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Corporate Governance - A Master Class 2016


Speaker(s): Abe M. Friedman, Amy Borrus, Brian T. Croteau, Claudia H. Allen, Daniel J. Ryterband, David Kane, Dixie L. Johnson, Douglas Maine, Elizabeth M. Murphy, Erich T. Schwartz, Hon. Harvey L. Pitt, Jeanette M. Franzel, John F. Olson, John W. White, Keir D. Gumbs, Lara Shalov Mehraban, Larry D. Thompson, Lawrence A. Hamermesh, Lillian Brown, Linda E. Rappaport, Margaret M. Foran, Mark J. Gentile, Marty Dunn, Richard H. Walker, Sandra L. Flow, Steven M. Pantina, Thomas A. Cole
Recorded on: Feb. 10, 2016
PLI Program #: 150164

Abe M. Friedman is the Founder and Managing Partner of CamberView Partners. CamberView advises boards and management teams of public companies on how to succeed with their investors in the context of shareholder activism and engagement. Prior to founding CamberView, Abe was a Managing Director at BlackRock where he served as the Global Head of Corporate Governance and Responsible Investment.  Abe lead a team of 18 professionals in six offices around the globe.

 Prior to his role at BlackRock, Abe was the Global Head of Corporate Governance at Barclays Global Investors (BGI). Before joining BGI, Abe served as Chief Policy Officer and General Counsel for Glass, Lewis & Co., LLC, a corporate governance and proxy research firm. Abe joined Glass Lewis upon its founding and developed and led Glass Lewis’ proxy research business.

 Abe is the co-director of the Stanford Institutional Investor Forum, was appointed by Chairman Shapiro in 2009 to serve on the SEC's inaugural Investor Advisory Committee, and was selected in 2012 to the NACD Directorship 100 list of the most influential leaders in corporate governance. Abe earned a JD, a Masters in Public Policy, and a B.A., with honors, in Political Science from U.C. Berkeley.


Amy Borrus is deputy director of the Council of Institutional Investors (CII), a nonprofit, nonpartisan U.S. association of employee benefit funds, state and local entities charged with investing public assets, foundations and endowments, with combined assets in excess of $3 trillion that promotes good corporate governance and strong shareholder rights.

Amy plays a lead role in developing CII strategy, policies on corporate governance and other issues and outreach to stakeholders and policymakers. She manages CII communications and speaks frequently on behalf of CII. Amy has key responsibilities for the content of two conferences annually that draw 400+ attendees. She organizes CII’s forum for governance professionals and its platform for dialog between investors and companies. She also supports CII’s board of directors on strategy and audit matters.

Amy serves on the boards of the CII Research and Education Found and the Sinai Assisted Housing Foundation.

Before joining CII in 2006, she was a correspondent for Businessweek magazine for 25 years, including assignments in London, Tokyo and Washington, D.C. She earned an MSc. in International Relations from the London School of Economics, a B.A. in English and History from the University of Pennsylvania and CFA Institute’s Investment Foundations Certificate.


Claudia H. Allen serves as co-chair of the Corporate Governance practice. She counsels boards, management and investors in public and private companies on corporate governance matters and related issues, such as shareholder activism and engagement, shareholder proposals, defensive measures including shareholder rights plans, takeover preparedness, board/committee process and structure and fiduciary duties. Her practice also encompasses transactional matters, including private and public mergers and acquisitions, and securities matters, including compliance with the Dodd-Frank and Sarbanes-Oxley Acts.

A recognized speaker on corporate governance issues, Claudia has made presentations to the American Bar Association, the Association of Corporate Counsel, Institutional Shareholder Services’ Governance Exchange, the Minority Corporate Counsel Association, the National Investor Relations Institute, the Private Directors Association and the Society of Corporate Secretaries & Governance Professionals. She has also appeared on CNBC’s Power Lunch and Squawk on the Street.

Claudia’s landmark studies of forum selection provisions in charters and bylaws and majority voting in director elections have been widely cited, including by the Securities and Exchange Commission and the Report of the New York Stock Exchange Commission on Corporate Governance. Her informed perspective and depth of knowledge on governance and transactional issues have made her a sought-after commentator and author for publications including The Wall Street JournalThe New York TimesThe Financial TimesThe Washington PostHandelsblattNikkeiThe IndependentThe Harvard Law School Forum on Corporate Governance and Financial Regulation and The Conference Board Governance Center Blog.

Claudia co-chairs the general review task force of the Committee on Corporate Laws of the Business Law Section of the American Bar Association and chaired its task force on public company preferred stock. She also served as chairman of the 30th Annual Ray Garrett Jr. Corporate and Securities Law Institute at Northwestern University Law School.


