Brian V. Breheny is a partner and leads the SEC Reporting and Compliance practice for Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates In Washington, DC. He concentrates his practice in the areas of mergers and acquisitions, corporate governance, and general corporate and securities matters and advises numerous clients on a full range of SEC reporting, compliance and corporate governance matters, including advising clients on compliance with the provisions of the Dodd-Frank Act, the SEC’s tender offer rules and regulations, and the federal proxy rules.
Mr. Breheny is a member of Skadden’s Policy Committee, which is the firm’s highest governing body, and also serves as co-chair of Skadden’s global Diversity Committee.
Prior to joining Skadden in 2010, Mr. Breheny held a number of leadership positions in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. He began as Chief of the SEC’s Office of Mergers and Acquisitions in July 2003, and in November 2007 he became Deputy Director, Legal and Regulatory Policy.
In his position as Chief of the Office of Mergers and Acquisitions, Mr. Breheny oversaw the legal and technical aspects of the administration of the Securities Act of 1933 as it related to tender offers and mergers; the proxy, beneficial ownership reporting, tender offer and going-private provisions of the Securities Exchange Act of 1934; and the rules, regulations, forms and procedures promulgated to implement these statutory provisions. As Deputy Director, he was a member of the senior staff of the commission with responsibility for the division’s legal and regulatory policy support offices (chief counsel, chief accountant, mergers and acquisitions, international corporate finance, rulemaking, small business policy and enforcement liaison).
Before joining the SEC, Mr. Breheny worked at another international law firm in its New York and London offices. During his previous seven years in private practice, he advised clients engaged in a broad range of merger and acquisition transactions, securities issuances, private equity investments, banking and public financings, fund formations and corporate reorganizations. Mr. Breheny began his career as a Certified Public Accountant with KPMG LLP.
Mr. Breheny has served as a member of the board of directors of the Society for Corporate Governance, currently serves as chair of the Society's diversity taskforce and has repeatedly been recognized by the National Association of Corporate Directors as part of its Directorship 100, a list of the most influential people in and around the boardroom. He has lectured extensively on topics such as mergers and acquisitions, corporate governance and the federal proxy rules, and shareholder voting. Mr. Breheny also has served as an adjunct securities law faculty member at the Georgetown University Law Center and Howard University School of Law.
Jerry Silk's practice focuses on representing institutional investors on matters involving federal and state securities laws, accountants' liability, and the fiduciary duties of corporate officials, as well as general commercial and corporate litigation. He also advises creditors on their rights with respect to pursuing affirmative claims against officers and directors, as well as professionals both inside and outside the bankruptcy context.
Jerry is a member of the firm's Executive Committee. He also oversees the firm's New Matter department in which he, along with a group of attorneys, financial analysts and investigators, counsels institutional clients on potential legal claims. In December 2014, Jerry was recognized by The National Law Journal in its inaugural list of “Litigation Trailblazers & Pioneers” — one of several lawyers in the country who have changed the practice of litigation through the use of innovative legal strategies — in no small part for the critical role he has played in helping the firm’s investor clients recover billions of dollars in litigation arising from the financial crisis, among other matters.
In addition, Lawdragon magazine, which has named Jerry one of the "100 Securities Litigators You Need to Know," one of the "500 Leading Lawyers in America," and one of America's top 500 "Rising Stars" in the legal profession, also profiled him as part of its “Lawyer Limelight” special series, discussing subprime litigation, his passion for plaintiffs’ work and the trends he expects to see in the market. Recognized as one of an elite group of notable practitioners, Chambers USA’s ranked Jerry nationally “for his expertise in a range of cases on the plaintiff side.” He is also named as a "Litigation Star" by Benchmark, is recommended by the Legal 500 USA guide in the field of plaintiffs’ securities litigation, and has been selected by Thomson Reuters as a Super Lawyer every year since 2006.
In the wake of the financial crisis, he advised the firm's institutional investor clients on their rights with respect to claims involving transactions in residential mortgage-backed securities (RMBS) and collateralized debt obligations (CDOs). His work representing Cambridge Place Investment Management Inc. on claims under Massachusetts state law against numerous investment banks arising from the purchase of billions of dollars of RMBS was featured in a 2010 New York Times article by Gretchen Morgenson titled, "Mortgage Investors Turn to State Courts for Relief."
Jerry also represented the New York State Teachers' Retirement System in a securities litigation against the General Motors Company arising from a series of misrepresentations concerning the quality, safety, and reliability of the Company's cars, which resulted in a $300 million settlement. He was also a member of the litigation team responsible for the successful prosecution of In re Cendant Corporation Securities Litigation in the District of New Jersey, which was resolved for $3.2 billion. In addition, he is actively involved in the firm's prosecution of highly successful M&A litigation, representing shareholders in widely publicized lawsuits, including the litigation arising from the proposed acquisition of Caremark Rx, Inc. by CVS Corporation — which led to an increase of approximately $3.5 billion in the consideration offered to shareholders.
Jerry lectures to institutional investors at conferences throughout the country, and has written or substantially contributed to several articles on developments in securities and corporate law, including his most recent article, "“SEC Statement On Emerging Markets Is A Stunning Failure,” which was published by Law360 on April 27, 2020.
He has also been a commentator for the business media on television and in print. Among other outlets, he has appeared on NBC’s Today, and CNBC’s Power Lunch, Morning Call, and Squawkbox programs, as well as being featured in The New York Times, Financial Times, Bloomberg, The National Law Journal, and the New York Law Journal.
Michael Coco is Chief of the Office of International Corporate Finance (OICF) in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. A member of OICF since 2002, Mr. Coco’s work includes representing the Division on the International Organization of Securities Commissions’ (IOSCO) Committee on Issuer Accounting, Audit and Disclosure. He has spoken on SEC developments in international corporate finance at a number of international conferences and has provided foreign governments with technical assistance on securities regulation. Mr. Coco joined the staff of the Division of Corporation Finance in 1998.
Before joining the SEC, Mr. Coco worked in Moscow as a consultant in the defense sector. He previously worked with the European Parliament in Brussels, and edited a book on European military involvement in post-colonial Africa. He is fluent in French and Italian.
Mr. Coco is a graduate of the University of Virginia School of Law, where he was an editor of the Virginia Journal of International Law. He received his B.S. from the Georgetown University School of Foreign Service, an M.A. from the Columbia University School of International and Public Affairs, and a certificate in political studies from SciencesPo (Paris).
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.
Andrew J. Ceresney is a partner in the New York office and Co-Chair of the Litigation Department.
Mr. Ceresney represents public companies, financial institutions, asset management firms, accounting firms, boards of directors, and individuals in federal and state government investigations and contested litigation in federal and state courts. Mr. Ceresney has many years of experience prosecuting and defending a wide range of white collar criminal and civil cases, having served in senior law enforcement roles at both the United States Securities and Exchange Commission and the U.S. Attorney’s Office for the Southern District of New York. Mr. Ceresney also has tried and supervised many jury and non-jury trials and argued numerous appeals before federal and state courts of appeal.
Mr. Ceresney is ranked in the top band for Securities Enforcement by Chambers USA (2019) where he is lauded by fellow practitioners and clients as “knock-your-socks-off impressive” and “incredibly strategic.” He is praised for being a “marquee name” in the market with a “compendious knowledge of the facts” and an “extraordinary memory.” He is also recognized by Chambers USA (2019) as a leading practitioner in White Collar Crime and Criminal Defense, where clients credit his “unparalleled industry experience” and ability to deliver “strategic insights we’ve not received from other firms.”
Mr. Ceresney has also been similarly recognized by The Legal 500 US (2018).
Prior to rejoining Debevoise in 2017, Mr. Ceresney served for nearly four years as the Director of Enforcement at the SEC under Chair Mary Jo White. In that role, he oversaw approximately 1,400 SEC personnel, supervising law enforcement efforts in 12 offices throughout the country, including matters related to financial reporting and accounting, asset management, insider trading, market structure, and the Foreign Corrupt Practices Act (FCPA). Under his leadership, the Division brought a record number of cases, including pathbreaking and significant cases across the entire spectrum of the securities industry. Mr. Ceresney also helped broaden the use of the SEC’s analytical tools to detect and investigate financial misconduct, while enhancing the Enforcement Division’s litigation capacity and improving morale. As Director of Enforcement, Mr. Ceresney worked closely with the high-level leadership of other regulators, including the Department of Justice, many U.S. Attorney’s offices, CFTC, New York Attorney General, New York Department of Financial Services, FINRA and CFPB.
Prior to joining the SEC in 2013, Mr. Ceresney Co-Chaired the White Collar & Regulatory Defense Group at Debevoise. During that time, he represented various financial institutions, accounting firms, companies and individuals, including a major financial institution in investigations and litigation relating to origination, securitization and servicing of mortgages. Mr. Ceresney played an integral role in negotiating the historic $25 billion national mortgage settlement between the federal government, 49 state attorneys general and some of the country’s largest banks. His practice focused on a wide range of issues, including securities-related and money laundering for financial institutions, and investigations and civil matters relating to accounting fraud, FCPA, valuation issues, complex financial instruments, insider trading and disclosure issues. He also handled matters involving the pharmaceutical industry, including government investigations of promotional practices and class action litigation.
Prior to joining Debevoise in 2003, Mr. Ceresney served as a Deputy Chief Appellate Attorney in the U.S. Attorney’s Office for the Southern District of New York. During his tenure at the U.S. Attorney’s Office, Mr. Ceresney was a member of the Securities and Commodities Fraud Task Force and the Major Crimes Unit and handled numerous white collar criminal investigations, trials and appeals, including matters relating to securities fraud, mail fraud, money laundering, public corruption and obstruction of justice.
Mr. Ceresney served as a law clerk to the Hon. Dennis Jacobs, formerly Chief Judge of the U.S. Court of Appeals for the Second Circuit from 1997 to 1998; and the Hon. Michael B. Mukasey, formerly Chief Judge of the U.S. District Court for the Southern District of New York, from 1996 to 1997. Mr. Ceresney received his J.D. in 1996, from Yale Law School, where he was essays editor of the Yale Law Journal. He obtained his B.A. summa cum laude Phi Beta Kappa, from Columbia University in 1993.
Mr. Ceresney is a member of the Board of Advisors of the Yale Law School Center for the Study of Corporate Law.
Antonia Stolper is the Latin America Regional Managing Partner and a member of Shearman & Sterling’s Capital Markets-Americas practice group. Ms. Stolper’s practice focuses primarily on corporate finance transactions in emerging markets. Her practice focuses on debt and equity securities offerings for Latin American corporate and sovereign issuers, representing both underwriters and issuers, and on restructuring transactions in Latin America, representing issuers, dealer managers and creditors. In addition, she advises a number of Latin American issuers on their ongoing SEC reporting requirements and corporate governance matters. Ms. Stolper also advises the Climate Bonds Initiative pro bono on establishing standards for financing the transition to a low carbon economy. Ms. Stolper is also Vice- Chair of the Cyrus R. Vance Center of the New York City Bar Association, promoting pro bono work by private lawyers in Latin America and working with lawyers throughout the region on promoting the status of women in the legal profession. Recent transactions include debt offerings for AES Gener, Intercorp Peru Ltd., COFIDE, Republic of Peru and Province of Buenos Aires and equity IPOs for Elementia and FIBRA Prologis.
Ms. Stolper is currently ranked Band 1 in Latin America-wide Capital Markets Chambers Latin America and Band 1 in Latin American Investment in Chambers Global. She was named one of the National Law Journal’s Outstanding Women Lawyers in 2015 and selected by Latinvex in 2015 as among Latin America’s top 50 female lawyers.
Audra Cohen is co-Managing Partner of the Firm’s General Practice Group globally and serves as a co-head of the Firm’s Consumer & Retail and Power and Utility Groups. She has extensive experience representing clients on a broad range of merger and acquisition transactions, including public company mergers, private company transactions and spinoffs, and advising boards of directors on corporate governance and activism matters. As an active member of the Firm’s management and administration, Ms. Cohen also serves on the Firm’s Diversity Committee.
Selected clients include: Adient, Andeavor, AT&T, Avon Products, C&S Wholesale Grocers, Collective Brands, Connecticut Water Service, Diageo, Dynegy, Intercontinental Exchange, Kraft Foods Group, LSC Communications, NBTY, Panera Bread, Pepco, Quality Care Properties, Riverstone Holdings and Pattern Energy Group Holdings 2 LP, Ron Shaich, RR Donnelley & Sons, Wachovia Corporation and ZF Friedrichshafen.
