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Directors' Institute on Corporate Governance (Fourteenth Annual)


Speaker(s): Arden T. Phillips, Bindu M. Culas, Charles E. Cain, Christine Flores, Darla C. Stuckey, Dennis T. Whalen, Hon. Cynthia A. Glassman, Jane A. Norberg, Louise M. Parent, Luke Dembosky, Mark K. Schonfeld, Micaela R.H. McMurrough, Michael Garland, Michael R. Young, N. MacDonnell Ulsch, Ned Weinberger, Phoebe A. Wood, Prof. Joseph A. Grundfest, Prof. Judith H. Germano, William B. Chandler III
Recorded on: Nov. 30, 2016
PLI Program #: 150007

Partner
Litigation

EXPERIENCE:

Former Chancellor William B. Chandler III is a partner at Wilson Sonsini Goodrich & Rosati, where he advises both public and private clients in connection with corporate governance matters, special committee assignments, internal investigations, and merger and acquisition transactions. He previously served on the firm's Policy Committee.

Mr. Chandler joined the firm from the Delaware Court of Chancery, the nation's leading court for corporate law cases, particularly those relating to change of control and other corporate law issues. He was appointed Chancellor in 1997, after serving as Vice Chancellor since 1989. Widely regarded as one of the country's most influential judges on issues of corporate law and governance, he issued more than a thousand opinions and presided over some of the most contentious and high-profile corporate law disputes in the country, including those involving The Walt Disney Company, Yahoo, Microsoft, Hewlett-Packard, eBay, Citigroup, Dow Chemical, and, most recently, the Air Products/Airgas dispute. Many of his rulings have become required reading for M&A and business law practitioners, and he has written and lectured widely on numerous critical corporate law issues.

Prior to his appointment to the Court of Chancery, Mr. Chandler served as resident judge of the Delaware Superior Court from 1985 to 1989. He previously was an associate with Morris, Nichols, Arsht & Tunnell and served as legal counsel to Pete duPont, the former governor of Delaware.

Earlier in his career, Mr. Chandler taught commercial law, legislative process, and remedies at the University of Alabama School of Law. He currently teaches law courses in Advanced Corporations at the University of Chicago, Vanderbilt, Ohio State, Washington University, and the University of Georgia.

In February 2014, Mr. Chandler was appointed by Delaware Governor Jack Markell to chair the Judicial Nominating Commission, a task force responsible for screening and recommending candidates to fill judicial vacancies on the Delaware bench. He is a member of the American Law Institute and a trustee of the Yale Center for Corporate Governance, the University of Delaware, and the Weinberg Center for Corporate Governance.

EDUCATION:

  • LL.M., Yale Law School, 1979
  • J.D., University of South Carolina School of Law, 1976
  • B.A., Philosophy and Political Science, University of Delaware, 1973

ASSOCIATIONS AND MEMBERSHIPS:

  • Chair, Judicial Nominating Commission
  • Member, Advisory Board, Weinberg Corporate Governance Center, University of Delaware
  • Fellow, American College of Governance Counsel
  • Honorary Chair, Advisory Board for the Adolf Berle Center on Corporations, Law and Society, University of Seattle School of Law
  • Member, Yale University Corporate Governance Center, Yale Law School
  • Member, Board of Trustees, University of Delaware
  • Member, Delaware Bar Association
  • Member, American Bar Association
  • Member, American Law Institute

HONORS:

  • Inducted in 2012 to the NACD Directorship 100 Corporate Governance Hall of Fame, an honor that recognizes the outstanding lifetime achievements of select individuals who have had a lasting influence on corporate governance and the boardroom community
  • Recognized among Lawdragon's "500 Leading Lawyers in America" for 2011-2015
  • Honored in the 2010 edition of the NACD Directorship 100, a listing of the most influential people in corporate governance
  • Recipient, 2010 Simeon E. Baldwin Award for Distinguished Achievement in Law and Business, Yale Law School Center for the Study of Corporate Law

