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51st Annual Institute on Securities Regulation


Speaker(s): Andrew J. Ceresney, Ann L. Yerger, Anna T. Pinedo, Anne Sheehan, Brad S. Karp, Brian V. Breheny, Carmen J. Lawrence, Carol Anne Huff, Carol Palmer Winig , Christina Chalk, Christine Q. Davine, Christopher Comeau, Colleen P. Mahoney, Craig Carpenito, Cynthia B. Adams, David A. Katz, David M. Lynn, Deanna L. Kirkpatrick, Deborah Brightman Farone, Dixie L. Johnson, Dr. Heidi K. Gardner, Edward J. Lee, Elizabeth A. Ising, Erica A. Green, George S. Canellos, Gerald H. Silk, Glenn Booraem, Hon. Collins J. Seitz, Jr., Hon. Hester M. Peirce, J. Kevin McCarthy, James M. McDonald, James Q. Walker, Janet A. Broeckel, Jeffrey A. Brown, Jeffrey D. Karpf, Jennifer A. Paradise, Jennifer A. Zepralka, Joan E. McKown, John F. Olson, John K. Villa, John W. White, Jonathan K. Youngwood, Joshua K. Simko, Karen J. Garnett, Katharine A. Martin, Keir D. Gumbs, Keith F. Higgins, Kyle L. Moffatt, Lara Shalov Mehraban, Lawrence A. Hamermesh, Lillian Brown, Linda Chatman Thomsen, Lisa A. Schmidt, Logan Helen Hennessey, Lona Nallengara, Maeve L. O'Connor, Manal Sultan, Marc D. Jaffe, Mark Steward, Mei Lin Kwan-Gett, Melissa Sawyer, Meredith B. Cross, Michael R. Littenberg, Myron Marlin, Patricia O. Vella, Ralph C. Ferrara, Ray A. Cameron, Richard H. Walker, Scott P. Spector, Shelley E. Parratt, Shelly Luisi, Simon M. Lorne, Sophia D. Tawil, Stephanie Avakian, Stephen L. Brown, Stephen M. Cutler, Steven E. Bochner, Steven R. Peikin, Thomas W. Yang, Wesley R. Bricker, William R. McLucas, Zachary O. Fallon
Recorded on: Nov. 4, 2019
PLI Program #: 253651

Christina Chalk has been an attorney with the United States Securities and Exchange Commission since 1995. Ms. Chalk is currently a Senior Special Counsel in the Office of Mergers and Acquisitions in the Division of Corporation Finance, with special expertise in the area of cross-border business combinations.  Ms. Chalk is a graduate of Duke University and The Washington College of Law at the American University.


Ms. Kirkpatrick is a partner in Davis Polk's Corporate Department and serves as Finance Partner as part of the firm's four-member senior leadership team. As Finance Partner she is responsible for overseeing Davis Polk's finances. She is described by Chambers as "a real star," according to market sources and Chambers reports that clients comment that "she has a really good way with clients." Ms. Kirkpatrick was named a New York Law Journal "Distinguished Leader" in 2017, a Law360 "Capital Markets MVP" in 2016 and "Best in Capital Markets" by Euromoney LMG Americas Women in Business Law Awards in 2013.

As a senior member of the firm's Capital Markets Group, her practice includes public equity, equity-linked, debt and other securities offerings. She has regularly worked for both issuers and underwriters in connection with capital markets transactions. Ms. Kirkpatrick has worked on offerings for issuers over a broad spectrum of industries, including healthcare, retail, financial institutions, utilities, oil and gas, media and special­ purpose acquisition companies.

Work Highlights

Ms. Kirkpatrick has advised on numerous biotech and life sciences IPOs for the following companies: Stoke Therapeutics, Orchard Therapeutics pie, Aptinyx Inc., Magenta Therapeutics, Inc., Solid Biosciences Inc., lnflaRx N.V., Kala Pharmaceuticals, Inc., Dova Pharmaceuticals, Inc., Jounce Therapeutics, Inc., Patheon N.V. and Cynapsus Therapeutics Inc.

Ms. Kirkpatrick has also participated in securities offerings by Fortune 500 companies such as Abbott, DXC, Hess, L Brands, Lockheed Martin, VF Corporation and Walgreen's.

In addition, she has advised the underwriters on offerings by the Toronto Dominion Bank, Export Development Canada, the Government of Canada and various Canadian provinces.

She has also represented virtually all the major investment banks, including JPMorgan Chase, Citi, Goldman Sachs and Morgan Stanley as underwriters' counsel in equity and debt offerings and regularly advises investment banking clients on securities law-related matters.

Recognition

Ms. Kirkpatrick is consistently recognized for her work in the legal industry:

New York Law Journal "Distinguished Leader" in 2017, a Law360 "Capital Markets MVP" in 2016, Euromoney LMG Americas Women in Business Law Awards - "Best in Capital Markets," 2013, Chambers USA: America's Leading Lawyers for Business.

Of Note

Finance Partner, Davis Polk & Wardwell, responsible for overseeing the firm's finances as one of four members of the firm's senior leadership team

Regularly participates as a speaker on various PLI panels.

Publications

Co-Author, "Role of the Law Firm" in Nasdaq's Going Public: A Guide for North American Companies to Listing on the U.S. Securities Markets


Andrew J. Ceresney is a partner in the New York office and Co-Chair of the Litigation Department.

Mr. Ceresney represents public companies, financial institutions, asset management firms, accounting firms, boards of directors, and individuals in federal and state government investigations and contested litigation in federal and state courts. Mr. Ceresney has many years of experience prosecuting and defending a wide range of white collar criminal and civil cases, having served in senior law enforcement roles at both the United States Securities and Exchange Commission and the U.S. Attorney’s Office for the Southern District of New York. Mr. Ceresney also has tried and supervised many jury and non-jury trials and argued numerous appeals before federal and state courts of appeal.

Mr. Ceresney is ranked in the top band for Securities Enforcement by Chambers USA (2019) where he is lauded by fellow practitioners and clients as “knock-your-socks-off impressive” and “incredibly strategic.” He is praised for being a “marquee name” in the market with a “compendious knowledge of the facts” and an “extraordinary memory.” He is also recognized by Chambers USA (2019) as a leading practitioner in White Collar Crime and Criminal Defense, where clients credit his “unparalleled industry experience” and ability to deliver “strategic insights we’ve not received from other firms.”

Mr. Ceresney has also been similarly recognized by The Legal 500 US (2018).

Prior to rejoining Debevoise in 2017, Mr. Ceresney served for nearly four years as the Director of Enforcement at the SEC under Chair Mary Jo White. In that role, he oversaw approximately 1,400 SEC personnel, supervising law enforcement efforts in 12 offices throughout the country, including matters related to financial reporting and accounting, asset management, insider trading, market structure, and the Foreign Corrupt Practices Act (FCPA). Under his leadership, the Division brought a record number of cases, including pathbreaking and significant cases across the entire spectrum of the securities industry. Mr. Ceresney also helped broaden the use of the SEC’s analytical tools to detect and investigate financial misconduct, while enhancing the Enforcement Division’s litigation capacity and improving morale. As Director of Enforcement, Mr. Ceresney worked closely with the high-level leadership of other regulators, including the Department of Justice, many U.S. Attorney’s offices, CFTC, New York Attorney General, New York Department of Financial Services, FINRA and CFPB.

Prior to joining the SEC in 2013, Mr. Ceresney Co-Chaired the White Collar & Regulatory Defense Group at Debevoise. During that time, he represented various financial institutions, accounting firms, companies and individuals, including a major financial institution in investigations and litigation relating to origination, securitization and servicing of mortgages. Mr. Ceresney played an integral role in negotiating the historic $25 billion national mortgage settlement between the federal government, 49 state attorneys general and some of the country’s largest banks. His practice focused on a wide range of issues, including securities-related and money laundering for financial institutions, and investigations and civil matters relating to accounting fraud, FCPA, valuation issues, complex financial instruments, insider trading and disclosure issues. He also handled matters involving the pharmaceutical industry, including government investigations of promotional practices and class action litigation.

Prior to joining Debevoise in 2003, Mr. Ceresney served as a Deputy Chief Appellate Attorney in the U.S. Attorney’s Office for the Southern District of New York. During his tenure at the U.S. Attorney’s Office, Mr. Ceresney was a member of the Securities and Commodities Fraud Task Force and the Major Crimes Unit and handled numerous white collar criminal investigations, trials and appeals, including matters relating to securities fraud, mail fraud, money laundering, public corruption and obstruction of justice.

Mr. Ceresney served as a law clerk to the Hon. Dennis Jacobs, formerly Chief Judge of the U.S. Court of Appeals for the Second Circuit from 1997 to 1998; and the Hon. Michael B. Mukasey, formerly Chief Judge of the U.S. District Court for the Southern District of New York, from 1996 to 1997. Mr. Ceresney received his J.D. in 1996, from Yale Law School, where he was essays editor of the Yale Law Journal. He obtained his B.A. summa cum laude Phi Beta Kappa, from Columbia University in 1993.

Mr. Ceresney is a member of the Board of Advisors of the Yale Law School Center for the Study of Corporate Law.

 

 


Ann Yerger is an advisor to Spencer Stuart’s North American Board Practice, a member of Grant Thornton’s Audit Quality Council and a director of Bed Bath & Beyond and Hershey Entertainment and Resorts.

Her deep background in corporate governance includes 18 months service as executive director of EY’s Center for Board Matters and 20 years at the Council of Institutional Investors in Washington, DC, including a 10-year leadership role as CII’s executive director. Prior to joining CII, Ann was deputy director of the Investor Responsibility Research Center’s corporate governance service, and her previous experience includes corporate banking at Wachovia.

Ann was a member of the Investor Advisory Group of the Public Company Accounting Oversight Board and the Investor Advisory Committee of the US Securities and Exchange Commission. She also served on the Nasdaq Listing and Hearing Review Council, the CFA Institute Advisory Council, the Advisory Board of the Weinberg Center for Corporate Governance, and the US Treasury Department’s Advisory Committee on the Auditing Profession.

She is a CFA charter holder.


Anna Pinedo is a partner in Mayer Brown’s New York office and co-leader of the firm’s Global Capital Markets practice. She concentrates her practice on securities and derivatives. Anna represents issuers, investment banks/financial intermediaries and investors in financing transactions, including public offerings and private placements of equity and debt securities, as well as structured notes and other hybrid and structured products.

She works closely with financial institutions to create and structure innovative financing techniques, including new securities distribution methodologies and financial products. She has particular financing experience in certain industries, including technology, telecommunications, healthcare, financial institutions, REITs and consumer finance. Anna has worked closely with foreign private issuers in their securities offerings in the United States and in the Euro markets. She also works with financial institutions in connection with international offerings of equity and debt securities, equity- and credit-linked notes, and hybrid and structured products, as well as medium term note and other continuous offering programs.

Anna regularly speaks at conferences and participates in panel discussions addressing securities law issues, as well as the securities issues arising in connection with derivatives and other financial products. She is the co-author of JOBS Act Quick Start, published by International Financial Law Review (2013; updated 2014, 2016); a contributor to OTC Derivatives Regulation Under Dodd-Frank: A Guide to Registration, Reporting, Business Conduct, and Clearing (Thomson Reuters, first ed. 2014, second ed. 2015, third ed. 2016, fourth ed. 2017); co-author of Considerations for Foreign Banks Financing in the US, published by International Financial Law Review (2012; updated 2014, 2016); Liability Management: An Overview (2011, updated 2015), published by International Financial Law Review; co-author of Structuring Liability Management Transactions (2018), published by International Financial Law Review; co-author of Covered Bonds Handbook, published by Practising Law Institute (2010, updated 2012-2014); co-author of the treatise Exempt and Hybrid Securities Offerings, published by Practising Law Institute (2009, second ed. 2011, updated 2014, third ed. 2017); and co-author of BNA Tax and Accounting Portfolio: SEC Reporting Issues for Foreign Private Issuers (BNA Accounting Policy and Practice Series, 2009, second ed. 2012, updated 2016). Anna is also a contributing author to Broker-Dealer Regulation (2011, second ed. 2012, updated 2019), published by Practising Law Institute. She co-authored "The Approaches to Bank Resolution," a chapter in Bank Resolution: The European Regime (Oxford University Press, 2016). Anna contributed to The Future of Bank Funding and Capital: Solutions for Issuers, Opportunities for Investors (IFR Market Intelligence, 2009). Additionally, Anna co-authored "The Ties that Bind: The Prime-Brokerage Regulation," a chapter in Global Financial Crisis (Globe Law and Business, 2009); "The Law: Legal and Regulatory Framework," a chapter in PIPEs: A Guide to Private Investments in Public Equity (Bloomberg, 2006); and "The Impact Security: Reimagining the Nonprofit Capital Market," a chapter in What Matters: Investing in Results to Build Strong, Vibrant Communities (Federal Reserve Bank of San Francisco and Nonprofit Finance Fund, 2017). Anna is a contributor to Practising Law Institute’s "BD/IA: Regulation in Focus" blog.