Selected Publications and Speaking Engagements
George Washington Law School, J.D. 1992
University of Washington, B.A. 1989
Brian L. Schorr is a Partner and has been Chief Legal Officer and a member of the investment team of Trian Fund Management, L.P. (Trian Partners) since inception in November 2005. Mr. Schorr oversees Trian Partners’ legal and regulatory matters related to Trian and its investment portfolio. Trian Partners is an alternative investment management firm based in New York City. He also serves as a member of Trian’s ESG working group. Trian Partners manages capital for institutional investors, including pension plans, endowments/foundations, banks, insurance companies, sovereign wealth funds, funds of funds and family offices. Trian is an active and engaged shareowner that seeks to work closely with the management and boards of directors of those companies in which it invests to enhance shareholder value through a combination of strategic redirection, improved operational execution, more efficient capital allocation and stronger focus. From June 1994 through June 2007, he served as Executive Vice President and General Counsel of Triarc Companies, Inc. (now known as The Wendy’s Company), a NYSE-listed company with multiple operating businesses.
Prior to joining Triarc, Mr. Schorr was a partner of Paul, Weiss, Rifkind, Wharton & Garrison, specializing in mergers and acquisitions, securities regulation and corporate finance. Mr. Schorr is a Trustee of the New York University School of Law, a Trustee Emeritus of Wesleyan University, a Director of Lawyers for Children, Inc. and a former Chair of the Corporation Law Committee of The Association of the Bar of the City of New York. Mr. Schorr was the Co-Chair of the Joint Bar Association Drafting Committee of the New York Limited Liability Company Law and is the author of Schorr on New York Limited Liability Companies & Partnerships. In addition, Mr. Schorr serves on the Council of Institutional Investors (CII) Corporate Governance Advisory Council and on the Board of Advisors of the New York University School of Law Institute for Corporate Governance and Finance. In March 2019, Mr. Schorr was appointed as an adviser to the American Law Institute’s (ALI) Restatement of the Law, Corporate Governance. He previously served on the National Association of Corporate Directors (NACD) Blue Ribbon Commission on Strategy Development (2014). Mr. Schorr was named by The Legal 500 (U.S. GC Powerlist), as one of the country's leading and most influential corporate counsel (2019). In addition, Trian’s Legal Department has been named by The Legal 500 (GC Powerlist) as one of the most influential and innovative in-house legal teams in the United States (2015).
Mr. Schorr received a J.D. from the New York University School of Law and graduated from Wesleyan University with a B.A. from the College of Social Studies, magna cum laude, with honors and an M.A. in History.
Catherine Dixon is a partner in Weil’s Washington, D.C. office and a recognized authority on the federal securities laws, as amended over the past decade by the JOBS Act of 2012, the Dodd-Frank Act of 2010 and the Sarbanes-Oxley Act of 2002. Her practice encompasses public and private company disclosure advice, capital markets transactions (including public and private offerings), mergers and acquisitions, corporate governance and compliance-related matters. Ms. Dixon is a member of Weil’s Public Company Advisory Group.
Prior to joining Weil, Ms. Dixon was Chief Counsel of the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC). She previously served as Chief of that Division’s Offices of Mergers & Acquisitions and Disclosure Policy (rulemaking), respectively, and as Counsel to SEC Commissioner Steven M.H. Wallman. She also served as a trial attorney in the Antitrust Division of the U.S. Department of Justice (through the Department’s Honors Program), before joining the SEC in the appellate litigation section of the Office of the General Counsel.
Ms. Dixon frequently speaks and writes on various federal securities laws topics. She is co-author of a well-known treatise on the federal proxy rules, Aranow and Einhorn on Proxy Contests for Corporate Control (3d ed., with Randall Thomas). Ms. Dixon also has taught a course on mergers & acquisitions at Georgetown University Law School, as an adjunct faculty member. She is the immediate former Chair, and a current member, of the American Bar Association (ABA) Business Law Section’s Committee on Federal Regulation of Securities, after serving successive terms as Committee Vice-Chair, Chair and Vice-Chair of the Committee’s Securities Registration Subcommittee and Co-Chair of this Committee’s Ad Hoc Task Force on Cross-Border Mergers & Acquisitions. Ms. Dixon is also a Fellow of the American Bar Foundation, and is a member of the ABA Business Law Section’s Publication Board.
Ms. Dixon has been recognized in such publications as Who’s Who Legal (2013 – 2018, Corporate – M&A and Governance), Best Lawyers in America (2007-2019, Securities/Capital Markets Law, Securities Regulation, Corporate Compliance Law, Corporate Governance Law), The Best Lawyers in Washington, D.C. (2018, Corporate Governance Law, Corporate Compliance Law and Securities / Capital Markets Law) and Washington DC Super Lawyers (2013 – 2015, Securities and Corporate Finance).
Ms. Dixon received her J.D., magna cum laude, and her B.S., cum laude, from Creighton University. After law school, Ms. Dixon clerked for the Honorable William C. Stuart, Chief Judge of the U.S. District Court for the Southern District of Iowa, and the Honorable Henry A. Politz, Judge of the U.S. Court of Appeals for the Fifth Circuit. She is a member of the District of Columbia and Iowa Bar Associations.
Colleen P. Mahoney heads the firm's Securities Enforcement practice, and regularly represents financial services firms, corporations, their boards, board committees, officers, directors and employees in Securities and Exchange Commission (SEC) and other law enforcement investigations.
Ms. Mahoney assists management and boards of directors performing internal investigations, often advising clients on preventive and remedial measures before and after securities-related issues arise.
Ms. Mahoney has been the lead attorney representing many of the company boards and individuals embroiled in signature SEC investigations. Her clients have included many well-known U.S. and foreign companies. As is frequently the case with SEC enforcement matters, the biggest victories are the ones that never become public – the government investigations and inquiries that are put to rest before charges are filed or an indictment is issued, or even before a public disclosure of the government interest. Ms. Mahoney has succeeded in bringing a number of matters to a close in those circumstances.
Prior to joining Skadden, Ms. Mahoney spent 15 years in increasingly senior positions with the SEC, serving as acting general counsel of the agency and as deputy director of the division of enforcement. During her tenure at the SEC, Ms. Mahoney helped manage a civil law enforcement program that addressed a wide range of issues, including financial fraud and disclosure, asset management issues, derivatives and insider trading.
Ms. Mahoney frequently lectures on securities regulatory and enforcement issues at seminars and conferences in the United States and abroad.
Ms. Mahoney has been selected for inclusion in Chambers USA: America's Leading Lawyers for Business, The International Who's Who of Corporate Governance Lawyers, Lawdragon 500 Leading Lawyers in America and The Best Lawyers in America. Since 2012, she has been recognized as one of Benchmark Litigation's "Top 250 Women in Litigation" and she also was named to the shortlist of the nation's top women regulatory lawyers by Chambers USA (2012). Additionally, Ms. Mahoney was included in Washingtonian Magazine's 2013 "Best Lawyers" list.
David A. Katz is a partner at Wachtell, Lipton, Rosen & Katz in New York City, an adjunct professor at New York University School of Law, and co-chair of the Board of Advisors of the NYU Law Institute for Corporate Governance and Finance. Previously, he was an adjunct professor at Vanderbilt University Law School and at the Owen Graduate School of Management. Mr. Katz is a corporate attorney focusing on mergers and acquisitions, corporate governance, shareholder activism and complex securities transactions, has been involved in many major domestic and international merger, acquisition and buyout transactions, strategic defense assignments and proxy contests, and has been involved in a number of complex public and private offerings and corporate restructurings. He frequently counsels boards of directors and board committees on corporate governance matters and crisis management.
Mr. Katz taught Mergers and Acquisitions at New York University School of Law for over 15 years and previously co-taught a joint law and business short course on mergers and acquisitions at Vanderbilt University Law School with Delaware Chief Justice Leo Strine. He is co-chair of the Tulane Corporate Law Institute.
In 2004, he was chosen by The American Lawyer as one of the 45 highest performing members of the private bar under the age of 45; in 2005, 2012 and 2015, he was selected by The American Lawyer as a Dealmaker of the Year; in 2016, he was named by NACD Directorship as one of the 100 most influential players in corporate governance for the seventh time; in 2013 he was named Lawyer of the Year by Global M&A Network; in 2014 and each of the five prior years he was named Who’s Who Legal’s Mergers and Acquisitions Lawyer of the Year, in 2014 was also named Who’s Who Legal’s Corporate Governance Lawyer of the Year and in 2015 and 2016 was named Who’s Who Legal’s Corporate Governance and M&A Lawyer of the Year; and in 2015 he was elected by The American College of Governance Counsel as an Inaugural Class Fellow.
Mr. Katz is a member of the American Bar Association, Section on Business Law, where he founded the Committee on Mergers and Acquisitions Task Force on the Dictionary of M&A Terms and a member of the Committee on Mergers and Acquisitions Subcommittee for Acquisitions of Public Companies. Mr. Katz is also a member of the Federal Securities Laws Committee, the New York State Bar Association and the Association of the Bar of the City of New York. Mr. Katz is a member of the Society for Corporate Governance and the National Association of Corporate Directors. Mr. Katz serves as a member of the Board of Trustees at New York University and at New York University School of Law. He sits on the Board of Directors of The Partnership for Drug-Free Kids and is a member of the Advisory Board at the John L. Weinberg Center for Corporate Governance at the University of Delaware. He writes a bi-monthly column on corporate governance for the New York Law Journal with his colleague Laura McIntosh.
Mr. Katz is a graduate of Brandeis University and New York University School of Law.
David Keyko is a partner in the law firm's Litigation practice and is located in the New York office. His practice has focused on major, complex litigation, often involving multiple parties. He has handled cases involving allegations of securities or other types of fraud, antitrust violations, ethics issues and trusts and estates issues across the country, often involving insurance coverage issues. He has conducted internal investigations and represented clients responding to government probes. He has also served as an expert witness in connection with legal malpractice litigation. Among the prominent cases Mr. Keyko has handled was the representation of a defendant in a $1.4 billion antitrust lawsuit.
Mr. Keyko was named the "New York City Best Lawyers Ethics and Professional Responsibility Law Lawyer of the Year" for 2012, 2017 and 2019. He has lectured and written widely on securities, antitrust, legal ethics and general litigation topics, and chairs PLI's programs on federal pretrial practice and ethics for corporate lawyers. He is a former columnist for the New York Law Journal and has written several dozen articles on litigation and ethics issues for such publications as the National Law Journal.
Mr. Keyko has undertaken a variety of pro bono projects, including representing for over 20 years a death row inmate in Alabama asserting that the inmate is innocent of the crime for which he was convicted, serving as Chair of the Board of Mobilization for Justice Legal Services, Inc., and serving two terms as a member of the Departmental Disciplinary Committee of the First Department. He was Chairman of the Professional Responsibility Committee of the Association of the Bar of the City of New York. He chaired the ad hoc committee of the Association that commented on proposed SEC regulations under Section 307 of the Sarbanes-Oxley Act of 2002. He is currently a trustee of the Association and is the chair of the ABA Legal Referral and Information Service Committee.
Mr. Keyko is a member of Pillsbury's Sarbanes-Oxley Committee, Opinions Committee and Professional Responsibility Committee. He is an adjunct professor at the Fordham University School of Law where he teaches legal ethics.
David M. Becker is Senior Counsel at Cleary Gottlieb Steen & Hamilton LLP, based in the Washington, D.C. office. Mr. Becker was a partner at Cleary Gottlieb from 2002 to 2009 and from 2011 to 2013.
Mr. Becker rejoined Cleary Gottlieb in 2017 after serving as Chief Legal Officer of Och-Ziff Capital Management LLP from 2014 to 2017. While at Och-Ziff Mr. Becker was responsible for all legal affairs of a large, NYSE-listed asset management firm with assets under management in excess of $30 billion.
Between 2009 and 2011 Mr. Becker served at the U.S. Securities and Exchange Commission as its General Counsel and Senior Policy Director. Mr. Becker also served as the SEC’s General Counsel from 2000 to 2002. Before joining the SEC staff in 2002, Mr. Becker had a long career in private practice.
Mr. Becker is the recipient of the 2019 William O. Douglas award given by the Association of the Association of Securities and Exchange Commission Alumni. The award is given in recognition of outstanding achievement in the securities law field.
Mr. Becker is distinguished as one of the leading lawyers in financial services regulation and securities regulation by Chambers USA. He has received similar recognition from Best Lawyers in America, The Legal Times of Washington, and Washingtonian magazine.
Mr. Becker received a J.D. degree from Columbia University Law School, where he was editor-in-chief of the Columbia Law Review, in 1973, and an undergraduate degree from Columbia College in 1968. Mr. Becker served as law clerk to the Honorable Harold Leventhal of the U.S. Court of Appeals for the District of Columbia Circuit and a year later for the Honorable Stanley Reed (retired) of the U.S. Supreme Court.
Mr. Becker is a member of the Bars in the District of Columbia and New York.
Dixie L. Johnson is a partner at King & Spalding LLP in Washington, DC. She represents businesses and individuals in securities enforcement investigations and conducts internal investigations for corporate board committees and companies. A partner on the Securities Enforcement and Regulation team and the Special Matters and Investigations team, Dixie also serves as Deputy Practice Group Leader for Government Matters, a collection of ten government-facing practices within the firm. 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 forty 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 regularly interacts with lead directors, presiding directors, and non-executive board chairs from many of the largest companies in the world. She is a Fellow of the American College of Governance Counsel and, for five years, was a member of the Lead Director Network.