SELECT PUBLICATIONS:

  • Author, "Thoughts on the North Dakota Publicly Traded Corporations Act of 2007," 84 North Dakota Law Review 1051, 2008
  • Author, "Hostile M&A and the Poison Pill in Japan: A Judicial Perspective," 2004 Columbia Business Law Review 45, 2004
  • Co-author with Chancellor Leo E. Strine, Jr., "The New Federalism of the American Corporate Governance System: Preliminary Reflections of Two Residents of One Small State," 15 University of Pennsylvania Law Review 953, 2003
  • Author, "On the Instructiveness of Insiders, Independents, and Institutional Investors," 67 University of Cincinnati Law Review 1083, 1999

SELECT SPEAKING ENGAGEMENTS:

  • Keynote Address, "Checking Up on Corporate Health: Preventative Care for Companies," Summit 2012 Directors & Officers Conference, Park City, Utah, December 6, 2012
  • Panelist, "Punting Peer Groups: Resolving the Compensation Conundrum," Weinberg Center for Corporate Governance, University of Delaware's Lerner College of Business and Economics, May 8, 2012

ADMISSIONS:

  • State Bar of Delaware
  • U.S. Court of Appeals for the Third Circuit
  • U.S. Supreme Court


Cynthia A. Glassman is a member of the Board of Discover Financial Services where she chairs the audit committee. She is also on the Board of Navigant Consulting, Inc. where she chairs the nominating and governance committee and serves on the audit committee. In addition, Dr. Glassman is a Senior Research Scholar focusing on corporate governance in the Institute for Corporate Responsibility at the GWU School of Business. She is also of a member of the Dow Jones five-person Special Committee, an independent body charged with safeguarding the editorial independence of The Wall Street Journal and Dow Jones, as well as their adherence to the highest ethical and professional standards.

Prior to her current roles, she was appointed by President Bush to serve as the Under Secretary for Economic Affairs at the U.S. Department of Commerce from 2006 to January 2009. In that role, she served as the principal economic advisor to the Secretary of Commerce and oversaw two major Federal statistical agencies. She was also the Secretary’s designated Board Representative to the Pension Benefit Guaranty Corporation (PBGC), where she was actively involved in PBGC investment policy and corporate governance matters. 

Appointed by President Bush, Dr. Glassman served as a Commissioner of the U.S. Securities and Exchange Commission from 2002 to 2006 and served as Acting Chairman during the summer of 2005.  As the only Commissioner with a doctorate in economics, Dr. Glassman brought a unique voice to the Commission, where she regularly sought greater rigor in the regulatory process. During her tenure, she was closely involved in developing and voting on the regulations implementing the requirements of the Sarbanes-Oxley Act, as well as a number of other regulations regarding corporate governance and financial markets. Her role also included voting on numerous enforcement actions.

Dr. Glassman has spent over 40 years in the public and private sectors focusing on financial services regulatory and public policy issues. Earlier in her career, she spent 12 years at the Federal Reserve and 15 years at consulting firms. She is currently on the Advisory Board of the Business and Finance Law Program at the George Washington University (GWU) Law School.  She has served on the Boards of the Washington Tennis and Education Foundation WTEF), the SEC Historical Society, the Federal Reserve Board Credit Union, the National Economists Club, Women in Housing and Finance, the Commission on Savings and Investment in America, and Hopkins House, a preschool for low income families.

Dr. Glassman has written extensively on corporate governance, financial reporting, risk management and competitiveness issues.  She has spoken nationally and internationally before professional and business groups. Dr. Glassman received her M.A. and Ph.D. in Economics from the University of Pennsylvania and her B.A. in Economics from Wellesley College. She was a supervisor in economics at the University of Cambridge, England, where she has been named an Honorary Fellow of Lucy Cavendish College.


