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Directors' Institute on Corporate Governance 2012 (Tenth Annual)


Speaker(s): Ann L. Yerger, Breon S. Peace, Charles M. Elson, Charles Nathan, Daniel J. Ryterband, Donna Dabney, Francis H. Byrd, Gregory S. Bruch, Holly J. Gregory, Ira M. Millstein, Jeffrey D. Karpf, John W. White, Joseph B. Ucuzoglu, Leslie M. Turner, Linda Chatman Thomsen, Linda E. Rappaport, Margaret M. Foran, Martha L. Carter, Meredith B. Cross, Michael R. Young, Michele J. Hooper, Paul F. Washington, Robert E. Lewis, Robert S Khuzami, Shelley J. Dropkin, Stephen L. Brown, Timothy Smith, William H. Gray III
Recorded on: Sep. 12, 2012
PLI Program #: 34913

Robert Edward Lewis is an expert in enterprise risk management (ERM) for complex financial institutions. His experience spans all areas of ERM, including credit, market, insurance, operational and liquidity risk. He has been a leader in all aspects of risk management, including risk governance, risk policy, business decision-making, risk framework design, implementation, maintenance and financial controls remediation. He has held leadership positions in both banking and insurance. 

Currently Mr. Lewis consults boards of directors and executive management on practical means of effective oversight of risk management in complex organizations. He is a partner at CLK2 Strategic Partners LLC, a firm dedicated to assisting clients in enhancing growth and value in their businesses. He also serves as Chair of the Board of Trustees of Landmark College, the leader for creating successful learning strategies for students with learning disabilities, ADHD and ASD.

Mr. Lewis was a member of the senior management team at American International Group, Inc. from 1993 through 2011. He served as AIG's first Chief Credit Officer and from 2004 as its Chief Risk Officer.  As Chief Risk Officer, Mr. Lewis was asked to assume leadership of the company's internal control remediation program and, throughout the financial crisis, worked with the Federal Reserve Bank of New York and the U. S. Treasury in mitigating the systemic and idiosyncratic risk factors at AIG, culminating in an agreement on AIG's repayment of the support provided during the crisis.

Prior to AIG Mr. Lewis held executive positions in both marketing and risk management for over 17 years at ING Bank North America and at JPMorgan Chase. 

Mr. Lewis received a BA from Davidson College and an MA from Duke University, both in Germanic Languages and Literature


William Gray is currently Chairman of Gray Global Strategies, Inc., a business advisory firm. He served as Chairman of The Amani Group from August 2004 to September 2009. From September 1991 to June 2004, he was President and CEO of The United Negro College Fund, where he led the organization to unprecedented fundraising success. UNCF, one of the largest educational charities in the U.S., provides financial assistance to minority students to attend college and supports private historically black colleges and universities.
 
He represented the Second District of Pennsylvania as a Congressman from 1979 to 1991 and was elected by his colleagues to a number of prestigious leadership positions. Mr. Gray was elected as Chair of the Budget Committee of the House of Representatives in 1985 and 1988 he was also elected as the Chairman of the Democratic Caucus. He was elected as the Majority Whip of the House of Representatives in June 1988. Thus, he was the first African American to chair a finance committee, the first to head the majority caucus, and the first to achieve the number three position in the leadership of the U.S. House of Representatives. President Bill Clinton appointed him as the Special Advisor on Haiti to the President and to the Secretary of State in 1995. 
 
For 45 years, Mr. Gray was an active Baptist minister. He first served at the Union Baptist in Montclair, New Jersey and then at the Bright Hope Baptist Church in Philadelphia, Pennsylvania. He retired in 2007 after 35 years as pastor of the Bright Hope Baptist Church.
 
Mr. Gray received his Bachelor's degree from Franklin & Marshall College. He earned a Master's degree in divinity from Drew Theological Seminary and another Master's in theology from Princeton Theological Seminary in 1970. He has served as a faculty member and professor of history and religion at five universities and colleges.
 
Mr. Gray currently serves on the board of directors of a number of companies including Dell Inc., JPMorgan Chase, Pfizer and Prudential Financial. He has been honored with nearly 80 honorary degrees from America's most prestigious universities for his public service.


Leslie Turner is a senior legal leader with 25+ years of experience-providing strategic counsel, risk management and policy advice to:  senior level business executives of Fortune 100/500 companies; and senior level government leaders in the U.S. and Pacific Rim territories on matters before the U.S. Congress and executive branch agencies. Adept at aligning legal strategy with business goals and building collaborative business-focused legal teams.


EXPERIENCE

Senior Vice President, General Counsel and Secretary, The Hershey Company: July 2012-present

  • Report to the President and CEO of The Hershey Company and serve as a member of the Company's Global Leadership Team.
  • Lead and steward Hershey's legal, government relations, corporate security and corporate secretary functions.
     

Chief Legal Officer, Coca-Cola North America (CCNA):  Oct. 2008-June 2012

  • Championed CCNA's consistent focus on the protection of the Company's brands, reputation, resources and its people by promoting the use of good governance in all Company-related decision-making.
  • Drove and supported CCNA's strategic direction and business growth initiatives through the provision of strategic advice, risk management and counsel to the CCNA President/executive business leadership and cross-functional teams.
  • Drove and encouraged targeted growth within the CCNA Legal Function to increase capability and build a diverse talent pipeline for succession.