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. Her bench is deep and highly skilled. 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, Best Lawyers 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. Chambers has noted that she is "a very strong and thoughtful lawyer with an encyclopedic knowledge of securities laws," (2019), she “wins praise across the board for her ‘terrific relationship with the SEC.’” (2018) and she leads an “expert, broad-based enforcement practice.” (2017) Dixie has served in multiple leadership roles within the American Bar Association, including as Business Law Section Chair, Chair of the Federal Regulation of Securities Committee, and co-Chair of the Fellows Committee. She is a member of the Board of Trustees for the Legal Aid Society of Washington, D.C. and of the Board of Advisors for the SEC Historical Society. Before becoming a lawyer, Dixie served for six years as a public school teacher in Albuquerque, New Mexico.
Faiza J. Saeed is Cravath’s Presiding Partner. She advises public companies, boards of directors and special committees in connection with M&A, corporate governance and crisis management, including consensual and hostile transactions, leveraged buyouts, strategic investments, takeover defense, proxy contests and hedge fund activism.
Ms. Saeed was designated a Young Global Leader by the World Economic Forum (Davos) in 2006. In 2007, The New York Times named her one of “Wall Street’s 100 Masters of the New Universe”. She has been recognized as a “Dealmaker of the Year” three times by The American Lawyer magazine, in 2000, 2005 and 2011, and also named to its list of “45 Under 45” in 2003. She is a recipient of the Outstanding Contribution to the Legal Profession Award from Chambers and Partners (2010). In 2017, Crain’s New York Business named her one of the “50 Most Powerful Women in New York” and The Hollywood Reporter named her one of the “Top 100 Power Lawyers” in Hollywood.
Ms. Saeed has extensive deal experience across many industry sectors. Notable recent matters include advising:
Time Warner in numerous matters, including its pending $109 billion acquisition by AT&T, its investment in Hulu, the unsolicited proposal from 21st Century Fox (which was withdrawn), its defense against Carl Icahn, its divestiture of Time Warner Telecom and its merger with AOL; Precision Castparts in its $37 billion acquisition by Berkshire Hathaway; The Strategic Review Committee of the Yahoo board in the $4.8 billion acquisition of Yahoo’s operating business by Verizon; InterMune in its $8.9 billion acquisition by Roche; and DreamWorks Animation in its $4.1 billion acquisition by Comcast, its acquisition of Classic Media, the formation of Oriental DreamWorks with China Media Capital and Shanghai Media, and its spin-off IPO from DreamWorks.
Ms. Saeed received a B.A. in Economics and Molecular Biology with Highest Distinction from the University of California at Berkeley in 1987 and a J.D. magna cum laude from Harvard Law School in 1991. She joined Cravath in 1991 and was elected a partner in 1998.
George S. Canellos is a partner in the law firm of Milbank LLP and heads its litigation department. In 2014, Mr. Canellos rejoined Milbank, where he had been a litigation partner from 2003 to 2009. Until January 2014, Mr. Canellos served as Co-Director of the Securities and Exchange Commission’s Division of Enforcement. He earlier served as the Division’s Acting Director and Deputy Director. In these positions, Mr. Canellos was responsible for supervising the SEC’s nationwide enforcement efforts. From July 2009 until May 2012, Mr. Canellos was Director of the SEC's New York Regional Office, which has responsibility for oversight of many of the leading broker-dealers, investment advisers, and other SEC-registered financial institutions. Mr. Canellos began his career as an associate at Wachtell, Lipton, Rosen & Katz. In 1994, he became an Assistant United States Attorney in the Southern District of New York. During almost nine years at the U.S. Attorney's Office, Mr. Canellos held a number of positions, including Chief of the Major Crimes Unit, Senior Trial Counsel of the Securities and Commodities Fraud Unit, and Deputy Chief Appellate Attorney. Mr. Canellos is a graduate of Harvard College and Columbia University School of Law.
Gordon Davidson is a partner in the law firm Fenwick & West and advises primarily high technology companies and life sciences companies ranging from startups to Fortune 500 companies on corporate, securities, governance and transactional matters.
He has represented startups and venture capital investors in hundreds of financings. His late stage private company clients include AirBNB, Bloom Energy, Calico, GitHub, GRAIL Inc., Tanium and Uber. His venture capital clients include Kleiner Perkins Caufield & Byers, New Enterprise Associates, Sequoia Capital and Foresite Capital. He has represented issuers and underwriters as lead counsel on over 50 initial public offerings, including as issuer’s counsel in the IPOs of Amyris Biotechnology, Electronic Arts, Facebook, Intuit, Oracle, ServiceNow, Shutterfly, SuccessFactors, Symantec, Veritas, Workday and Zuora.
In addition, Gordy has acted as lead counsel on over 100 mergers and acquisitions valued at more than $100 billion in the aggregate, including the: $19 billion acquisition of WhatsApp. by Facebook; the $17 billion acquisition by VeriSign of Network Solutions; the $13 billion acquisition by Symantec of Veritas Software in 2005 and the sale of Veritas by Symantec in 2015; the $6.9 billion acquisition by Cisco Systems of Scientific-Atlanta; and the $7.5 billion sale of GitHub to Microsoft.
Gordy has been a regular speaker on current issues in capital formation and public offerings at the Northwestern and PLI Securities Regulation Institutes and on corporate governance issues at the Stanford Directors College, taught classes on venture capital, deals, and mergers & acquisitions at the Stanford Law School, and co-chaired the Practising Law Institute programs on Private Placements and on Mergers & Acquisitions of High Technology Companies.
Gordy is a member of the State Bar of California. He has a B.S. and M.S. in electrical engineering from Stanford University and J.D. from Stanford Law School. Following law school, he was a law clerk for Judge Ben C. Duniway in the United States Ninth Circuit Court of Appeals in San Francisco. Since then, he has practiced law at Fenwick & West, and served as its Chair from 1995 through 2013.
Harvey Pitt is CEO of global business consulting firm Kalorama Partners, and its law firm affiliate, Kalorama Legal Services. From 2001-03, Mr. Pitt was 26th SEC Chairman. Mr. Pitt served previously at the SEC (1968-78), including three years as General Counsel.
Mr. Pitt was a senior corporate partner at Fried, Frank LLP (1978-2001). He received his J.D. from St. John's University Law School (1968), and his B.A. from Brooklyn College (1965). He received an honorary St. John's LL.D. (2002).
Mr. Pitt is an independent director of Paulson & Co.’s international hedge funds and a member of their Audit Committees; is a member of Millennium Capital’s Advisory Council. In 2017, he was appointed to the Advisory board of JBS USA Holdings, Inc.
Jan Ford is a Managing Director and Head of Compliance in the Americas. She is a member of the North America Executive Committee, the Compliance Global Executive Committee, the North America Regional Governance Board and the Americas Reputational Risk Committee.
Prior to joining Deutsche Bank in 2015, Jan spent 25 years at Goldman, Sachs & Co. She started in the Investment Banking Division, then co-headed Investment Banking Division Legal in the Americas and finally became co-chief compliance officer of Goldman, Sachs & Co., heading Compliance globally for the Investment Banking Division, Merchant Banking Division and Executive Office, as well overseeing Control Compliance. Prior to Goldman, Sachs & Co., Jan was a lawyer at Sullivan & Cromwell.
Jan earned a BA from Yale College, an MBA from the Johnson Graduate School of Management at Cornell University and a JD from Cornell Law School.
Jennifer Paradise is General Counsel of White & Case LLP. As such, she advises the Firm's lawyers on issues relating to professional responsibility, manages the Firm’s Compliance and New Business Teams, and is a member of the Firm's Global Risk Management Committee.
Prior to joining White & Case, Ms. Paradise practiced in the litigation department at another leading firm where she litigated matters on behalf of financial service and communications industry clients.
Ms. Paradise is a former member of the American Bar Association's Standing Committee on Ethics and Professional Responsibility and of the Committee on Professional Responsibility of the Association of the Bar of the City of New York. She frequently lectures on issues pertaining to professional responsibility and teaches Ethics and Professionalism at Fordham Law School.
Ms. Paradise is a graduate of Columbia Law School where she was an Editor of the Columbia Law Review and a Stone and Kent Scholar. Ms. Paradise clerked for the Honorable Nina Gershon, United States District Court Judge for the Eastern District of New York from 2002-2003.
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 was the founding 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.
Julie Bell Lindsay is the Executive Director of the Center for Audit Quality (CAQ), a position she has held since May 2019.
The CAQ is dedicated to enhancing investor confidence and public trust in the global capital markets by fostering high-quality performance by public company auditors. The CAQ also convenes and collaborates with other stakeholders to advance the discussion of critical issues requiring action and intervention, and advocates policies and standards that promote public company auditors’ objectivity, effectiveness, and responsiveness to dynamic market conditions.
As Executive Director, Lindsay is responsible for carrying out the mission and vision of the CAQ’s Governing Board, which is comprised of CEOs from eight leading public company auditing firms and the American Institute of CPAs, as well as three independent members from outside the public company auditing profession.
Previously, Lindsay served as a Managing Director and the Deputy Head of Global Regulatory Affairs at Citigroup, a position she began in February 2017. In that role, Julie worked to formulate and execute Citi’s regulatory policy priorities and strategy across the numerous regulatory agencies with oversight over Citi. Julie joined Citi in February 2009 as General Counsel – Capital Markets and Corporate Reporting, where she was the lead lawyer responsible for Citi’s public disclosures and global capital markets activities. During this time, her significant leadership accomplishments included managing Citi’s $20 billion TARP repayment—involving the then-largest public equity offering in US capital markets history—as well as Citi’s $58 billion exchange offers to boost Citi’s capital levels following the financial crisis.
Prior to Citi, Julie served as Counsel to Commissioner Cynthia Glassman at the US Securities and Exchange Commission, where she counseled the Commissioner on all matters relating to public company disclosure obligations, corporate governance standards, the Sarbanes-Oxley Act of 2002, the Public Company Accounting Oversight Board and Financial Accounting Standards Board, enforcement matters, and issues affecting registered foreign companies. Julie also has securities and public company reporting and governance experience as Counsel and Associate at law firms in Washington, DC and Palo Alto, CA.
Julie graduated from The Ohio State University in 1993 with a BA in political science and received her JD from Vanderbilt School of Law in 1996. She serves as President of the Board of Directors of the Association of Securities and Exchange Commission Alumni, as a Member of the Board of Directors of the Foundation for the National Institutes of Health, and as a Member of the Advisory Board of the Department of Political Science at The Ohio State University.
Keith Higgins is a member of Ropes & Gray’s corporate department and chair of the securities & governance practice.
Keith rejoined the firm in 2017, after having served as Director of Corporation Finance at the U. S. Securities & Exchange Commission since 2013. While in that role, Keith led the Division’s implementation of significant rulemaking under the Dodd-Frank Wall Street Reform and Consumer Protection Act, Jumpstart Our Business Startups Act (JOBS Act), and Fixing America’s Surface Transportation Act (FAST Act). He also led the Division’s Disclosure Effectiveness project and oversaw the issuance of significant interpretive guidance to companies and investors under the federal securities laws.
Prior to serving at the SEC, Keith had practiced at Ropes & Gray for more than 30 years, counseling public companies in securities offerings, mergers and acquisitions, compliance and corporate governance. Keith advises companies, their boards, and investors on matters with the SEC, including disclosure and financial statements, no-action letters, as well as SEC enforcement actions and related internal investigations.
While in private practice, Keith was recognized by Chambers, Best Lawyers, and other publications as a leading corporate and M&A lawyer in Massachusetts and nationwide.
Kyle Moffatt is Chief Accountant for the SEC’s Division of Corporation Finance. He previously served as an Associate Director responsible for oversight of the filing review program for public companies in the healthcare, insurance and financial services industries. Prior to joining the Division’s senior executive leadership team, Mr. Moffatt was an Associate Chief Accountant in the Division’s Office of the Chief Accountant where he provided accounting and reporting guidance to the financial services and telecommunications industry groups. He also previously served as an Accounting Branch Chief since joining the Division as a Professional Accounting Fellow in 2000.
Prior to joining the SEC, Mr. Moffatt was a Manager in the Assurance and Advisory Business Services group at Ernst & Young. He is a graduate of the University of Maryland at College Park and a member of the American Institute of CPAs.