Darla Stuckey is President & CEO of the Society for Corporate Governance (formerly the Society of Corporate Secretaries), effective January 1, 2015.  Ms. Stuckey previously served as Executive Vice President & General Counsel, from March 2014 until December 2014.  Prior to that time, she was Senior Vice President, Policy and Advocacy.  She joined the Society in September 2009 and has been responsible for legal, policy, advocacy, research and communication efforts on the Society's behalf, and she serves as the staff liaison to the Policy Advisory Committee of the Society's Board. In her position, she has testified before the House Financial Services Committee on Dodd-Frank governance issues, and is a frequent speaker at both Society, and other, events.

Prior to joining the Society, she was the Senior Assistant Secretary at American Express Company. She also served its Nominating and Governance and Public Responsibility Committees, and the boards of its two wholly owned subsidiary banks. Before joining American Express, Ms. Stuckey was the Corporate Secretary at the New York Stock Exchange, Inc. from 2002-2004 (and the Assistant Secretary from 2000-2002). Ms. Stuckey began her career at Weil, Gotshal & Manges, where she practiced in the Securities Litigation Department for 10 years.

Ms. Stuckey has an BS from Oklahoma Christian College, an MA from University of Oklahoma and a JD from Brooklyn Law School and was a past director of the Society of Corporate Secretaries.


Joseph A. Grundfest is the William A. Franke Professor of Law and Business at Stanford Law School and Senior Faculty at the Rock Center on Corporate Governance at Stanford University. He joined Stanford's faculty in 1990 after having served for more than four years as a Commissioner of the United States Securities and Exchange Commission. While at the SEC, Professor Grundfest dealt extensively with matters related to capital markets, finance, enforcement of federal securities laws, corporate governance, takeover regulation, market volatility, and internationalization of U.S. capital markets.

Professor Grundfest's scholarship in the areas of corporate law, securities regulation, and litigation has been published in the Harvard, Yale, and Stanford Law Reviews. The National Law Journal has listed Professor Grundfest as among the nation’s 100 most influential attorneys, Directorship has listed him as among the 100 most influential leaders in corporate governance, and California Lawyer has listed him as among the top 10 lawyers in California. Prior to joining the SEC, Professor Grundfest served as counsel and senior economist for legal and regulatory matters at the President's Council of Economic Advisors. An attorney and economist, Professor Grundfest has also practiced law with Wilmer, Cutler & Pickering, and has served as an economist with the Brookings Institution and the Rand Corporation.

Professor Grundfest holds a bachelor's degree in economics from Yale University (1973) and completed the M.Sc. program in mathematical economics and econometrics at the London School of Economics (1972) (no degree awarded). His law degree is from Stanford (1978) where he also completed all requirements for a doctorate in economics but for the dissertation (1978).

Professor Grundfest is founder and director of Directors’ College at Stanford Law School, and principal investigator for Stanford Law School’s Securities Litigation Clearinghouse. He has served on the New York Stock Exchange's Legal Advisory Board, on the NASDAQ Legal Advisory Committee, on a rules committee of the United States District Court for the Northern District of California, on the SEC’s Advisory Committee on Improvements to Financial Reporting, and has been elected to membership in the American Law Institute. Professor Grundfest has been selected as a National Fellow by the Hoover Institution, has been awarded a John M. Olin Faculty Fellowship, and is an Adjunct Scholar of the American Enterprise Institute. Professor Grundfest is admitted to practice in California and in the District of Columbia.

Professor Grundfest has twice received the John Bingham Hurlbut Award for Excellence in Teaching as well as the Associated Students of Stanford University award as the best professor at the Stanford Law, Business, and Medical Schools. Professor Grundfest is also co-founder and director of Financial Engines, Inc., and director of KKR Management LLC, the general partner of KKR & Co. L.P. In addition, he is chairman of the board nominating committee of the NASDAQ Stock Market, and is a former director of Oracle Corp.