Anna has been ranked by Chambers USA as one of America's leading lawyers for Capital Markets: Derivatives and Capital Markets: Structured Products and has been recognized as a notable lawyer for Financial Services Regulation: Broker Dealer (Compliance). Chambers Global has ranked Anna as one of the world's leading lawyers (recommended in Capital Markets: Structured Products). She also is ranked as a “Market Leader” for Capital Markets in the IFLR1000 Guide to Leading Lawyers, the highest individual distinction given by the guide. Anna is ranked as a leading lawyer for Structured finance: derivatives and structured products and listed as a recommended lawyer in Capital markets: debt, high-yield debt, equity, and global offerings, and Structured finance: securitization by the Legal 500 US.


Brian V. Breheny heads the firm’s SEC Reporting and Compliance practice.  He concentrates his practice in the areas of mergers and acquisitions, corporate governance, and general corporate and securities matters and advises numerous clients on a full range of SEC reporting, compliance and corporate governance matters, including advising clients on compliance with the provisions of the Dodd-Frank Act, the SEC’s tender offer rules and regulations and the federal proxy rules.

Prior to joining Skadden in 2010, Mr. Breheny held a number of leadership positions in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. He began as chief of the SEC’s Office of Mergers and Acquisitions in July 2003, and in November 2007 he became deputy director, legal and regulatory policy. 

During his tenure at the SEC, Mr. Breheny assisted the commission with its consideration of significant rule amendments in a number of areas including shareholder director nominations, tender offers, beneficial ownership reporting, electronic delivery of proxy materials, electronic shareholder forums, short sale disclosure, and proxy voting and shareholder communications.

Mr. Breheny serves as a member of the board of directors of the Society for Corporate Governance and repeatedly has been recognized by the National Association of Corporate Directors as part of its Directorship 100.  He also has been selected for inclusion in Best Lawyers in America, The International Who’s Who of Corporate Governance Lawyers and Chambers USA: America’s Leading Lawyers for Business.


Carmen Lawrence is a partner in King & Spalding’s Special Matters and Government Investigations practice group.

Ms. Lawrence's practice focuses on representing parties in investigations and litigations conducted primarily by the US Securities and Exchange Commission, US Commodity Futures Trading Commission, US Department of Justice, self-regulatory organizations and state securities regulators, conducting internal investigations, providing crisis management advice to public and private companies and counseling public companies and regulated entities (broker-dealers and investment advisers) on their obligations under the federal securities laws.

From 1996 until June 2000, Ms. Lawrence was the Regional Director for the SEC's Northeast Regional Office (covering 14 states and the District of Columbia), where she oversaw all enforcement and regulatory operations in the SEC's largest region.  Some of the SEC's most significant cases were brought by the Northeast Regional Office under Ms. Lawrence's leadership.

Before her appointment as regional director, from 1990 through 1995, Ms. Lawrence served as Senior Associate Regional Director, heading up the Northeast Regional Office's Enforcement Division.  From 1981 to 1989, she served in various staff and senior positions in the Enforcement Division.

Ms. Lawrence received numerous awards during her tenure at the SEC, including the Equal Employment Opportunity Award in 1998; the Presidential Distinguished Executive Award in 1995; the Stanley Sporkin Award in 1993; and the Irving M. Pollack Award, presented to an enforcement lawyer exhibiting leadership, integrity and intellect, in 1990. 

Ms. Lawrence is consistently recognized by Chambers USA: America's Leading Lawyers for Business as a leading individual for Securities Regulation and for Litigation: White-Collar Crime & Government Investigations.  She is consistently recognized by Legal 500 in Litigation: White-Collar Criminal Defense, and is additionally recognized in Financial Services: Litigation.  She is also consistently recognized by Benchmark: Litigation as a New York Litigation Star. She was named to Securities Docket’s inaugural “Enforcement 40” list of top SEC enforcement lawyers in 2013.

Ms. Lawrence has spoken extensively and participates in numerous continuing legal education programs for federal securities law matters.


Carol Anne Huff is a partner in the Chicago office of Kirkland & Ellis LLP. Carol Anne practices corporate and securities laws, with an emphasis on the representation of private equity firms and public companies in capital markets transactions and in mergers, acquisitions, divestitures and restructurings. She has significant experience in the following types of transactions: high yield debt offerings, initial public offerings, going-private transactions, tender offers, transactions involving special purpose acquisition companies, PIPE transactions and spin-offs. She also has extensive experience counseling public companies with regard to securities regulations and other corporate matters, including SEC compliance, Exchange Act periodic reporting and disclosure issues and corporate governance best practices.

Carol Anne is a frequent speaker and writer on capital markets topics and a regular contributor to SPACInsider, a website providing information on the SPAC market.  Carol Anne has also taught Capital Markets Transactions at the University of Chicago Law School as a Lecturer in Law.

Carol Anne graduated magna cum laude from Duke University School of Law and served as a clerk on the United States Court of Appeals for the Seventh Circuit.

 


Carol Palmer Winig is a Partner in Forensics & Integrity Services.  She has over 30 years of professional service experience. Her area of focus includes fraud and forensic accounting, corporate internal investigations and anti – corruption and litigation advisory services in a wide variety of industries. Carol is the US leader of Forensic Services for audit clients. This includes evaluating the sufficiency of the client’s investigation to the audit team to rely on the investigative conclusions for the audit.

Before joining Ernst & Young’s Forensics & Integrity Services Practice, Carol used her technical accounting experience as a member of EY’s Professional Practice Group.   In that role, she consulted with engagement teams on a variety of technical accounting matters including revenue recognition, compensation, purchase accounting and asset impairment.  

Prior to joining EY, Carol was an audit partner at Arthur Andersen LLP. Her 14 years in the audit practice included a two-year rotation in Silicon Valley serving clients such as Cadence Design Systems, Nuance and SAP. 

Carol received a Bachelor of Science degree in Business Administration from Boston College with double concentration in accounting and computer science.   She is a member of the Counsel for Woman of Boston College and on the Board of the New England Legal Foundation.

 


Chris Comeau focuses his practice on representing public companies and financial investors in connection with public and private merger and acquisition and minority investment transactions. The public companies Chris represents operate primarily in the life sciences industry. The financial investors Chris represents invest primarily in middle market companies in a wide range of industries, including consumer products and retail brands, services, and manufacturing.  Prior to joining Ropes & Gray, Chris spent three years with Coopers & Lybrand LLP, a predecessor firm to PricewaterhouseCoopers LLP.

 

EDUCATION

•   JD, magna cum laude, Georgetown University Law Center, 1999; Fegan Award; Order of the Coif; Editor, Georgetown Law Journal

•   BA, Amherst College, 1993

QUALIFICATIONS

•   Massachusetts, 1999

AWARDS

•   LMG Life Sciences Finance & Transactional Attorney of the Year (2016)

•   LMG Life Sciences Stars (2016)

•   IFLR1000: The Guide to the World’s Leading Financial Law Firms, Rising Star (2014-2019)

•   Legal 500 (2014, 2016-2018)

•   Massachusetts Super Lawyers (2014-2015)

•   Deal of Distinction - Genzyme/Bayer transaction recognized in 2010 as the “Deal of Distinction” in the Life Sciences Category by the Licensing Executives Society, which recognizes transactions that involve creative and innovative contractual solutions to business issues

•   Massachusetts Super Lawyers - Rising Stars (2009)


Christine Davine is the national managing partner for quality, risk and regulatory at Deloitte & Touche LLP.  In this role, she leads Deloitte’s Professional Practice Network, including the auditing, accounting, financial reporting, and risk management functions. Christine is the leader of a team of more than 300 partners and professionals and is responsible for setting Deloitte’s policies and methodology for dealing with complex accounting, financial reporting, auditing, and risk issues, interfacing with regulators and other stakeholders and addressing global Deloitte quality matters. Previously, Christine was the deputy leader of the Professional Practice Network and prior to that she co-led the combined Accounting Consultation, SEC Services, and Standards & Communications groups.  Christine was also previously the national director of SEC Services.

Christine routinely works with clients on the most complex accounting, reporting, and auditing issues and represents clients in interactions with the SEC on various matters. She is a frequent speaker on current and emerging audit, accounting, and financial reporting issues. 

Prior to joining Deloitte in 1999, Christine spent eight years with the SEC in the Division of Corporation Finance. During her last four years with the SEC, she was an associate chief accountant in the division’s Office of the Chief Accountant.

Christine earned a B.S. in Accounting from the University of Virginia and a M.B.A. in Finance from The George Washington University. 


Colleen P. Mahoney heads the firm's Securities Enforcement practice, and regularly represents financial services firms, corporations, their boards, board committees, officers, directors and employees in Securities and Exchange Commission (SEC) and other law enforcement investigations.

Ms. Mahoney assists management and boards of directors performing internal inves­tigations, often advising clients on preventive and remedial measures before and after securities-related issues arise.

Ms. Mahoney has been the lead attorney representing many of the company boards and individuals embroiled in signature SEC investigations. Her clients have included many well-known U.S. and foreign companies. As is frequently the case with SEC enforcement matters, the biggest victories are the ones that never become public – the government investigations and inquiries that are put to rest before charges are filed or an indictment is issued, or even before a public disclosure of the government interest. Ms. Mahoney has succeeded in bringing a number of matters to a close in those circumstances.

Prior to joining Skadden, Ms. Mahoney spent 15 years in increasingly senior positions with the SEC, serving as acting general counsel of the agency and as deputy director of the division of enforcement. During her tenure at the SEC, Ms. Mahoney helped manage a civil law enforcement program that addressed a wide range of issues, including financial fraud and disclosure, asset management issues, derivatives and insider trading.

Ms. Mahoney frequently lectures on securities regulatory and enforcement issues at seminars and conferences in the United States and abroad.

Ms. Mahoney has been selected for inclusion in Chambers USA: America's Leading Lawyers for Business, The International Who's Who of Corporate Governance Lawyers, Lawdragon 500 Leading Lawyers in America and The Best Lawyers in America. Since 2012, she has been recognized as one of Benchmark Litigation's "Top 250 Women in Litigation" and she also was named to the shortlist of the nation's top women regula­tory lawyers by Chambers USA (2012). Additionally, Ms. Mahoney was included in Washingtonian Magazine's 2013 "Best Lawyers" list.

 


Craig Carpenito is the U.S. Attorney for the District of New Jersey.  As U.S. Attorney, he is responsible for overseeing all federal criminal prosecutions and the litigation of all civil matters in New Jersey in which the federal government has an interest.  Mr. Carpenito supervises a staff of approximately 165 attorneys and 150 support personnel in Newark, Camden, and Trenton.  

Prior to being sworn in as U.S. Attorney on Jan. 4, 2018, Mr. Carpenito was previously a partner at Alston & Bird LLP, where he was a co-chair of the firm’s Litigation and Trial Practice Group and its Government and Internal Investigations Team. He served in the U.S. Attorney’s Office for the District of New Jersey from 2003 to 2008.

Between August 2000 and September 2005, Mr. Carpenito was Senior Counsel in the Securities and Exchange Commission’s Division of Enforcement, New York Regional Office. He received his B.A. from Rider University in Lawrenceville, New Jersey, and his J.D. from Seton Hall University School of Law in Newark. 


Cynthia B. Adams is Managing Director and Head of Litigation, Regulatory and Employment Legal at Jefferies LLC, a global investment banking firm.  She leads the team responsible for a wide array of litigation, enforcement, and employment matters, including internal investigations, regulatory and compliance advice, and firm-wide policy initiatives. 

Prior to Jefferies, Cynthia held senior in-house legal roles at Morgan Stanley and Citigroup Global Wealth Management.  She joined Citigroup from WilmerHale, where she represented financial institutions in regulatory investigations and other matters.  Prior to WilmerHale, she served as an enforcement attorney in the New York office of FINRA (then NASD Regulation).  Cynthia began her legal career at Sullivan & Cromwell, following a federal clerkship for the Hon. Emmet G. Sullivan in the U.S. District Court for the District of Columbia.  She earned her law degree with honors from Howard University School of Law, and her undergraduate degree from the College of William & Mary.

Cynthia serves on the Executive Committee of the Compliance and Legal Society for the Securities Industry and Financial Markets Association (SIFMA), the leading industry group for the financial services industry.  She is also a member of the American Bar Association and the National Bar Association.  She is a Life Fellow of the American Bar Association and an advisory board member for Corporate Counsel Women of Color (CCWC).  She frequently speaks on panels regarding ethics for legal and compliance professionals, best practices for regulatory and internal investigations, and success strategies for diverse counsel.  