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


Dixie Johnson represents businesses and individuals in securities enforcement investigations and conducts internal investigations for corporate board committees and companies. As a partner in our Special Matters and Investigations group, Dixie co-leads our Securities Enforcement and Regulation practice. She appears regularly before the SEC, DOJ, FINRA, PCAOB and other federal and state authorities. Since she joined King & Spalding in early 2014, the government has closed almost two dozen investigations without charging Dixie's clients.

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

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

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

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


Elizabeth Murphy is Associate Director (Legal) in the Division of Corporation Finance at the U.S. Securities & Exchange Commission.  She oversees the work of three offices within the Division:  the Office of Rulemaking, Office of Small Business Policy, and Office of Enforcement Liaison.  From 2009 until March 2014, Ms. Murphy served as the Secretary of the Commission, heading the office that prepares, reviews, and maintains records of Commission action and advises the Commission and the SEC staff on administrative practices and procedures.  From 2000 until 2009, she was Chief of the Division of Corporation Finance’s Office of Rulemaking.  In that role, she oversaw teams working on numerous rules, including many required by the Sarbanes-Oxley Act of 2002.

Ms. Murphy first joined the Division in 1986 as an attorney-advisor and was promoted to special counsel in 1987.  She was made a special counsel in the Division’s Office of the Chief Counsel in 1996 and later served as counsel to Commissioner Laura S. Unger.  She also has served as an adjunct professor in the LLM Degree Program at the Georgetown University Law Center. 

She graduated with honors from the University of Virginia in 1982 and received her law degree from the University of Notre Dame in 1985.  She is a member of the Virginia bar.


Jeanette M. Franzel served as Board Member of the Public Company Accounting Oversight Board (PCAOB) from 2012--2018.  PCAOB’s mission is to oversee the audits of public companies and brokers and dealers to protect investors and further the public interest.  As Board Member, Ms. Franzel provided strategic direction and review for all of PCAOB’s programs, including registration and inspections of CPA firms, enforcement, standard-setting, and research and analysis.

Ms. Franzel brought extensive audit experience to the PCAOB after a distinguished career at the U.S. Government Accountability Office (GAO).  She ended her tenure as Managing Director, overseeing all aspects of GAO’s financial audits of the U.S. federal government. From 2008 through 2011, Ms. Franzel’s team provided oversight of the U.S. government’s efforts to stabilize the financial markets and promote economic recovery. 

Ms. Franzel has testified before congressional committees numerous times on issues involving accountability, governance, and internal controls.  

For four years Ms. Franzel was named as one of the “Top 100 Most Influential People” by Accounting Today. She was also the recipient of GAO's Distinguished Service Award, the AICPA's Outstanding CPA in Government Award, and the Association of Government Accountants’ International Achievement Award.

Ms. Franzel holds the following professional certifications: CPA, CIA, CMA and CGFM.


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

Mr. Olson is recognized as one of the nation's foremost authorities on securities, corporate governance and mergers and acquisitions law. He led the Federal Regulation of Securities and Corporate Governance Committees of the ABA Business Law Section and is a longtime member of and advisor to the Section’s Corporate Laws Committee. 

He has been ranked annually as one of the top securities regulation attorneys in the country by Chambers USA, as one of the top lawyers in corporate governance by Who’s Who Legal, and has been named by the International Financial Law Review as a Leading Lawyer in U.S. Mergers & Acquisitions.  In 2013 he was elected to the NACD Directorship Corporate Governance Hall of Fame.  He is the Chair of the American College of Governance Counsel.

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


Keir Gumbs is a partner in the corporate and securities practice at Covington & Burling LLP. Keir started his career at the SEC, where he served for six years - first as a staff attorney, later as a Special Counsel in the Office of Chief Counsel in the SEC’s Division of Corporation Finance and finally as counsel to SEC Commissioner Roel Campos.

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

Representative Matters

At Covington, Keir’s practice is equally distributed into the following three categories:

  • Advising companies, investors and regulated entities with respect to ongoing securities regulatory compliance - including preparing SEC filings, as well as Dodd-Frank and Sarbanes-Oxley developments.
  • Advising boards and investors with respect to corporate governance developments - regarding matters such as board and committee independence, cybersecurity, internal controls, shareholder proposals, proxy access, enhancing political spending disclosures and similar matters.
  • Advising companies and investors on a variety of transactional matters, including securities offerings, crowdfunding, IPOs, mergers, tender offers, share repurchase programs and similar matters.