Associate General Counsel, Bottling Investments Group (BIG), The Coca-Cola Company: Jan. 2006-Oct. 2008

  • Provided strategic advice and counsel to the BIG President and leadership team on a variety of legal, business and policy matters involving the Company owned and/or managed bottlers. 
  • As first Associate General Counsel for BIG, led and supported the development of a globally-based, cohesive BIG legal team, focused on driving business results through good governance and the identification/prevention and/or mitigation of high risk situations.
  • Expanded the availability of services and resources available to the BIG business by leveraging and encouraging collaborative work processes and information exchanges between bottler lawyers, the corporate legal team and other Company functions.  

Associate, Of Counsel and Partner:  Akin, Gump, Strauss, Hauer & Feld, LLP
(Washington, D.C. Office)    Oct. 1986--Dec. 1992; Jan. 1996--Jan. 2006

  • Provided legal advice and counsel to a Fortune 100/500 client base in a variety of practice areas, including the Foreign Corrupt Practices Act, the Export Control Act, RICO, commercial and contract law, the privatization of urban transportation systems, employment law, antitrust and lender liability. 
  • Provided strategic planning and advocacy in matters before the U.S. Congress and executive branch agencies. Significant experience in internal investigations, white collar defense work, motions practice and trial work. 
  • Supervised work assignments and developed the capability of associates and legal support staff.   Expanded and encouraged participation in pro bono and community service through tenure as supervising partner of the Firm's Washington, D.C. Office Pro Bono Program.

Counselor to the Secretary of the Interior and Director, Office of Intergovernmental Affairs (Appointed by Secretary Bruce Babbitt)
U.S. Dept. of the Interior  Oct. 1995- Jan. 1996   

  • Provided strategic advice on policy, political and legal initiatives concerning urban environmental land use, National Park Service policies and environmental issues in the U.S. Territories.  Served as the Executive Branch's Designated Representative for Hawaiian Home Land and indigenous rights issues. 
  • Led and developed the formulation of policy options for Departmental officials on intergovernmental initiatives crossing agency lines. Fostered a cooperative relationship between the Interior Dept., federal, state and local governments, NGOs and other organizations.

Assistant Secretary, Office of Territorial and International Affairs (Appointed by President Clinton and confirmed by the U.S. Senate)
U.S. Dept. of the Interior  Jan 1993 - Oct. 1995

  • Led the Office of Territorial and International Affairs (OTIA). Developed and managed federal policies, programs, indigenous rights issues and U.S. relations with such territories and federated states as American Samoa, the Commonwealth of the Northern Marianas, the U.S. Virgin Islands, Micronesia and Palau. 
  • Represented the Administration in hearings and all other insular-related matters before the U.S. Congress and local insular government and business gatherings.
  • Successfully reduced costs and improved service delivery to the insular areas by reorganizing the Department's operational structure and management of territorial and international affairs. Managed performance and budget execution for ~ $350 million in insular federal funding


EDUCATION

  • Master of Laws in Law and Government, American University, Washington College of Laws (2003)
  • Juris Doctorate, Georgetown University Law Center (1985)
  • Bachelor of Science, New York University (1980)


BAR MEMBERSHIP

  • District of Columbia
  • New York


PROFESSIONAL ACTIVITIES/COMMUNITY SERVICE

  • Board of Visitors, Georgetown University Law Center
  • Trustee, Washington Lawyers' Committee for Civil Rights and Urban Affairs
  • Speaker/presenter (e.g., Using and Defending Against Expert Witnesses (D.C. Bar Assoc.); Georgia State University, College of Law  Commencement and Hooding Ceremony; National Association of Women Lawyers, Sixth General Counsel Institute).


AWARD RECIPIENT

  • Wiley A. Branton Award  (2008) 
  • Heman Marion Sweatt Award (2009)


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.


Charles M. Elson is the Edgar S. Woolard, Jr., Chair in Corporate Governance and the Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware.  He is also “Consultant” to the law firm of Holland & Knight.  

He formerly served as a Professor of Law at Stetson University College of Law in St. Petersburg, Florida from 1990 until 2001.  His fields of expertise include corporations, securities regulation and corporate governance.  He is a graduate of Harvard College and the University of Virginia Law School, and has served as a law clerk to Judges J. Harvie Wilkinson III and Elbert P. Tuttle of the United States Court of Appeals for the Fourth and Eleventh Circuits.  He has been a Visiting Professor at the University of Illinois College Of Law, the Cornell Law School, and the University Of Maryland School of Law, and was a Herbert Smith Freehills Fellow at Cambridge University in England, a Salvatori Fellow at the Heritage Foundation in Washington, D.C. and is a member of the American Law Institute.  

Professor Elson has written extensively on the subject of boards of directors.  He is a frequent contributor on corporate governance issues to various scholarly and popular publications. He served on the National Association of Corporate Directors' Commissions on Director Compensation, Director Professionalism, CEO Succession, Audit Committees, Strategic Planning, Director Evaluation, Risk Governance, Effective Lead Director, Board Diversity, Talent Development and Strategy Development and was a member of its Best Practices Council on Coping With Fraud and Other Illegal Activity. He served as well on that organization’s Advisory Council.  He is Vice Chairman of the ABA Business Law Section’s Committee on Corporate Governance and was a member of its Committee on Corporate Laws.  He is also a member of the Standing Advisory Group of the Public Company Accounting Oversight Board. 