Cynthia currently serves on the Board of Directors of Volunteers of Legal Services (VOLS), a leading provider of pro bono legal services to New York City’s neediest residents.  She is also a member of the Board of Directors of the Northside Center for Child Development, a non-profit providing expert behavioral, mental health, education and enrichment programs to economically disadvantaged children and families in Harlem and Brooklyn.  At Jefferies, she has served on the Steering Committee of jWIN, the firm’s women’s leadership initiative, and on the Steering Committee for J-NOBLE, the Jefferies Network of Black and Latino Employees. 

 


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.


David M. Lynn is a partner in the Washington, D.C. Office of Morrison & Foerster LLP and is co-chair of the firm’s Corporate Finance | Capital Markets practice. He served as Chief Counsel of the Division of Corporation Finance at the U.S. Securities and Exchange Commission.

Mr. Lynn who provides guidance to companies, underwriters, boards of directors and other market participants on corporate finance matters, corporate governance and best practices for disclosure and compliance. In addition to being a leading authority on securities and governance issues, Mr. Lynn is particularly well known in the area of executive compensation disclosure, having co-authored “The Executive Compensation Disclosure Treatise and Reporting Guide.”

While serving as Chief Counsel of the Securities and Exchange Commission’s Division of Corporation Finance, Mr. Lynn led the rulemaking team that drafted significant revisions to the SEC's executive compensation and related party disclosure rules. Mr. Lynn re-joined the SEC as Chief Counsel shortly after adoption of the Sarbanes-Oxley Act of 2002, and served in that position until 2007. Mr. Lynn initially served on the SEC staff from 1995-2000 as an Attorney-Advisor and subsequently a Special Counsel in the Division of Corporation Finance. While in private practice from 2000-2003, he advised clients on SEC investigations, securities transactions, mergers and acquisitions and corporate governance.

Mr. Lynn is co-editor of TheCorporateCounsel.net, The Corporate Counsel, CompensationStandards.com and The Corporate Executive, which are widely read sources on securities, governance, executive compensation and corporate law matters. Mr. Lynn also has served as chair of the American Bar Association Business Law Section’s Federal Regulation of Securities Committee, co-chair of the Practising Law Institute’s Annual Institute on Securities Regulation and chairman of the Board of Trustees of the Securities and Exchange Commission Historical Society.

Mr. Lynn received his law degree from the University of Maryland Francis King Carey School of Law, where he serves as a member of the Board of Visitors, and his undergraduate and graduate degrees in economics and finance from Loyola University Maryland.


Dixie Johnson represents businesses and individuals in securities enforcement investigations and conducts internal investigations for corporate board committees and companies. As a partner on our Securities Enforcement and Regulation team and our Special Matters and Government Investigations team, Dixie serves as Deputy Practice Group Leader for Government Matters, a collection of ten government-facing practices within our firm.  She appears regularly before the SEC, DOJ, FINRA, PCAOB and other federal and state authorities. Since she joined King & Spalding in early 2014, the government has closed almost thirty investigations without charging Dixie's clients.

Dixie brings to her clients solid judgment and strategic insight from over 30 years of experience in representing public companies, financial institutions, investment managers, broker-dealers, public accounting firms, boards of directors and boards of trustees, law firms, corporate officers and others. She is widely recognized as a legal industry leader in securities enforcement, regulatory compliance, corporate governance and crisis management.

Board committees call on Dixie to investigate accounting and disclosure-related whistle-blower allegations and look to her for guidance in times of crisis.  She regularly interacts with lead directors, presiding directors, and non-executive board chairs from many of the largest companies in the world. She is a Fellow of the American College of Governance Counsel and served for five years as a member of the Lead Director Network, regularly interacting with lead directors, presiding directors, and non-executive board chairs from many of the largest companies in the world.

Public companies and regulated entities seek Dixie's representation in complex securities-related government investigations. C-Suite officers and other professionals look to Dixie for representation in internal and SEC or other investigations when their careers are on the line. She is a lawyer's lawyer, representing law firms and lawyers under scrutiny. She analyzes lessons learned and especially enjoys counseling clients on how to avoid problems in the future.

Chambers USA, Legal 500, Benchmark, Who’s Who, Best Lawyers and others all consistently rank Dixie as a leading lawyer, and Chambers included our practice on the 2017 short list of firms for Securities and Financial Services Regulation. In 2017, Chambers wrote that Dixie “wins praise across the board for her ‘terrific relationship with the SEC’” and noted her “expert, broad-based enforcement practice.” Dixie also has served in multiple leadership roles within the American Bar Association, including as co-Chair of the Fellows Committee, Business Law Section Chair and as Chair of the Federal Regulation of Securities Committee. She is a member of the Board of Trustees for the Legal Aid Society of Washington, D.C. and of the Board of Advisors for the SEC Historical Society. Before becoming a lawyer, Dixie served for six years as a public school teacher in Albuquerque, New Mexico.


Edward J. Lee is a transactional partner in the New York office of Kirkland & Ellis LLP. Ed’s practice focuses on mergers and acquisitions, corporate governance and shareholder activism defense.  Lawdragon has named Ed as one of the 500 leading lawyers in America, and IFLR1000 and Expert Guides have recognized him as a leading lawyer within the M&A practice. Law360 named Ed as one of six “Rising Stars” for M&A in 2018. Ed has significant experience advising on both cross-border and domestic transactions, as well as on spin-offs and carve-outs, joint ventures, LBOs, and initial public and other securities offerings. He has advised a broad range of public and private clients across industries, including, among others, technology, media and telecom (TMT), industrial, health care, consumer goods, energy and financial institutions. Ed is a David Rockefeller Fellow, Class of 2017-2018. Ed is also a member of the Council of Korean Americans, and serves as a board member and co-chair of the Corporate Law Committee of the Asian American Bar Association of New York, and as a member of the Leadership Advisory Group for the Korean American Lawyers Association of Greater New York. Ed holds degrees from Cornell University and Harvard Law School.


Elizabeth (Beth) Ising is a partner in the Washington, DC office of Gibson, Dunn & Crutcher LLP specializing in securities regulation and corporate governance matters.  She is also co-chair of the firm’s Securities Regulation & Corporate Governance practice group.

She is a fellow of the American College of Governance Counsel, a member of the Board of Directors of the Society for Corporate Governance and a member of the Advisory Boards at the John L. Weinberg Center for Corporate Governance at the University of Delaware and at Northwestern University’s Securities Regulation Institute.

Beth graduated with high honors from the University of North Carolina School of Law in 2000. She was a member of Order of the Coif and was inducted into the James E. and Carolyn B. Davis Society.

Beth has been recognized by Chambers USA as a leading securities regulation attorney. And BTI Consulting named her an MVP on its 2019 BTI Client Service All-Stars lists, recognizing the “lawyers who truly stand out as delivering the absolute best client service time and time again” as determined by a poll of corporate counsel.


Erica A. Green leads the Disclosure and Governance team in Vanguard’s Office of the General Counsel.  She and her team are responsible for regulatory disclosures for Vanguard funds and for providing guidance to the Vanguard boards on regulatory governance and to the Investment Stewardship team on matters of proxy voting and corporate governance engagement.

Before joining Vanguard in 2018, Ms. Green spent over 15 years in the financial services industry.  She began her legal practice at WilmerHale LLP focusing on securities law regulatory matters.  Following her time in private practice, she joined a global financial services firm in New York, NY and was General Counsel and Corporate Secretary of a financial services technology and clearing brokerage firm in Northern Virginia. 

Erica earned her B.B.A with an emphasis in finance from the Stephen M. Ross School of Business at the University of Michigan and her J.D. from the University of Michigan Law School.

 


George S. Canellos is a partner in the law firm of Milbank LLP and heads its litigation department.  In 2014, Mr. Canellos rejoined Milbank, where he had been a litigation partner from 2003 to 2009.  Until January 2014, Mr. Canellos served as Co-Director of the Securities and Exchange Commission’s Division of Enforcement.  He earlier served as the Division’s Acting Director and Deputy Director.  In these positions, Mr. Canellos was responsible for supervising the SEC’s nationwide enforcement efforts.  From July 2009 until May 2012, Mr. Canellos was Director of the SEC's New York Regional Office, which has responsibility for oversight of many of the leading broker-dealers, investment advisers, and other SEC-registered financial institutions. Mr. Canellos began his career as an associate at Wachtell, Lipton, Rosen & Katz. In 1994, he became an Assistant United States Attorney in the Southern District of New York.  During almost nine years at the U.S. Attorney's Office, Mr. Canellos held a number of positions, including Chief of the Major Crimes Unit, Senior Trial Counsel of the Securities and Commodities Fraud Unit, and Deputy Chief Appellate Attorney. Mr. Canellos is a graduate of Harvard College and Columbia University School of Law.


Glenn Booraem is a principal at Vanguard and the company’s investment stewardship officer. He joined Vanguard in 1989, and has led investment stewardship efforts since 2001. He has also served as the controller and treasurer for each of the Vanguard funds.

In addition to engaging with the Vanguard funds’ portfolio companies and frequently serving as a speaker on governance to industry groups, Mr. Booraem represents Vanguard and its investors in a number of industrywide initiatives. He has been a member of the New York Stock Exchange (NYSE)’s Proxy Working Group, the NYSE’s Commission on Corporate Governance, the working group for the Shareholder-Director Exchange (SDX) Protocol, and the advisory board on corporate/investor engagement for The Conference Board Governance Center. Most recently, he has served as a member of the Blue Ribbon Commission on Building the Strategic-Asset Board of the National Association of Corporate Directors (NACD). The NACD has included Mr. Booraem in its annual “Directorship 100” list each year since 2010; the list recognizes the “most influential people in corporate governance.”

Mr. Booraem earned a B.B.A. from Temple University and is a graduate of the advanced management program at Harvard Business School.


Heidi K. Gardner, PhD, is a Distinguished Fellow at Harvard Law School’s Center on the Legal Profession and Faculty Chair of the school’s Accelerated Leadership Program.  Previously she was a professor at Harvard Business School.  Dr. Gardner’s book “Smart Collaboration: How Professionals and Their Firms Succeed by Breaking Down Silos” was published in 2017 by Harvard Business Press, and became a Washington Post bestseller. https://store.hbr.org/product/smart-collaboration-how-professionals-and-their-firms-succeed-by-breaking-down-silos/10001

Dr. Gardner’s research received the Academy of Management’s prize for Paper with Outstanding Practical Implications for Management. She has authored more than sixty books, book chapters, case studies, and articles.  The 2nd edition of her book Leadership for Lawyers: Essential Strategies for Law Firm Success will be published in 2019, and she recently released Smart Collaboration for Lateral Hiring: Successful Strategies to Recruit and Integrate Laterals in Law Firms. She has also been awarded an International Research Fellowship by Oxford University’s Said Business School.

Dr. Gardner has lived and worked on four continents, including as a Fulbright Fellow, and for McKinsey & Co. and Procter & Gamble.  She earned her BA in Japanese from the University of Pennsylvania, a Masters degree from the London School of Economics, and second Masters and PhD from London Business School.  She was recently named by Thinkers 50 as a Next Generation Business Guru.

Dr. Gardner can be reached at hgardner@law.harvard.edu.

 

 


Hester M. Peirce was appointed by President Donald Trump to the U.S. Securities and Exchange Commission and was sworn in on January 11, 2018. 

Prior to joining the Commission, Commissioner Peirce conducted research on the regulation of financial markets at the Mercatus Center at George Mason University.  Before joining the Mercatus Center, Commissioner Peirce was a Senior Counsel on the Senate Committee on Banking, Housing, and Urban Affairs, where she counseled Ranking Member Richard Shelby and other members of the Committee on securities issues.  From 2004 to 2008, Commissioner Peirce worked as counsel to SEC Commissioner Paul S. Atkins.  Prior to that, she worked as a Staff Attorney in the SEC’s Division of Investment Management.  Before working at the SEC, Commissioner Peirce was an associate at Wilmer, Cutler & Pickering (now WilmerHale) and clerked for Judge Roger Andewelt on the Court of Federal Claims.

Commissioner Peirce earned her BA in Economics from Case Western Reserve University and her JD from Yale Law School.


James Walker concentrates in government investigations and enforcement proceedings, complex commercial litigation, professional liability and legal ethics.  Mr. Walker represents companies and senior executives in investigations of potential violations of the securities laws, and law firms and lawyers in litigations and proceedings involving investigations of criminal, regulatory and/or professional misconduct claims.  Mr. Walker is the Chair of the New York County Lawyer’s Association Professional Ethics Committee.  He has served on the New York City Bar’s Professional Discipline, Professional and Judicial Ethics, Professional Responsibility, and Securities Regulation Committees, and on the New York State Bar Association Committee on Professional Ethics, where he has been a member since 1996.  Mr. Walker frequently lecturers on legal ethics, internal investigations and corporate governance, and has published articles addressing on attorney-client privilege, professional ethics, and issues arising under the securities laws.  Mr. Walker also serves as General Counsel to Richards Kibbe & Orbe LLP.