Linda Chatman Thomsen, who was the first woman to serve as the Director of the Division of Enforcement at the Securities and Exchange Commission, is senior counsel in Davis Polk’s Litigation Department and practices in the Washington DC office. Her practice concentrates in matters related to the enforcement of the federal securities laws. She has represented clients in SEC enforcement investigations and inquiries, in enforcement matters before other agencies, including the Department of Justice (various U.S. Attorneys Offices) and the Commodities Futures Trading Commission, in investigations and inquiries from self-regulatory agencies, including FINRA, and in internal investigations. These matters, which are typically non-public, have covered a broad range of securities related subject matters, including insider trading, foreign corrupt practices, financial reporting, manipulation and regulatory compliance. Her clients have included major financial institutions, regulated entities, public companies and senior executives.
Ms. Thomsen returned to Davis Polk in 2009 after 14 years of public service at the SEC. While there she held a variety of positions and ultimately served as the Director of Enforcement from 2005 through February 2009. During her tenure as the Director of Enforcement, she led the Enron investigation, the auction rate securities settlements, the stock options back dating cases and the expansion of the enforcement of the Foreign Corrupt Practice Act.
She is a graduate of Smith College (A.B. ’76, Government (High Honors)) and Harvard Law School (J.D. ’79).
Lorin L. Reisner is a litigation partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP in New York where his practice emphasizes white collar criminal matters, government investigations and complex business litigation. He has almost three decades of experience in senior government and private sector positions.
From January 2012 through June 2014, Mr. Reisner served as Chief of the Criminal Division of the U.S. Attorney's Office for the Southern District of New York, where he supervised the investigation and prosecution of federal crimes by a team of more than 160 Assistant U.S. Attorneys. The areas under his supervision included securities and commodities fraud, complex fraud and cybercrime, public corruption, terrorism and violent crime.
From 2009 until his appointment as Chief of the Criminal Division, Mr. Reisner served as the Deputy Director of the Enforcement Division of the U.S. Securities and Exchange Commission in Washington, DC. In that position, he helped set enforcement priorities, supervised the work of more than 900 investigative professionals nationwide and oversaw the trial and related litigation activity of the Enforcement Division. While at the SEC, Mr. Reisner helped oversee and implement the most significant reorganization of the Enforcement Division in more than thirty years and helped lead the Commission’s most significant enforcement matters. From 1996 through 2009, Mr. Reisner was a litigation partner at an international law firm based in New York.
Mr. Reisner served as an Assistant U.S. Attorney in the Southern District of New York from 1990-1994. He served as a law clerk to the Honorable Milton Pollack of the Southern District of New York from 1986-1987, received his undergraduate degree from Brandeis University in 1983 and his J.D. from Harvard Law School in 1986.
Maeve O’Connor is a litigation partner whose practice focuses on securities litigation, shareholder litigation and complex commercial matters. She represents public and private companies as well as their boards and officers in high stakes litigation and regulatory matters around the country. She is Co-Chair of the firm’s Securities Litigation Practice and she spent six years as a member of the firm’s Management Committee.
Maeve is recognized as a leading lawyer by Chambers USA and The Legal 500 US. She is also recognized as a "Litigation Star" and as one of the "Top 250 Women in Litigation" in the IFLR Benchmark Litigation Guide. She is a co-author of Takeovers: A Strategic Guide to Mergers & Acquisitions (Wolters Kluyer Law & Business).
Prior to joining Debevoise, Maeve served as a Law Clerk to the Honorable H. Lee Sarokin, U.S. Court of Appeals for the Third Circuit. Ms. O’Connor received her J.D. from Yale Law School and her B.A. magna cum laude from Harvard University, where she was elected to Phi Beta Kappa.
Matthew DiGuiseppe serves as a Director on the Stewardship & Corporate Governance Team for TIAA. TIAA is the leading provider of financial services in the academic, research, medical, cultural and government fields. TIAA has $861 billion in assets under management (as of 03/31/2016) and offers a wide range of financial solutions, including investing, banking, advice and guidance, and retirement services.
On behalf of the boards of the TIAA companies Mr. DiGuiseppe and his colleagues in Stewardship & Corporate Governance work to enhance the corporate governance and social responsibility practices of public companies held within TIAA’s investment portfolio with the objective of increasing shareholder value and improving long term performance of targeted companies.
Mr. DiGuiseppe oversees the Team’s proxy voting and engagement activities and pursues other commercial opportunities.
Prior to joining TIAA Mr. Diguiseppe served as a Client Relations Manager for Institutional Shareholder Services (ISS).
Meredith Cross is a partner in the Securities and Transactional Departments in the New York and Washington D.C. offices of Wilmer Cutler Pickering Hale and Dorr LLP. Ms. Cross advises public companies and their boards on disclosure and other corporate finance securities law and corporate governance matters, including SEC enforcement matters involving corporate finance issues. Ms. Cross rejoined the firm in 2013, after having served as Director of the Division of Corporation Finance of the SEC since 2009.
While serving as the Director of the Division of Corporation Finance of the SEC, Ms. Cross led the Division's efforts to implement both the Dodd-Frank Act and the Jumpstart Our Business Startups (JOBS) Act. Under her leadership, the Division recommended close to 60 rulemaking releases to the Commission. Ms. Cross testified before Congress numerous times on a broad range of issues including corporate governance, capital formation, risk retention in asset-backed securities offerings, executive compensation oversight, and agency management and budget.
Before first joining WilmerHale in 1998, Ms. Cross served in a variety of positions in the Division of Corporation Finance at the SEC from 1990 to 1998, including Deputy Director, Associate Director (International and Small Business) and Chief Counsel. Prior to first joining the SEC staff, she was an associate and counsel at King & Spalding in Atlanta from 1983-1990. She clerked for Judge Albert J. Henderson of the US Court of Appeals for the Eleventh Circuit (1982-1983).
Ms. Cross currently serves as Co-Chair of the Practicing Law Institute’s Annual Institute on Securities Regulation. She is a frequent speaker at securities and corporate governance law conferences. She is a member of the Steering Committee of the Securities Regulation Institute, a member of the Securities Institute Advisory Committee, a Fellow in the American College of Governance Counsel, and previously served as a member of the ABA Corporate Laws Committee. She is a member of the Board of Trustees of the SEC Historical Society and the Board of Governors of the Wilmer Eye Institute at Johns Hopkins.
Michele M. Anderson is an Associate Director in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. As a member of the Division’s senior leadership team, Ms. Anderson is responsible for oversight of the disclosure review program for public companies and the work of the Division’s Specialized Policy and Disclosure offices, including Mergers and Acquisitions, International Corporate Finance, and Structured Finance. She also oversees rulemaking initiatives and interpretive positions taken by the Division on domestic and cross-border M&A transactions, the federal proxy rules, and the registration, disclosure, and reporting requirements that apply to foreign issuers and issuers of asset-backed securities.
Ms. Anderson has been a member of the staff at the SEC since 1998. From 2008 to 2015, she served as Chief of the Division of Corporation Finance’s Office of Mergers and Acquisitions, overseeing the regulation of M&A transactions as well as the interpretive functions of the SEC as they relate to tender offers, mergers, contested and other non-routine proxy solicitations, going private transactions, reorganizations, debt restructurings and beneficial ownership reporting. Prior to that, she served in a variety of positions in the Division, including branch chief of the group responsible for the review of the federal securities law filings made by telecommunication companies and service providers.
In addition to her duties at the SEC, Ms. Anderson served as an Adjunct Professor of Law at the Georgetown University Law Center, where she taught the course “Takeovers, Mergers and Acquisitions.” She received her B.A., magna cum laude, Phi Beta Kappa, from the University of Colorado at Boulder and her Juris Doctorate from the University of Colorado Law School.
Wayne leads the service delivery for the Foreign Private Issuer practice in PwC’s SEC Services Group – which is part of the National Professional Services Group. Wayne is currently a consultant for PwC after retiring from the partnership in 2019. He supports international clients in addressing complex accounting - both IFRS and US GAAP - and reporting matters including those that are unique to the SEC regulatory requirements. He is a member of the Firm’s SEC Leadership Team. He is a member of the AICPA International Practices Task Force, the Board of Directors of the Association of SEC Alumni and the Advisory Board of PLI’s SEC Institute.
From 2011 to 2019, Wayne was a partner in PwC’s SEC Services Group supporting both domestic and international clients on resolving complex accounting and financial reporting issues. He developed PwC’s position and published guidance on various SEC reporting matters. He met with boards of directors, audit committees, external legal counsel and company executives to advise on complex or contested financial reporting situations and develop a course of action. Wayne was named to the 2013 Global Accounting Power 50 by the International Accounting Bulletin.
From 1997 to 2007, Wayne was a Partner in PwC’s SEC Services Group and for most of this time led the Foreign Private Issuer practice. He assisted clients and engagement teams in addressing US GAAP, PCAOB standards and SEC reporting issues primarily for FPIs. Wayne was also responsible for publishing the Firm’s policies and procedures on matters relating to US GAAP, PCAOB standards and SEC reporting matters relating to FPIs and developing training for partners and staff outside of the US. Wayne was a member of the following groups: AICPA International Practices Task Force; PwC Global International Financial Reporting Standards Board; PwC Global 404 Steering Committee.
From 1981 to 1991, Wayne held various positions including senior manager and worked on public and non-public companies in various industries.
US Securities and Exchange Commission – Division of Corporation Finance:
From 2007 to 2011, Wayne was Chief Accountant of the Division of Corporation Finance where he was responsible for planning and developing policies programs, procedures, and training relating to financial reporting matters with respect to the work of the Division. He rendered decisions on financial reporting matters relating to the public companies that file with the SEC. He was responsible for guidance published by the Division on financial reporting matters including the Financial Reporting Manual and Compliance and Disclosure Interpretations relating to financial reporting matters. Wayne jointly authorized the issuance of Staff Accounting Bulletins and assisted in drafting a number of Commission rules on a variety of subjects. He worked with the FASB, EITF, PCAOB and IASB in addressing issues of mutual interest. He also served as an observer to the PCAOB’s Standing Advisory Group.
From 1991 to 1997, Wayne held various positions including Associate Director, Deputy Chief Accountant, Associate Chief Accountant and Staff Accountant. He was a member of the Senior Executive Service and was a recipient of the Andrew Barr Award.
Wayne has published articles in several professional magazines on SEC reporting matters and other accounting/auditing matters including: Accountancy in the UK, Contaduria Publica in Mexico; Der Schweizer Treuhander in Switzerland and The CPA Journal. He is a former member of the Editorial Advisory and Review Board for Accounting Horizons.
Wayne is a graduate of Alfred University and is a Certified Public Accountant in New Jersey.
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 has been an adjunct professor at the University of Pennsylvania Law School where he co-taught a course in crisis management in the 2017 and 2018 Fall semesters.
Rob Khuzami currently serves as Deputy United States Attorney in the United States Attorney’s Office for the Southern District of New York.
From July 2013 until January 2018, Rob was a partner in the Government & Internal Investigations Practice Group at Kirkland & Ellis LLP.
Rob served for four years (2009-13) as Director of Enforcement for the United States Securities and Exchange Commission.
From 2002 to 2009, Rob worked at Deutsche Bank AG in New York, serving first as Global Head of Litigation and Regulatory Investigations (2002-04) and then as General Counsel for the Americas (2004-09).
From 1990 to 2002, Rob served as an Assistant U.S. Attorney in the United States Attorney’s Office for the Southern District of New York, where he tried ten criminal trials to verdict. For three years (1999-2002), Rob served as Chief of that Office’s Securities and Commodities Fraud Task Force. Rob was also a member of the prosecution team in United States v. Abdel Rahman, et al., the then-largest terrorism trial in U.S. history that resulted in the conviction of Omar Ahmed Ali Abdel Rahman, and nine co-defendants for operating an international terrorist organization responsible for, among other things, the 1993 bombing of the World Trade Center, the 1990 murder of Rabbi Meir Kahane, and the July 1993 plot to bomb the United Nations, the Lincoln and Holland Tunnels, and the FBI Headquarters.
From 1984 to 1990, Rob was an associate at Cadwalader, Wickersham & Taft in New York.
From 1983 to 1984, Rob was a law clerk to the Hon. John R. Gibson of the United States Court of Appeals for the Eighth Circuit.
Rob is a 1983 graduate of Boston University School of Law, where he served as Editor-in-Chief of the American Journal of Law and Medicine, and a 1979 magna cum laude graduate of the University of Rochester, with a B.A. in political science and philosophy.
Simon M. Lorne has served in a wide variety of public sector, academic and private sector positions during the course of his career. In the public sector, he was General Counsel of the United States Securities and Exchange Commission from 1993 to 1996. In the academic sphere, he served as the co-director of Stanford Law School’s Directors’ College from 1999 to 2016, and is an adjunct professor at the New York University Law School and the NYU Stern School of Business. He has previously held positions on the faculties at the University of Pennsylvania Law School and the University of Southern California Law School.