Judith H. Germano is a nationally recognized thought leader on cybersecurity governance and privacy issues.  A former federal prosecutor for 11 years and founder of GermanoLaw LLC, Judi advises public and privately-held companies on cybersecurity and privacy matters, and represents companies and individuals on issues relating to fraud and other financial crimes, and regulatory-compliance.  Judi is a Professor and Distinguished Fellow at the NYU Center for Cybersecurity (CCS) (teaching incident response, cybercrime and emerging threats), and an Adjunct Professor of Law at NYU School of Law.  Judi spearheads the NYU Cybersecurity Leaders roundtable series, engaging corporate executives and senior government officials to address critical cybersecurity concerns, and chairs NYU’s Women Cybersecurity Leaders annual conference.

Judi previously was Chief of Economic Crimes at the U.S. Attorney’s Office for the District of New Jersey where she supervised and prosecuted complex criminal cases of national and international impact, involving cybercrime, securities and other financial fraud, identity theft, corruption, export enforcement and national security.  Before joining the U.S. Attorney’s Office, Judi worked at the global law firm Shearman & Sterling, and served as a law clerk to federal judges on the U.S. Court of Appeals for the Second Circuit, and the U.S. District Court for the District of Connecticut. 

Judi’s publications include, among others:  Cybersecurity Partnerships:  A New Era of Collaboration; Third-Party Cyber Risk & Corporate Responsibility; and After the Breach: Cybersecurity Liability Risk.  Judi is a frequently sought-after public speaker, and has spoken at numerous national and international events for companies, government agencies, and academia.  Judi has appeared on BBC World News and HuffPost Live, and been quoted in Forbes, the Washington Post, CNBC and elsewhere.

GermanoLaw LLC is a wholly woman-owned and run law firm.  Judi founded GermanoLawLLC in 2013 to provide client-focused advice, representation and education for companies and individuals. 


Luke Dembosky is a cybersecurity and litigation partner based in the firm’s Washington, D.C. office. He is Co-Chair of the firm’s Cybersecurity & Data Privacy practice and a member of the White Collar & Regulatory Defense Group. His practice focuses on cybersecurity incident preparation and response, internal investigations, civil litigation and regulatory defense, as well as national security issues.

Mr. Dembosky was featured in Cybersecurity Docket’s 2018 “Incident Response 30,” the publication’s annual list featuring the 30 top data breach response lawyers, and was named by the National Law Journal to its 2016 list of “Cyber Security Trailblazers.” Mr. Dembosky is also recognized as a leader in the industry by The Legal 500 US and Chambers USA, where sources note he takes a “big-picture view of crisis management and frequently participates in the investigations of extremely complex, technology-facilitated crimes.”

Mr. Dembosky joined Debevoise in March 2016 after serving as Deputy Assistant Attorney General for National Security at the U.S. Department of Justice. In this capacity, he oversaw all national security cyber cases, and was the first to manage a new “National Asset Protection” portfolio covering cybersecurity, economic espionage, export control and foreign investment review matters.

From March 2013 to October 2014, Mr. Dembosky served as Deputy Chief for Litigation in the Computer Crime and Intellectual Property Section of the Department of Justice, where he supervised all cybersecurity and intellectual property crime prosecutions. From fall 2010 to spring 2013, he served as the Department of Justice’s representative at the U.S. Embassy in Moscow.

Mr. Dembosky is a member of the newly established International Bar Association Presidential Task Force on Cybersecurity as well as Vice Chair of the Cybersecurity, Privacy and Data Protection Committee of the ABA’s Public Contract Law Section. He is also Co-Chair of the Information Sharing and Analysis Organization Governance Working Group leading the development of internal governance guidance for ISAOs as part of the White House initiative to establish cybersecurity threat sharing platforms across industry.

Mr. Dembosky earned his J.D. cum laude from the University of Pittsburgh School of Law in 1994, where he was elected to Order of the Coif, Order of the Barristers and was Managing Editor of the University of Pittsburgh Law Review. He received his B.A. with High Distinction from Pennsylvania State University in 1990.