Janet A. Broeckel is a Managing Director and Associate General Counsel in Litigation and Regulatory Proceedings group at Goldman, Sachs & Co., where she focuses primarily on government investigations and inquiries, civil litigation, and internal investigations. Prior to joining Goldman in 2005, Ms. Broeckel was a litigation partner at the law firm Pillsbury Winthrop, LLP firm in New York, where she specialized in representing corporations and individuals in regulatory investigations and enforcement proceedings, white collar criminal securities matters, and securities class actions.

Prior to joining private practice, she served in the SEC’s Division of Enforcement in New York. Ms. Broeckel is a graduate of the University of Washington and the Washington College of Law, American University.


Jeffrey A. Brown is the Senior Vice President, Chief Compliance Officer & Corporate Secretary of Activision Blizzard, Inc., a leading interactive entertainment company and a member of the Fortune 500 and S&P 500. Activision Blizzard’s games delight hundreds of millions of monthly active users around the world through franchises including Activision's Call of Duty®, Spyro®, and Crash™, Blizzard Entertainment's World of Warcraft®, Overwatch®, Hearthstone®, and Diablo®, and King's Candy Crush™. The company is one of the Fortune "100 Best Companies To Work For®". Headquartered in Santa Monica, California, Activision Blizzard has operations throughout the world,

Mr. Brown provides counsel to Activision Blizzard’s senior management and Board of Directors and handles a broad range of legal matters relating to compliance, corporate governance, securities, corporate finance, mergers and acquisitions, employment matters and brand protection. During his career, Mr. Brown has also overseen Activision Blizzard’s worldwide information security, physical security, facilities and insurance groups.

Prior to joining Activision in 2010, Mr. Brown spent 13 years overseeing securities and corporate governance for Motorola, Inc., a global leader in wireless and broadband communications, headquartered in Schaumburg, Illinois. Prior to joining Motorola, Mr. Brown was associated with the international law firm, Winston & Strawn, in Chicago, Illinois.  He also has professional experience in industrial engineering and mathematical modeling.  Mr. Brown received his J.D. with Honors from The Law School at The University of Chicago, where he was a member of the Order of the Coif.  He also graduated with honors from Northwestern University, where he received a B.A. in Economics and a B.S. in Industrial Engineering/Management Sciences. Mr. Brown is a frequent speaker and author on a wide variety of corporate governance and compliance-related topics, including evolving disclosure practices, effective compliance programs, optimizing Board of Directors performance and shareholder activism.


Jeffrey D. Karpf is a partner in Clearly Gottlieb’s New York office. His practice focuses on U.S. and international corporate and financial transactions, particularly capital markets matters, along with a range of corporate governance matters.

As part of the Firm’s capital markets practice, Jeff regularly represents issuers and investment banks on initial public offerings, public and private debt, convertible, investment grade and high yield debt, equity financings, structured securities and equity derivatives – as well as liability management, including issuer tender offers, public and private exchanges offers related to corporate restructurings, acquisitions, and consent solicitations. He has extensive experience with securities regulatory issues and in the development of new financial instruments and products. He also has a broad corporate advisory practice and regularly advises on corporate governance matters, including board structure and practices.

Jeff has been a co-chair of PLI’s Annual Directors’ Institute on Corporate Governance since 2012. He regularly writes and speaks on a variety of capital markets and securities law topics and has been recognized as a leading lawyer by Chambers Global, Chambers USA, The Legal 500 U.S. and IFLR, as well as a Capital Markets MVP by Law360 and a “Trailblazer in Finance, Banking & Capital Markets” by The National Law Journal.

Jeff joined the firm in 1994 and became a partner in 2003. Stanford University Law School, J.D., Order of the Coif; Yale University, B.A., magna cum laude.


Jennifer Paradise is General Counsel of White & Case LLP. As such, she advises the Firm's lawyers on issues relating to professional responsibility, manages the Firm’s Compliance and New Business Teams, and is a member of the Firm's Global Risk Management Committee.

Prior to joining White & Case, Ms. Paradise practiced in the litigation department at another leading firm where she litigated matters on behalf of financial service and communications industry clients.

Ms. Paradise is a former member of the American Bar Association's Standing Committee on Ethics and Professional Responsibility and of the Committee on Professional Responsibility of the Association of the Bar of the City of New York. She frequently lectures on issues pertaining to professional responsibility and teaches Ethics and Professionalism at Fordham Law School.

Ms. Paradise is a graduate of Columbia Law School where she was an Editor of the Columbia Law Review and a Stone and Kent Scholar. Ms. Paradise clerked for the Honorable Nina Gershon, United States District Court Judge for the Eastern District of New York from 2002-2003.


Joan McKown has more than 30 years of experience in Securities and Exchange Commission (SEC) enforcement and financial regulatory matters including investigations, exams, internal investigations, and disputes throughout the United States. She has in-depth knowledge of investigatory issues relating to financial fraud, corporate disclosure, corporate governance, accounting, compliance, private equity, FCPA, broker dealer, investment adviser, investment companies, and insider trading. Joan represents corporations, and financial services firms, and their officers, directors, and employees, counseling them to avoid regulatory scrutiny, and when necessary, resolving matters on the best terms possible.

Prior to joining Jones Day in 2010, Joan was the longest serving chief counsel in the Division of Enforcement at the SEC, where she played a key role in establishing enforcement policies and worked closely with Commission and senior SEC staff. Joan literally wrote the book on SEC enforcement when she oversaw creation of the first version of the SEC Enforcement Manual. As chief counsel, she led hundreds of Wells meetings and settlement negotiations. At Jones Day, Joan has extensive experience submitting persuasive Wells submissions, having reviewed thousands of such submissions while on the SEC staff.

Joan is the president-elect of the board of trustees of the SEC Historical Society. She also serves on the Executive Committee of the board of trustees of the Legal Aid Society of the District of Columbia. She frequently speaks and writes on SEC enforcement related topics.


John F. Olson is a founding partner of Gibson, Dunn & Crutcher's Washington, D.C. office. Mr. Olson represents business organizations in corporate governance, corporate securities, corporate finance and merger and acquisition matters. He has frequently led legal teams conducting internal investigations for boards of directors and board committees.   

Mr. Olson is recognized as one of the nation's foremost authorities on securities, corporate governance and mergers and acquisitions law. He led the Federal Regulation of Securities and Corporate Governance Committees of the ABA Business Law Section and is a longtime member of and advisor to the Section’s Corporate Laws Committee.  He has been ranked annually as one of the top securities regulation attorneys in the country by Chambers USA, as one of the top lawyers in corporate governance by Who’s Who Legal, and has been named by the International Financial Law Review as a Leading Lawyer in U.S. Mergers & Acquisitions.  In 2013 he was elected to the NACD Directorship Corporate Governance Hall of Fame.  He was the founding Chair of the American College of Governance Counsel.

The author and editor of many books and articles on legal issues, Mr. Olson is a Distinguished Visitor from Practice at Georgetown University Law Center where he teaches organizational governance and securities law courses.


John Villa is a partner at Williams & Connolly where he specializes in corporate and financial services-related litigation (both civil and criminal) and legal malpractice defense.  The Financial Times of London writes “John Villa, of Williams & Connolly in Washington, has a reputation for being the lawyer that law firms turn to when in a spot of bother.”  He was named to National Law Journal's list of "100 Most Influential Lawyers in America" as "the first lawyer that other attorneys and law firms turn to when caught up in the S&L and banking scandals."  Chambers says “John Villa is the ‘first name to come to mind for financial services litigation matters.’”  The PLC Global Counsel’s Handbook describes him as “an exceptional banking, financial and corporate governance litigator.”  American Lawyer has called him “perhaps the premier [legal] malpractice defense lawyer in the nation.”  The Washington Post reports “John Villa of . . . Williams & Connolly [is] the lawyer and firm that lawyers and law firms turn to when they’re in trouble,” and describes Villa as “a litigator who has gained national prominence with a somewhat rare specialty: defending top-flight law firms in trouble.”  Law 360 has listed him and W&C first among the “6 Firms to have on Speed Dial if Malpractice Trouble Hits.” He has been Chambers rated Tier One nationally and regionally in a number of areas for nearly a decade including financial enforcement, securities defense and commercial litigation.  

He is the author of the following treatises and legal casebooks: Banking Crimes: Fraud, Money Laundering and Embezzlement (2 vol.) (West), Bank Directors' and Officers' and Lawyers' Civil Liabilities (Aspen), Corporate Counsel Guidelines (2 vol.) (West /ACC), and Professional Responsibility: Representing Business Organizations (West Academic).  Mr. Villa is an adjunct professor at Georgetown University Law School teaching a course entitled "Counseling the Corporation in Crisis" and will teach at Duke Law School’s Winter session in 2019.  Mr. Villa was a trial attorney (Honors Program) in the United States Department of Justice.


Karen Garnett is a partner in the Corporate Department and a member of the Capital Markets Group at Proskauer Rose LLP.

Karen’s practice focuses on regulatory matters under the federal securities laws, equity finance transactions and public company advisory services. Karen has extensive experience in applying and interpreting federal securities laws and regulations, including requirements governing public company registration, reporting and disclosure.

Karen joined Proskauer following almost 24 years on the staff of the U.S. Securities and Exchange Commission. Most recently, she was an Associate Director in the Division of Corporation Finance, where she led the disclosure review program. Karen routinely provided guidance on a broad range of complex transactions and disclosure matters, and oversaw the work of several industry-focused review teams. As a senior officer, Karen helped develop many of the Division’s policies and procedures, and she worked closely with staff across the SEC on matters involving broker-dealers, investment companies, and novel financial products.

Memberships

  • DC Bar Association, Co-Chair of the Corporate Law and Business Committee
  • American Bar Association, Federal Regulation of Securities Committee
  • Member, National Association of Real Estate Investment Trusts (NAREIT)
  • Member, Financial Accounting Standards Advisory Council (FASAC)

Government Service

  • U.S. Securities and Exchange Commission - Division of Corporation Finance, 1995-2018
  • U.S. Securities and Exchange Commission - Division of Investment Management, 1994-1995

Other Distinctions

  • U.S. Securities and Exchange Commission’s Meritorious Impact Award, 2016
  • U.S. Securities and Exchange Commission’s Byron Woodside Award, 2005


Katharine (Katie) Martin is chair of Wilson Sonsini Goodrich & Rosati's board of directors and a partner in the firm's Palo Alto office, where she practices corporate and securities law. Katie previously served as a member of the Policy Committee and as the leader of its business law department.

Katie has extensive experience in representing public companies. Her practice includes all aspects of company representation, including corporate governance, SEC compliance, 1934 Act issues, public offerings, private placements, and mergers and acquisitions. She also has represented underwriters in public offerings and issuers and investors in private equity financings.

Katie joined Wilson Sonsini Goodrich & Rosati in 1999, after 12 years at Pillsbury Madison & Sutro LLP, where she was a partner. She is a frequent speaker on corporate and securities law, corporate governance, and mergers and acquisition topics, presenting at such venues as PLI, Corporate Board Member, and the SEC Institute.


Keir Gumbs is Associate General Counsel, Global Corporate, M&A and Securities, and Deputy Corporate Secretary at Uber Technologies, Inc.  Prior to joining Uber, he was a partner in the corporate and securities practice at Covington & Burling LLP. Keir started his career at the SEC, where he served for six years - first as a staff attorney, later as a Special Counsel in the Office of Chief Counsel in the SEC’s Division of Corporation Finance and finally as counsel to SEC Commissioner Roel Campos. 

Keir is recognized as a leading authority on securities regulation and corporate governance who represents a cross-section of constituencies in securities and governance matters, including companies ranging in size from Fortune 50 companies to venture-backed firms, as well as public pension funds, hedge funds, faith-based investors and trade associations. 

Honors and Rankings

  • Most Influential Black Lawyers, Savoy Magazine (2015)
  • Who’s Who Legal, Corporate, M&A and Governance (2015)
  • "D.C. Rising Star”, National Law Journal (2014)
  • DC Super Lawyers, Securities & Corporate Finance (2014-2015)
  • "Trailblazers Under 40", National Bar Association (2014)
  • America's Leading Business Lawyers, Securities: Regulation: Advisory (2012-2015), Chambers USA
  • “2011 Rising Star of Corporate Governance”, Millstein Center for Corporate Governance and Performance
  • Selected as one of the "People to Watch" in the National Association of Corporate Directors 2011 and 2012 “Directorship 100”


Keith Higgins is a member of Ropes & Gray’s corporate department and chair of the securities & governance practice.

Keith rejoined the firm in 2017, after having served as Director of Corporation Finance at the U. S. Securities & Exchange Commission since 2013. While in that role, Keith led the Division’s implementation of significant rulemaking under the Dodd-Frank Wall Street Reform and Consumer Protection Act, Jumpstart Our Business Startups Act (JOBS Act), and Fixing America’s Surface Transportation Act (FAST Act). He also led the Division’s Disclosure Effectiveness project and oversaw the issuance of significant interpretive guidance to companies and investors under the federal securities laws.