Additionally, Professor Elson served as an adviser and consultant to Towers Perrin, the international human resource management consultants, and as a director of Circon Corporation, a medical products maker, Sunbeam Corporation, the consumer products manufacturer, Nuevo Energy Company, an independent oil and natural gas producer, the Investor Responsibility Research Center, a non-profit corporate governance research organization, Alderwoods Group, an international death care services provider, AutoZone, Inc., the national automobile parts retailer  and Bob Evans Farms Inc., a food products company. 

He is presently a member of the Board of Directors of Encompass Health Corporation, a healthcare services provider. He has served as trustee of the Big Apple Circus, the American Museum of Finance, Talledega College, the Tampa Museum of Art, the Tampa Bay Performing Arts Center, the Delaware Museum of Natural History, the Delaware Art Museum, and the Museum of American Finance.  He is presently a trustee of the Hagley Museum and Library, the Tower Hill School, and the Brandywine Conservancy & Museum of Art. He has been included in the list of the "100 most influential players in corporate governance" of Directorship, the "100 most influential people in finance" of Treasury & Risk Management, the list of top 10 governance “stars” of Global Proxy Watch, and Ethisphere’s 100 Most Influential People in Business Ethics in 2014. 


Daniel J. Ryterband is Chief Executive Officer of Frederic W. Cook & Co., where he consults to organizations on all aspects of executive compensation strategy and design, including tax, accounting, and securities law implications, as well as matters of corporate governance.  

Dan has 26 years of consulting experience and his clients include U.S. and overseas multinationals in a variety of industries, as well as smaller start-up organizations.  Representative clients include Automatic Data Processing, Ameriprise Financial, Best Buy, Campbell Soup, Citigroup, Clorox, Colgate-Palmolive, Danaher, GE, IBM, Macy’s, Merck, MillerCoors, Office Depot, PepsiCo, Sprint, Thomson Reuters, and Travelers.  Dan also works with smaller companies and private equity financed companies in a variety of industries.  Dan has extensive experience in working with Board Compensation Committees and generally attends or participates in over 100 Committee and/or Board meetings annually. 

He is a frequent writer and speaker on emerging issues in the field.  He has spoken at numerous conferences including those held by the Conference Board, the Harvard Business School, the National Association of Stock Plan Professionals, the American Society of Corporate Secretaries, the American Bar Association, the Practicing Law Institute, Northwestern University’s Kellogg School, WorldatWork, the Association of Executive Search Consultants, Financial Executives International, and other related trade and educational organizations.

Dan has been a guest speaker in the graduate programs at the Harvard Business School, the Leonard N. Stern School of Business at New York University, and Fordham Law School.  He is also a past member of the teaching faculty at WorldatWork, in which he taught courses on executive compensation to industry professionals.  Dan has also been a presenter at the Conference Board’s Directors’ Institute, which provides intensive interactive educational sessions for corporate directors on executive compensation and other governance issues, as well as other Conference Board educational programs. Most recently, Dan served as an advisor to the Conference Board’s Task Force on Executive Compensation.  He also served as a special advisor to the New York Stock Exchange in shaping the shareholder approval rules applicable to equity compensation plans.  He also served as a Commissioner on the National Association of Corporate Directors’ Blue Ribbon Panel on the role of the Compensation Committee.  

He is a graduate of Rutgers University (BS, environmental business economics) and New York University’s Leonard N. Stern School of Business (MBA, finance and management).   He is also a certified employee benefit specialist (CEBS) and a Certified Executive Compensation Professional (CECP).

Consulting Services

• Compensation Committee Advisor
• Total Compensation Reviews
• Strategic Incentives
• Specific Plan Reviews
• Competitive Comparisons
• Ownership Programs
• Director Compensation
• Executive Recruitment/Retention
• Severance Packages
• Equity Incentives
• Regulatory Services
• Private Companies/Pre-IPO
• Restructurings
• Shareowner Voting Issues
• Corporate Governance


Donna Dabney joined The Conference Board as executive director of the Governance Center, in August 2012. In her current position, Donna leads the efforts of The Conference Board in the area of corporate governance.

Prior to joining The Conference Board, Dabney was vice president, corporate secretary, and corporate governance counsel of Alcoa Inc.

Dabney has extensive experience in corporate governance matters, having served as a member of management for over 15 years on the boards of Alcoa and Reynolds Metals Company. She is a recognized expert on governance issues related to executive compensation. At Reynolds she was a member of the senior management team with oversight responsibility for the global operations of the company and served as chief mergers and acquisitions counsel and secretary to the board of directors. When Alcoa acquired Reynolds in 2000, she joined Alcoa as its secretary, assistant general counsel, and group counsel of the Consumer, Packaging, Distribution, and Construction Group, where she was part of a three-member team with oversight management responsibility for this business. As part of her work with the Alcoa board of directors, Donna has gained substantial experience with sustainable development in the Amazon region of Brazil.

Before joining Reynolds, she practiced law with the Richmond, Virginia, firm of McGuireWoods LLP and served on the faculty of Old Dominion University. She is a 1980 graduate of the University of Virginia School of Law and a member of the Order of the Coif legal honorary society.

Dabney is a member of the New York advisory board of the Society of Corporate Secretaries and Governance Professionals and a member of the faculty of the Citadel Directors Institute and of the Practicing Law Institute. She is also a former member of the Stockholder Relations Society of New York.