Representative Clients

  • Corporate clients include large public companies, as well as small newly public or private companies representing a range of industries, including consumer goods, pharmaceuticals, oil and gas and FinTech.
  • Investor clients include the Council of Institutional Investors and CalPERS, as well as private investors and hedge funds.
  • Pro bono clients include faith-based organizations, such as the Interfaith Center for Corporate Responsibility, microfinance organizations, such as Kiva, as well as organizations focused on sustainability and the environment, such as the Center for Responsible Travel.

Honors and Rankings

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


Larry D. Thompson has served on the University of Georgia School of Law’s faculty as the holder of the John A. Sibley Chair of Corporate and Business Law since 2011, noting he was on a leave of absence from June 2012 through 2014. He is presently a member of the Faculty Division of the law school's Dean Rusk International Law Center Council.

Thompson first retired from PepsiCo in May 2011. In June 2012, he rejoined the company as executive vice president, government affairs, general counsel and corporate secretary. His responsibilities included leading PepsiCo’s worldwide legal function, as well as its global government affairs and public policy group and its global citizenship and sustainability team. Thompson again retired from PepsiCo in December 2014.

Thompson has extensive leadership experience in both the public and private sectors. In 2001, Thompson was confirmed by the U.S. Senate as deputy attorney general of the United States. As deputy attorney general, Attorney General John Ashcroft named Thompson in 2002 to lead the Department of Justice’s National Security Coordination Council. Also in 2002, President George W. Bush named Thompson to head the government-wide Corporate Fraud Task Force.

From 1982 to 1986, he served as U.S. attorney for the Northern District of Georgia where he led major political corruption and drug trafficking prosecutions brought by the U.S. Attorney’s Office. As U.S. attorney, Thompson also led the Southeastern Organized Crime Drug Enforcement Task Force.

Thompson has held other significant leadership positions in the public sector. In 1995, he was named independent counsel for the Department of Housing and Urban Development Investigation. In 2000, he was selected by the U.S. Congress to chair the bi-partisan Judicial Review Commission on Foreign Asset Control.

In the private sector, in addition to his leadership roles at PepsiCo, Thompson was a partner in the Atlanta law firm of King & Spalding. He was the founding co-chair of the firm’s special matters and government investigations practice.

Thompson has received numerous awards for his professional achievements, including the Edmund Jennings Randolph Award for outstanding contributions to the accomplishment of the Department of Justice’s mission, the Outstanding Litigator Award from the Federal Bar Association and a Honorary Doctor of Laws degree from Pace University in New York. He has also been recognized by Atlanta’s Gate City Bar Association as a member of its hall of fame.

Thompson is an elected Fellow of the American Board of Criminal Lawyers. In 2014, Ethisphere magazine recognized him by noting that as “the outgoing General Counsel of one of the world’s most well-recognized corporations [Thompson] has set the bar high for GC’s everywhere. [His] background in both public and private sectors earned him the trust and respect of his peers worldwide as he demonstrated how ethics and integrity are essential components of business success.”

In 2004, Thompson served as a Senior Fellow with the Brookings Institution in Washington, D.C.

Thompson speaks and writes frequently on a number of legal topics. His recent publications include:

  • “The Responsible Corporation: Its Historical Roots and Continuing Promise" in 29 Notre Dame Journal of Law, Ethics & Public Policy 199 (2015).
  • “In-sourcing Corporate Responsibility for Enforcement of the Foreign Corrupt Practices Act" in 51 American Criminal Law Review 199 (2014).
  • “Keynote Speech: The Reality of Overcriminalization” in 7 George Mason University Journal of Law, Economics and Policy 577 (2011).

Thompson holds a B.A. from Culver-Stockton College in Canton, Missouri, a M.A. from Michigan State University and a law degree from the University of Michigan.


LAWRENCE A. HAMERMESH is Professor Emeritus at Widener Law Delaware, where he taught business organizations, securities regulation, and professional responsibility. He is currently Executive Director of the Institute for Law and Economics at the University of Pennsylvania Law School. A graduate of Haverford College (1973) and Yale Law School (1976), he practiced law with Morris, Nichols, Arsht & Tunnell, in Wilmington, Delaware from 1976 to 1994.

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

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

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


Lillian Brown is a partner in the Transactional and Securities Departments and a member of the Corporate Practice Group. Ms. Brown advises clients, including public companies and their boards, on federal securities law compliance and corporate governance matters. She has extensive experience in SEC reporting and disclosure requirements, shareholder proposal and proxy matters, the federal securities laws relevant to control-related transactions, proxy access and shareholder activism and engagement. Ms. Brown regularly counsels public company clients on new and evolving disclosure and governance requirements and practices, including under the Dodd-Frank and JOBS Acts. Ms. Brown works with a diverse range of companies, from Fortune 500 to private companies, spanning multiple industries including financial services, technology, entertainment, consumer products, security, biotechnology and retail.

