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Corporate Governance - A Master Class 2011


Speaker(s): Alan L. Beller, Ann L. Yerger, Carmen J. Lawrence, David A. Katz, David B. Harms, George S. Canellos, Hon. Edward H. Fleischman, Hon. Harvey L. Pitt, Hon. Richard Y. Roberts, Hon. Roberta S. Karmel, Ilene B. Marquardt, Joshua E. Levine, Lawrence A. Hamermesh, Marc I. Steinberg, Michael D. Mann, Ralph C. Ferrara, Renee L. Wilm, William R. Baker III
Recorded on: Feb. 16, 2011
PLI Program #: 28855

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

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

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

He is also a:

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

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

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

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


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.


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.


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.


Edward H. Fleischman
Consultant on Corporate and Financial Markets Law
Admitted to the Bar of New York and of the US Supreme Court

Practice Areas:  Business Entities; Financial Regulation; Capital Markets

Experience:
Counsel/Consultant on US law and regulations applicable to business entities and to participants in the US
securities and derivatives markets, including investment banks, securities broker/dealers, futures commission
merchants, investment advisers and commodity trading advisors, both within and across borders into the US

Education:
1956 - 1959 Columbia University Law School, LL.B., Harlan Fiske Stone Scholar
1949 - 1953  Harvard College, B.A. cum laude

Career to Date:
2011 to date:     Independent Consultant; Consulting Editor (2014) to Metropolitan Corporate Counsel
1994 - 2010: Senior Counsel, Linklaters LLP (resident in New York)
1992 - 1994:  Partner, Rosenman & Colin, New York
1986 - 1992: Commissioner, US Securities & Exchange Commission, Washington DC
1959 - 1985: Partner (previously Associate), Beekman & Bogue, New York

Additional Positions:

1998 - 2014:    Chairman (Co-Chair fr.2011), Int’l. Law Ass’n. Committee on International Securities Regulation
1999 - 2002:    Chairman, Amer. Bar Ass’n. Int’l Law Committee on Int’l Securities Transactions
1995 - 1999:    Chairman, Amer. Bar Ass’n. Business Law Committee on Professional Responsibility
1990 - 1991:    President, American College of Investment Counsel
1987 - 1991:    Chairman, Amer. Bar Ass’n. Business Law Committee on Developments in Business Financing
1981 - 1984:    Chairman, Amer. Bar Ass’n. Admin. Law Committee on Securities, Commodities & Exchanges
1980 - 1983:    Chairman, Amer. Bar Ass’n. Business Law Subcommittee on Model Simplified Indenture
1973 - 1978:    Chairman, Amer. Bar Ass’n. Business Law Subcommittee on Broker-Dealer Matters

1952 -1955:     U.S. Army Military Intelligence (stationed in Nuremberg, Germany)


Harvey Pitt is CEO of global business consulting firm Kalorama Partners, and its law firm affiliate, Kalorama Legal Services. From 2001-03, Mr. Pitt was 26th SEC Chairman. Mr. Pitt served previously at the SEC (1968-78), including three years as General Counsel.

Mr. Pitt was a senior corporate partner at Fried, Frank LLP (1978-2001). He received his J.D. from St. John's University Law School (1968), and his B.A. from Brooklyn College (1965). He received an honorary St. John's LL.D. (2002).

Mr. Pitt is an independent director of Paulson & Co.’s international hedge funds and a member of their Audit Committees; is a member of Millennium Capital’s Advisory Council. In 2017, he was appointed to the Advisory board of JBS USA Holdings, Inc.


Ilene Marquardt is lead counsel for Wells Fargo Advisors’ retail brokerage operations.  In this role, Ilene heads a team of thirty professionals who provide legal advice and counseling for all products, services and operations within the Wells Fargo Advisors Line of Business, including First Clearing and FInNet.  Ilene is a member of the WFA Operating Committee and serves on multiple other WFA business, legal, compliance and risk working groups and committees that support the WFA channel.