Prior to serving at the SEC, Keith had practiced at Ropes & Gray for more than 30 years, counseling public companies in securities offerings, mergers and acquisitions, compliance and corporate governance. Keith advises companies, their boards, and investors on matters with the SEC, including disclosure and financial statements, no-action letters, as well as SEC enforcement actions and related internal investigations.

While in private practice, Keith was recognized by Chambers, Best Lawyers, and other publications as a leading corporate and M&A lawyer in Massachusetts and nationwide.


Kevin McCarthy is a Senior Executive Vice President and General Counsel of BNY Mellon. A member of the company’s Executive Committee, Kevin heads BNY Mellon’s global Legal Department, and also has overall responsibility for the Corporate Secretarial function and Global Corporate Security.

Kevin was appointed to his current position in April 2014. He joined BNY Mellon in 2010 as Deputy General Counsel and led the Litigation, Enforcement and Employment Law functions. In 2013 he was appointed Senior Deputy General Counsel and assumed additional responsibility for the legal teams supporting the company’s Asset Servicing businesses and corporate center functions.

Prior to joining BNY Mellon, Kevin was General Counsel of Cowen Group, Inc., a diversified investment bank and financial services firm. From 2004 to 2007, he was a partner at Wilmer Hale, focused on securities and litigation matters. From 1996 to 2004, Kevin was at Credit Suisse First Boston in a variety of roles, most recently as Managing Director and Global Head of Litigation. Kevin began his legal career as an associate at Willkie Farr & Gallagher.

Kevin is a member of the Board of Trustees of the National September 11 Memorial & Museum, The Legal Aid Society, Albany Law School of Union University, International House and the Cameron Kravitt Foundation.  He is also the current Chair of The Clearing House Association Board of Directors.

Mr. McCarthy Kevin received a B.A. from Siena College and his J.D. from Albany Law School of Union University.

 


Kyle Moffatt is Chief Accountant for the SEC’s Division of Corporation Finance.  He previously served as an Associate Director responsible for oversight of the filing review program for public companies in the healthcare, insurance and financial services industries.  Prior to joining the Division’s senior executive leadership team, Mr. Moffatt was an Associate Chief Accountant in the Division’s Office of the Chief Accountant where he provided accounting and reporting guidance to the financial services and telecommunications industry groups.  He also previously served as an Accounting Branch Chief since joining the Division as a Professional Accounting Fellow in 2000. 

Prior to joining the SEC, Mr. Moffatt was a Manager in the Assurance and Advisory Business Services group at Ernst & Young.  He is a graduate of the University of Maryland at College Park and a member of the American Institute of CPAs.


Lara Shalov Mehraban is an Associate Director for Enforcement in the New York Office of the U.S. Securities and Exchange Commission, which means that she supervises a staff of approximately 150 attorneys, investigators, accountants and paralegals in the New York Office’s enforcement program.  She joined the SEC in 2007 and has served as an Assistant Regional Director, a member of the SEC’s Asset Management Unit, and a senior counsel.  Before joining the SEC, she was a litigation associate at for seven years, first at Paul, Weiss, Rifkind, Wharton & Garrison LLP and then at Stillman, Friedman & Shechtman, P.C.  Prior to her law firm practice, she served as a law clerk to the Honorable Michael Daly Hawkins on the United States Court of Appeals for the Ninth Circuit.  She received her J.D. from the University of Michigan Law School and her B.A. from Duke University.


Lillian Brown is a partner in the Transactional and Securities Departments and a member of the Corporate Practice Group in WilmerHale's Washington, DC office. Ms. Brown advises clients, including public companies and their boards, on federal securities law compliance and corporate governance matters. She has extensive experience in SEC reporting and disclosure requirements, shareholder proposal and proxy matters, proxy access and shareholder activism and engagement.  Before joining WilmerHale in 2013, Ms. Brown served in a number of capacities in the SEC’s Division of Corporation Finance, including Counsel to the Division Director.


Linda Chatman Thomsen, who was the first woman to serve as the Director of the Division of Enforcement at the Securities and Exchange Commission, is senior counsel in Davis Polk’s Litigation Department and practices in the 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).


Lisa Schmidt is the executive vice president of Richards, Layton & Finger, Delaware’s largest law firm.  Focusing her practice on corporate litigation, she has litigated numerous corporate control, governance, appraisal matters, and contractual disputes in the Delaware courts.  Lisa also advises corporations, their directors, and special committees on corporate governance and fiduciary duties.

A frequent lecturer on issues of Delaware corporate law and litigation, Lisa is a regular speaker at the Federal Securities Institute, where she currently serves as co-chair.  She is a senior fellow of the Litigation Counsel of America, and has been recognized in Benchmark Litigation, Super Lawyers, and The Best Lawyers in America.  Lisa received a J.D. from Dickinson School of Law, where she was a member of the Woolsack Honor Society.


Logan Hennessey has served as Vice President, Associate General Counsel and Corporate Secretary of Newmont Goldcorp Corporation since 2015. Logan previously served as Associate General Counsel and Assistant Corporate Secretary from 2011 to 2015 and Senior Counsel, Corporate Securities from 2010 to 2011, working in the substantive areas of corporate governance, shareholder engagement, federal securities law, on-going corporate reporting, M&A and financing transactions, general corporate matters. Logan also supports the Board of Directors and its Committees and currently serves as the Chair of Newmont Goldcorp’s Disclosure Committee. Prior to joining Newmont Goldcorp, Logan worked in private practice in the New York office of White & Case LLP. She holds a law degree from the University of Pennsylvania Law School and an undergraduate degree from Wellesley College.

About Newmont Goldcorp: Newmont Goldcorp is the world’s leading gold company and a producer of copper, silver, zinc and lead. The Company’s world-class portfolio of assets, prospects and talent is anchored in favorable mining jurisdictions in North America, South America, Australia and Africa. Newmont Goldcorp is the only gold producer listed in the S&P 500 Index and is widely recognized for its principled environmental, social and governance practices. The Company is an industry leader in value creation, supported by robust safety standards, superior execution and technical proficiency. Newmont Goldcorp was founded in 1921 and has been publicly traded since 1925.

 


Lona is a partner in Shearman & Sterling’s Capital Markets and Corporate Governance practices. He has extensive experience representing companies, financial institutions and their boards on corporate governance, disclosure, and securities law compliance matters and on the financial regulatory process. He also advises companies and financial institutions on all aspects of public and private offerings of equity, equity-linked, high yield debt and investment grade debt securities.

Prior to returning to the firm in 2017, Lona served in senior positions at the Securities and Exchange Commission for over four years. From 2013 to 2015, he served as Chief of Staff to SEC Chair Mary Jo White, where he was the top advisor to the Chair on all issues, including policy development, rulemaking, strategy and management. During this time, he led the rulemaking and implementation efforts related to all mandates under the Dodd-Frank and JOBS Acts and directed the SEC's asset management, market structure, public company disclosure effectiveness and private offering reform programs. He also served as the SEC deputy to the Financial Stability Oversight Council and was the primary SEC liaison with other financial regulators. Lona joined the SEC in 2011 as Deputy Director of the Division of Corporation Finance and later became its Acting Director. Following his SEC tenure, Lona joined Bridgewater Associates, LP, where he was the Chief Governance Officer and a senior advisor to founder Ray Dalio.

Prior to joining the SEC in 2011, Lona was a partner in Shearman & Sterling’s Capital Markets group. He first joined the firm in 1998.


Maeve O’Connor is a litigation partner whose practice focuses on securities litigation, shareholder litigation and complex commercial matters.  She represents public and private companies as well as their boards and officers in high stakes litigation and regulatory matters around the country.  She is Co-Chair of the firm’s Securities Litigation Practice and she spent six years as a member of the firm’s Management Committee.

Maeve is recognized as a leading lawyer by Chambers USA and The Legal 500 US. She is also recognized as a "Litigation Star" and as one of the "Top 250 Women in Litigation" in the IFLR Benchmark Litigation Guide.  She is a co-author of Takeovers: A Strategic Guide to Mergers & Acquisitions (Wolters Kluyer Law & Business).

Prior to joining Debevoise, Maeve served as a Law Clerk to the Honorable H. Lee Sarokin, U.S. Court of Appeals for the Third Circuit. Ms. O’Connor received her J.D. from Yale Law School and her B.A. magna cum laude from Harvard University, where she was elected to Phi Beta Kappa.


Manal Sultan is currently the Deputy Director for the Division of Enforcement and is in charge of the Division’s New York office. Ms. Sultan represented the Division in many enforcement actions, including virtual currency matters, which are filed in the United States District Court.  Many of these matters focus on allegations of manipulation, fraud, and trade practice misconduct. She has also successfully negotiated and settled many actions including benchmark cases and spoofing cases. Prior to being appointed Deputy Director, she has served as a chief trial attorney with the Division of Enforcement at the CFTC in New York. She also served as the Squad Leader of the Manipulation and Disruptive Trading squad of the Division. 


Marc Jaffe, Global Chair of Latham & Watkins’ Corporate Department, represents leading issuers, investment banking firms, and investors in both public and private debt and equity offerings, as well as in lending transactions.

Mr. Jaffe regularly handles high-profile and precedent-setting corporate finance matters on behalf of prominent US and foreign investment banks, public companies, non-US corporations, private equity funds, and mezzanine investment funds. He also advises on general securities and corporate matters. His broad industry experience includes the technology, entertainment, financial services, gaming, hospitality, manufacturing, energy, media and telecommunications, and retail sectors.

Mr. Jaffe guides clients on diverse types of capital markets and financing transactions, including bridge lending and loan commitments, exchange offers, initial public offerings, restructurings, secondary and follow-on offerings, and tender offers and consent solicitations.

Mr. Jaffe has earned widespread recognition for his trailblazing practice work, including by The American Lawyer, which selected him as a Dealmaker of the Year for his leading role in Manchester United’s 2012 IPO on the New York Stock Exchange. The Legal 500 US named Mr. Jaffe to its Hall of Fame, describing him as “pre-eminent in the capital markets space,” “head and shoulders above the rest,” and “a leading light.” He has also been ranked as one of the leading capital markets lawyers by Chambers Global, Chambers USA, IFLR1000, and The Legal 500, and has been recognized by The Legal 500 Latin America.

Mr. Jaffe previously served as Global Co-Chair of Latham & Watkins’ Capital Markets Practice.

Mr. Jaffe is a member of the New York State Bar Association, the American Bar Association, and the Securities Regulation Committee of the Bar of the City of New York. He is a frequent speaker on securities law-related topics.


Mei Lin Kwan-Gett is Citigroup’s Deputy General Counsel and Head of Global Litigation and Regulatory Investigations, where she supervises a worldwide litigation and investigations team.  Prior to joining Citigroup, Ms. Kwan-Gett was a partner at the law firm of Willkie Farr & Gallagher, LLP, where she was co-head of the firm’s white collar defense practice group and specialized in regulatory and enforcement matters, internal investigations, and complex commercial litigation.  Prior to joining Willkie Farr, Ms. Kwan-Gett worked at the U.S. Attorney’s Office for the Southern District of New York as Deputy Chief of the Criminal Division.  She also served as Special Investigative Counsel for the Office of the Inspector General for the U.S. Department of Justice.  She began her career as a Law Clerk in the U.S. Court of Appeals for the Second Circuit.

Ms. Kwan-Gett is a former Chair of the Board of Directors of the City Bar Fund and was a Vice President of the Association of the Bar of the City of New York, and she is a member of the Practising Law Institute’s Board of Trustees

Mei Lin earned her AB from Harvard College and her JD from Yale Law School.


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. Ms. Sawyer serves as Chair of the Firm’s Knowledge Management Committee.

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 “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, OTPP, Sotheby’s, Tiffany & Co. and UnitedHealth.

Ms. Sawyer is currently a Lecturer in Law at Columbia Law School, a Fellow of the American Bar Foundation and a member of the Mergers, Acquisitions & Corporate Control Contests Committee of the New York City Bar Association. Ms. Sawyer has participated in numerous panels for the Practising Law Institute and regularly writes for The M&A Lawyer, The Deal Pipeline and LexisNexis.

Recent Publications

  • “Carve-Out Transactions: Key Seller Considerations,” Practical Law (2019)
  • “How to prepare for 2019’s proxy season,” Corporate Secretary (2018)
  • “When An Activist Designee Joins Your Board,” Law360 (2018)
  • “Facing activists on ESG,” IR Magazine (2018)
  • “Just Getting Started: M&A in 2017 and What to Expect in 2018,” The M&A Lawyer (2018)
  • “Steps to Succession: Planning Techniques for Latin American Family Businesses,” STEP Journal (2017)
  • “Getting to the Head of the Table,” Directors & Boards (2017)

Education

University of Virginia Law School, J.D. 2000
Washington and Lee University, B.A. 1997


Meredith Cross is a partner in the Securities and Transactional Departments in the New York and Washington D.C. offices of WilmerHale.  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 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 Steering Committee of the Securities Regulation Institute, 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 Trustees of the SEC Historical Society and 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 2014-2020 editions of Chambers USA: America's Leading Lawyers for Business
• Selected by peers for inclusion in the 2005-2020 editions of Best 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

 


Myron Marlin is a former practicing attorney who served as the communications director at the U.S. Securities and Exchange Commission, and chief spokesman and director of public affairs at the U.S. Department of Justice.  At FTI Consulting, Mr. Marlin is a Senior Managing Director in the Strategic Communications segment.