Learn more about Ms. Brown's practice and how she can support your startup on WilmerHaleLaunch.com

Past Experience

Ms. Brown joined the firm in 2013, after having worked at the Securities and Exchange Commission (SEC) in the Division of Corporation Finance since 1999. In her time at the SEC, Ms. Brown served as Senior Special Counsel to the Director of the Division of Corporation Finance, working directly with three different Directors. In this role, she advised on significant technical and policy matters, supervised and participated in numerous rulemakings and other projects and worked closely on legislative and other intergovernmental matters. Ms. Brown played a key role in rulemaking and other implementation efforts related to the Dodd-Frank Act and the JOBS Act.

Between 2002 and 2005, Ms. Brown was a Special Counsel in the Office of Mergers and Acquisitions in the Division of Corporation Finance, and from 1999 to 2002 she was an Attorney-Advisor in Disclosure Operations in the Division of Corporation Finance.

Professional Activities

Ms. Brown serves as Vice Chair of the American Bar Association's Federal Regulation of Securities Committee Subcommittee on Proxy Statements and Business Combinations. She is also a member of the NASDAQ Hearings Panel and the Society of Corporate Secretaries and Governance Professionals. Ms. Brown previously served as an elected member on the DC Bar's Corporation, Finance and Securities Law Steering Committee from 2014–2017.

Ms. Brown is a frequent speaker and author on corporate governance and SEC reporting and disclosure-related topics.

Community Involvement

Ms. Brown is Vice Chair of the Capitol Hill Day School Board of Trustees.

Honors & Awards

Ms. Brown is the recipient of the SEC’s 2010, 2006 and 2003 Law and Policy Award and the 2007 Paul R. Carey Award.


Mark J. Gentile focuses his practice on advising corporations, officers, directors, board committees and stockholders in connection with mergers and acquisitions, divestitures, recapitalizations and corporate governance issues. He is a director in the firm’s Corporate Department and a member of the department’s Corporate Advisory Group.

A frequent speaker at corporate law seminars, Mr. Gentile is the author of numerous articles on aspects of Delaware corporate law. He is an appointed member of the American Bar Association’s Committee on Corporate Laws.

Recent Representative Experience

  • Represented Allergan, Inc. in connection with (i) successful defense of $45.7 billion unsolicited hostile tender offer by Valeant Pharmaceuticals and proxy contest led by Pershing Square, and (ii) $66 billion sale to Actavis PLC
  • Represented Reynolds American Inc. in its acquisition of Lorillard, Inc. for $27.4 billion, and in related $7.1 billion divestiture to Imperial Tobacco Group and $4.7 billion investment by British American Tobacco
  • Represented Dell Inc. in $24.9 billion transaction whereby Michael Dell and other investors took Dell private
  • Represented GECC in connection with formation of SYNCHRONY FINANCIAL and its $2.8 billion IPO
  • Represented the special committee of Dole Food Co. in connection with Dole’s going-private that valued Dole at approximately $1.6 billion
  • Represented the special committee of the board of directors of Crown Media Holdings, Inc. in connection with $1.4 billion recapitalization, upheld after trial as entirely fair by the Delaware Court of Chancery and as affirmed by the Delaware Supreme Court (S. Muoio & Co., LLC v. Hallmark Entertainment Investments Co.)
  • Represented the board of directors of Selectica, Inc. in connection with triggering of poison pill, upheld by the Delaware Court of Chancery after trial and as affirmed by the Delaware Supreme Court (Versata Enters., Inc. v. Selectica, Inc.)
  • Represented the special committee of the board of directors of California Pizza Kitchens Inc. in connection with $470 million acquisition by an affiliate of Golden Gate Capital
  • Represented the independent directors of Marvel Entertainment, Inc. in connection with $4 billion acquisition by The Walt Disney Company
  • Represented the independent directors of On2 Technologies in connection with $110 million acquisition by Google Inc.
  • Represented the board of directors of Dynegy, Inc. in connection with potential acquisition by The Blackstone Group and Icahn Enterprises

Professional Recognition

  • Chambers USA, since 2005
  • The Best Lawyers in America, since 2008
  • Super Lawyers, since 2008
  • Lawdragon 500, The Leading Lawyers in America
  • Delaware Today Top Lawyer, Corporate Law, 2014, 2013
  • Best Lawyers’ 2014 Delaware Corporate Governance Lawyer of the Year
  • Who’s Who Legal, since 2008