Francis Byrd is a member of the TIAA-CREF Corporate Governance Team where he is involved in the development, management and execution of environmental, social and governance (ESG) policies related to TIAA-CREF’s global active ownership activities. Those activities include advising TIAA-CREF’s management and trustees in the development and implementation of proxy voting policies relating to ESG issues; the review of domestic and international regulatory developments and best practices relating to corporate governance. As well as the interpretation of the TIAA-CREF Policy Statement on Corporate Governance in the voting of domestic and international proxies.

He has 20 years of experience in the corporate governance field with a thorough understanding of governance from the perspective of investors, corporate boards and CEOs.

Francis has been twice recognized as a thought-leader in the field of corporategovernance, by NACD Directorship which listed him among the 2014 Directorship 100. In 2010, Directorship listed him as one of thirty “People To Watch” – “a list of movers and shakers who merit serious attention as potential boardroom influentials.” (http://www.directorship.com/directorship-100-2010/14/) A persuasive and articulate communicator, Francis is considered an authoritative voice on governance-related issues having appeared on Fox Business, is frequently quoted by Agenda, Corporate Secretary Magazine, ISS Governance Weekly, NACD Directorship, Investor Relations Magazine, Reuters and The Wall Street Journal (CFO Journal); and, contributes articles to the Harvard Law School Forum on Corporate Governance and Financial Regulation, Practical Law Journal (magazine/website), Thomson Reuters' Accelus and Business Law Currents (magazine/website), the Directorship blog and in Directors and Boards magazine.

Francis, an expert consultant in the field of shareholder communications, lead the Governance Risk Advisory practices at Laurel Hill Advisory and The Altman Group, Francis provided strategic advice on corporate governance risk and shareholder engagement to boards of directors and senior executive management of corporate issuers.

While with the two proxy solicitation firms, Francis developed and served as chief commentator and editor for two bi-weekly electronic newsletters. The Altman Group's “Governance & Proxy Review” (G&PR) and Laurel Hill’s "BYRD*Watch" (BW). The newsletters had a global audience of corporate executives and professionals in the fields of governance, finance and law. Each focused on issues of interest to the corporate governance community and members of the bar whose practices include corporate governance and M&A.

Prior to serving as a consultant, Francis was Vice President/Corporate Governance Specialist at Moody’s Investors’ Service. During his tenure at Moody’s, Francis authored over 90 published corporate governance assessments and sector commentaries; and evaluated the governance attributes and practices of Fortune 1000 companies, with a focus on the relationship between governance, risk and credit. 

Francis was a member of the Pension Policy Unit of the NYC Comptroller’s Office, where he developed the governance focus list and managed shareowner engagement for the $100 billion New York City retirement systems and pension funds, global leaders in the field of institutional investor activism. 

Francis has established strong working relationships with leaders among institutional investors (mutual, public pension and labor funds) as well as proxy advisory firms, securities lawyers, jurists, corporate directors, academics and commentators in the corporate governance community.


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

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

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


HOLLY J. GREGORY, co-chair of Sidley Austin’s Global Corporate Governance & Executive Compensation Practice, counsels clients on the full range of governance issues, including fiduciary duties, risk oversight, conflicts of interest, board and committee structure, board leadership structures, special committee investigations, board audits and self-evaluation processes, shareholder activism and initiatives, proxy contests, relationships with shareholders and proxy advisory firms, compliance with legislative, regulatory and listing rule requirements, and governance “best practice.”

Ms. Gregory played a key role in drafting the OECD Principles of Corporate Governance and has advised the Internal Market Directorate of the European Commission on corporate governance regulation, and the joint OECD/World Bank Global Corporate Governance Forum on governance policy for developing and emerging markets. She also drafted the National Association of Corporate Directors (NACD) Key Agreed Principles of Corporate Governance.

In addition to her legal practice and policy efforts, she has lectured extensively on governance topics, including at events in Europe and Asia sponsored by the U.S. State Department, International Corporate Governance Network (ICGN), The Conference Board, the NACD, Association of Corporate Counsel, Society of Corporate Secretaries & Governance Professionals, and Institutional Shareholder Services (ISS). The author of numerous articles on governance topics, she writes the governance column for Practical Law: The Journal.

Ms. Gregory began a three year term as Chair of the American Bar Association (ABA) Business Law Section’s Corporate Governance Committee in September 2014.  She is founding co-chair of that Committee’s Subcommittee on International Corporate Governance Developments and serves as co-chair of the ABA Delaware Business Law Forum. She recently completed a six-year term on the ABA Corporate Laws Committee, where she co-chaired the task force that issued the 6th edition of the ABA Corporate Directors Guidebook (April 2011).  She also chaired the ABA task force that delivered the Report on the Delineation of Governance Roles & Responsibilities to Congress and the SEC in August 2009.  Ms. Gregory is a Founding Trustee and Fellow of The American College of Governance Counsel.  She has served as an Adjunct Professor at Columbia Business School and as a member of multiple NACD Blue Ribbon Commissions. 

Ms. Gregory clerked for the Honorable Roger J. Miner, United States Court of Appeals for the Second Circuit. A summa cum laud graduate of New York Law School and Executive Editor of its Law Review, Ms. Gregory served on the Board of Trustees of New York Law School from 2009 through 2011.