Mark K. Schonfeld is a litigation partner in the New York office of Gibson, Dunn & Crutcher and Co-Chair of Gibson Dunn’s Securities Enforcement Practice Group. He is also a member of the Crisis Management and the White Collar Defense and Investigations Practice Groups.

Mr. Schonfeld’s practice focuses on the representation of financial institutions, public companies, hedge funds, accounting firms and private equity firms in investigations conducted by the Securities and Exchange Commission (SEC), Department of Justice (DOJ), States Attorneys General, Financial Industry Regulatory Authority (FINRA) and other regulatory organizations. Mr. Schonfeld also conducts internal investigations and counsels clients on compliance and corporate governance matters.

Mr. Schonfeld is ranked as a leading lawyer in Securities Regulation and Enforcement by Chambers USA: America’s Leading Lawyers for Business, which highlighted client praise for his “invaluable current knowledge of agency practice, procedure and personalities active at the SEC” and noted he is “a very strategic, seasoned professional. He's measured, thoughtful and incredibly proactive in terms of keeping clients updated. He's detail-oriented and produces extremely high quality work.”

Prior to joining Gibson Dunn, Mr. Schonfeld concluded a 12-year career with the SEC, the last four years as the Director of the New York Regional Office, the largest of the SEC’s regional offices. Mr. Schonfeld oversaw professional staff of nearly 400 enforcement attorneys, accountants, investigators and compliance examiners engaged in the investigation and prosecution of enforcement actions and the performance of compliance inspections of more than 4,000 SEC registered financial institutions in the region. Mr. Schonfeld led the New York Office through one of the most vibrant and rapidly evolving periods in the history of the SEC and securities law enforcement and brought many of SEC’s major landmark cases dealing with complex accounting fraud, mutual fund trading, hedge fund abuses, foreign bribery, insider trading and market manipulation.


Micaela McMurrough is a special counsel in Covington’s Litigation, Data Privacy and Cybersecurity practice groups. In addition to representing clients in high-stakes and complex commercial litigation matters, Ms. McMurrough frequently advises clients on matters of cybersecurity and national security. She draws upon experience in this space to provide practical guidance to clients in navigating pre-incident planning, incident response and post-incident actions, with aim to mitigate litigation risks.

In 2016, Ms. McMurrough was selected as one of thirteen Madison Policy Forum Military-Business Cybersecurity Fellows. She regularly engages with government, military, and business leaders in the cybersecurity industry in an effort to develop national strategies for complex cyber issues and policy challenges. Ms. McMurrough previously served as a United States Presidential Leadership Scholar, principally responsible for launching a program to familiarize federal judges with various aspects of the U.S. national security structure and national intelligence community.

Prior to her legal career, Ms. McMurrough served in the Military Intelligence Branch of the United States Army. She served as Intelligence Officer of a 1,200-member maneuver unit conducting combat operations in Afghanistan and was awarded the Bronze Star.


Michael Garland is Assistant Comptroller for Corporate Governance and Responsible Investment for New York City Comptroller Scott M. Stringer.  The Comptroller serves as investment advisor, custodian and a trustee to the New York City Pension Funds, which have more than $180 billion in assets and a long history of active ownership on issues of corporate governance and sustainability.

Michael and his team are responsible for developing and implementing the Funds’ active ownership programs for public equities, including voting proxies, engaging portfolio companies on their environmental, social and governance policies and practices, and advocating for regulatory reforms to protect investors and strengthen shareowner rights.  Recent initiatives include spearheading the Boardroom Accountability Project launched in fall 2014, which has helped to establish proxy access as a fundamental right at hundreds of U.S. companies.

Michael serves on the Council of Institutional Investors’ Board of Directors and the Broadridge Independent Steering Committee, and is Comptroller Stringer’s designated representative to the CERES board of directors.


Phoebe Wood is a member of the Board of Directors of Invesco, Ltd., Pioneer Natural Resources Company, and Leggett & Platt, Inc.  Previously she served on the Board of Directors of Coca-Cola Enterprises and OshKosh B’Gosh, Inc.