Leadership

  • Fellow, American College of Governance Counsel
  • American Bar Association, Business Law Section, Committee on Federal Regulation of Securities
  • Planning Committee, Tulane Corporate Law Institute


Martin Dunn is senior of counsel based in Morrison & Foerster’s Washington, D.C. office. Prior to his career in private law, Mr. Dunn spent 20 years at the U.S. Securities and Exchange Commission, having served as Chief Counsel, Deputy Director and Acting Director of the SEC’s Division of Corporation Finance, as a highly respected counselor to public companies. Mr. Dunn “is an immensely respected regulatory expert… He provides high-end securities counseling on regulatory compliance and transactional matters.” as noted in Chambers USA.

Fortune 500 clients turn to Mr. Dunn for his skillful counsel on critical issues they face. He offers a unique insider's perspective and clients admire his ability to apply practical guidance to situations that they face every day. He provides guidance on corporate governance and securities laws to newly formed publicly traded companies as well as to established ones. Mr. Dunn counsels companies through the public offering process, including compliance with the SEC requirements and responses to SEC comments.

In his role with the SEC, Mr. Dunn supervised the Corporation Finance Division’s Offices of Chief Counsel, Chief Accountant, Mergers and Acquisitions, International Corporate Finance, Rulemaking, Small Business and Enforcement Liaison. He oversaw many of the SEC’s most significant initiatives on disclosure, governance and capital-raising, including reforming the securities offering process, updating Rule 144, implementing the Sarbanes-Oxley Act, adopting the plain English requirements for prospectuses, implementing electronic proxy delivery, and easing exempt and registered capital formation for small businesses.

Mr. Dunn is top ranked by Chambers USA in the area of Securities Regulation: Advisory, noting that he is a “‘preeminent securities lawyer’ and a ‘true expert’ in the field when it comes to advising on SEC regulation and corporate governance issues” (Chambers USA 2016). He has also been named a recommended lawyer by Legal 500 US for Capital Markets in Debt Offerings, Equity Offerings and High-Yield Offerings and is recognized by Who’s Who Legal: M&A and Governance 2016 as a Corporate Governance Lawyer. During his career at the SEC, he was the recipient of numerous awards, such as the SEC Capital Markets Award, SEC Regulatory Award, SEC Law and Policy Award, SEC Chairman’s Award for Excellence, and the Federal Bar Association’s Philip A. Loomis, Jr. Award.

Mr. Dunn is frequently sought after to speak, write and comment on securities law topics. He is co-editor of the widely read newsletter, The Corporate Counsel a premier publication in the field. He is on the Executive Committee of the Northwestern University School of Law’s Securities Regulation Institute, a past Chair of the Northwestern University School of Law’s Ray Garrett Jr. Corporate and Securities Law Institute, and the University of Texas School of Law’s Conference on Securities Regulation and Corporate Law, and has been on the faculty of the ALI CLE’s Regulation D and Private Placements Conference for more than 20 years. Mr. Dunn also speaks frequently as a member of the faculty of the Practicing Law Institute.

Mr. Dunn is Co-Chair of the Nasdaq Listing and Hearing Review Council and he has been an adjunct professor at Georgetown University Law Center and the University of Maryland School of Law.


Richard H. Walker is a member of King & Spalding, specializing in crisis management, cross-border government investigations and complex financial litigation, litigation assessment, corporate governance and compliance issues.

Mr. Walker retired from Deutsche Bank in 2016 after over 14 years, during which time he served in the roles of Vice Chairman, General Counsel and a member of the Group Executive Committee at different times.

Prior to joining Deutsche Bank, Mr. Walker served as the Director of the Division of Enforcement of the United States Securities and Exchange Commission from April 1998 to September 2001. For over two years prior to his appointment to that position, Mr. Walker served as the Commission’s General Counsel. He is the only person in the agency’s history to have served in both of these senior roles. Prior to his appointment as General Counsel, Mr. Walker was the Regional Director of the Commission’s Northeast Regional Office from 1991 through 1995.

Mr. Walker was awarded the Presidential Rank Distinguished Service Award in 1997 -- the highest federal award for government service. He also received the Commission’s Distinguished Service Award in 2000 and the Chairman’s Award for Excellence under both Chairman Levitt in 2000 and Chairman Breeden in 1992. In 1997, he was awarded the Commission’s Law and Policy Award in recognition of his participation in the government’s victory in U.S. v. O’Hagan, in which the United States Supreme Court upheld the misappropriation theory of insider trading.