Before joining Wells Fargo in February 2019, Ilene spent more than 24 years at UBS (originally PaineWebber) where she held multiple roles including Head of Litigation and Regulatory for Wealth Management US, Interim General Counsel for Wealth Management US and Head of Regulatory for Region Americas.  Ilene is also an appointed member of the FINRA National Adjudicatory Council, and serves on SIFMA’s Compliance and Legal Executive Committee.  Before joining PaineWebber in 1994, Ilene was a litigation associate in NY at Morgan Lewis and Bockius.

Ilene has a B.A. from Northwestern University, and a J.D. from New York University School of Law.  She is a member of the New York and New Jersey bars.


Josh Levine is a Managing Director and Head of ICG Regulatory Investigations at Citigroup.  Working at Citigroup since 2006, Josh handles a broad range of regulatory and internal investigations, sweeps, enforcement and litigation proceedings, and other related inquiries conducted by federal and state regulatory authorities, criminal law enforcement authorities, and self-regulatory agencies.  Prior to Citigroup, Josh was an enforcement attorney in the SEC's New York Regional Office, with responsibility for planning and directing investigations and litigations involving all aspects of the securities markets. Prior to the SEC, Josh was a litigation associate at Davis Polk & Wardwell.  Josh received a J.D. from NYU School of Law in 1999, an M.A. in Political Science from Columbia University in 1995, and a B.A. in Government and History from Connecticut College in 1994.


Michael D. Mann established Richards Kibbe & Orbe LLP’s Washington, D.C. office in 1996. Mr. Mann’s legal practice focuses on international securities regulation and enforcement and the cross-border conduct of business. He provides strategic advice and counseling to clients engaged in business subject to regulation in the United States and throughout the world. He regularly represents public companies and their audit committees, officers and directors in connection with their compliance with U.S. regulatory requirements including the Dodd-Frank, Sarbanes-Oxley, and Foreign Corruption Practice Acts as well as U.S. Economic Sanctions. Examples of Mr. Mann’s recent representations include:

  • Representation of U.S. and foreign private issuers, Boards of Directors and their Audit and Governance Committees in connection with investigations involving allegations of violations of the U.S. securities laws including the Foreign Corrupt Practices Act;
  • Representation of senior officers of U.S. and foreign issuers and hedge funds in connection with SEC investigations and regulatory inquiries in matters involving securities trading, accounting and disclosure, the operation and establishment of internal controls under the Sarbanes-Oxley Act and the application of the Foreign Corrupt Practices Act; and
  • On-going advice to hedge funds and financial institutions in connection with the development of comprehensive compliance programs to address regulatory obligations imposed by U.S. and foreign securities laws and regulations

Prior to entering private practice, Mr. Mann served as an attorney at the U.S. Securities and Exchange Commission, including seven years as the first Director of the Office of International Affairs, and prior to that as Associate Director of the Division of Enforcement. Mr. Mann established the key formal and informal regulatory and enforcement relationships between the SEC and its foreign counterparts throughout the world. Mr. Mann also led the SEC’s development of new regulatory approaches to facilitate access to the U.S. securities markets through cross-border securities offerings.

Mr. Mann has been recognized since 2009 as a “Leading Individual” in the area of Securities Regulation and Litigation by Chambers USA: America's Leading Lawyers for Business.  Mr. Mann was also recognized in the area of Securities Law by The Best Lawyers in America®, which stated that he "is the kind of outside counsel most in-house lawyers seek: he is knowledgeable, responsive and provides his advice in a very calm and effective manner on a wide range of issues."  He is also is a Member of the Council on Foreign Relations, the Board of Advisors to the Securities and Exchange Commission Historical Society and a Member of the Federal Bar Association / Securities Law Committee Executive Council.


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 Y. Roberts is a principal at RR&G, a regulatory/legislative consulting firm that he co-founded about ten years ago.  Prior to that, he was a partner at Thelen, Reid and Priest in Washington, DC.  While working under a USAID contract from 1995 to 1997, Mr. Roberts assisted the Governments of Romania and Ukraine in the development of a securities market.  From 1990 to 1995, he was a Commissioner of the United States Securities and Exchange Commission.  Prior to his SEC tenure, he served as the chief of staff and the legislative director for United States Senator Richard Shelby.