In the private sector, Mr. Lorne is currently the Vice Chairman and Chief Legal Officer of Millennium Management LLC, an alternative asset manager responsible for approximately $45 billion (as of June 2020) in assets under management, with offices throughout the world. He has held that position since 2004. Prior to joining Millennium he was a partner in the Los Angeles-based law firm of Munger, Tolles & Olson LLP (from 1972 to 1993 and again from 1999 to 2004); the global head of internal audit at Salomon Brothers (now a unit of Citigroup) (from 1996 to 1998); and the global head of Compliance at Citigroup (1998-1999). He also serves on the Board of Directors and chairs the audit committee of Teledyne Technologies, Inc., was Chairman of the Alternative Investment Management Association (2016-2020), and is on the Board of a number of nonprofit organizations. In 2015, he was selected as one of the 100 most influential corporate directors by the US National Association of Corporate Directors.
Mr. Lorne has authored two books (“Acquisitions and Mergers: Negotiated and Contested Transactions,” and “A Director’s Handbook of Cases”), three practitioner-oriented monographs and a number of articles in law reviews, magazines and other publications. He is a frequent speaker at academic and industry symposia dealing with issues in the areas of securities regulation, securities law more broadly, and internal controls.
Mr. Lorne is a graduate of Occidental College, with an A.B. (cum laude, Phi Beta Kappa), and the University of Michigan Law School (J.D., magna cum laude).
Stan Keller, Of Counsel in Locke Lord's Boston office, has extensive experience in corporate and securities law matters, and has worked on regulatory developments with officials at all levels in the SEC. He advises both public and private companies on a wide range of issues and transactions.
Stan chaired the American Bar Association's Federal Regulation of Securities Committee during the height of the Sarbanes-Oxley era, and in that capacity had responsibility for interacting on behalf of the private bar with the SEC, other governmental officials and the stock exchanges. He was actively involved with the ABA's Task Force dealing with the SEC's attorney conduct rules, with the ABA Task Force on Corporate Responsibility and with the ABA Task Force on Attorney-Client Privilege. He also was chair of the ABA Legal Opinions Committee and Audit Responses Committee, and he has been actively involved in the ABA's Corporate Laws Committee as a member, special adviser and special reporter for the 2016 Revision of the Model Business Corporation Act.
Stan is a member of the TriBar Opinion Committee and was the reporter for its Remedies Opinion Report and its Report on Preferred Stock Opinions. He is co-chair of the Boston Bar Association's Task Force on Revision of the Massachusetts Business Corporation Law, which drafted the current Massachusetts corporation statute (Chapter 156D), and chaired the BBA's Business Law Section, Corporation Law Committee, and Legal Opinions Committee, as well as the Massachusetts Bar Association's Business Law Section and Corporation Law Committee.
Stan lectures widely for continuing legal education organizations, and has written and edited many articles and treatises on corporate, securities law and professional responsibility matters.
Steve Cutler is a litigation partner and head of the Investigations practice group at the law firm of Simpson Thacher & Bartlett LLP in New York City. He advises companies, boards and senior executives on government and internal investigations, corporate governance and regulatory matters.
Previously, Steve was a Vice Chairman at JPMorgan Chase & Co., following nine years as the company’s General Counsel, including during the financial crisis. Before joining JPMorgan Chase, Steve was the Director of the U.S Securities and Exchange Commission’s Division of Enforcement for nearly four years, overseeing the Commission’s investigations of public companies, as well as broker-dealers and investment advisors.
Mr. Cutler is on the boards of the the National Women’s Law Center and the Metropolitan Museum of Art. He previously served on the board of the Financial Industry Regulatory Authority (FINRA), and has been a Visting Lecuturer at both Yale and Columbia Law Schools.
Mr. Cutler earned his B.A. from Yale University, summa cum laude, and was elected to Phi Beta Kappa. He received his J.D. from Yale Law School, where he was an Editor of the Yale Law Journal.
Steven A. Rosenblum has been a partner at Wachtell, Lipton, Rosen & Katz since 1989 and serves as co-chair of the firm’s Corporate Department. He focuses on mergers and acquisitions, takeover defense, corporate governance, shareholder and hedge fund activism, proxy fights, joint ventures and securities law. Mr. Rosenblum has been recognized by Chambers Global as one of the world’s leading transactional lawyers and by Lawdragon as one of the 500 leading lawyers in America. He has been selected several times, including in 2019, as a BTI Client Service All-Star by the BTI Consulting Group for his level of dedication and commitment to exceptional client service.
Mr. Rosenblum’s recent significant representations include: Nielsen in the spinoff of its Connect business; Edgewell Personal Care in its acquisition of Harry’s; Envision Healthcare in its sale to KKR; General Motors in its proxy contest with Greenlight Capital; Verizon in its acquisition of Yahoo’s core businesses; Michael Dell in Mr. Dell’s and Silver Lake’s buyout of Dell, Inc. (for which Mr. Rosenblum was named Dealmaker of the Year by The American Lawyer), in Dell’s acquisition of EMC, and in Dell’s Class V stock exchange that took Dell public again; Visa in its acquisition of Visa Europe; Target in the sale of its pharmacy business to CVS; Smucker’s in its acquisition of Big Heart Pet Brands; Energizer in the spinoff of its household products business; Verizon in its acquisition of Vodafone’s 45% interest in Verizon Wireless; tw telecom in its sale to Level 3 Communications; Cracker Barrel in its four consecutive proxy fight victories over Biglari Holdings; PPG Industries in the spinoff and sale of its specialty chemicals business to Georgia Gulf, and in the sale of its joint venture interest in Transitions Optical to Essilor; the board of General Motors in the repurchase of its common stock from the United States Treasury; Ralcorp in its takeover defense and subsequent sale to ConAgra; and Duke Energy in its merger with Progress Energy. He has also previously represented AT&T in a number of transactions, including the acquisitions of McCaw Cellular, Teleport, TCI and Media One, the IPOs and spinoffs of Lucent and AT&T Wireless, and the sales of AT&T Broadband to Comcast and AT&T to SBC, as well as representing AT&T Wireless in its investment from NTT DoCoMo and its sale to Cingular.
Mr. Rosenblum received his J.D. from Yale Law School in 1982 and his B.A. from Harvard College magna cum laude and Phi Beta Kappa in 1978. Prior to joining the firm, he was a law clerk to the Honorable Joseph L. Tauro, United States District Court Judge for the District of Massachusetts.
Mr. Rosenblum is a member of the American Law Institute, the American College of Governance Counsel, and the Board of Advisors of the Yale Law School Center for the Study of Corporate Law. He writes and participates in panels and programs on a number of topics and has served as co-chair of the Annual Federal Securities Institute in Miami since 2005.
Victor I. Lewkow is a partner of Cleary Gottlieb Steen & Hamilton LLP based in the New York office.
Mr. Lewkow's practice focuses on public and private M&A transactions, corporate governance, directors’ fiduciary duties, shareholder activism and the securities laws.
Mr. Lewkow is consistently listed as one of the leading merger and acquisition lawyers by various publications including Chambers Global and Chambers USA, which list him in Band 1, and the Legal 500 U.S., which lists him as one of its twenty-five "Leading Lawyers" in M&A. He is also recognized as one of the leading corporate governance lawyers by various publications, including Euromoney’s Best of the Best USA.
Mr. Lewkow has been named a "Dealmaker of the Year" by The American Lawyer.
Mr. Lewkow is a regular speaker at the Tulane Corporate Law Institute, the leading annual seminar for U.S. merger and acquisition lawyers, and was one of the Institute’s Chairs from 2008 to 2011. He is an Adjunct Professor at New York University School of Law and has also been a guest lecturer at Harvard, Yale and the University of Pennsylvania Law Schools.
Mr. Lewkow is widely published on mergers and acquisitions, fiduciary duties of directors, corporate governance, and shareholder activism. He is a member of the Editorial Advisory Board of The M&A Lawyer and is the author of the Corporate and Securities Law chapter in the Manual of Foreign Investment in the United States, Third Edition.
Mr. Lewkow became a partner in 1982. He received his J.D., magna cum laude, from the University of Pennsylvania Law School.
William R. Baker, III is a partner in the Washington office of Latham & Watkins. For almost three decades, first as a senior officer at the SEC, and then at Latham, Mr. Baker has worked on some of the most significant securities regulatory and corporate governance matters. Today, he represents financial institutions, corporations, auditing and other professional firms in SEC and other regulatory enforcement proceedings. In addition, Mr. Baker conducts internal investigations on behalf of management and boards of directors. He regularly counsels clients on SEC reporting, disclosure, compliance and corporate governance requirements.
Prior to joining Latham, he served as Associate Director of the SEC’s Division of Enforcement where he was responsible for supervising all types of SEC enforcement activities, including investigations involving issuer accounting fraud and other disclosure violations, insider trading, market manipulation and broker-dealer and investment adviser misconduct. Mr. Baker led numerous high-profile investigations that resulted in several landmark enforcement actions, including the SEC's action against WorldCom Inc., involving one of the largest financial frauds in history. While at the Commission, he was a recipient of the SEC's Stanley Sporkin Award, awarded by the Chairman of the SEC in recognition of outstanding contributions to the Enforcement program, and of the Commission's Law and Policy Award.
Mr. Baker is consistently recognized as a leading securities lawyer by Chambers USA and The Legal 500 US and is listed as one of the Best Lawyers in Washington by Washingtonian magazine. In 2017, he was named to BTI Consulting Group’s “Client Service All-Star List,” which recognizes national leaders in superior client service identified directly by corporate counsel and executives. He is the co-author of "Corporate Internal Investigations after Sarbanes-Oxley" published in Volume II of The Practitioner's Guide to the Sarbanes-Oxley Act (American Bar Association 2005) and is a contributor to Securities Law Techniques (Matthew Bender). He was named to the Securities Docket 2017 "Enforcement 40" list, which lists the forty leading securities enforcement defense attorneys.
Mr. Baker is a Trustee of the SEC Historical Society. Previously, he was an adjunct professor at George Washington University Law School, where he taught Securities Regulation. He is a frequent author, speaker and panelist on securities law issues at programs organized by a wide variety of groups, including the American Bar Association, the District of Columbia Bar Association, the Association of the Bar of the City of New York, SIFMA, the Justice Department's National Advocacy Center, the Practicing Law Institute, Georgetown University Law Center and Stanford Law School.
A founding member of the firm and President since August 2013, Matthew J. Sherman has more than 23 years of experience providing strategic corporate, financial and crisis communications counsel to Boards of Directors and executive leadership of public corporations and private equity firms involved in M&A, hostile takeovers, proxy contests, shareholder activism defense, spin-offs, reorganizations, financial restructurings, management changes, litigation, regulatory actions and a wide range of corporate crises. His areas of expertise include:
He has advised many companies in their defense against proxy contests, short attacks and other tactics employed by activist investors. Recent engagements, among others, include: Bed Bath & Beyond (Legion, Macellum, Ancora); L Brands (Barington); GCP Applied Technologies (Starboard); Cerner (Starboard); Knowles (Calligan); GameStop (Hestia, Permit); Louisiana Pacific (D.E. Shaw); Magellan Health (Starboard); Lowe’s (D. E. Shaw); Energen (Carl Icahn, Corvex), Deckers Brands (Marcato); Mellanox (Starboard); Akamai (Elliott); Bemis (Starboard); Commvault (Elliott); Safeguard Scientifics (Sierra Capital); Sabra Health Care REIT (Eminence, Hudson Bay); Gigamon (Elliott); Ensco (Arrowgrass); Carmike Cinemas (Oasis); HD Supply (Jana); Trinity Industries (ValueAct); Outerwall (Engaged, JANA); Allison Transmission (ValueAct, Ashe); Capital Senior Living (Lucas Advisors); Perry Ellis (Legion, CalSTRs), Baxter (Third Point); Viavi Solutions (f/k/a JDS Uniphase) (Sandell); and Manitowoc (Carl Icahn).
Mergers & Acquisitions
Recent assignments include: Circor in its successful defense against an unsolicited tender offer from Crane; an investor group led by Richard Baker in its proposed going-private transaction with Hudson’s Bay; Edgewell in its acquisition of Harry’s; Anadarko Petroleum in its sale to Occidental Petroleum; Multi-Color in its going private transaction; Newmont Mining in its acquisition of Goldcorp; Rowan in its merger with Ensco; Sonic in its sale to Inspire Brands; Dun & Bradstreet in its going-private transaction; Bemis in its combination with Amcor; Verifone in its going-private transaction; Penn National Gaming in its acquisition of Pinnacle Entertainment; INC Research in its merger with inVentiv Health to create Syneos Health; Gilead in its acquisition of Kite Pharma; Panera Bread in its sale to JAB Holdings; Popeyes Louisiana Kitchen in its sale to Restaurant Brands; R.R. Donnelley in its separation into three independent companies; Johnson & Johnson in its acquisition of Actelion; Knight Transportation in its merger with Swift Transportation; Valspar in its sale to Sherwin-Williams; Keurig Green Mountain in its sale to JAB Holdings; Altera in its sale to Intel; Life Time Fitness in its going-private transaction; J.M. Smucker in its acquisition of Big Heart Pet Brands; Family Dollar in its sale to Dollar Tree; and Energizer in its separation into two independent companies.