Prior to joining the Commission, Mr. Walker spent 15 years in the New York office of Cadwalader, Wickersham & Taft, where he was a litigation partner specializing in corporate, securities, and commercial litigation. From 1975 to 1976, Mr. Walker served as law clerk to the Honorable Collins J. Seitz, former Chief Judge of the United States Court of Appeals for the Third Circuit. Mr. Walker is a 1972 Phi Beta Kappa graduate of Trinity College. In 1975, he was awarded his J.D. degree, cum laude, by Temple Law School, where he served as Editor-in-Chief of the Temple Law Quarterly.

Mr. Walker is a Trustee Emeritus of The American Folk Art Museum, former Co-Chair of The American Friends of Bucerius and a member of the Board of Directors of Pro Bono Partnership. He previously was a member of the Board of Directors of MBIA, Inc. (2006-2008) and served on the NYSE Legal Advisory Committee (2001-2005). He is also a member of Temple University Beasley School of Law Board of Visitors and served as a member of Trinity College Board of Fellows.

Mr. Walker is a frequent lecturer on banking, securities and corporate governance topics and is currently an adjunct professor at the University of Pennsylvania Law School where he is co-teaching a course in crisis management in the 2017 Fall semester.


Sandra L. Flow is a partner based in the New York office.

Ms. Flow's practice focuses on capital markets and corporate governance.  She has represented both U.S. and international issuers, as well as underwriters, in a variety of SEC-registered and private securities offerings, as well as domestic and cross-border listings.  She has also participated in the development of new financial instruments and related offerings.  Ms. Flow's corporate governance practice includes advising companies on a wide range of governance and disclosure issues, including compliance with the Sarbanes-Oxley Act and listing standards of the NYSE and Nasdaq.  She has also advised a number of companies on issues relating to financial statement restatements.

Ms. Flow has been recognized as a "leading lawyer" for capital markets by the IFLR 1000:  The Guide to the World’s Leading Law Firms and distinguished for her capital markets practice by The Legal 500 U.S.

Ms. Flow frequently speaks on corporate governance and capital markets matters. She is a Co-Chair of the Practicing Law Institute’s program on Annual Disclosure Documents.  She has also served as a consulting editor of and contributor to The NYSE IPO Guide (2nd Ed., Caxton, 2013) and co-authored “Mixing Meat and Minerals on Compelled Commercial Speech” on Law360 (Sept. 2015) and "Not Just Financial Reform: Dodd-Frank's Executive Compensation & Governance Requirements" in The Corporate Governance Advisor (Aspen, September/October 2010).

Ms. Flow is a member of the Bar in New York.  She is a former Chair of the Committee on Securities Regulation of the New York City Bar Association and is Chair of the Board of the Public Interest Law Foundation at Columbia, Inc.


Tom Cole is a partner in Sidley’s Chicago office. He joined the firm upon graduation from The University of Chicago Law School in 1975 and became a partner in 1981. For 15 years ended in April 2013, he served as chair of the firm’s Executive Committee, the committee that exercises general authority over the affairs of the firm. In April 2014, he stepped down as a member of the Executive Committee (on which he had served since 1987) and as a member of the firm's Management Committee (on which he had served since 1988).  Throughout his tenure in firm leadership (and afterward), he has maintained a robust practice on behalf of clients.

Mr. Cole focuses his practice on public company mergers and acquisitions and corporate governance. Mr. Cole is consistently recognized by Chambers USA and Chambers Global, including in their most recent editions. In 2001, Mr. Cole was recognized by Chambers Global as one of the 26 U.S. lawyers included in its list of the “Global 100 Lawyers”—“lawyers who stand out from their colleagues and are recognized internationally.” He was designated an M&A “Dealmaker of the Year” for 2007 by The American Lawyer. He was selected for BTI Consulting’s “Client Service All-Star” team in 2008, 2011 and 2014. In 2010 and 2013, he was named to “The Directorship 100,” the NACD’s list of “the most influential people in the boardroom community.”

Corporate governance assignments have included advising public company boards and their standing and special committees on a variety of subjects, including shareholder activism and proxy contests. For the five years ended 1998 and beginning again in 2013, he has taught the seminar on corporate governance at The University of Chicago Law School. Mr. Cole taught the same seminar at Harvard Law School during the Spring Semester of 2015.

He has been involved in approximately 60 announced public company mergers, spin-offs and takeover defenses.

