Associate Deputy Attorney General at the U.S. Department of Justice.  In those positions, he counseled the president and senior government officials on a wide range of legal issues involving national security, economic regulation, domestic policy, and the scope of executive and administrative authority.

He earned his J.D. with honors in 1983 from Columbia Law School, and was editor-in-chief of the Columbia Law Review, and earned his B.A. in 1979 from Yale University.   He clerked for Justice William J. Brennan, Jr. for the U.S. Supreme Court from 1984-1985 and Judge J. Skelly Wright for the U.S. Court of Appeals, D.C. Circuit from 1983-1984.

Nicole A. Saharsky is co-head of Mayer Brown's Supreme Court & Appellate Practice. She focuses her practice on briefing and arguing cases in the US Supreme Court and in the federal and state appellate courts and on developing legal strategy for the trial courts and agency proceedings.

Nicole previously served for ten years as an Assistant to the Solicitor General in the United States Department of Justice, where she was responsible for briefing and arguing cases in the US Supreme Court and overseeing government appeals in the federal courts of appeals.

Nicole has argued 30 cases, briefed 46 cases on the merits, and filed hundreds of certiorari-stage briefs and motions in the Supreme Court. Her cases involved a broad range of issues, including criminal law, immigration, securities fraud, intellectual property, labor and employment, bankruptcy, personal jurisdiction, and corporate criminal liability.  Nicole also has substantial experience in the federal courts of appeals. While in the Solicitor General’s office, she regularly reviewed and provided guidance on government appeals. Those cases involved a wide variety of constitutional and statutory questions and spanned all of the federal circuits.

Nicole previously served as a Bristow Fellow in the Office of the Solicitor General and clerked for Judge Carolyn Dineen King of the Fifth Circuit. She received her law degree summa cum laude from University of Minnesota Law School, where she served as Lead Articles Editor of the Minnesota Law Review. She earned her undergraduate degree in chemical engineering from Northwestern University.

Nitin Batra is Managing Director and Chief Operating Officer for Citi’s global Legal department and serves on the Legal Management Committee. As COO, Nitin manages all aspects of finance, operations, technology and the outside counsel network for the Legal department. He is also responsible for providing strategy, development  and governance oversight for the department’s Global Legal Offices.

Nitin joined Citi in 2013 and has over 20 years of experience in financial services and management and technology consulting. He started his career by co-founding a lease accounting software company, Odessa Technologies. Nitin then spent nearly a decade in various management and technology consulting roles before joining Wachovia and Wells Fargo where he held various leadership positions including the COO / CAO of Global Capital Finance. 

Sarah Harrington, a partner at Goldstein and Russell, P.C., is among the most experienced Supreme Court specialists practicing today. She has argued 21 cases in the Supreme Court and has served as counsel or co-counsel in dozens of others. She has also argued dozens of cases in the federal courts of appeals. Sarah is a Chambers USA-ranked appellate litigator, known for her skill at oral argument and her tremendous judgment as an advocate. She has handled a wide range of topics before the Supreme Court, including bankruptcy, constitutional law, criminal law, tax law, preemption, trademark, civil procedure, environmental law, and federal statutory questions. Sarah’s court of appeals experience is similarly broad, covering topics such as criminal law, civil RICO, antitrust, constitutional law, employment discrimination, sovereign immunity, and civil procedure. She has also been a valuable resource to trial teams, providing expert support on strategy and briefing. Sarah is an instructor in the Supreme Court Litigation Clinic at Harvard Law School and frequently speaks at conferences and with national news outlets about the Supreme Court.

Before joining Goldstein & Russell, Sarah worked for eight years as an Assistant to the U.S. Solicitor General. Earlier in her career, Sarah worked as an appellate attorney in the Civil Rights Division at the U.S. Department of Justice, where she received numerous awards. A graduate of Harvard Law School and Yale College, Sarah clerked for the Honorable Rosemary Barkett of the Eleventh Circuit U.S. Court of Appeals. Sarah serves on the Board of Advisors of the Appellate Project, the Lawyers Committee for Civil Rights Under Law, and the Institute of Judicial Administration at NYU. She is the President-Elect of and a Master in the Edward Coke Appellate Inn of Court. Sarah was previously recognized by the National Law Journal as one of the "Top 40 Under 40" rising stars in the Washington, D.C. region.