Mr. Marlin has more than 25 years of communications experience handling crises, government investigations, high-stakes litigation, and financial transactions across a wide range of industries. 

Prior to FTI Consulting, Mr. Marlin served for nearly five years at the SEC under Chairs Mary Jo White, Elisse B. Walter and Mary L. Schapiro. While there, he coordinated communications strategy on a range of significant issues, including the agency’s policy of seeking admissions in certain enforcement cases, and major rulemaking stemming from the Dodd-Frank Act. He also served as a key communications adviser to the SEC chair, and counseled senior officials through congressional testimony, media interviews and other speaking engagements.

Previously, Mr. Marlin was a senior vice president at a public affairs agency, handling crisis and litigation communications in the energy, transportation, banking, auto, pharmaceutical, retail and entertainment industries.

At the Department of Justice, Mr. Marlin led the media operations and oversaw the communications efforts of the various law enforcement components including the DEA, FBI and INS. During his tenure, he provided communications counsel to the U.S. attorney general on such high-profile matters as the Elian Gonzalez case, the lawsuit against the tobacco industry, the Microsoft litigation, and the appointment of Independent Counsels. Upon his departure, Attorney General Janet Reno awarded him the Edmond J. Randolph Award for Outstanding Service.

Before his career in Washington, D.C., Mr. Marlin was an associate at the New York law firm, Tenzer Greenblatt Fallon & Kaplan. Mr. Marlin is a graduate of the University of Michigan and serves on the Dean's Advisory Council at his law school. He is the vice chair of the board of directors of the Parkinson Foundation of the National Capital Area. He also was a graduate-level adjunct professor of crisis communications at Johns Hopkins University.

 

 


Patricia regularly provides advice on corporate governance matters and a variety of corporate transactions for publicly traded and privately held corporations. Patricia is often called upon to advise on mergers and acquisitions, financings, asset sales and other significant transactions. Her work includes structuring complex transactions and often involves counseling boards of directors and board committees on their fiduciary duties and the technical aspects of Delaware corporate law. She also provides formal legal opinions on issues involving Delaware corporate law.

Patricia is actively involved with the American Bar Association’s Mergers & Acquisitions Committee and Corporate Laws Committee. She is Co-Chair of the Subcommittee on Acquisitions of Public Companies of the M&A Committee and Co-Chair of the MBCA Implementation and Outreach Subcommittee of the Corporate Laws Committee. From 2011-2018, she also served as Co-Chair of the Joint Task Force on Governance Issues in Business Combinations. As part of her role as Task Force Co-Chair, she served as an editor of The Role of Directors in M&A Transactions: A Governance Handbook for Directors, Management and Advisors.

Patricia is a member of the Council of the Corporation Law Section of the Delaware State Bar Association and, in that capacity, participates in the annual review of, and preparation of amendments to, the Delaware General Corporation Law. She was appointed by the Delaware Supreme Court to serve as a member of the court’s Board on Professional Responsibility (2012-2018). In 2018, she became a fellow of the American College of Governance Counsel, and in 2019 was named to the Board of Trustees and Secretary. She has been ranked as a leading Delaware corporate M&A practitioner in Chambers USA since 2014, and ranked by various other publications.

Patricia also frequently speaks on Delaware corporate law issues at corporate law seminars and symposia around the country, including the Tulane Corporate Law Institute, the University of Texas Mergers & Acquisitions Institute, the Ray Garrett Jr. Corporate and Securities Law Institute, the Northwestern Law Securities Regulation Institute and the ABA National M&A Institute.

Patricia received her J.D., magna cum laude, from Villanova University School of Law in 1996, where she served as Executive Editor of the Villanova Law Review. She completed her undergraduate education at University of Delaware, receiving a B.S., magna cum laude, in 1992. Prior to joining Morris Nichols, Patricia served as law clerk to The Honorable Randy J. Holland of the Supreme Court of the State of Delaware.


Professor Hamermesh is a graduate of Haverford College (1973) and Yale Law School (1976). He practiced law with Morris, Nichols, Arsht & Tunnell, in Wilmington, Delaware from 1976 to 1994.

Prof. Hamermesh is a member and former chair of the Council of the Corporation Law Section of the Delaware State Bar Association (responsible for the annual review and modernization of the Delaware General Corporation Law). From January 2010 to June 2011, he served as senior special counsel in the Office of Chief Counsel of the Division of Corporation Finance of the U.S. Securities and Exchange Commission in Washington, D.C. (advising the Staff of the Commission on matters of state corporate law).

Prof. Hamermesh is the Reporter for the Corporate Laws Committee of the American Bar Association Business Law Section (responsible for the drafting and revision of the Model Business Corporation Act), and from 2001 to 2007 was an elected member of the Committee.  In 2002 and 2003 he also served as Reporter for the American Bar Association’s Task Force on Corporate Responsibility.

Recent publications include: Finding the Right Balance in Appraisal Litigation: Deal Price, Deal Process, and Synergies, 73 Bus. Law. 961 (Fall 2018) (with Michael Wachter); The Importance of Being Dismissive: The Efficiency Role of Pleading Stage Evaluation of Shareholder Litigation, 42 J. Corp. L. 597 (2017) (with Michael Wachter); A Most Adequate Response to Excessive Shareholder Litigation, 45 Hofstra L. Rev. 147 (2016); Director Nominations, 39 Del. J. Corp. L. 117 (2014); and Loyalty’s Core Demand: The Defining Role of Good Faith in Corporation Law, 98 Geo. L. J. 629 (2010) (with Leo E. Strine, Jr., R. Franklin Balotti, and Jeffrey M. Gorris).


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.


Scott Spector is the senior partner and former chair of the Executive Compensation and Employee Benefits Group of Fenwick & West. His practice emphasizes the compensation issues that arise in connection with mergers and acquisitions, initial public offerings and corporate governance matters. He also specializes in serving high technology and software clients in designing and implementing executive compensation, equity compensation and other executive compensation arrangements. He is an expert on Section 409A and golden parachute matters. Scott represents numerous executive officers of technology companies in contract negotiations.

Among his current and previous clients are:

  • Cisco Systems
  • Facebook
  • Peloton
  • GoPro
  • ServiceNow
  • NortonLifelock
  • Redfin
  • Workday

He is the former Chair of the Subcommittee on Executive Compensation of the Federal Regulation of Securities Committee of the ABA Business Law Section and the Subcommittee on the Federal Securities Regulation of the Committee on Employee Benefits of the ABA. Scott is the former co-chair of the ALI/ABA annual Executive Compensation program. He is and has been a frequent speaker at the directors’ colleges, NASPP national conferences and other national compensation, governance, and securities law programs. Scott has also written extensively on executive compensation, corporate governance and stock compensation matters. He was named to The Best Lawyers in America in the area of Employee Benefits Law and recognized by Chambers USA as one of the top Employee Benefits and Executive Compensation lawyers in the US and California.

Scott received his Bachelor of Arts and Juris Doctor from Tulane University, in 1971 and 1974 respectively, and his Masters in Law (in Taxation) from New York University in 1975.  

Scott is member of the State Bar of California.

Emphasis:  Mergers & Acquisitions, Equity Compensation Arrangements, Corporate Governance, CEO Contract Negotiations and SEC Disclosure Obligations


Shelly Luisi serves as Chief Risk Officer in the Division of Corporation Finance of the U.S. Securities and Exchange Commission.  The mission of the SEC is to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation.  In support of this mission, the Division seeks to ensure that investors are provided with material information in order to make informed investment decisions, provides interpretive assistance to companies with respect to SEC rules and forms, and makes recommendations to the Commission regarding new rules and revisions to existing rules.  Ms. Luisi leads the Division’s Office of Risk and Strategy, which focuses on developing risk-based approaches to regulatory policies and practices.

Prior to joining the Division in 2015, Ms. Luisi served as Senior Associate Chief Accountant in the SEC’s Office of the Chief Accountant.  In that role, she was responsible for the agency’s interpretive, standard-setter oversight, and communications functions related to accounting principles applicable to SEC registrants. 

Prior to joining the agency in 2000, Ms. Luisi worked in public accounting as an auditor, as well as in industry as Corporate Controller and Vice President of Accounting and Information Systems of an SEC registrant.

Ms. Luisi earned a Bachelor of Science and a Master of Accountancy, both from Florida State University.  She is a CPA, licensed by the state of Georgia.

 


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 $45 billion (as of June 2020) 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., was Chairman of the Alternative Investment Management Association (2016-2020), 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).


Sophia D. Tawil is Deputy General Counsel of Cravath, Swaine & Moore LLP where she advises attorneys and administrative directors and managers on governance, risk management, ethics and professional responsibility, policies, litigation, contracts and other legal matters.

Ms. Tawil previously served as Senior Vice President, General Counsel, Chief Compliance Officer and Secretary of The Providence Service Corporation, a public holding company that provided healthcare services in the U.S. and government-outsourced social services in 11 countries.  In that role, she led the legal and compliance function and was responsible for all legal matters for the public company and its board of directors, as well as oversight of legal and compliance departments of three company segments.  

Prior to joining Providence, Ms. Tawil was a Senior Corporate Attorney at Cravath, where her practice focused on advising corporate clients and financial institutions in a wide variety of matters, including securities transactions, corporate compliance, mergers and acquisitions and restructurings.  

Ms. Tawil is admitted in New York and is an active member of the American Bar Association and the New York City Bar Association, where she is a member of the Committee on Professional Ethics and was a former member of the Committee on Women in the Profession.  

Ms. Tawil received a J.D. from the University of Pennsylvania, where she was Editor-in-Chief of the Journal of International Economic Law, and the recipient of a Certificate of Study in Business Policy and Management from the Wharton School of Business.  She received a B.A. magna cum laude from Barnard College, where she majored in Political Economics and Environmental Science.

Ms. Tawil serves on the Board of Trustees of the Greenwich Library and the Whitby School.

 


Stephanie Avakian is the Director of the U.S. Securities and Exchange Commission’s Division of Enforcement.  She served as Co-Director from June 2017 until August 2020 and as Acting Director from December 2016 to June 2017.  Before that, she served as Deputy Director beginning in June 2014.

Before being named Deputy Director, Ms. Avakian was a partner at Wilmer Cutler Pickering Hale and Dorr LLP, where she served as a vice chair of the firm’s securities practice and focused on representing financial institutions, public companies, boards, and individuals in a broad range of investigations and other matters before the SEC and other agencies.

Ms. Avakian previously worked in the Division of Enforcement as a branch chief in the SEC’s New York Regional Office, and later served as counsel to former SEC Commissioner Paul Carey.

Ms. Avakian received her bachelor’s degree from the College of New Jersey and a law degree from Temple University’s School of Law, both with high honors.


Steve Cutler is a litigation partner and head of the Investigations practice group at the law firm of Simpson Thacher & Bartlett LLP in New York City. He advises companies, boards and senior executives on government and internal investigations, corporate governance and regulatory matters. 

Previously, Steve was a Vice Chairman at JPMorgan Chase & Co., following nine years as the company’s General Counsel, including during the financial crisis.  Before joining JPMorgan Chase, Steve was the Director of the U.S Securities and Exchange Commission’s Division of Enforcement for nearly four years, overseeing the Commission’s investigations of public companies, as well as broker-dealers and investment advisors. 

Mr. Cutler is on the boards of the the National Women’s Law Center and the Metropolitan Museum of Art.  He previously served on the board of the Financial Industry Regulatory Authority (FINRA), and has been a Visting Lecuturer at both Yale and Columbia Law Schools.

Mr. Cutler earned his B.A. from Yale University, summa cum laude, and was elected to Phi Beta Kappa.  He received his J.D. from Yale Law School, where he was an Editor of the Yale Law Journal.


Steven Peikin was named Co-Director of the SEC’s Division of Enforcement in June 2017.

Before serving at the Commission, Mr. Peikin was Managing Partner of Sullivan & Cromwell LLP’s Criminal Defense and Investigations Group. His practice focused on white-collar criminal defense, regulatory enforcement, and internal investigations.

From 1996 to 2004, Mr. Peikin served as an Assistant U.S. Attorney in the Southern District of New York. He was Chief of the Office’s Securities and Commodities Fraud Task Force, where he supervised some of the nation’s highest profile prosecutions of accounting fraud, insider trading, market manipulation, and abuses in the foreign exchange market. As a prosecutor, Mr. Peikin also personally investigated and tried a wide variety of cases involving securities and commodities fraud, as well as other crimes.