Ms. Wood retired as Vice Chairman and Chief Financial Officer of Brown-Forman Corporation where she was responsible for the financial operations of the company, including corporate development, controller, treasury, investor relations, tax, information technology, and internal audit. She implemented Sarbanes Oxley during her tenure, and was active in Lenox and Hartmann Luggage prior to their divestitures.   Before joining Brown-Forman, Ms. Wood was the CFO at Motorola’s telecom subsidiary, Propel, Inc., and before that spent 23 years at Atlantic Richfield Company (now BP), in financial management, including assignments as Divisional CFO in England and Alaska.  She was the CFO of ARCO Alaska when it was sold to Conoco Phillips for $7 billion in 2000.

Ms. Wood is a Trustee of the Gheens Foundation, Pitzer College, and The American Printing House for the Blind.  She is a trustee emerita of Smith College, her alma mater. She has an MBA from UCLA and was named one of 100 Inspirational Alumni of the Anderson School of Management.

Ms. Wood is a Principal of CompaniesWood, a consulting firm that specializes in advising and investing in early stage companies.  She is active in economic development issues in Kentucky. She has two daughters and lives in Louisville.


Bindu is a Managing Director in the New York Office and one of the firm’s senior technical consultants. She has over 15 years of experience advising clients on the US and international legal, tax and regulatory aspects of designing and structuring incentive programs, employment agreements, and severance and change-of control plans. Bindu has worked with both domestic and foreign publicly traded and privately held companies, as well as IPO companies. 

Before joining FW Cook, Bindu was a partner and the Head of Executive Compensation at Linklaters LLP, an international law firm. Prior to that she was an attorney in the corporate and executive compensation departments of Sullivan & Cromwell LLP.

Bindu is a member of the New York State Bar, and received her J.D. and B.S. (with distinction) degrees from New York University.  She has authored several of the firm’s client alerts and regulatory comment letters, and writes and speaks frequently at regional and national American Bar Association, American Law Institute, NASPP and Practicing Law Institute events.


Dennis Whalen is the Leader of the KPMG Board Leadership Center, which champions outstanding governance to help drive long-term corporate value and enhance investor confidence. Through an array of programs and perspectives—including KPMG’s Audit Committee Institute, Private Markets Governance, the WomenCorporateDirectors Foundation, and more—the Center engages with directors and business leaders to help articulate their challenges and promote continuous improvement. Drawing on insights from KPMG professionals and governance experts worldwide, the Center delivers actionable thought leadership—on risk and strategy, talent and technology, globalization and compliance, financial reporting and audit quality, and more—all through a board lens.. Dennis is a frequent speaker on board governance and audit committee issues.    

With over 30 years of public accounting experience, Dennis has served several of KPMG’s top clients, has led KPMG’s audit practices in Houston and Kansas City, and has represented the Audit practice on a cross-functional team of senior partners focused on making strategic investments for the Firm and driving innovation into its businesses. He also has served as a member of the Firm’s U.S. and Americas Boards of Directors, including serving as Chair of the Audit, Finance & Operations Committee.

Professional Experience

Dennis currently serves as the global lead partner for Pfizer Inc. Dennis served as the lead partner on The Shaw Group, Inc., a global engineering, procurement and construction company and Halliburton Company, a global oilfield services company. 

Dennis served on the Firm’s US and Americas Boards of Directors from 2006 through 2011 and chaired the Board’s Audit, Finance & Operations Committee from 2010 through 2011. Dennis served as the Partner-in-Charge of the Houston Business Unit Audit Practice from 2003 through 2009.

From 1998 to 2002 Dennis was the lead partner on Koch Industries, Inc., and also led our Kansas City office’s Audit.  From 1995 to 1997 Dennis was seconded to Hong Kong to help KPMG meet the needs of GE and Pepsi as they expanded their operations the Asian marketplace. Prior to his secondment, Dennis played a lead role on the GE Company global audit based in Fairfield, CT. He joined KPMG in 1982 in Stamford, Connecticut and he was admitted to the Firm’s partnership in 1995.


