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Global Capital Markets & the U.S. Securities Laws 2012: Raising Capital in an Evolving Regulatory Environment


Speaker(s): Anna T. Pinedo, Antonia E. Stolper, Barbara A. Stettner, Claudia Crowley, David M. Lynn, Hon. Roel C. Campos, Keir D. Gumbs, Kelly Gorman, Linda Chatman Thomsen, Lizeth Tijssen, Matthew A. Chambers, Michael D. Mann, Nicolas Grabar, Paul M. Dudek, Paul R. Berger, Richard Grant, Stephen L. Brown, Thomas W. Yang, Wayne E. Carnall
Recorded on: Apr. 25, 2012
PLI Program #: 34374

Kelly Gorman is a Deputy Director in the Corporate Finance Branch of the Ontario Securities Commission. She manages a staff group that reviews offering documents, continuous disclosure filings, applications for discretionary relief and insider reporting.

Recently, her main area of focus has been project lead for the  implementation of International Financial Reporting Standards in Corporate Finance. Prior to joining the Commission, she worked at the Office of the Superintendent of Financial Institutions, and most recently was the Director of Shareholder Reporting for a large public company in Canada. Kelly completed her Chartered Accountant designation with Ernst & Young in 1992.


Claudia Crowley is Chief Executive Officer of NYSE Regulation and Chief Regulatory Officer of the New York Stock Exchange LLC, NYSE Amex LLC, and NYSE Arca, Inc. exchanges.

In this role, Ms. Crowley is responsible for overseeing listed company compliance, regulation related rule development, rule interpretations, regulatory policy and StockWatch. She is also responsible for managing NYSE Regulation's relationship with the Financial Industry Regulatory Authority (FINRA) and the Securities and Exchange Commission on regulatory matters. In addition, Ms. Crowley serves on the board of the NYSE Euronext Foundation.

Ms. Crowley joined NYSE Regulation in October 2008 as Senior Vice President and became Chief of Staff of NYSE Regulation in January 2009.

Prior to joining NYSE Regulation, Ms. Crowley was Senior Vice President and Chief Regulatory Officer at the American Stock Exchange responsible for all aspects of the exchange's regulatory program. She joined the American Stock Exchange in 1983 as an enforcement attorney and assumed positions of increasing responsibility during her tenure.

Ms. Crowley received a bachelor's degree from the University of Rochester and a JD from the Boston University School of Law. She is a member of the bar in New York.


Lizeth Tijssen is a seconded national expert in the field of corporate governance at DG Internal Market and Services of the European Commission from September 2008. She has recently worked on the Green Paper on the Corporate Governance Framework and the Green Paper on Corporate Governance in Financial Institutions. She is seconded by the Dutch Ministry of Finance.

She was formerly a senior policy advisor at the Financial Markets Directorate of the Dutch Ministry of Finance, which she joined in 2005. There she was responsible for corporate governance policy and legislation. In particular she worked on takeover bid legislation and shareholder rights issues. She has also coordinated work on European financial services files.

In 2007 Lizeth Tijssen also held a part-time position as academic staff member at the European Law Division of Antwerp University.

Lizeth Tijssen holds cum laude master`s degrees in Commercial Law and Constitutional and Administrative Law from Leiden University and studied European Law at Panthéon-Assas University in Paris. She speaks Dutch, English, French, German and basic Spanish.


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.


Antonia Stolper is the Latin America Regional Managing Partner and a member of Shearman & Sterling’s Capital Markets-Americas practice group. Ms. Stolper’s practice focuses primarily on corporate finance transactions in emerging markets. Her practice focuses on debt and equity securities offerings for Latin American corporate and sovereign issuers, representing both underwriters and issuers, and on restructuring transactions in Latin America, representing issuers, dealer managers and creditors. In addition, she advises a number of Latin American issuers on their ongoing SEC reporting requirements and corporate governance matters. Ms. Stolper also advises the Climate Bonds Initiative pro bono on establishing standards for financing the transition to a low carbon economy. Ms. Stolper is also Vice- Chair of the Cyrus R. Vance Center of the New York City Bar Association, promoting pro bono work by private lawyers in Latin America and working with lawyers throughout the region on promoting the status of women in the legal profession. Recent transactions include debt offerings for AES Gener, Intercorp Peru Ltd., COFIDE, Republic of Peru and Province of Buenos Aires and equity IPOs for Elementia and FIBRA Prologis.