Ms. Gregory is widely recognized for her work, including as: among the “100 Most Influential Players in Corporate Governance” (the NACD/Directorship 100), Directorship Magazine, 2015 and all prior years; the “Best in Corporate Governance” at Euromoney Legal Media Group’s inaugural Americas Women in Business Law Awards 2012; the leading practitioner in corporate governance law in the Guide to the World’s Leading Women in Business Law (July 2010); one of “the best and brightest minds in the legal profession” in Ethisphere’s 2015 Attorneys Who Matter; and a “Leading Practitioner in Corporate Governance” in the International Who’s Who of Corporate Governance Lawyers, 2015 and prior years.


Ira M. Millstein is a senior partner at the international law firm Weil, Gotshal & Manges LLP, where he practices in the areas of government regulation and antitrust law and counsels boards on issues of corporate governance. In addition to his active legal practice, Mr. Millstein is an adjunct professor and Chair of The Millstein Center for Global Markets and Corporate Ownership at Columbia Law School and an adjunct professor at Columbia Business School.  He was formerly the Senior Associate Dean for Corporate Governance and the Theodore Nierenberg Adjunct Professor of Corporate Governance at the Yale School of Management.

A graduate of Columbia Law School, Mr. Millstein is a Life Trustee and former Chairman of the Board of the Central Park Conservancy, Chairman Emeritus and member of the Board of Overseers of the Albert Einstein College of Medicine, Chairman Emeritus of the Board of Trustees of the American Red Cross of Greater New York and Emeritus Director for New Yorkers for Parks. He serves on the Advisory Council of Transparency International.

Among many distinguished positions and roles, Mr. Millstein has served as Chairman of the OECD Business Sector Advisory Group on Corporate Governance, where he was instrumental in the development of the OECD Principles of Corporate Governance, Co-Chair of the Blue Ribbon Committee on Improving the Effectiveness of Corporate Audit Committees (sponsored by the New York Stock Exchange and the National Association of Securities Dealers) and Chairman of the National Association of Corporate Directors (NACD) Blue Ribbon Commission on Director Professionalism.  He is an Elected Fellow of the American Academy of Arts & Sciences.

Mr. Millstein is a dedicated member of the Board of Directors of the National September 11 Memorial & Museum at the World Trade Center. Most recently, Mr. Millstein has played a key role in the reform of New York State’s numerous public authorities, serving at the request of Governors Pataki, Paterson and Cuomo, as Chairman of various task forces charged with overseeing successful implementation of the new public authorities’ laws.  He is also currently a co-Chair of Governor Cuomo’s NYS Ready Commission. 

Mr. Millstein is a frequent lecturer and author on corporate governance, antitrust, and government regulation.


Jeffrey D. Karpf is a partner in Cleary Gottlieb Steen & Hamilton’s New York office.  Jeff’s practice focuses on corporate and financial transactions and board advisory matters.

Jeff joined the firm in 1994 after graduating from Stanford Law School and became a partner in 2003.

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 also has a broad corporate advisory practice and regularly advises on corporate governance matters, including board structure and practices. He has extensive experience with securities regulatory issues and the development of new financial instruments and products.

Jeff is on the 2019 Securities Regulation Institute Planning Committee and regularly writes and speaks on a variety of capital markets and securities law topics. He 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.

Clients describe him as a "great problem solver" and add: "He has great market knowledge, and is very practical, accessible and reliable." (Chambers USA)

 


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

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

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

Education

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

Honors & Awards

  • Recognized for her exceptional securities practice in the 2006-2009 and 2014-2018 editions of Chambers USA: America's Leading Lawyers for Business
  • Selected by peers for inclusion in the 2005-2019 editions 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


MICHELE J. HOOPER is President and CEO of The Directors’ Council which works with major companies to improve the effectiveness of their corporate governance.  With over 20 years of corporate board experience, Ms. Hooper is an audit committee financial expert with significant experience leading the audit committees of several major companies, a highly regarded governance expert and business leader.

Ms. Hooper serves on the corporate boards of directors of PPG Industries, Inc. (Chair, Audit Committee) and UnitedHealth Group (Chair, Nominating and Governance).  Ms. Hooper retired in April 2012 from service on the AstraZeneca PLC board (Senior Independent Director and Chair, Audit Committee). Until its sale in July, 2011 Ms. Hooper served on the board of Warner Music Group (Senior Independent Director and Chair, Audit Committee).  Ms. Hooper retired as Chair of the Audit Committee and board member of Target Corporation, and previously was a board and audit committee member of Seagram Company Ltd. and DaVita Corporation.

Ms. Hooper is President, NACD Chicago Chapter and recently retired from the National board of the National Association of Corporate Directors (NACD).  She has been a commissioner on the 2004 through the 2015 NACD Blue Ribbon Commissions on governance including Strategy Oversight, Board-Shareholder Communications, Director Liability, Risk Oversight, and Board Evaluations.  Ms. Hooper served as co-chair of the 2010 NACD Blue Ribbon Commission on Audit Committees.  Ms. Hooper is a board member and former Vice Chair of the Center for Audit Quality (CAQ), a public policy advocacy organization serving public company auditors, investors, and capital markets. She is Chair of the CAQ Working Group focused on Deterring and Detecting Financial Reporting Fraud. Ms. Hooper is also a senior advisor to CamberView Partners, an independent, investor-focused advisory firm for public companies.  A Directorship Top 100 in Corporate Governance awardee, Ms. Hooper is a frequent panelist, speaker, faculty member, and boardroom advisor on governance and board committee issues.