Mr. Peikin received his bachelor’s degree from Yale University and a law degree from Harvard Law School, both magna cum laude. Following law school, he served as a law clerk to the Honorable J. Edward Lumbard, United States Circuit Judge, Second Circuit, and the Honorable Robert P. Patterson, Jr., United States District Judge, Southern District of New York.

Mr. Peikin is Adjunct Professor of Law at NYU Law School and a Visiting Scholar at Harvard Business School. He is President of the Board of Directors of the Center For Hearing and Communication, a non-profit health and human services agency that serves the deaf and hard of hearing.


The Honorable Collins J. Seitz, Jr. was sworn in as Chief Justice of the Supreme Court of Delaware on November 8, 2019.  He has served as a Supreme Court Justice since 2015.  Prior to his judicial appointment, Chief Justice Seitz was a founding partner of Seitz Ross Aronstam & Moritz LLP, a boutique corporate advisory and litigation firm in Wilmington, Delaware representing clients in high profile corporate and trust disputes in the Delaware Court of Chancery.  Before founding Seitz Ross, Chief Justice Seitz was a partner of Connolly Bove Lodge & Hutz LLP in Wilmington Delaware, where he litigated corporate and intellectual property disputes.

A member of the Delaware Bar since 1983, Chief Justice Seitz served as a board member and chair of the Board of Bar Examiners, and a board member of the Board on Professional Responsibility.  Both federal and state courts often appointed Chief Justice Seitz as a Master and Trustee to oversee complex corporate, commercial and intellectual property cases.  He is a Fellow of the American College of Trial Lawyers.

Chief Justice Seitz received his undergraduate degree from the University of Delaware and his law degree from the Villanova University School of Law.


William McLucas is a senior partner in the Washington, DC office of WilmerHale LLP specializing in Securities.  Mr. McLucas is chair of the firm's Securities Department and is one of the most sought-after advisors to public companies, boards of directors, audit committees and special committees dealing with corporate crises and related issues. He joined the firm after serving for more than eight years as Director of Enforcement for the Securities and Exchange Commission under Chairman Richard Breeden and Chairman Arthur Levitt.  He represents public companies, investment banks, accounting firms and advisors to mutual funds facing a variety of corporate and market crises, as well as Securities and Exchange Commission investigations.

In addition, Mr. McLucas has overseen numerous audit committee and special committee inquiries and has also represented numerous corporate executives and directors in connection with Securities and Exchange Commission investigations.

Mr. McLucas is a frequent speaker on panels and programs on topics pertaining to securities laws, corporate governance and law enforcement, and has written extensively on these topics as well.


Deborah has had the unique opportunity to play a role in developing the best practices in professional services marketing by working with the most respected and demanding professionals in the world.  

Deborah is the former long-time chief marketing officer of Cravath, Swaine & Moore LLP, where she created and managed the firm’s marketing and business development operations. On the business development side, she worked with colleagues to create a business and industry intelligence unit to help generate business opportunities, define new trends, and prepare partners for presentations. On the communications side, Deborah oversaw all strategic public relations and marketing communications.  Prior to joining Cravath, Deborah was the chief marketing officer at Debevoise & Plimpton.

Deborah is the author of the acclaimed Best Practices in Law Firm Business Development and Marketing (PLI 2019), a new book based on more than 60 interviews she conducted in 2018 with leading law firm leaders and marketers, general counsel, and innovators in the profession. Prior to entering law firm marketing, she worked at Towers Watson and Ketchum Communications and taught several courses at NYU in the area of marketing professional services. Deborah is the past President of the LMA NY Chapter and was recently honored with LMA New York’s Legacy Award, in recognition of making a distinguishable mark on the chapter and the profession.

In 2017, she launched her own consulting practice, Farone Advisors LLC, where she advises law and other professional service firms on business strategy and targeted marketing and is a speaker at professional forums and partner retreats.


For over two decades, Mr. Silk’s practice has focused on representing institutional investors on matters involving federal and state securities laws, accountants’ liability, and the fiduciary duties of corporate officers.   A senior member of the firm's Management Committee, Mr. Silk is one of the partners who oversee the firm's new matter department, in which he, along with a group of financial analysts and investigators, counsels institutional clients on potential legal claims.  He also advises creditors on their rights with respect to pursuing affirmative claims against officers and directors, as well as professionals both inside and outside the bankruptcy context.

Among other significant matters, Mr. Silk prosecuted a number of actions arising out of the financial crisis, and helped clients recover billions of dollars on investments in residential mortgage-backed securities and other mortgage-related structured investment products in actions against JPMorgan, Goldman Sachs, Deutsche Bank and Morgan Stanley, among other major financial institutions.  Mr. Silk was one of the principle attorneys in the securities litigation against the General Motors Company arising from a series of misrepresentations concerning the quality, safety, and reliability of the Company’s cars, and helped recover $300 million for investors.

Mr. Silk was recognized by The National Law Journal in its inaugural list of “Litigation Trailblazers & Pioneers” —one of the leading lawyers in the country who have changed the practice of litigation through the use of innovative legal strategies — in no small part for the critical role he played in helping the firm’s investor clients recover massive losses in the wake of the financial crisis, among other matters.  In addition, Lawdragon magazine has named him one of the "100 Securities Litigators You Need to Know," one of the "500 Leading Lawyers in America," and one of America's top 500 "Rising Stars" in the legal profession. Recognized as one of an elite group of notable national practitioners by Chambers USA, Mr. Silk is also named as a "Litigation Star" by Benchmark, and is recommended by the Legal 500 USA guide in the field of plaintiffs’ securities litigation.

A regular commentator for the business media on television and in print, he has appeared on NBC's Today, and CNBC's Power Lunch, Morning Call, and Squawkbox programs, and has been featured in The New York Times, Financial Times, Bloomberg, The National Law Journal, and the New York Law Journal.


Jennifer Zepralka is the Chief of the Office of Small Business Policy in the U.S. Securities and Exchange Commission’s Division of Corporation Finance.  The office assists companies seeking to raise capital through exempt or smaller registered offerings, and participates in and reviews SEC rulemaking and other actions that may affect small businesses. 

Before joining the Office of Small Business Policy in 2018, Ms. Zepralka was a partner in the Transactional and Securities Departments at Wilmer Cutler Pickering Hale and Dorr LLP, where she focused on federal securities law compliance, disclosure and corporate governance issues.  Ms. Zepralka previously worked in the Division of Corporation Finance as Senior Special Counsel to the Director of the Division of Corporation Finance from 2009 to 2013.  Prior to first joining the SEC staff, she was an associate and counsel at WilmerHale in New York and Washington, DC and an associate at Allen & Overy in London.

Ms. Zepralka received her law degree from the University of Pennsylvania Law School and B.A. from Dartmouth College.


Jonathan K. Youngwood is Co-Chair of the Firm’s Litigation Department. For more than 20 years, Jon has represented financial institutions, corporations, executives and boards of directors in a wide range of high-profile litigations, arbitrations and regulatory investigations. His practice focuses on matters involving securities, antitrust and ERISA law as well as M&A litigation.

In 2017, Jon was the recipient of the “Securities Lawyer of the Year” award by Euromoney’s Benchmark Litigation, an award that recognizes the country’s leading litigators, and was also honored as a “Distinguished Leader” by the New York Law Journal. Chambers and Partners consistently recognizes Jon as a leading securities litigator, describing him as a “very well-respected lawyer with a tremendous reputation, and is very good in the courtroom”; “the best lawyer on his feet - he is incredibly comfortable before judges and panels”; a “smart, focused and creative lawyer who brings the required intensity to the job.” Chambers also recognizes him as “a detail-oriented litigator with the ability to get to the nub of an issue” who “has extensive securities knowledge” and “flair for written work and oral advocacy.” He is recognized as a “Leading Lawyer” by The Legal 500, where market commentators describe him as “very talented”; who has a “client-oriented approach”; “technically superb, bright and articulate”; an “outstanding securities litigator”; and “smart, hardworking and extremely professional.” Jon has also been recognized by Benchmark Litigation as a “Top 10 Nationwide Securities Star”; and is consistently recognized as a national and New York “Litigation Star” in Securities Litigation, where sources have described him as “one of the smartest lawyers I know. He not only is hardworking, but he has the ability to be both a big-picture thinker and also pay incredible attention to detail.”

He edits the Securities Law Alert, a monthly newsletter published by the Firm, is the Co-Chair of PLI’s annual program entitled “Handling a Securities Case: From Investigation to Trial and Everything in Between,” and received the Burton Award for Achievement in Legal Writing.

Among a number of significant pro bono achievements, Jon served on the Simpson Thacher team that achieved a finding (after a seven-month trial) that the New York City public schools fail to provide a constitutionally adequate education.

Jon received his B.A. with honors from Brown University in 1990. He received his J.D. in 1994 with honors from the University of Chicago, where he served as Comments Editor of The University of Chicago Law Review. He also holds a Master of Public Policy from The University of Chicago (1992). Jon joined Simpson Thacher in 1995 following a one-year clerkship with Hon. Dennis G. Jacobs of United States Court of Appeals for the Second Circuit. He became a Partner in 2003.


Josh is NIKE’s VP, Supply Chain and Sustainability Counsel. He leads the legal team’s support of NIKE’s end to end supply chain, including global sourcing and manufacturing; logistics, transportation and distribution; indirect procurement and sustainability.  He and his team also support NIKE’s Corporate Responsibility, Sustainability and Governance Committee of the Board of Directors (which includes oversight of ESG matters); NIKE’s government and public affairs global sustainability team; and Social and Community Impact.

Josh received a Bachelor of Arts degree from Westmont College.  He received his Juris Doctor degree from Duke University School of Law, and has a M.A. in English from Duke University.

Prior to joining Nike in 2010, Josh worked on Mergers and Acquisitions, Corporate Finance, and General Corporate Law at Tonkon Torp LLC in Portland, OR. 


Mark is Executive Director of Enforcement and Market Oversight at the Financial Conduct Authority. He has been involved in corporate, financial services and securities regulation since 1987 in Australia, Hong Kong and in the UK, specialising in investigatory work and resulting litigation.

Mark joined the FCA from the Hong Kong Securities and Futures Commission, where he was Executive Director of Enforcement and a member of the board for 9 years. Before joining the SFC, Mark was Deputy Executive Director, Enforcement with the Australian Securities and Investments Commission.


Ms. Sheehan is the former Director of Corporate Governance for the California State Teachers’ Retirement System (CalSTRS), the largest educator-only public pension fund in the world, where she was responsible for overseeing all corporate governance activities for the fund including proxy voting, company engagements and managing over $4 billion placed with activists and ESG managers.  Ms. Sheehan is currently Chair of the SEC’s Investor Advisory Committee. She is a Board member at L Brands and also serves as a Senior Advisor to PJT Camberview.  Prior to CalSTRS, she served as Chief Deputy Director for Policy at the California Department of Finance. During her tenure at Finance, Ms. Sheehan served on both the CalSTRS and CalPERS Boards as well as serving as the Executive Director of the Governor’s Post-Employment Benefits Commission.  Ms. Sheehan served as the Chair of the Council of Institutional Investors for two years, as well as having served two terms on the NASDAQ Listing Council, a Member of the Advisory Board of the Weinberg Center for Corporate Governance at the University of Delaware, and a Member of the Board of Directors of the 30 Percent Coalition.

Ms. Sheehan was named one of the 100 most influential people on corporate governance by Directorship magazine for the past eight years.

 


Named by NACD as one of the 100 most influential people in corporate governance and the boardroom, Stephen L. Brown is a globally recognized governance expert, thought leader and trusted advisor to corporate boards and C-suites.  Currently, he is a Senior Advisor at KPMG Board Leadership Center. At BLC, he articulates boardroom challenges and actionable thought leadership on strategy, risk, talent, technology, globalization, and financial reporting by engaging with directors, business leaders and investors. 

Mr. Brown founded The Edgerton Group, a boutique consulting firm that advises boards and management on critical corporate governance issues including anti-activist defense, executive compensation and other proxy disclosures, board evaluations and shareholder engagement.  Formerly, he led TIAA’s (Nuveen) Corporate Governance Group which managed the corporate governance and social responsibility initiatives related to the firm’s over $900 billion investment portfolio.   Mr. Brown was also the CEO of the Society of Corporate Governance, practiced securities law at WilmerHale and Skadden, and was an associate with Goldman Sachs.  He has served as a judge for Corporate Secretary Magazine Corporate Governance Awards and the NYSE Governance, Risk & Compliance Leadership Awards.

Mr. Brown is an adjunct professor at McDonough School of Business at Georgetown, Yale, and in the Skadden, Arps Honors Program in Legal Studies, Colin Powell School for Civic and Global Leadership at City College of New York.   He received his B.A. with honors from Yale and his J.D. from Columbia University Law School where he was a Harlan Fiske Stone Scholar.  He serves on several non-profit and advisory boards and was an elected public school board member. 