Ms. Stolper is currently ranked Band 1 in Latin America-wide Capital Markets Chambers Latin America and Band 1 in Latin American Investment in Chambers Global. She was named one of the National Law Journal’s Outstanding Women Lawyers in 2015 and selected by Latinvex in 2015 as among Latin America’s top 50 female lawyers.


Barbara Stettner is a member of A&O’s global Financial Services Regulatory practice and managing partner of the Washington, DC office. She represents banks, asset managers, broker-dealers, and other financial institutions on regulatory obligations in domestic and cross-border matters involving securities distributions and fundraising activities, including through crowdfunding platforms and over the blockchain, Fintech and virtual currency/ICO trading, lending and advisory platforms, and other regulatory matters under the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, and the Bank Secrecy Act. Previously, Barbara was at the SEC’s Division of Trading and Markets, as Special Counsel in Office of the Chief Counsel, Attorney-Advisor in the Office of Risk Management, and Senior Counsel in the Office of International Affairs. According to Chambers USA, Barbara receives accolades for the reasoned regulatory compliance advice she provides to her clients: “she is a ‘real out-of-the-box thinker’ and is ‘one of the best to get in that area to answer your questions.’”


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.


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”


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).


Matthew A. Chambers
Partner

Matthew Chambers' practice focuses on investment management matters. His clients include registered investment companies and investment advisers and private and offshore funds. Before joining private practice, Mr. Chambers served as Associate Director (Regulation) in the US Securities and Exchange Commission's Division of Investment Management. He joined the firm in 1999.

Until 1995, Mr. Chambers served as Associate Director (Regulation) in the US Securities and Exchange Commission's Division of Investment Management. In this capacity, he supervised three offices: the Office of Investment Company Regulation, which is responsible for the review of exemptive applications filed by investment advisers and investment companies; the Office of Regulatory Policy, which writes rules regarding the substantive regulation of investment companies; and the Office of Public Utility Regulation, which administers the Public Utility Holding Company Act of 1935. Mr. Chambers also directed the Division's task force that reexamined investment company regulation and drafted the 1992 report, Protecting Investors: A Half Century of Investment Company Regulation, which set the agenda for mutual fund regulation for several years.

From 1995 to 1999, Mr. Chambers was with Debevoise & Plimpton, where he concentrated on mutual fund, private fund and investment adviser matters.

Honors & Awards

  • Selected by his peers for inclusion in The Best Lawyers in America 2008,2009, 2010 in the area of securities law, and 2011, 2012, 2013 and 2014 in the areas of securities law and mutual funds law
  • Selected as a 2007 Washington, DC Super Lawyer for his outstanding work in securities and corporate finance
  • Recipient of both the SEC Distinguished Service Award and the SEC Supervisory Excellence Award

Practice Area

  • Securities
    • Alternative Investment
    • Futures and Derivatives
    • Investment Management

Education

JD, University of Michigan Law School, 1982, Order of the Coif

BA, Duke University, 1979, Phi Beta Kappa

Bar Admissions

District of Columbia


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.


Nicolas Grabar’s practice focuses on international capital markets and securities regulation and on the representation of large reporting companies. He plays a primary role in the firm’s work for public company clients, including leading Mexican and Brazilian businesses, sovereigns, and global investment banks, on their biggest and most complex capital markets and financing matters.