Don has more than 30 years of experience in the fields of forensic investigations, cybercrime, national security and information security management. He is in the US Cybercrime & Breach Response practice.  Working with many of the most established and well known corporate brands, as well as law enforcement and the intelligence community, he has led many cyber breach investigations and advised executive management on breach management strategy and mitigation execution.  Don’s cyber breach investigative work has been across multiple industries, from financial services and defense, to retail, manufacturing and healthcare.  These cyber breach cases included the compromise of regulated personal information, as well as intellectual property and trade secret fraud and theft.

Prior to joining PwC, Don was the CEO and Chief Risk Analyst at ZeroPoint Risk Research LLC, a company he founded in 2009.  He also served in executive security positions at Dun & Bradstreet/Dataquest, Gartner and Jefferson Wells.  He was Trusted Advisor to the US Secrecy Commission, also known as the Moynihan Commission on Protecting and Reducing Government Secrecy, created under Title IX of the Foreign Relations Authorization Act.  For more than a decade he worked with the National Security Institute and remains an advisory board member there.

He has been an adjunct lecturer at Boston University and a guest lecturer at the Carroll School of Management at Boston College in the International MBA program.   In 2013 he was appointed to the Tech Target Security Media Advisory Board.

A frequent speaker at US domestic and international industry events sponsored by the Institute of Internal Auditors, he has appeared on Fox News as a cybercrime and breach analyst and on other television and radio programs. Cited in books, and academic and military studies on cybersecurity, Don is the author of many articles on the subject and two books: Threat! Managing Risk in a Hostile World (The IIA Research Foundation, July 2008) and CyberThreat! How to Manage the Growing Risk of Cyber Attacks (John Wiley & Sons, June 2014).


Mr. Phillips is Corporate Secretary and Associate General Counsel of United States Steel Corporation, a Fortune 250 company.  In this role, he is primarily responsible for the review of SEC disclosure, compliance with NYSE listing standards, coordinating meetings and other matters related to the board of directors, and implementing various best in class governance policies and practices.

Prior to United States Steel Corporation, Phillips worked for several years in roles of increasing responsibility at WGL Holdings, Inc., a publicly traded utility holding company headquartered in Washington, DC.  Prior to WGL Holdings, Inc., Phillips worked at private law firms where he drafted various corporate transactional documents and obtained experience with mergers, acquisitions, joint ventures, and complex finance transactions such as equity offerings, syndicated credit facilities, medium-term note deals and commercial paper programs.

Phillips is a frequent speaker and writer on corporate governance issues and has been published in several periodicals.  He also is past chair of the Corporate and Securities Law Committee of the Association of Corporate Counsel and currently serves on the board of directors of the Society for Corporate Governance.

Phillips earned a Bachelor of Arts degree in Economics from Columbia University and a Juris Doctor degree from the Duke University School of Law.


Ms. Parent served as General Counsel and Executive Vice President of American Express from 1993 until 2013, and was a member of the company’s Operating Committee, Global Management Team and Enterprise Risk Management Committees. She was a director of American Express Travel Related Service Company, the company’s principal operating subsidiary, and American Express Centurion Bank, a U.S. banking subsidiary with assets exceeding $30 billion. She also has deep experience in corporate governance and board matters, and worked extensively with the board of directors’ Audit, Compensation, and Nomination and Governance committees at American Express.

During much of her time at American Express, Louise worked to remove anticompetitive barriers in the global credit card industry in Europe, Latin America and the U.S., involving a DOJ investigation and a court decision upheld on appeal, which struck down Visa and MasterCard’s anti-competitive rules and allowed American Express to compete more effectively in the payment card network business.