Ray is the Head of BlackRock's Investment Stewardship team for the Americas region based in New York. In this role, Ray leads a team of specialists responsible for engagement and proxy voting activities in relation to the companies in which BlackRock invests on behalf of clients. Through direct engagement with companies, the team encourages corporate governance practices that support sustainable financial performance over the long-term. 

Prior to joining BlackRock, Ray most recently managed the corporate access engagement practice at several investment banking firms, including Stifel and Cowen. In these capacities, he oversaw teams that established and enhanced constructive dialogue with hundreds of portfolio companies' boards and management teams.

Ray started his Wall Street career at Morgan Stanley on the institutional equity sales desk. After spending several years as a generalist, he became a technology specialist. It was in that capacity, he recognized the potential of corporate access as a stand-alone business opportunity. Ray is credited for creating and managing the first fully integrated corporate access team on Wall Street. His team included a diverse group of sector specialists who were responsible for driving engagements in their respective industries and enhancing relationships with corporate boards and management and with internal investment professionals within the firm.

He was subsequently recruited to re-engineer the corporate access engagement practice at Lehman Brothers. There he successfully maintained the entire team through the Lehman bankruptcy filing and the eventual acquisition of equity assets by Barclays.

Ray earned his Masters of Business Administration degree from Southern Methodist University, Dallas, Texas and his Bachelors of Business Administration degree from The University of Texas at Austin.


Steve is a corporate and securities partner at Wilson Sonsini Goodrich & Rosati where he practices out of the Firm’s Palo Alto office.  From 2009 – 2012, Steve was the CEO of the Firm. 

Steve has served as an advisor to the SEC and Nasdaq on a variety of securities law, governance, financial reporting and capital formation matters.  He was extensively involved in the development of Nasdaq’s rules with respect to corporate governance reform and other listing standards, and served as Co-Chair of the Nasdaq Listing and Hearing Review Council.  Steve was a member of the SEC Advisory Committee on Smaller Public Companies, which was charged with evaluating the current securities regulatory system, including the impact of the Sarbanes Oxley Act.  Many of the Committee’s recommendations have since been adopted as rule changes by the SEC.  From 2012 to 2018, Steve served two terms as a member of the Federal Reserve Bank of San Francisco’s Board of Directors.

Steve served as one of two attorneys on the IPO Task Force where he was extensively involved in designing the IPO-related provisions of the Jobs Act of 2012, including confidential submissions and testing the waters.

From 2002 – 2009, Steve was a lecturer on corporate and securities law at the UC Berkeley School of Law, where he designed and taught the Venture Capital and IPO Law course.  He has also been a guest lecturer at Harvard Law School, Stanford Law School, the Stanford Graduate School of Business and UC Berkeley’s Haas School of Business.

Steve has published many articles in the areas of securities law and corporate governance.  He was the Co-Chair of PLI’s Annual Institute on Securities Regulation in New York from 2007 – 2011.


Wesley “Wes” Bricker is a Vice Chair and PwC’s Assurance Leader for the US and Mexico. In this capacity, Wes’ responsibilities encompass audit quality, business development and portfolio strategy, human capital, diversity, innovation, and technology.

Prior to joining PwC US, Wes served as the Securities and Exchange Commission’s Chief Accountant beginning in 2016, after serving as the deputy chief accountant following a role as a professional accounting fellow. In his role as the SEC’s Chief Accountant, Wes was the principal advisor to the Commission on accounting and auditing matters, and led the Commission’s Office of the Chief Accountant, a group of professionals widely regarded for advancing the quality of accountancy and financial reporting oversight in the capital markets in the US and internationally. He was also responsible for assisting the Commission with discharging its oversight of the Financial Accounting Standards Board (FASB) and the Public Company Accounting Oversight Board (PCAOB), and also served as chair for the Monitoring Group, a group of regulatory and international financial organizations committed to advancing the public interest in international audit standard setting and audit quality.

Wes returns to PwC where he previously served clients in the banking, capital markets, financial technology, and investment management sectors, and also served as a member of the firm's National Quality Organization.

Wes received a BS in accounting from Elizabethtown College and a JD from American University. He is licensed as a certified public accountant and is a member of the New York State Bar Association.


Zachary is a consultant, advisor, and attorney with over a dozen years of practical and regulatory experience advising companies, investors, and market participants on, among other things, their compliance obligations under the federal securities laws.  His experience spans nine years at the U.S. Securities and Exchange Commission (SEC) Division of Corporate Finance and Office of the General Counsel. Prior to the SEC, he practiced at Latham & Watkins. He is an expert on small company capital formation and various exemptions from registration under the Securities Act of 1933. Zachary was key to many of the SEC’s policy decisions made following the JOBS Act. He was the principal drafter of the Regulation A proposing and adopting release, as well as the SEC’s proposing release on Intrastate and Regional Crowdfunding exemptions. He is a frequent speaker on crowdfunding and related issues that arise under the federal securities laws.

Zachary is the co-founder and a principal of Ketsal Consulting, LLC, a consulting firm focused on advancements in regulatory technology, and Blakemore Fallon PLLC, its affiliated law firm. He is also the founder and Chief Executive Officer of So.Capital Inc., an online platform that leverages technology and regulatory requirements to increase the efficiency of online capital raising processes.


James McDonald joined the CFTC from the U.S. Attorney's Office for the Southern District of New York.  Earlier in his career, Mr. McDonald served as a law clerk to the Honorable John G. Roberts, Jr., Chief Justice of the United States, and, before that, as a law clerk to the Honorable Jeffrey S. Sutton, Jr., on the United States Court of Appeals for the Sixth Circuit.  A graduate of Harvard College and University of Virginia School of Law, Mr. McDonald previously served in the Office of White House Counsel under President George W. Bush, and he worked at the law firm of Williams & Connolly LLP.  Originally from Tulsa, Oklahoma, Mr. McDonald has also served as a visiting professor at the University of Tulsa College of Law, where he taught Constitutional Law, Federal Courts, Foreign Relations Law, and Supreme Court Decision-making.   


John W. White is a partner in Cravath, Swaine & Moore LLP's Corporate Department and serves as Chair of its Corporate Governance and Board Advisory practice. From 2006 through 2008, he served as Director of the Division of Corporation Finance at the U.S. Securities and Exchange Commission, which oversees disclosure and reporting by public companies in the United States. During his over 25 years as a partner at Cravath, John has focused his practice on representing public companies on a wide variety of matters including, more recently, public reporting and disclosure obligations, corporate governance matters and restatements, revisions and other financial crises.

John is a member of the Financial Accounting Standards Advisory Council (FASAC), which advises the Financial Accounting Standards Board (FASB). From 2010 to 2018, he served as a member of the Standing Advisory Group (SAG), which advises the Public Company Accounting Oversight Board (PCAOB). John is a member of the Board of Directors of Financial Executives International (FEI) and a member of the Board of Trustees and Chair of the Audit Committee of the Practising Law Institute (PLI). He served three years on the New York Stock Exchange’s Legal Advisory Committee, four years as Chairman of the Securities Regulation Institute, five years as Co-chair of PLI’s Annual Institute on Securities Regulation and six years on the Board of Trustees and Audit Committee of the SEC Historical Society. John was twice selected by the National Association of Corporate Directors (NACD) as one of the 100 “most influential people in the boardroom and corporate governance community.”

 


Michael Littenberg is a partner at Ropes & Gray, in the Securities and Public Companies practice.  He is based in the New York office.

Michael advises U.S. and foreign public and private companies, investment banks, private equity funds and other private investment funds in transactional matters, including securities offerings and mergers and acquisitions. Michael also counsels U.S. public companies and foreign private issuers and their boards, board committees, special committees, executive officers and investors in connection with ongoing compliance under the U.S. securities laws, exchange requirements and governance matters.  His clients range from large well-known institutions to growing companies across every major industry.

As part of his practice, for almost 30 years, Michael has been active in advising leading public and private companies, asset managers and asset owners on ESG, corporate social responsibility and supply chain compliance matters, and he is widely viewed as one of the leading practitioners in this emerging area.  Michael is ranked in Chambers Global’s Business and Human Rights category, has been included for multiple years in various top influencer lists relating to CSR, conflict minerals and modern slavery compliance and has been a member of numerous advisory panels on a range of ESG issues, and is a current member of the SASB Standards Advisory Group.   

In the ESG/CSR/supply chain compliance space, Michael advises clients on, among other things: compliance with a wide range of enacted, pending and proposed regulatory requirements, “soft law” instruments and industry and NGO codes of conduct, standards, frameworks and guidance;  due diligence; risk and impact assessments; structuring and implementation of tailored compliance policies, procedures, programs and codes of conduct; public benefit corporations; impact and socially responsible investing; sustainable financing; training; benchmarking; regulatory and voluntary disclosures and other communications; stakeholder engagement; and grievance mechanisms. 


Shelley E. Parratt is Deputy Director of the SEC’s Division of Corporation Finance.  In this capacity, Ms. Parratt oversees the Division’s disclosure review program, which is responsible for assisting over 7,000 reporting companies in meeting their disclosure obligations under the federal securities laws.  Ms. Parratt also assists the Director in strategic planning for the Division and in developing Division policy and operational procedures.

Ms. Parratt served as Acting Director of the Division during the first half of 2017 and the first half of 2009, overseeing all disclosure review, rulemaking and other Division operations.  She received a MBA from Syracuse University and a BA from St. Lawrence University.


Thomas W. Yang is Managing Director and Associate General Counsel at Bank of America and is co-head of the global team of attorneys that covers the Debt Capital Markets and Equity Capital Markets groups worldwide.  Mr. Yang focuses on both debt capital markets and equity capital markets transactions, as well as U.S. and international regulatory and policy matters affecting the securities industry.  Mr. Yang is the chair of the Primary Markets Committee of the Securities Industry and Financial Markets Association (SIFMA) and is a member of the Corporate Financing Committee of the Financial Industry Regulatory Authority (FINRA).  Prior to joining Bank of America, Mr. Yang was a Director and Counsel in the Transactions Advisory Group at Credit Suisse First Boston from 2000 to 2005 and had practiced law with the firm of Brown & Wood LLP prior to then.


Chairman of the firm since 2008, Brad Karp is one of the country’s leading litigators and corporate advisers. Brad has successfully guided numerous Fortune 100 companies, global financial institutions and other companies through “bet the company” litigations, regulatory matters and internal investigations. Prior to being named chairman of Paul, Weiss, Brad chaired the firm’s Litigation Department. Brad has spent his entire career at Paul, Weiss, beginning as a summer associate.

Brad has received numerous industry recognitions over the years. In 2019, Brad was selected as a “Trailblazer” and as a “Distinguished Leader” by the New York Law Journal, as an “Equality Trailblazer” by the National Law Journal, “Banking MVP of the Year” by Law360, and received the William Nelson Cromwell Award from the New York County Lawyers Association in recognition of his “unselfish service to the profession and the community.” In 2018, Brad received the Special Achievement Award from the Financial Times in recognition of his legal achievements and leadership of Paul, Weiss and was also named the “Attorney of the Year” by the New York Law Journal, “Litigator of the Year” by The American Lawyer, “Sports MVP of the Year” by Law360, and “Securities Lawyer of the Year” by Best Lawyers. In 2017, Brad was selected as a “Litigation Trailblazer” by the National Law Journal and Best Lawyers’ “Banking Lawyer of the Year.” Additional publications consistently rank Brad as one of the leading lawyers in the United States, including The Wall Street Journal, The New York Times, Crain’s New York Business, The Financial Times, The Lawyer (U.K.), The Legal 500, Euromoney Institutional Investors, Best of the Best USA and Benchmark/Institutional Investor.

Brad speaks and writes frequently on business litigation, securities litigation and corporate governance. He has spoken at more than 600 conferences and has lectured at Harvard Law School, Yale Law School, Columbia Law School, NYU Law School and The Federal Judicial Center. Brad has written more than 500 articles on business litigation and corporate governance issues. For the past 35 years, Brad has written a monthly column for the New York Law Journal, “Second Circuit Review,” which analyzes developments in the Court of Appeals for the Second Circuit. Brad is a frequent contributor to the Harvard Law School Forum on Corporate Governance and Financial Regulation. Brad has also spoken out and written about pressing issues of social justice. Most recently, in 2018, Brad authored two op-eds in The New York Times, “Stop Shielding Gun Makers,” advocating changes to gun manufacturer liability laws, and “An Army of Lawyers for Migrants,” urging the private bar to address the unlawful treatment of immigrants and to seek the reunification of separated families. In 2018, Brad also authored an op-ed in the New York Law Journal, “Democracy Itself Is on the Ballot,” addressing voter suppression and disenfranchisement. Brad is also active in the community, serving on 30 public interest and educational institution boards.

Brad is a 1984 graduate of Harvard Law School and clerked for The Honorable Irving R. Kaufman, former Chief Judge of the U.S. Court of Appeals for the Second Circuit.