Mr. Roberts is a graduate of Auburn University where he earned a Bachelor in Electrical Engineering.  He received his Juris Doctorate from the University of Alabama School of Law and his Master of Laws from the George Washington University Law Center.  He is a member of the Alabama Bar and of the District of Columbia Bar. He is a member of the Council of the College of Engineering of Auburn University, of the Editorial Board of the Municipal Finance Journal, and of the Board of Trustees of the Securities and Exchange Commission Historical Society.


Roberta S. Karmel is Centennial Professor of Law and Co-Director of the Dennis J. Block Center for the Study of International Business Law at Brooklyn Law School. She was engaged in the private practice of law in New York City for over thirty years. She was a Commissioner of the Securities and Exchange Commission from 1977-80, a public director of the New York Stock Exchange, Inc. from 1983-89, and a member of the National Adjudicatory Council of the NASDR from 1998-2001.

Professor Karmel is a member of the CFP Board and a Trustee of the Securities and Exchange Commission Historical Society. She is Chair Emerita of the Board of Trustees of the Practising Law Institute. She is a member of the the American Bar Association, the American Law Institute, the Economic Club of New York, the Financial Women’s Association, and a Fellow of the American Bar Foundation.

Professor Karmel is the author of over 90 articles in books and legal journals and wrote a regular column on securities regulation for the New York Law Journal from 1980-2016. Her book entitled Regulation by Prosecution: The Securities and Exchange Commission vs. Corporate America was published by Simon and Schuster in 1982. Her book Life at the Center: Reflections on Fifty Years of Securities Regulation was published by PLI in 2014.


William R. Baker, III is a partner in the Washington office of Latham & Watkins.  For almost three decades, first as a senior officer at the SEC, and then at Latham, Mr. Baker has worked on some of the most significant securities regulatory and corporate governance matters. Today, he represents financial institutions, corporations, auditing and other professional firms in SEC and other regulatory enforcement proceedings.  In addition, Mr. Baker conducts internal investigations on behalf of management and boards of directors. He regularly counsels clients on SEC reporting, disclosure, compliance and corporate governance requirements.

Prior to joining Latham, he served as Associate Director of the SEC’s Division of Enforcement where he was responsible for supervising all types of SEC enforcement activities, including investigations involving issuer accounting fraud and other disclosure violations, insider trading, market manipulation and broker-dealer and investment adviser misconduct. Mr. Baker led numerous high-profile investigations that resulted in several landmark enforcement actions, including the SEC's action against WorldCom Inc., involving one of the largest financial frauds in history. While at the Commission, he was a recipient of the SEC's Stanley Sporkin Award, awarded by the Chairman of the SEC in recognition of outstanding contributions to the Enforcement program, and of the Commission's Law and Policy Award.

Mr. Baker is consistently recognized as a leading securities lawyer by Chambers USA and The Legal 500 US and is listed as one of the Best Lawyers in Washington by Washingtonian magazine. In 2017, he was named to BTI Consulting Group’s “Client Service All-Star List,” which recognizes national leaders in superior client service identified directly by corporate counsel and executives. He is the co-author of "Corporate Internal Investigations after Sarbanes-Oxley" published in Volume II of The Practitioner's Guide to the Sarbanes-Oxley Act (American Bar Association 2005) and is a contributor to Securities Law Techniques (Matthew Bender). He was named to the Securities Docket 2017 "Enforcement 40" list, which lists the forty leading securities enforcement defense attorneys.

Mr. Baker is a Trustee of the SEC Historical Society.  Previously, he was an adjunct professor at George Washington University Law School, where he taught Securities Regulation. He is a frequent author, speaker and panelist on securities law issues at programs organized by a wide variety of groups, including the American Bar Association, the District of Columbia Bar Association, the Association of the Bar of the City of New York, SIFMA, the Justice Department's National Advocacy Center, the Practicing Law Institute, Georgetown University Law Center and Stanford Law School. 


David Harms advises clients on securities and corporate law matters, including capital markets transactions, SEC requirements, corporate governance and broker-dealer regulation.  He is a partner in the New York office of Sullivan & Cromwell, LLP.


George S. Canellos is a partner in the law firm of Milbank Tweed Hadley & McCloy 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.