Corporate Governance, Investor Relations & Financial Public Relations
He develops and implements comprehensive investor relations, corporate governance and financial communications programs for clients across a wide range of industries. He also has played a role in numerous corporate reorganizations, financial restructurings, Board and management changes, governance roadshows, earnings pre-announcements, regulatory actions, litigation support and other material corporate developments.
In 2012 Matt received The M&A Advisor’s “40 Under 40” Recognition Award, and in 2007 he was named to PR Week’s inaugural “40 Under 40” list. Matt previously was a vice president in the M&A and crisis communications practice at Abernathy MacGregor Frank. He serves on the Board of Trustees of Montclair Kimberley Academy in Montclair, NJ. He received an MBA from Columbia Business School and a BA in international relations and a BA in communications from the University of Pennsylvania.
Annemarie Tierney is the Founder and Principal of Liquid Advisors, a consulting firm offering strategic advisory services around private placements and secondary liquidity structuring and regulatory requirements, including for digital or token-based securities. Previously, Annemarie was the Chief Strategy Officer and General Counsel of Templum, Inc., a registered broker dealer/alternative trading system approved to conduct primary offerings and secondary trading in unregistered digital securities. Annemarie is a seasoned financial services lawyer/strategist with substantial SEC, law firm, and in-house legal experience, as well as experienced in broker dealer regulation, blockchain legal and regulatory issues, securities transactional work, SEC rules and regulations, corporate governance, and international expansion. Annemarie has led a broad range of regulatory and legislative thought leadership initiatives in the private issuer space and is a frequent speaker on a range of private market topics. Annemarie previously served as Head of Strategy at Nasdaq Private Market and as the General Counsel of SecondMarket, Inc., now Digital Currency Group. Annemarie has also worked at the Securities and Exchange Commission, Skadden Arps Slate Meagher & Flom, the NYSE and NYFIX. She is a member of the Board of Directors of the Association of SEC Alumni and a former member of the SEC’s Advisory Committee on Small and Emerging Companies. She earned her BA/BS in Finance and International Relations from the Alfred Lerner College of Business and Economics at the University of Delaware and her JD from the Catholic University of America. Annemarie is also FINRA series 7 and 24 licensed.
As Chief Legal Officer of FINRA, Robert Colby oversees FINRA’s rulemaking, interpretive and corporate legal functions, as well as FINRA’s Advertising, Corporate Financing and Dispute Resolution Departments, and FINRA’s Hearings and Appellate Offices.
Before joining FINRA, Mr. Colby was a partner in the law firm of Davis Polk & Wardwell LLP, where he advised on regulatory and compliance matters involving securities and derivatives for financial institutions and markets.
Before joining Davis Polk, Mr. Colby served as Deputy Director in the Securities and Exchange Commission’s Division of Trading and Markets. In that capacity, he was responsible for the regulation of broker-dealers, securities markets and clearing organizations. Before serving as Deputy Director, Mr. Colby was Chief Counsel of the Division of Trading and Markets, and Chief of the Division’s Branch of Market Structure.
Mr. Colby received his J.D. cum laude from Harvard Law School and his undergraduate degree summa cum laude from Bowdoin College.
As head of Davis Polk’s Investment Management Group, Ms. Jordan advises clients on collective investment vehicles, including hedge funds, mutual funds, closed-end funds and private equity funds. She acts as counsel to the adviser, the fund or the independent directors, depending on the client. Many of her matters involve advising clients concerning compliance with the Investment Company Act and Investment Advisers Act.
Ms. Jordan has worked on a number of internal and SEC investigations involving asset managers and has also worked on a number of acquisitions, reorganizations and structurings of asset managers. She also provides exemptive advice concerning the Investment Company Act for industrial holding companies and non-U.S. trading companies, banks, insurance companies and other financial institutions.
Ms. Jordan frequently provides advice to financial institutions that have affiliated asset managers and broker-dealers. Principal and agency transactions between asset manager clients and broker-dealers are highly regulated, and she provides advice on these regulations as well as other issues affecting advisers, private funds and mutual funds.
Brad Karp has been the Chairman of Paul, Weiss since 2008. One of the country’s leading litigators and corporate advisers, has successfully guided numerous Fortune 100 companies, global financial institutions and other companies and individuals through “bet the company” litigations, regulatory matters, internal investigations, and corporate crises. Prior to being named chairman, Brad chaired the firm’s Litigation Department. Brad has spent his entire career at Paul, Weiss, beginning as a summer associate.
Brad has received dozens of industry awards and recognitions. Brad has been selected as the “Attorney of the Year” by the New York Law Journal and by Lawdragon, the “Litigator of the Year” by The American Lawyer and by Benchmark Litigation/Euromoney, and one of the most innovative lawyers in the United States by the Financial Times. Brad received the “Special Achievement Award” from the Financial Times in recognition of his legal achievements and leadership of Paul, Weiss. Brad has repeatedly been named by the National Association of Corporate Directors as one of the most influential people in the boardroom. The New York Law Journal awarded Brad its first-ever Impact Award, in recognition of Brad’s “significant and lasting impact on the legal community in New York.” Brad received the William Nelson Cromwell Award from the New York County Lawyers Association in recognition of his “unselfish service to the profession and the community” and the John J. McCloy Memorial Award from the Fund for Modern Courts for making outstanding contributions to improving the administration of justice in New York state.
Brad speaks and writes frequently on business litigation, securities litigation and corporate governance. He has spoken at more than 600 conferences and has lectured at Harvard Law School, Yale Law School, Columbia Law School, NYU Law School and The Federal Judicial Center. Brad has written more than 600 articles on business litigation and corporate governance issues. For the past 36 years, Brad has written a monthly column for the New York Law Journal, “Second Circuit Review,” which analyzes developments in the Court of Appeals for the Second Circuit. Brad is a frequent contributor to the Harvard Law School Forum on Corporate Governance and Financial Regulation.
Brad frequently speaks out and writes about pressing issues of social justice. Brad is also active in the community, serving on more than 30 public interest, educational, cultural and charitable boards.
Brad is a 1984 graduate of Harvard Law School and clerked for The Honorable Irving R. Kaufman, former Chief Judge of the U.S. Court of Appeals for the Second Circuit.
David oversees the work of the Division’s Office of Chief Counsel. The office provides guidance to public companies on registration, reporting and other compliance matters. The office also annually responds to hundreds of requests to exclude shareholder proposals.
Previously, David was Assistant General Counsel in the SEC’s Office of General Counsel. There, he advised the Division and the Commission on a number of rulemakings, including implementation of the Sarbanes-Oxley Act, the Dodd-Frank Act, and the JOBS Act.
Before joining the Office of General Counsel in 1997, David spent three years as an enforcement attorney in the SEC’s San Francisco Regional Office. Prior to that, he spent eight years in private law practice.
David received his bachelor’s degree from the University of California at Berkeley in 1982 and his law degree from Georgetown University in 1986.
Elaine H. Mandelbaum is General Counsel of Interactive Brokers LLC and Senior Vice President of IBG LLC, an automated global electronic broker-dealer. In her role, she is responsible for the global legal team of Interactive Brokers. Prior to that, Elaine worked for Citigroup for 21 years, most recently as Head of Litigation and Regulatory Investigations for Citi’s Institutional Clients Group (ICG). Prior to starting at Citigroup, Ms. Mandelbaum was a litigation attorney at the New York office of Jones, Day, Reavis & Pogue, and previously at Paul, Weiss, Rifkind, Wharton & Garrison.
Elaine is the immediate past President of the SIFMA Compliance & Legal Society, and has served on the SIFMA C&L’s Executive Committee for over a decade. Elaine was previously Vice Chair of the FINRA National Adjudicatory Council, the appellate body for decisions rendered in FINRA disciplinary and membership proceedings. Elaine serves on the Board of Directors of the Legal Action Center and of the National Council of Jewish Women, and was the recipient of the 2015 “Woman Who Dared” Award from the NCJW.
Elaine is a frequent speaker at PLI, SIFMA and other industry conferences on topics relating to complex securities litigation, corporate governance, internal and regulatory investigations and issues relating to women in the securities industry. She is an honors graduate of Yale College and of Harvard Law School.
Jonathan K. Youngwood is Co-Chair of the Firm’s Litigation Department. For more than 20 years, Jon has represented financial institutions, corporations, executives and boards of directors in a wide range of high-profile litigations, arbitrations and regulatory investigations. His practice focuses on matters involving securities, antitrust and ERISA law as well as M&A litigation.
In 2017, Jon was the recipient of the “Securities Lawyer of the Year” award by Euromoney’s Benchmark Litigation, an award that recognizes the country’s leading litigators, and was also honored as a “Distinguished Leader” by the New York Law Journal. Chambers and Partners consistently recognizes Jon as a leading securities litigator, describing him as a “very well-respected lawyer with a tremendous reputation, and is very good in the courtroom”; “the best lawyer on his feet - he is incredibly comfortable before judges and panels”; a “smart, focused and creative lawyer who brings the required intensity to the job.” Chambers also recognizes him as “a detail-oriented litigator with the ability to get to the nub of an issue” who “has extensive securities knowledge” and “flair for written work and oral advocacy.” He is recognized as a “Leading Lawyer” by The Legal 500, where market commentators describe him as “very talented”; who has a “client-oriented approach”; “technically superb, bright and articulate”; an “outstanding securities litigator”; and “smart, hardworking and extremely professional.” Jon has also been recognized by Benchmark Litigation as a “Top 10 Nationwide Securities Star”; and is consistently recognized as a national and New York “Litigation Star” in Securities Litigation, where sources have described him as “one of the smartest lawyers I know. He not only is hardworking, but he has the ability to be both a big-picture thinker and also pay incredible attention to detail.”
He edits the Securities Law Alert, a monthly newsletter published by the Firm, is the Co-Chair of PLI’s annual program entitled “Handling a Securities Case: From Investigation to Trial and Everything in Between,” and received the Burton Award for Achievement in Legal Writing.
Among a number of significant pro bono achievements, Jon served on the Simpson Thacher team that achieved a finding (after a seven-month trial) that the New York City public schools fail to provide a constitutionally adequate education.
Jon received his B.A. with honors from Brown University in 1990. He received his J.D. in 1994 with honors from the University of Chicago, where he served as Comments Editor of The University of Chicago Law Review. He also holds a Master of Public Policy from The University of Chicago (1992). Jon joined Simpson Thacher in 1995 following a one-year clerkship with Hon. Dennis G. Jacobs of United States Court of Appeals for the Second Circuit. He became a Partner in 2003.
Jonathan R. Streeter focuses on white collar and securities litigation matters, trial practice, complex business disputes, internal investigations and securities enforcement.
He has tried 17 federal jury trials to verdict, including most recently as lead trial counsel for the government in the Galleon case United States v. Raj Rajaratnam, one of the largest insider trading cases in history. Prior to joining Dechert, Mr. Streeter served as Deputy Chief of the Criminal Division and as an Assistant U.S. Attorney in the Southern District of New York for more than 11 years, where he was on the Securities and Commodities Fraud Task Force. In that role he investigated and prosecuted a wide array of federal securities fraud offenses and coordinated parallel civil proceedings with the Securities and Exchange Commission. In addition to the Rajaratnam case, he successfully prosecuted Marc Dreier’s $700 million fraud that victimized various hedge funds, tried a two-month long accounting fraud case against the CEO of the Duane Reade drug store chain, and tried an insider trading case against a partner at Ernst & Young. He also has significant appellate experience, having successfully briefed and argued 16 appeals before the Second Circuit.
Former colleagues and adversaries quoted in The Wall Street Journal have described Mr. Streeter as “unflappable” and as a “go-to,” “seasoned” trial lawyer who has “a good rapport with the jury.” In 2015, Chambers USA ranked him for his white collar crime and government investigations work, describing him as “a very prepared lawyer and a very smart guy.” He has also been recognized for his white collar defense practice by The Legal 500 US since 2013 and Benchmark Litigation 2015 named him a Litigation Star and praised the "high marks" he received from clients and peers. Mr. Streeter has also been recognized by Lawdragon as one of the 500 leading lawyers in America. He received the Attorney General’s John Marshall Award, which is the Department of Justice’s highest award given to attorneys, for Outstanding Achievement in Asset Forfeiture on the Dreier case, and received the Attorney General’s Award for Distinguished Service on the Rajaratnam trial.
Keir Gumbs is the Chief Legal Officer of Broadridge Financial Solutions, Inc., where he oversees the legal, compliance and physical security teams. Prior to joining Broadridge, Keir served as Deputy General Counsel and Deputy Corporate Secretary of Uber Technologies, Inc., where he oversaw Payments, M&A, Finance, Real Estate and Commercial Transactions, Corporate Governance, Marketing, ESG, Capital Markets and related matters.
Before Uber, Keir was a Partner for nearly a decade at Covington & Burling, where he represented 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.