Nick is known for creating durable relationships with his clients—including representing the Mexican government for more than 30 years—and is regarded as one of the premier authorities on SEC disclosure and securities reporting matters.

He has extensive experience in international financings in public and private markets, in U.S. securities law and regulations applicable to foreign issuers, and in the regulation of financial reporting. Nick also has experience in the telecommunications and natural resources sectors, and has advised on acquisitions, joint ventures, privatizations, and debt restructuring.

Nick repeatedly has been recognized for his work on behalf of clients, including by The American Lawyer, Chambers Global, Chambers Latin America, Chambers USA, The Legal 500 Latin America, and IFLR1000, among others. In 2016, Latin Lawyer named Nick its “International Lawyer of the Year,” describing him as “an elite dealmaker with a reputation for assisting on novel financing structures that set precedents for others to follow.”

Nick joined the firm in 1984 and became a partner in 1991. From 1985 to 1989, he was resident in the Paris office.

Nick received a J.D., cum laude, from Harvard Law School and a B.A., magna cum laude, from Harvard College.

 


Paul Dudek is counsel in the Washington, D.C. office of Latham & Watkins. Mr. Dudek joins Latham after 23 years as Chief of the Office of International Corporate Finance in the US Securities Exchange Commission’s (SEC) Division of Corporation Finance.

Mr. Dudek’s practice covers all aspects of cross-border capital market transactions involving non-US companies and sovereigns, as well as related regulatory matters.

In his previous role, Mr. Dudek oversaw the Office’s efforts to develop and implement rulemaking initiatives and interpretive policies pertaining to US public and private offerings, listings and other transactions and periodic reporting by foreign private issuers in the US and multinational offerings by foreign and domestic issuers, especially with respect to Regulation S, Rule 144A, Form 20-F and Securities Act and Exchange Act filings by foreign private issuers, the Multijurisdictional Disclosure System (MJDS), American depositary receipts (ADRs) and International Financial Reporting Standards (IFRS).

Mr. Dudek has deep and rich experience in SEC registrations. During his tenure as Office Chief, more than 2,000 foreign private issuers completed their initial registrations with the SEC, including through traditional global or US-only IPOs, privatizations, spin-offs, straight listings and M&A transactions, and many sovereign issuers completed their initial US registered debt offerings. Similarly in that time, numerous foreign corporate and governmental issuers effected a wide range of follow-on capital markets transactions in SEC registered offerings.

Among his recent efforts, Mr. Dudek led various initiatives relating to IFRS, and he helped implement rulewriting and other projects under the Dodd-Frank Act of 2010 and the JOBS Act of 2012, including projects relating to cross-border derivatives transactions, the extra-territorial application of the anti-fraud provisions of the federal securities laws, and amendments to Rule 144A.

Mr. Dudek also served as the Commission’s representative to the Corporate Governance Committee of the Organization for Economic Co-operation and Development (OECD). He completed significant work relating to international organizations, including the International Organization of Securities Commissions (IOSCO) and the Financial Stability Board.

Prior to joining the SEC, Mr. Dudek was in private practice in New York, where he advised a range of foreign and US companies and financial intermediaries on capital markets transactions.

Mr. Dudek was an adjunct professor at Georgetown University Law Center.


PricewaterhouseCoopers:

Wayne re-joined the Firm in 2011 as a partner in the National Professional Services Group and supports US and International clients in addressing complex accounting and reporting matters including those that are unique to the SEC regulatory requirements. He is a member of the Firm’s SEC Leadership Team. Wayne was named to the 2013 Global Accounting Power 50 by the International Accounting Bulletin. He is a member of the Board of Directors of the Association of SEC Alumni and the Advisory Board of PLI’s

SEC Institute.