Mr. Cole has been active in many civic, charitable and professional organizations.  He is currently a member of the Board of Trustees of The University of Chicago.  He served as Chairman of the Boards of Northwestern Memorial Healthcare and Hospital.  He is a former co-chair of the Tulane Corporate Law Institute and former chair of Northwestern’s Garrett Corporate and Securities Law Institute.


Brian Croteau is a Partner in the National Quality Organization of PricewaterhouseCoopers LLP’s (PwC) Assurance Practice. Prior to rejoining the Firm in 2017, he served for over six years as the Deputy Chief Accountant of the Professional Practice Group within the Office of the Chief Accountant (OCA) at the U.S. Securities and Exchange Commission (SEC) in Washington, DC. Brian has also previously served as a Senior Associate Chief Accountant in OCA from 2004 to 2007.

In his current role within PwC’s Auditing Services, Methodology and Tools group, Brian assists in leading and supporting the Firm’s national office efforts focused on audit quality. In his roles since joining the Firm in 1993, he has managed the audits of public and private companies, performed consultations with engagement teams on complex and judgmental auditing and internal control matters, and supported quality initiatives, including development and implementation of Firm audit policy and guidance. He also has participated in various Firm audit training initiatives and had active roles in the Firm’s input to PCAOB, AICPA, and IAASB audit standard-setting activities. Additionally, he has been active on numerous task forces of the AICPA and the Center for Audit Quality.

In his work at the SEC, Brian played a key role in the Commission’s oversight of the activities of the Public Company Accounting Oversight Board (PCAOB), managed the resolution of auditor independence issues and ethical matters, and monitored audit and independence standard setting internationally. He also provided advice and developed positions on issues related to performance of audits, including auditor independence, and management and auditor assessments of internal control over financial reporting that were referred to the OCA due to their complexity or policy implications.

Brian is a Certified Public Accountant and he is a member of the AICPA. Brian earned his B.B.A. in accounting from the University of Massachusetts at Amherst. He was named 2007 accounting alumnus of the year of the UMass-Amherst Isenberg School of Management.


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.  She has been a corporate governance leader throughout her career at Sara Lee Corporation, Pfizer, Inc. and J.P. Morgan & Co., Inc. She is admitted to the New York, Illinois, Pennsylvania, and New Jersey (In-house) Bars.  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 many contributions to the Society of Corporate Secretaries and Governance Professionals is evidenced by her leadership roles as former Chairman, former director, former Chair of the Securities Law Committee, and former Treasurer.

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 the Linda Quinn Lifetime Achievement Award from TheCorporateCounsel.net.

Ms. Foran received her B.A., magna cum laude, and J. D. degrees from the University of Notre Dame.


David A. Kane leads the Americas Professional Practice Group at Ernst & Young LLP. He leads EY’s National Office, including its accounting, auditing, and U.S. Securities and Exchange Commission reporting groups. In addition, he oversees the quality and risk management activities of the firm’s assurance practice. Mr. Kane has been with the firm for more than 23 years, during which he has served clients in the financial services and private equity industries and led the firm’s technical thought leadership and industry-related activities. Mr. Kane was previously a Professional Accounting Fellow in the Office of the Chief Accountant of the U.S. Securities and Exchange Commission.


Douglas Maine is a Limited Partner and Senior Advisor for Brown Brothers Harriman (BBH), a 200 year old investment bank.  In this role, he primarily works with the BBH Private Equity and Corporate Advisory units and serves on the Board of Directors for three BBHCP portfolio companies.  Additionally, he is a Director, Chairman of the Audit Committee and a member of the P&C Committee for aerospace and defense company Orbital-ATK Inc.  He is a Director, Chairman of the Audit Committee and a member of the N&G Committee for software company BroadSoft, Inc. He is a Director and member of the Audit and N&G Committees for specialty chemical company Albemarle, Inc.  Among several non-profit Boards where Maine is a Director, he serves on the PCAOB - Standing Advisory Group.  Maine is retired from IBM where he served as Chief Financial Officer and held other senior level executive positions from 1998 - 2005.  Prior to IBM he was with MCI (now merged with Verizon) for twenty years, serving as Chief Financial Officer from 1991 - 1998.


Erich T. Schwartz joined Skadden in 2001 after serving as assistant director of the Division of Enforcement at the Securities and Exchange Commission (SEC). He concentrates his practice in the defense of securities enforcement matters and compliance counseling. He represents public companies; public accounting firms; broker-dealers and investment advisers; and their officers, directors and employees in investigations by the SEC and other regulatory authorities.