Thomas J. Kim is a partner in the Washington D.C. office of Gibson, Dunn & Crutcher where he is a member of the firm’s Securities Regulation and Corporate Governance Practice Group.  Mr. Kim focuses his practice on a broad range of SEC disclosure and regulatory matters, including capital raising and tender offer transactions and shareholder activist situations, as well as corporate governance and compliance issues.  He also advises clients on SEC enforcement investigations involving disclosure, registration and auditor independence issues.  

Mr. Kim has extensive experience handling regulatory matters for companies with the SEC, including obtaining no-action and exemptive relief, interpretive guidance and waivers, and responding to disclosures and financial statement reviews by the Division of Corporation Finance.

Mr. Kim served at the SEC for six years as the Chief Counsel and Associate Director of the Division of Corporation Finance, and for one year as Counsel to the Chairman.  As Chief Counsel, Mr. Kim was responsible for the Division’s no-action, interpretive and exemptive positions.  He also led several rulemaking initiatives including eliminating the prohibition on general solicitation in Rule 506 and Rule 144A offerings, the concept release on the U.S. proxy system, and the interpretive release on the use of company websites.

Before joining Gibson Dunn, Mr. Kim was a partner with Sidley Austin LLP.  Prior to his tenure at the SEC, Mr. Kim served as Corporate and Securities Counsel for General Electric. 

Mr. Kim has been recognized by Chambers USA in the Securities Regulation: Advisory category since 2015.  He is also recognized by Best Lawyers in America, Who’s Who Legal, and the NACD Directorship 100 and is a Fellow of the American College of Governance Counsel.  Mr. Kim is the Chair of the Northwestern Pritzker Law School’s Annual Securities Regulation Institute.  He also chairs the ABA’s Securities Law Opinions Subcommittee of the Federal Regulation of Securities Committee.  As a past member of the ABA’s Committee on Corporate Laws, he edited two editions of the ABA’s Corporate Director’s Guidebook.

Mr. Kim earned his J.D., magna cum laude, from Harvard Law School and was an editor of the Harvard Law Review.  He earned his B.A., summa cum laude, from Yale College.

Gail Zarick is a Counsel at IBM, where she currently supports the IBM Storage Division and advises on intellectual property issues for the IBM Corporate organizations.  She has previously supported the Research and Security Divisions and Regulatory Compliance and has managed diverse teams in the IP Law department.  She has extensive experience with all aspects of developing and creating value from an IP portfolio. 

In addition, Gail serves as a pro bono leader at IBM’s Armonk location, where she has expanded opportunities for IBM lawyers to provide pro bono representation to non-profits and underserved communities.  She is also an Education Leader for the IBM global law department.

Gail is a frequent speaker at PLI conferences.

Before joining IBM, Gail practiced intellectual property law at Pennie & Edmonds LLP in New York. 


JD, Pace University School of Law

MSE, University of Pennsylvania

BSE, Princeton University


Charan Sandhu is a partner in Weil’s Technology & IP Transactions practice and is based in New York. Ms. Sandhu concentrates on the areas of complex technology transactions and intellectual property. She represents clients in matters relating to technology transfer, and the development, acquisition, use and commercial exploitation of technology and intellectual property. She has extensive experience in a wide variety of complex technology transactions, including technology development and licensing agreements, joint ventures, strategic alliances, professional services agreements, outsourcing arrangements, distribution agreements, and settlements of IP litigation.

Ms. Sandhu is consistently recognized by Chambers USA as a leading lawyer for Technology & Outsourcing, where clients have praised her for “consistently producing work of the highest order.” She is also recognized by Legal 500 US; IAM Licensing 250’s “World’s Leading Patent & Technology Licensing Lawyers;” and IAM Patent 1000. She was also named an “IP Star” for licensing in New York by Managing Intellectual Property’s IP Stars; recognized as a Financial & Transactional Life Science Star by LMG Life Sciences Guide; named among the 2015 “Top Women” for Intellectual Property in New York by Super Lawyers; and shortlisted in the “Best in Technology” category at the Americas Euromoney Women in Business Law Awards 2016.

Ms. Sandhu is a member of the Firm’s Diversity Committee. She is also actively involved with the Firm’s pro bono efforts and regularly represents Kids in Need of Defense. Ms. Sandhu was inducted into the YWCA’s Academy of Women Leaders for her outstanding professional achievement, civic commitment and leadership. She was also featured in Profiles in Diversity Journal’s 11th Annual WomenWorthWatching® issue.