From 1997 to 2007, Wayne was a Partner in the National Professional Services Group where he assisted clients and engagement teams in addressing US GAAP, PCAOB standards and SEC reporting issues primarily for non-US companies. He was also responsible for publishing the Firm’s policy and procedures on matters relating to US GAAP, PCAOB standards and SEC reporting matters relating to non-US companies, and developing training for partners and staff outside of the US. Wayne was a member of the following groups: AICPA International Practices Task Force; PwC Global International Financial Reporting Standards Board; PwC Global 404 Steering Committee. He has worked on many Fortune Global 500 companies.

From 1981 to 1991 Wayne held various positions including senior manager and worked on public and non-public companies in various industries.

US Securities and Exchange Commission – Division of Corporation Finance:

From 2007 to 2011, Wayne was Chief Accountant of the Division of Corporation Finance where he was responsible, in conjunction with other senior officers, for planning and developing polices programs, procedures, and training relating to the financial reporting matters with respect to the work of the Division. He rendered decisions on financial reporting matters relating to the public companies that file with the SEC. He collaborated with the Chief Accountant of the Commission, the Division of Enforcement, and other Divisions and Offices on unique issues and policy matters; worked with other government officials in addressing financial reporting matters. He was responsible for guidance published by the Division on financial reporting matters including the Financial Reporting Manual, guidance for smaller issuers and banks, Compliance and Disclosure Interpretations relating to financial reporting matters, etc. Wayne jointly authorized the issuance of Staff Accounting Bulletins and assisted in drafting a number of Commission rules on a variety of subjects. He worked with the FASB, EITF, PCAOB and IASB in addressing issues of mutual interest. He also served as an observer to the PCAOB’s Standing Advisory Group.

From 1991 t0 1997, Wayne held various positions including Associate Director, Deputy Chief Accountant, Associate Chief Accountant and Staff Accountant.

Publications:

Wayne has published articles in several professional magazines on SEC reporting matters and other accounting/auditing matters including: Accountancy in the UK, Contaduria Publica in Mexico; Der Schweizer Treuhander in Switzerland and The CPA Journal. He is a former member of the Editorial Advisory and Review Board for Accounting Horizons.

Education:

Wayne is a graduate of Alfred University and is a Certified Public Accountant in several states.


Roel Campos is a senior counsel in Hughes Hubbard & Reed LLP’s Washington, D.C. office and is Chair of the Securities Enforcement practice.  Roel’s practice consists of advising and defending corporate officers and boards of directors with respect to SEC enforcement, FCPA and internal investigations, criminal prosecutions, securities and internal regulation and corporate governance.

Beginning in 2002, Roel was appointed twice by President George W. Bush and confirmed by the U.S. Senate as a Commissioner of the Securities and Exchange Commission (SEC), and served until 2007.  Earlier in his career, he served as an Assistant U.S. Attorney in Los Angeles.  Roel has also been an entrepreneur, and, with partners, raised capital from major investors and operated a successful broadcasting company.  Roel currently serves on the corporate boards for public and private companies, and he is a recognized expert in financial regulation.

Roel received his B.S. from the U.S. Air Force Academy, his MBA from UCLA, and J.D. from Harvard Law School.


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. 


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.


Paul Berger is a litigation partner at Debevoise & Plimpton LLP, in Washington, D.C., where he focuses his practice on securities litigation, enforcement and white collar criminal defense matters.  Mr. Berger is recognized as a leading lawyer by Legal500 US (2008) and Chambers USA (2008), with the latter praising him for his "encyclopedic knowledge of FCPA regulations and experience with anti-bribery laws."  Prior to joining Debevoise, Mr. Berger was an Associate Director of the Securities and Exchange Commission's Division of Enforcement.  At the SEC, Mr. Berger oversaw Commission investigations and enforcement proceedings on both specific enforcement cases and on enforcement initiatives and policies.  He helped establish and chaired the Commission's Financial Fraud Task Force and played a leading role in the Commission's focus on Foreign Corrupt Practice Act enforcement.  Mr. Berger received the SEC's prestigious Stanley Sporkin Award in 1999, given in recognition of outstanding contributions to the Division of Enforcement.