Mr. Schwartz handles high-profile internal investigations of conduct that raise potential regulatory issues, including accounting and disclosure issues, insider trading and Foreign Corrupt Practices Act matters, among others. He counsels his clients on strategies for avoiding such issues, including preventative and remedial measures. Additionally, Mr. Schwartz is experienced in complex representations that involve parallel investigations by the SEC, the Department of Justice (DOJ), state regulators or FINRA, as well as related private litigation.

Illustrative public representations include:

  • Herbert Steffen, a former senior executive at Siemens Aktiengesellschaft, in the defense of Foreign Corrupt Practices Act claims by the SEC, in which Mr. Schwartz obtained a full dismissal of the SEC’s claims on jurisdictional grounds;
  • The NASDAQ Stock Market, Inc. in an investigation of the performance of self regulatory responsibilities, which was resolved through the issuance of a report of investigation;
  • Research In Motion Limited, and the company’s audit committee, in connection with stock option granting practices and a related SEC investigation, which the company resolved without monetary penalty;
  • SCOR SE in the settlement of an SEC investigation into an alleged fraudulent accounting scheme for certain nontraditional insurance and reinsurance transactions by an entity that SCOR had subsequently acquired. SCOR achieved a settlement in which a subsidiary consented to a cease-and-desist order that involved no monetary remedies; and Erich T. Schwartz Partner Skadden, Arps, Slate, Meagher & Flom LLP SEC Compliance and Enforcement Matters www.skadden.com (continued)
  • Symmetry Medical Inc.’s audit committee in an internal investigation of alleged accounting irregularities at Symmetry’s operating unit in Sheffield, U.K. Mr. Schwartz subsequently represented the company in its settlement with the SEC. The settlement was achieved with no fraud charge against the company; nor was any civil penalty or other financial obligation imposed on Symmetry.

The best outcome in the defense of a securities enforcement investigation is in persuading the regulators not to take any enforcement action. Mr. Schwartz recently obtained such outcomes after a preliminary decision has been made to proceed in investigations of a mutual fund portfolio manager and a hedge fund manager with regard to portfolio valuation and disclosure issues, among others.

Before joining Skadden, Mr. Schwartz practiced for 15 years at the SEC, including as assistant director of the Division of Enforcement from 1994 through 2001. In that capacity, Mr. Schwartz directed securities enforcement investigations, civil litigation of securities claims and parallel investigations with criminal prosecutors concerning accounting fraud, improper audits, auditor independence, insider trading, market manipulation, offering fraud, false disclosures, and violations by brokers-dealers and investment advisers. Mr. Schwartz also organized an enforcement branch at the SEC that concentrated on investigating securities fraud conducted over the Internet.

Mr. Schwartz writes and speaks frequently on a wide range of securities law enforcement topics. He also served as an adjunct professor at the George Washington University Law School, where he taught securities regulation.

Mr. Schwartz repeatedly has been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business and The Best Lawyers in America.

Mr. Schwartz serves on the advisory committee of the Skadden Fellowship Foundation.


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

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

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


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 corporate governance matters, public reporting and disclosure obligations, public financings and restatements and other financial crises.

John is a member of the Standing Advisory Group (SAG), which advises the Public Company Accounting Oversight Board (PCAOB). He has also served on the Financial Accounting Standards Advisory Council (FASAC), which advises the Financial
Accounting Standard Board (FASB). He is a member of the Board of Trustees and the Audit Committee of both the Practising Law Institute and the Securities and Exchange Commission Historical Society. He served three years on the New York Stock
Exchange's Legal Advisory Committee, four years as Chairman of the Securities Regulation Institute and five years as Co-chair of PLI's Annual Institute on Securities Regulation.

John was selected in 2014 and 2015 by the National Association of Corporate Directors (NACD) as one of 100 "most influential people in the boardroom and corporate governance community".

 


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


Steven Pantina has a broad array of experience in the fields of corporate governance, M&A and shareholder activism. Mr. Pantina has advised numerous Fortune 500 companies on matters relating to annual and special meetings, mergers, tender offers, activism preparedness/defense and corporate actions. He has been a contributing author to a variety of different publications, including the Society of Corporate Secretaries and Governance Professionals’ “Manual for Solicitation of Proxies” and The Conference Board’s “Shareholder Activism Report: Best Practices and Engagement Tools for Public Companies.” Mr. Pantina joined Morrow Sodali LLC as a Senior Managing Director in September 2016. Prior to joining Morrow Sodali, Mr. Pantina served as a Senior Managing Director and Head of Proxy Research team at Georgeson Inc. Mr. Pantina is a member of the American Bar Association, holds a Bachelor’s degree from Rider University and a Juris Doctorate from Seton Hall University School of Law.