Keir’s career includes six years of service with the SEC, where, immediately prior to joining Covington & Burling in 2005, he served as Counsel to SEC Commissioner Roel C. Campos. In that position, Keir advised the Commissioner on a variety of matters arising under federal securities law with an emphasis on corporate finance issues under the Securities Act of 1933, issuer reporting obligations under the Securities Exchange Act of 1934, corporate governance developments and SEC enforcement actions. Prior to serving as Counsel to Commissioner Campos, Keir spent five years as a staff attorney and later a Special Counsel in the Office of Chief Counsel in the SEC’s Division of Corporation Finance.
Honors and Rankings
Memberships and Affiliations
Mr. O'Toole is the chair of Potter Anderson's Business Group, a member of the firm's Executive Committee, and chair of the firm's Blockchain Committee. He concentrates his practice on corporate and commercial transactions, particularly the structure and use of Delaware business entities, including corporations, limited liability companies, partnerships (general and limited) and statutory trusts. He often serves as counsel to lenders, borrowers, investors, managers, trustees and other parties involved in both domestic and international business transactions. His practice frequently involves providing third-party legal opinions concerning Delaware’s General Corporation Law, Delaware’s alternative entity statutes, the Delaware UCC and other applicable law.
Matt currently serves as a member, and is the immediate past chair, of the Council of the Corporation Law Section of the Delaware State Bar Association. He also sits on the drafting committees responsible for the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act, the Delaware Revised Partnership Act, and the Delaware Statutory Trust Act. Matt has served previously on other committees established by the Council, including the Technology Update Committee, which undertook a comprehensive review of Delaware’s General Corporation Law to study and recommend changes to that statute to accommodate current technology. He is one of the principal drafters of the Delaware Revised Captive Insurance Company Act and the Delaware Insurance Company Mutual-to-Stock Conversion Act.
Matt is co-author of Symonds & O'Toole on Delaware Limited Liability Companies, published by CSC/LexisNexis. His articles on amendments to Delaware’s corporate and alternative entity statutes and the Delaware UCC are published regularly in CSC’s Delaware Laws Governing Business Entities and he is author of the “Delaware Limited Liability Company Practice Guide,” in State Limited Liability Company & Partnership Laws (Aspen Law & Business). In addition, he has written a number of other publications and guides that serve as references for both business and legal professionals.
Matt has been recognized in The Best Lawyers in America for corporate law, mergers and acquisitions law and securitization and structured finance law. He also has been recognized as one of the leading corporate, alternative entities, and M&A lawyers in Delaware by Chambers & Partners.
Matt earned his J.D. from the College of William and Mary, Marshall-Wythe School of Law in 1992, his M.A. from Fordham University in 1988, and his B.A. summa cum laude from Fordham University in 1985.
Ms. Hauser is Vice President – Controller and Chief Accounting Officer for General Electric Company (“GE”). Prior to joining GE in 2013, Ms. Hauser was a partner in the Accounting Services Group of PricewaterhouseCoopers (PwC) National Professional Services Group. In addition, Jan also served as a Professional Accounting Fellow in the Office of the Chief Accountant at the Securities and Exchange Commission from 1991-1993.
Ms. Hauser is on the Committee on Corporate Reporting of Financial Executives International.
In addition, Jan had been a member of the Financial Accounting Standards Advisory Council (FASAC), a group that advises the Financial Accounting Standards Board (FASB) on matters related to board projects and agenda prioritization from 2013 through 2015. She was also on the Emerging Issues Task Force (EITF) from 2005 through 2011 and a member of the Financial Reporting Committee of the Institute of Management Accountants, an organization that regularly provides commentary and feedback on important standard-setting activities.
Ms. Hauser is a graduate of the University of Wisconsin and is a Certified Public Accountant. Ms. Hauser is on the Board of Trustees for The Holderness School.
Patricia regularly provides advice on corporate governance matters and a variety of corporate transactions for publicly traded and privately held corporations. She is often called upon to advise on mergers and acquisitions, financings, asset sales and other significant transactions. Her work includes structuring complex transactions and often involves counseling boards of directors and board committees on their fiduciary duties and the technical aspects of Delaware corporate law. She also provides formal legal opinions on issues involving Delaware corporate law.
Patricia is actively involved with the American Bar Association’s Mergers & Acquisitions Committee. She is Co-Chair of the Subcommittee on Acquisitions of Public Companies of the M&A Committee. She was a member of the Corporate Laws Committee (2014-2020) and served as Co-Chair of the MBCA Implementation and Outreach Subcommittee of the Corporate Laws Committee. She also served as Co-Chair of the Joint Task Force on Governance Issues in Business Combinations (2011-2018). As part of her role as Task Force Co-Chair, she served as an editor of The Role of Directors in M&A Transactions: A Governance Handbook for Directors, Management and Advisors.
Patricia is a member of the Council of the Corporation Law Section of the Delaware State Bar Association and, in that capacity, participates in the annual review of, and preparation of amendments to, the Delaware General Corporation Law. She was appointed by the Delaware Supreme Court to serve as a member of the court’s Board on Professional Responsibility (2012-2018). In 2018, she became a fellow of the American College of Governance Counsel, and in 2019 was named to the Board of Trustees and Secretary.
Patricia frequently speaks on Delaware corporate law issues at corporate law seminars and symposia around the country, including the Tulane Corporate Law Institute, the University of Texas Mergers & Acquisitions Institute, the Ray Garrett Jr. Corporate and Securities Law Institute, the Northwestern Law Securities Regulation Institute and the ABA National M&A Institute. She also serves as Co-Chair of Practising Law Institute’s Mergers & Acquisitions conference.
Prior to joining Morris Nichols, Patricia served as law clerk to The Honorable Randy J. Holland of the Supreme Court of the State of Delaware. She received her JD, magna cum laude, from Villanova University School of Law in 1996, where she served as Executive Editor of the Villanova Law Review. She completed her undergraduate education at University of Delaware, receiving a BS, magna cum laude, in 1992.
Professor Hamermesh is a graduate of Haverford College (1973) and Yale Law School (1976). He practiced law with Morris, Nichols, Arsht & Tunnell, in Wilmington, Delaware from 1976 to 1994.
Prof. Hamermesh is a member and former chair of the Council of the Corporation Law Section of the Delaware State Bar Association (responsible for the annual review and modernization of the Delaware General Corporation Law). From January 2010 to June 2011, he served as senior special counsel in the Office of Chief Counsel of the Division of Corporation Finance of the U.S. Securities and Exchange Commission in Washington, D.C. (advising the Staff of the Commission on matters of state corporate law).
Prof. Hamermesh was 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) from 2013 to 2020, 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: A Babe in the Woods: An Essay on Kirby Lumber and the Evolution of Corporate Law, 45 Del. J. Corp. L. 125 (2020); Finding the Right Balance in Appraisal Litigation: Deal Price, Deal Process, and Synergies, 73 Bus. Law. 961 (Fall 2018) (with Michael Wachter); The Importance of Being Dismissive: The Efficiency Role of Pleading Stage Evaluation of Shareholder Litigation, 42 J. Corp. L. 597 (2017) (with Michael Wachter); A Most Adequate Response to Excessive Shareholder Litigation, 45 Hofstra L. Rev. 147 (2016); Director Nominations, 39 Del. J. Corp. L. 117 (2014); and Loyalty’s Core Demand: The Defining Role of Good Faith in Corporation Law, 98 Geo. L. J. 629 (2010) (with Leo E. Strine, Jr., R. Franklin Balotti, and Jeffrey M. Gorris).
Srinivas M. Raju is a member of the Wilmington, Delaware law firm of Richards, Layton & Finger, P.A. His practice focuses on corporate advisory, corporate governance, transactional, and complex litigation matters relating to Delaware corporations, limited partnerships and limited liability companies. Srini has litigated numerous corporate control, corporate governance, and contractual disputes in the Delaware Court of Chancery and the Delaware Supreme Court. He has also advised corporate boards, special committees, and general partners with respect to governance and transactional issues.
Srini is frequent speaker on fiduciary duty and governance issues, particularly with respect to Delaware limited partnerships and limited liability companies. He has also published numerous articles on these topics, including articles published in The Business Lawyer, Securities & Commodities Regulation, Delaware Journal of Corporate Law, and Insights, and is co-author of a book titled Special Committees: Law and Practice (LexisNexis 2015).
Srini has been recognized in The Best Lawyers in America; Chambers USA; Benchmark Litigation; Lawdragon; PLC Which Lawyer; Super Lawyers; and The Legal 500.
Srini holds a J.D. degree from Georgetown University Law Center and a B.S. degree from Indiana University. Earlier in his career, and prior to entering law school, he was an accountant and obtained certification as a Certified Public Accountant.
Steve is a corporate and securities partner at Wilson Sonsini Goodrich & Rosati where he practices out of the Firm’s Palo Alto office. From 2009 – 2012, Steve was the CEO of the Firm.
Steve has served as an advisor to the SEC and Nasdaq on a variety of securities law, governance, financial reporting and capital formation matters. He was extensively involved in the development of Nasdaq’s rules with respect to corporate governance reform and other listing standards, and served as Co-Chair of the Nasdaq Listing and Hearing Review Council. Steve was a member of the SEC Advisory Committee on Smaller Public Companies, which was charged with evaluating the current securities regulatory system, including the impact of the Sarbanes Oxley Act. Many of the Committee’s recommendations have since been adopted as rule changes by the SEC. From 2012 to 2018, Steve served two terms as a member of the Federal Reserve Bank of San Francisco’s Board of Directors.
Steve served as one of two attorneys on the IPO Task Force where he was extensively involved in designing the IPO-related provisions of the Jobs Act of 2012, including confidential submissions and testing the waters.
From 2002 to 2009, Mr. Bochner was a lecturer on corporate and securities law at the UC Berkeley School of Law, where he designed and taught the Venture Capital and IPO Law course. From 2012 to 2018, Mr. Bochner served two terms on the Federal Reserve Bank of San Francisco’s board of directors. Mr. Bochner has also served on multiple advisory boards, including as Chair of the executive committee of the Northwestern Securities Regulation Institute from 2015-2017, as Chair of the Nasdaq Listing and Hearing Review Council, where he served as a member from 1996-2011, and as a member of the Securities and Exchange Commission’s advisory committee on smaller public companies from 2005-2006. Mr. Bochner currently serves on the board of directors of KQED and the Nasdaq Entrepreneurial Center. Mr. Bochner received a B.S. in Political Science at San Jose State University in 1977 and his J.D. at UC Berkeley School of Law in 1981.
Steve has published many articles in the areas of securities law and corporate governance. He was the Co-Chair of PLI’s Annual Institute on Securities Regulation in New York from 2007 – 2011.
Thomas J. Kim is a partner in the Washington D.C. office of Gibson, Dunn & Crutcher where he is a member of the firm’s Securities Regulation and Corporate Governance Practice Group. Mr. Kim focuses his practice on a broad range of SEC disclosure and regulatory matters, including capital raising and tender offer transactions and shareholder activist situations, as well as corporate governance and compliance issues. He also advises clients on SEC enforcement investigations involving disclosure, registration and auditor independence issues.
Mr. Kim has extensive experience handling regulatory matters for companies with the SEC, including obtaining no-action and exemptive relief, interpretive guidance and waivers, and responding to disclosures and financial statement reviews by the Division of Corporation Finance.
Mr. Kim served at the SEC for six years as the Chief Counsel and Associate Director of the Division of Corporation Finance, and for one year as Counsel to the Chairman. As Chief Counsel, Mr. Kim was responsible for the Division’s no-action, interpretive and exemptive positions. He also led several rulemaking initiatives including eliminating the prohibition on general solicitation in Rule 506 and Rule 144A offerings, the concept release on the U.S. proxy system, and the interpretive release on the use of company websites.
Before joining Gibson Dunn, Mr. Kim was a partner with Sidley Austin LLP. Prior to his tenure at the SEC, Mr. Kim served as Corporate and Securities Counsel for General Electric.
Mr. Kim has been recognized by Chambers USA in the Securities Regulation: Advisory category since 2015. He is also recognized by Best Lawyers in America, Who’s Who Legal, and the NACD Directorship 100 and is a Fellow of the American College of Governance Counsel. Mr. Kim is the Chair of the Northwestern Pritzker Law School’s Annual Securities Regulation Institute. He also chairs the ABA’s Securities Law Opinions Subcommittee of the Federal Regulation of Securities Committee. As a past member of the ABA’s Committee on Corporate Laws, he edited two editions of the ABA’s Corporate Director’s Guidebook.
Mr. Kim earned his J.D., magna cum laude, from Harvard Law School and was an editor of the Harvard Law Review. He earned his B.A., summa cum laude, from Yale College.
Wesley “Wes” Bricker is a Vice Chair and PwC’s Assurance Leader for the US and Mexico. In this capacity, Wes’ responsibilities encompass audit quality, business development and portfolio strategy, human capital, diversity, innovation, and technology.