Previously, Ms. Hooper served as President and Chief Executive Officer of Voyager Expanded Learning and of Stadtlander Drug Company, Inc.  Prior to joining Stadtlander, Ms. Hooper was Corporate Vice President, Caremark International Inc, and President of the International Business Group, responsible for the expansion of Caremark into Europe, Canada and Japan.  Ms. Hooper began her career at Baxter International and from 1988 to 1992, as President of Baxter Canada, Ms. Hooper led Canada’s largest health care and laboratory supplies company.

Ms. Hooper is a member of The Economic Club of Chicago, the Commercial Club of Chicago, the World President’s Organization (WPO), Executive Leadership Council (ELC), The Committee of 200, and The Chicago Network.

Ms. Hooper earned an MBA in Finance and Accounting at the University of Chicago and a BA in Economics at the University of Pennsylvania.


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

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

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


Paul Washington is currently the Resident Fellow at Fordham Law School’s Corporate Law Center.

Paul received his B.A. from Yale College, magna cum laude, and held a variety of positions in local, state, and federal government. He then served as a Vice President and Corporate Secretary of The Dime Savings Bank of New York, while receiving his J.D. from Fordham Law School, magna cum laude.

After law school, Paul served as a law clerk for Judge David S. Tatel of the U.S. Court of Appeals for the District of Columbia Circuit, and for retired Associate Justice William J. Brennan, Jr. and Associate Justice David H. Souter of the United States Supreme Court. Paul then worked as an associate at the law firm of Sidley & Austin, before joining Time Warner in 1999 as litigation counsel.

From 2006 to 2018, he served as Senior Vice President, Deputy General Counsel & Corporate Secretary of Time Warner Inc.  In that role, he was responsible not only for corporate governance, but also for intellectual property, antitrust, regulatory, international and pro bono legal matters. 

In addition to serving as a Resident Fellow, Paul is an adjunct professor at Fordham Law School, where he has taught a course on Corporate Governance for over a decade.  Over the past 30 years, he has served on the boards of approximately two dozen cultural, civic, and professional non-profit organizations, including as Chairman of the Society for Corporate Governance, President of the New York Chapter of the Society, and as chair or a member of numerous commissions and task forces for organizations such as the New York Stock Exchange and the Conference Board.  He also currently serves as a member of the ABA Corporate Laws Committee.


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

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

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

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

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

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

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

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

 


Shelley Dropkin is the Deputy Corporate Secretary and General Counsel, Corporate Governance, and a Managing Director, of Citigroup Inc.  Ms. Dropkin supports the activities of Citi’s Board of Directors and its standing Committees, coordinates Citi’s and the Board of Directors’ engagement with the Company’s shareholders on corporate governance matters, oversees governance practices for Citi’s subsidiaries, and works with Citi’s Board of Directors to shape Citi’s governance practices. Ms. Dropkin also serves as General Counsel of the Citi Foundation.

Ms. Dropkin has been with Citi since 1993 during which time she also served as Assistant General Counsel and Senior Counsel.  Prior to joining Citi (then Primerica Corporation), Ms. Dropkin was an Associate at Winston & Strawn.

Ms. Dropkin is the immediate past Chair of the Society for Corporate Governance and a member of its Executive Steering Committee.  She is a member of the Society’s Securities Law, Policy Advisory, and Nominating and Governance Committees. She previously served as the Society’s Chair, Chair-Elect, Chair, Nominating and Governance Committee, and 2014 National Conference Chair.  Ms. Dropkin was the President of the Stockholder Relations Society from 2014-2015 having served as its Secretary-Treasurer from 2013-2014. She is a past President of the Society for Corporate Governance, New York Chapter.

Ms. Dropkin is a member of the Board of Directors of the New York Lawyers for the Public Interest, having joined the NYLPI Board in 2006, and serves on its Executive Committee.  She was the Chairman of the Board of NYLPI from 2010-2012 and the Chair of its Nominating and Governance Committee from 2008-2010. She serves on the New York State Permanent Commission on Access to Justice having been appointed by Chief Judge Jonathan Lippman in 2012.

Ms. Dropkin received a J.D. in 1988 from S.U.N.Y. at Buffalo and a B.S. in 1985 from Cornell University.  She is admitted to practice in New York and Washington, D.C. 

 


Joe Ucuzoglu is the chairman and chief executive officer of Deloitte & Touche LLP. As the leader of the US Audit & Assurance practice, Joe is responsible for overseeing all aspects of the organization including execution of our quality, innovation, growth, and talent strategies. He maintains significant audit client responsibilities, serving as the advisory partner for selected client engagements, and is a frequent speaker on issues impacting the audit profession and regulatory landscape. Joe also serves on Deloitte’s Global Board of Directors.

Recognized as a leader in the public accounting profession’s drive to continuously improve audit quality, Deloitte’s public company audit clients in the US total over $7 trillion in market capitalization and include 23 percent of Fortune 1000 companies.

Previously, Joe was Deloitte’s national managing partner for government, regulatory, and professional matters. In this role, he was responsible for Deloitte’s interactions with regulators and elected officials as well as overseeing the government affairs, public policy, independence, and ethics functions.