Ms. Parent is currently Of Counsel at Cleary Gottlieb Steen & Hamilton LLP.  She is a director of Zoetis Inc. and Fidelity National Information Services Inc., better known as FIS. She served as a member of the Supervisory Board of Deutsche Bank AG from 2014 to 2018.  She is also a director of the Calvary Fund of Calvary Hospital in New York. She was previously a trustee of Smith College where she was also Vice Chair of the Board and Chair of the Presidential Search Committee. She has served on the Board of the YWCA of New York, Cold Spring Harbor Laboratory, A Better Chance, and the Cooke School and Institute. Ms. Parent is also a member of the Council on Foreign Relations. 


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.


Charles Cain is the Chief of the Foreign Corrupt Practices Act Unit within the Securities and Exchange Commission’s Division of Enforcement. He has been in the SEC’s FCPA Unit since its formation in 2010 and with the Division of Enforcement for nineteen years. As the Chief, his roles include oversight of the National FPCA program, coordination with domestic and foreign law enforcement, and supervision of individual investigations. During his tenure with the SEC, he has also been responsible for numerous significant cases in other areas including financial fraud, insider trading, offering fraud, market manipulation, disclosure fraud, and broker dealer practices. Mr. Cain is a graduate of The George Washington University Law School.


Christine Flores is Vice President and Asst. Secretary of Google, where she heads up the Corporate legal teams, which includes the M&A, Securities & Corporate Governance, Real Estate and Ethics & Compliance teams. Since joining Google in 2007, Christine has worked on a wide variety of projects, from large international acquisitions and investments to the Alphabet reorganization and innovative compensation programs. Prior to joining Google, Christine was an associate at the law firms of Proskauer Rose and Skadden Arps, where she advised public and private companies on a variety of corporate and transactional matters, including mergers and acquisitions, debt and equity financings, and securities and corporate governance matters.  Christine received her J.D. and her Bachelor of Arts in International Relations from USC.


Jane A. Norberg is the Chief of the Office of the Whistleblower in the Division of Enforcement of the U.S. Securities and Exchange Commission.  She joined the SEC in January 2012 as Deputy Chief and was promoted to Chief in September 2016.  In her capacity as Chief, Ms. Norberg helps administer the whistleblower program including working with whistleblowers and their counsel, reviewing and analyzing whistleblower applications for award, and engaging in public outreach to educate potential whistleblowers and other interested parties about the program.  Prior to joining the SEC staff, Ms. Norberg was engaged in private law practice for 14 years, including at Shearman & Sterling LLP.


Ned Weinberger focuses on representing investors in corporate governance and transactional matters, including class action and derivative litigation. Ned was recognized by Chambers & Partners USA in the Delaware Court of Chancery and was previously named an “Associate to Watch,” noting his impressive range of practice areas. 

Recently, Ned was part of a team that achieved a $12 million recovery on behalf of stockholders of ArthroCare Corporation in a case alleging breaches of fiduciary duty by the ArthroCare board of directors and other defendants in connection with Smith & Nephew, Inc. acquisition of ArthroCare.

Prior to joining Labaton Sucharow, Ned was a litigation associate at Grant & Eisenhofer P.A. where he gained substantial experience in all aspects of investor protection, including representing shareholders in matters relating to securities fraud, mergers and acquisitions, and alternative entities. Representative of Ned's experience in the Delaware Court of Chancery is In re Barnes & Noble Stockholders Derivative Litigation, in which Ned assisted in obtaining approximately $29 million in settlements on behalf of Barnes & Noble investors. Ned was also part of the litigation team in In re Clear Channel Outdoor Holdings, Inc. Shareholder Litigation, the settlement of which provided numerous benefits for Clear Channel Outdoor Holdings and its shareholders, including, among other things, a $200 million cash dividend to the company's shareholders.

Ned received his J.D. from the Louis D. Brandeis School of Law at the University of Louisville where he served on the Journal of Law and Education. He earned his B.A. in English Literature, cum laude, at Miami University.