Prior to joining PwC US, Wes served as the Securities and Exchange Commission’s Chief Accountant beginning in 2016, after serving as the deputy chief accountant following a role as a professional accounting fellow. In his role as the SEC’s Chief Accountant, Wes was the principal advisor to the Commission on accounting and auditing matters, and led the Commission’s Office of the Chief Accountant, a group of professionals widely regarded for advancing the quality of accountancy and financial reporting oversight in the capital markets in the US and internationally. He was also responsible for assisting the Commission with discharging its oversight of the Financial Accounting Standards Board (FASB) and the Public Company Accounting Oversight Board (PCAOB), and also served as chair for the Monitoring Group, a group of regulatory and international financial organizations committed to advancing the public interest in international audit standard setting and audit quality.
Wes returns to PwC where he previously served clients in the banking, capital markets, financial technology, and investment management sectors, and also served as a member of the firm's National Quality Organization.
Wes received a BS in accounting from Elizabethtown College and a JD from American University. He is licensed as a certified public accountant and is a member of the New York State Bar Association.
John W. White is a partner in Cravath, Swaine & Moore LLP's Corporate Department and serves as Chair of its Corporate Governance and Board Advisory practice. From 2006 through 2008, he served as Director of the Division of Corporation Finance at the U.S. Securities and Exchange Commission, which oversees disclosure and reporting by public companies in the United States. During his over 25 years as a partner at Cravath, John has focused his practice on representing public companies on a wide variety of matters including, more recently, public reporting and disclosure obligations, corporate governance matters and restatements, revisions and other financial crises.
John is a member of the Financial Accounting Standards Advisory Council (FASAC), which advises the Financial Accounting Standards Board (FASB). From 2010 to 2018, he served as a member of the Standing Advisory Group (SAG), which advises the Public Company Accounting Oversight Board (PCAOB). John is a member of the Board of Directors of Financial Executives International (FEI) and a member of the Board of Trustees and Chair of the Audit Committee of the Practising Law Institute (PLI). He served three years on the New York Stock Exchange’s Legal Advisory Committee, four years as Chairman of the Securities Regulation Institute, five years as Co-chair of PLI’s Annual Institute on Securities Regulation and six years on the Board of Trustees and Audit Committee of the SEC Historical Society. John was twice selected by the National Association of Corporate Directors (NACD) as one of the 100 “most influential people in the boardroom and corporate governance community.”
Shelley E. Parratt is Deputy Director of the SEC’s Division of Corporation Finance. In this capacity, Ms. Parratt oversees the Division’s disclosure review program, which is responsible for assisting over 7,000 reporting companies in meeting their disclosure obligations under the federal securities laws. Ms. Parratt also assists the Director in strategic planning for the Division and in developing Division policy and operational procedures.
Ms. Parratt served as Acting Director of the Division during the first half of 2017 and the first half of 2009, overseeing all disclosure review, rulemaking and other Division operations. She received a MBA from Syracuse University and a BA from St. Lawrence University.
Ted Yu is the Chief of the Office of Mergers and Acquisitions in the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC). Previously, he was the Senior Advisor to SEC Chair Mary Jo White, Senior Special Counsel to the Director of the Division of Corporation Finance, and Senior Special Counsel in the Division’s Office of Chief Counsel. In addition, Mr. Yu was in private practice in New York and Washington, D.C. He received his law degree from The George Washington University Law School and his B.A. in history from Cornell University.
Thomas W. Yang is Managing Director and Associate General Counsel at Bank of America and is co-head of the global team of attorneys that covers the Debt Capital Markets and Equity Capital Markets groups worldwide. Mr. Yang focuses on both debt capital markets and equity capital markets transactions, as well as U.S. and international regulatory and policy matters affecting the securities industry. Mr. Yang is the chair of the Primary Markets Committee of the Securities Industry and Financial Markets Association (SIFMA) and is a member of the Corporate Financing Committee of the Financial Industry Regulatory Authority (FINRA). Prior to joining Bank of America, Mr. Yang was a Director and Counsel in the Transactions Advisory Group at Credit Suisse First Boston from 2000 to 2005 and had practiced law with the firm of Brown & Wood LLP prior to then.
Mark is a partner in EY’s Assurance Professional Practice Group in Washington, DC where he specializes in matters pertaining to SEC rules and regulations related to financial reporting. He provides advice on these matters to EY’s engagement teams and clients and is responsible for developing the firm’s technical publications and providing feedback to the SEC on rulemaking proposals.
Mark joined EY in 2018 after serving 14 years on the staff of the SEC in the Division of Corporation Finance. Mark was the Chief Accountant of the division from 2013 until his departure. Between 2010 and 2013, he served as an Associate Director supervising the division’s filing review program. Mark spent the earlier part of his career with the SEC in various management and staff positions within the division’s Office of Chief Accountant and the filing review program. Before joining the SEC, Mark was the Director of Financial Reporting for a large public company and an audit senior manager at a global accounting firm.
Mark earned a Bachelor’s degree in Accounting from the University of Minnesota-Duluth. He is a Certified Public Accountant in the District of Columbia and Minnesota and is a member of the American Institute of Certified Public Accountants.
Aitan Goelman became the Director of the Division of Enforcement in the CFTC in June 2014. After graduating from Yale Law School in 1993, Mr. Goelman spent a year clerking for Justice Aharon Barak on the Supreme Court of Israel before beginning his career in the DOJ Attorney General’s Honors Program. As an Honor Graduate, Mr. Goelman was initially a trial lawyer in the Terrorism and Violent Crime Section in the Department of Justice’s Criminal Division. After the Oklahoma City Bombing in 1995, Mr. Goelman was appointed Special Attorney to the U.S. Attorney General on the OKBomb Task Force and served as a trial lawyer in the federal trials of Timothy McVeigh and Terry Nichols, for which he was awarded the Attorney General’s Award for Distinguished Service. From 1998 until 2003, Mr. Goelman was an Assistant U.S. Attorney for the Southern District of New York, where he investigated and prosecuted various federal crimes, including RICO, conspiracy, and wire, mail, bank and securities fraud. From 2003 until 2014, Mr. Goelman was a litigation partner at Zuckerman Spaeder in Washington, DC, where his practice focused on white-collar crime and complex commercial litigation. He is an adjunct law professor at George Washington University, where he teaches a course on the role of the federal prosecutor. In his 20 years practicing law, Mr. Goelman has tried more than 50 cases to verdict.
David Harms advises clients on securities and corporate law matters, including capital markets transactions, SEC requirements, corporate governance and broker-dealer regulation. He is a partner in the New York office of Sullivan & Cromwell, LLP.
Francesca L. Odell is a partner based in the New York office. Ms. Odell’s practice focuses principally on transactions in Latin America, specializing in capital markets, restructurings, mergers and acquisitions, private equity transactionsand project finance.
Ms. Odell is internationally distinguishedas one of the best corporate lawyers practicing in the region by Chambers Global, Chambers USA, Chambers Latin America, Latinvex, The Legal 500 U.S., The Legal 500 Latin America and Latin Lawyer 250: Latin America’s Leading Business Law Firms. In 2014, Ms. Odell was recognized by The American Lawyer as a “Dealmaker of the Year” for her work advising Petrobras.
Ms. Odell has extensive experience advising on debt and equity offerings by Latin American issuers, including Açucar Guarani, Banco Cruziero do Sul, Bancolombia, BIC Banco, Brazil Pharma, Brookfield Incorporações, Construtora Tenda, Copa Holdings, GP Investments, Iguatemi Empresa de Shopping Centers, Le Lis Blanc Deux Comércio e Confecções de Roupas, Multiplus, Oi, PDG Realty, Redecard, Ser Educacional, Suzano Papel e Celulose, TAM Airlines and Technos, among many others.
Ms. Odell regularly advises Petrobras in a variety of matters, including its US$67 billion SEC-registered global equity offering, its SEC-registered offering of €3.05 billion and £600 million senior notes, its US$11 billion SEC-registered multi-tranche notes offering, the largest-ever debt offering by an emerging markets company, and most recently, its $2.5 billion SEC-registered century bond offering, reported to be the largest century bond offering to date and the first by a Brazilian issuer.
Ms. Odell joined the firm in 1996 and became a partner in 2005. Ms. Odell is a member of the Bar of New York. Her native language is English, and she is fluent in Spanish and Portuguese.
Ms. Odell received a J.D. degree from New York University School of Law, where she was a staff editor of the Journal of International Law & Politics. She received B.A. from the University of Wisconsin - Madison.
Mary Connell Lifton has been covering cross border transactions for over ten years, with a particular emphasis on Latin America. She served as Vice President & Counsel in Credit Suisse’s Investment Banking Legal Department in New York from 2010 to 2016, where her practice included coverage of US equity and debt capital markets as well as sole coverage of the firm’s Latin American capital markets transactions. Prior to joining Credit Suisse, Ms. Lifton practiced as part of Cleary Gottlieb Steen & Hamilton LLP’s Latin American group, representing both issuers and underwriters on Latin American securities transactions. She graduated from Northwestern University School of Law in 2003, and clerked for the Honorable Arthur Alarcón of the Ninth Circuit Court of Appeals in Los Angeles from 2003-2004. Ms. Lifton graduated from Princeton University in 1997 with a degree in Spanish literature and Latin American Studies. She lived in Costa Rica prior to attending law school. Ms. Lifton is admitted to the bar in New York and California and is fluent in Spanish.
Andrew Weissmann was selected in January 2015 as the Chief of the Criminal Division’s Fraud Section of the U.S. Department of Justice. Prior to his selection, Weissmann taught criminal and national security law at New York University School of Law. Weissmann previously served as the General Counsel for the Federal Bureau of Investigation from 2011 to 2013 and before that, as special counsel to FBI Director Mueller in 2005. He was a partner at Jenner & Block in New York City from 2006-2011 where he was co-head of the White Collar Criminal Law group and on the firm’s Management Committee. From 2002 to 2005, Weissmann served as the Deputy and then the Director of the Enron Task Force in Washington, DC, where he supervised the prosecution of more than 30 individuals in connection with the company’s collapse. Weissmann was a federal prosecutor for 15 years in the Eastern District of New York, where he served as the Chief of the Criminal Division. He prosecuted numerous members of the Colombo, Gambino, and Genovese families, including the bosses of the Colombo and Genovese families. In addition, Weissmann won the largest Financial Industry Regulatory Authority arbitration award in history. He holds a Juris Doctor degree from Columbia Law School and was on the managing board of the Columbia Law Review. He has a Bachelor of Arts degree from Princeton University and attended the University of Geneva on a Fulbright Fellowship.
As Vice Chairman, Stakeholders & Client Service, Mike is responsible for overseeing PwC’s Government, Regulatory Affairs & Public Policy Office. In this role, Mike engages with a broad range of regulators, government agencies, legislative bodies, and non-government organizations important to PwC and its clients.
Mike has more than 30 years of professional experience with PwC.
Prior to his appointment as a Vice Chairman, he was the firm's Managing Partner, Assurance Quality where he led PwC's U.S. Assurance National Office (National Office). National Office functions include: Accounting Services; SEC Services; Risk Management; Strategic Thought Leadership; and Auditing Services Methods and Tools. In this role he was also responsible for PwC's Assurance Learning & Development, Regulatory Relations, and Inspections groups.
Prior to his appointment as a Managing Partner, Mike held other National Office leadership positions including: U.S. National Office Leader; U.S. Chief Accountant; U.S. Risk Management Leader; and National Office Accounting Consulting Partner. Prior to joining the National Office, he served as a Global Engagement Partner on a number of multinational SEC registrants focused primarily in the chemical/industrial products sector.
Mike served on PwC's U.S. Board of Partners and Principals, including the Finance, Governance, and Clients and Strategy committees.
From 2010-2016 Mike served as member of the Public Company Accounting Oversight Board's (PCAOB) Standing Advisory Group (SAG). He also served on The Center for Audit Quality's (CAQ) Professional Practice Executive Committee (PPEC) which he chaired from 2011-2016. Mike is a frequent speaker at profession related events and is a member of the AICPA and PICPA.
Ms. Garnett is an Associate Director for Disclosure Operations in the SEC’s Division of Corporation Finance. As a member of the Division’s senior leadership, Ms. Garnett is responsible for oversight of the disclosure review program for public companies. From 2000-2010, she served as an Assistant Director in the Division, supervising the filing review process for companies in the real estate and investment services industries. Previously, she served as Special Counsel and Attorney-Advisor in the Division of Corporation Finance. Prior to joining the Commission, Ms. Garnett was in private practice, concentrating in general corporate and securities law matters. In addition to her duties at the SEC, Ms. Garnett was an adjunct professor in the LL.M program for Securities and Financial Regulation at Georgetown University Law Center from 2005-2012. Ms. Garnett is a graduate of Dartmouth College and the University of Texas School of Law.