Prior to rejoining Deloitte, Joe served as senior advisor to the chief accountant at the Securities and Exchange Commission (SEC), advising on complex accounting, auditing, and public policy matters, and interacting frequently with other governmental agencies and Congress.

Joe is a graduate of the University of Southern California (USC). He serves on the board of directors of the US Chamber of Commerce, the board of trustees of the SEC Historical Society, and the executive committee of USC’s SEC Financial Reporting Institute. He is a member of the Committee on Capital Markets Regulation, an independent research organization dedicated to enhancing the competitiveness of US capital markets and ensuring stability of the US financial system, and is active in the Center for Audit Quality, an autonomous group devoted to fostering high-quality performance by public company auditors.


LINDA RAPPAPORT is Of Counsel at Shearman & Sterling LLP in New York City.  She is a former Practice Group Leader of the Compensation, Governance & ERISA/Private Client Group as well as a founding partner of the firm’s Corporate Governance Advisory Group.   Her practice focuses on all aspects of executive compensation and benefits, including corporate, securities and tax laws, and related corporate governance and regulatory matters. Ms. Rappaport has a special focus on the representation of global, U.S. and non-U.S. companies and their Boards of Directors and Compensation Committees in corporate governance matters, including CEO succession, public disclosure and executive compensation.  She has broad experience in the design and implementation of executive incentive programs, and in the negotiation and preparation of executive employment contracts and severance arrangements, with particular emphasis on the financial services and entertainment industries.  Her practice also encompasses all compensation, benefits and related governance issues associated with corporate acquisitions, divestitures, public offerings, restructurings and bankruptcies.

Active in lecturing, she is the author of numerous articles on a variety of corporate governance and executive compensation issues.

Ms. Rappaport became a partner of the firm in 1985. She has served 3 terms as an elected member of the firm’s Policy Committee through 2014 and has been a member of the firm’s Executive Group. She is also a founding member and adviser of the firm’s Women’s Initiative for Success, Excellence and Retention (“WISER”) as well as the firm’s Hiring Partner.  Before joining the firm in 1979, she was a Law Clerk to Chief Judge James S. Holden, U.S. District Court of the District of Vermont, from 1978 to 1979.


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

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

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

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

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


Named by Accounting Today as one of the “top 100 most influential people in accounting,” Michael R. Young is a litigation partner at New York’s Willkie Farr & Gallagher LLP  where he chairs the firm’s securities litigation practice.

His practice concentrates on the representation of companies, audit committees, officers, directors, accounting firms, and investment banks in United States and international securities class actions, SEC proceedings, and special committee investigations.  His trial work includes the landmark jury verdict for the defense in the first class action tried to a jury pursuant to the Private Securities Litigation Reform Act of 1995.  He has served as a member of FASB’s Financial Accounting Standards Advisory Council, as chair of the New York City Bar Association’s Financial Reporting Committee, and as counsel to the American Institute of Certified Public Accountants and the Center for Audit Quality.

A prolific author on the subjects of financial reporting, audit committee effectiveness and the role and responsibilities of the independent auditor, Mr. Young’s books include The Financial Reporting Handbook (Wolters Kluwer 2003), Accounting Irregularities and Financial Fraud (Harcourt 2000) and, most recently, Financial Fraud Prevention and Detection:  Governance and Effective Practices (Wiley 2014).  Mr. Young is a much sought speaker and commentator on financial reporting issues, and has been regularly quoted in such publications as The Wall Street Journal, The New York Times, Fortune, Forbes, USA Today, The Washington Post, and The National Law Journal.  He has also appeared as an invited guest on Fox Business News, CNBC, MSNBC, CNN, and BNN (Canada).

Mr. Young is a graduate of Allegheny College and the Duke University School of Law, where he was Research and Managing Editor of the Duke Law Journal.


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. 


Tim is the Director of Environmental, Social and Governance (ESG) Shareowner Engagement, and leads Walden's ongoing shareholder engagement program to   promote greater corporate leadership on ESG issues. This includes company dialogues, shareholder proposals, proxy voting, and public policy advocacy.  He is actively involved in representing Walden at public events and in fostering long-term client relationships. He is Co-Chair of Walden's ESG Research & Engagement Committee and a member of the Corporate Governance Committee.

Prior to joining the firm in 2000, Tim served as Executive Director of the Interfaith Center on Corporate Responsibility (ICCR) for 24 years.  ICCR coordinates corporate responsibility programs for over 275 religious, institutional investors committed to using shareholder advocacy to influence corporate conduct and promote social justice.  ICCR has been a primary player in the corporate responsibility movement and social investment community since the early 1970s.

In 2007, 2012 and 2013, Tim was named as one of the "Top 100 Most Influential People in Business Ethics" by Ethisphere Institute. He is a board member of Wespath (formerly the General Board of Pension and Health Benefits of the United Methodist Church). In 2010, he received the Bavaria Award for Impact at the third annual Joan Bavaria Awards for Building Sustainability into the Capital Markets. In 2011 and 2012, he was named one of the most influential people in corporate governance by the National Association of Corporate Directors. He serves on a number of sustainability stakeholder dialogue teams with companies as well.

Tim previously served as Chair of US SIF, the sustainable, responsible and impact investing industry trade group, for five years, and presently serves as Chair of its Public Policy Committee. He also co-chairs the Investment Committee of the Thirty Percent Coalition. He is Chair of the Board of Shared Interest and former Chair of the Kimberly­ Clark Sustainability Advisory Board.

Tim earned a BA from the University of Toronto and Masters of Divinity degree from Union Theological Seminary.


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.”

 


Breon S. Peace is a partner of Cleary Gottlieb Steen & Hamilton LLP based in the New York office.

Mr. Peace’s practice focuses on white-collar defense, regulatory enforcement matters and complex civil litigation. He regularly conducts sensitive internal investigations on behalf of boards of directors and management of leading corporations. Mr. Peace represents domestic and multinational corporations and business executives in regulatory and criminal investigations involving allegations of accounting fraud, securities fraud, insider trading, money laundering and violations of the Foreign Corrupt Practices Act. He also advises boards of directors and audit committees on corporate governance issues and compliance programs. Mr. Peace frequently handles matters involving the U.S. Securities and Exchange Commission, various U.S. Attorney Offices, the Department of Justice and FINRA. In addition, he represents corporations, officers and directors in complex commercial litigation matters.

Mr. Peace’s recent accounting related enforcement matters include representing IMAX Corporation in a SEC investigation into alleged accounting fraud, resulting in the SEC declining to pursue charges; conducting an internal investigation conducted on behalf of the audit committee of a leading fine jewelry retailer of accounting issues that resulted in a financial restatement; and representing Doral Financial Corporation in SEC and DOJ investigations arising out of earnings restatements.

Mr. Peace speaks and writes regularly on white-collar defense and regulatory enforcement matters. He served as faculty for The Conference Board’s Corporate Governance and Compliance Crash Course and presented on the Foreign Corrupt Practices Act and U.K. Bribery Act: “What Do They Mean for Board Oversight?” He recently participated on panels entitled “Securities Enforcement Update: Department of Justice Investigations and Prosecutions,” “Standards for Prosecuting Corporate Fraud by Federal & State Agencies – The Impact of the Revised Justice Department Charging Guidelines,” “Ethical Considerations in Corporate Investigations” for the New York City Bar, and on a panel entitled "Assessing the Regulators: Enforcement" at Latin Lawyer’s 3rd Annual Corporate Finance Conference in Sao Paolo, Brazil. He also presented on “Financial Statements in Legal Practice: Enforcement and Litigation Implications and Recent Cases” as part of PLI's How to Read Financial Statements 2014 CLE program and spoke on the “Enforcement and Compliance” panel at PLI’s Tenth Annual Directors’ Institute on Corporate Governance.

Mr. Peace joined the firm in 1996 and became a partner in 2007. From 1997 to 1998, he served as law clerk to the Honorable Sterling Johnson, Jr. of the U.S. District Court for the Eastern District of New York. He left the firm in December 1999 to join the U.S. Attorney’s Office for the Eastern District of New York where he served as an Assistant U.S. Attorney. In that position, he handled a wide array of federal criminal investigations and prosecutions trying cases to verdict and arguing appeals before the U.S. Court of Appeals for the Second Circuit. From August 2002 to July 2003, Mr. Peace was an Acting Assistant Professor of Clinical Law at New York University School of Law where he taught the Prosecution Clinic. He rejoined the firm in September 2003.

Mr. Peace received a J.D. degree from New York University School of Law in 1996 where he was an editor of the Law Review. He received an undergraduate degree from the University of California at Berkeley in 1993.

Mr. Peace is a Vice President of the Federal Bar Council and member of its Second Circuit Courts Committee, a member of the New York Council of Defense Lawyers and a member of the White Collar Crime Committee of the New York City Bar.  He was recently appointed to serve on the Criminal Justice Act Advisory Committee for the U.S. Court of Appeals for the Second Circuit. Mr. Peace is also a member of the Board of Directors of The Bronx Defenders.


Chuck Nathan is a Senior Advisor with Finsbury and advises global clients on M&A, financial transactions, governance, Board issues and shareholder matters.

Prior to joining Finsbury, Nathan was partner at Latham & Watkins, where he was co-head of the global M&A practice as well as co-head of the firm’s Corporate Governance Task Force. Nathan represented companies and financial advisors in many significant, high-profile mergers and acquisitions, including Roche’s acquisition of the public’s minority stake in Genentech, InBev’s acquisition of Anheuser-Busch, and LiveNation’s merger with Ticketmaster Entertainment.

Nathan also previously served as a Partner with Fried, Frank, Harris, Shriver & Jacobson, and was a Managing Director and head of the Financial Institutions Mergers & Acquisitions practice at Smith Barney Inc.

Nathan has been named by the National Association of Corporate Directors as one of the 100 most influential corporate governance professionals for two consecutive years. He is the renowned author of many articles on M&A and corporate governance topics, is a frequent panelist at M&A and corporate governance seminars and programs, teaches M&A at Yale Law School, and has chaired a number of bar association committees. Nathan received his B.A. from The Johns Hopkins University and his J.D. from Yale Law School, where he graduated summa cum laude.


Martha Carter, Ph.D. is the global head of research for ISS. In this role, she directs proxy voting research worldwide, as well as ISS' thought leadership on corporate governance issues. Prior to joining ISS in 2002, Martha served as Director, Listing Qualifications, for The NASDAQ Stock Market. Martha holds a Ph.D. in Finance from George Washington University and an MBA in Finance from The Wharton School, University of Pennsylvania. She did her undergraduate work in Mathematics and French at Purdue University.