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49th Annual Institute on Securities Regulation


Speaker(s): Adam S. Hakki, Alan L. Dye, Alison M. Zoellner, Amy Borrus, Andrew J. Ceresney, Anna T. Pinedo, Audra D. Cohen, Brad S. Karp, Brian P. O'Shea, Brian V. Breheny, Catherine T. Dixon, Christopher A. Wightman, Colleen P. Mahoney, David A. Katz, David M. Becker, David M. Detweiler, David M. Lynn, Deanna L. Kirkpatrick, Dixie L. Johnson, Elaine H. Mandelbaum, Ettore A. Santucci, Faiza J. Saeed, George S. Canellos, Gerson A. Zweifach, Gordon K. Davidson, Gregory C. Yadley, Hon. Mary Jo White, Ian D. Schuman, James Q. Walker, Jeffrey R. Vetter, Jennifer A. Paradise, John F. Olson, John J. Huber, John W. White, Jonathan K. Youngwood, Joshua N. Korff, Karen J. Garnett, Katayun I. Jaffari, Kathryn H. Ruemmler, Keir D. Gumbs, Lawrence A. Hamermesh, Linda Chatman Thomsen, Lona Nallengara, Loretta V. Cangialosi, Manal Sultan, Mark A. Borges, Mark Kronforst, Marty Dunn, Matthew Furman, Meredith B. Cross, Michael A. Pittenger, Michael J. Gallagher, Michele M. Anderson, Nicolas Grabar, Patricia O. Vella, Paul L. Choi, Ralph C. Ferrara, Richard H. Walker, Robert C. Vincent, Robert H. Mundheim, Robert S Khuzami, Ronald O. Mueller, Sara Hanks, Sebastian Gomez Abero, Shelley E. Parratt, Simon M. Lorne, Srinivas M. Raju, Stanley Keller, Stephanie Avakian, Stephen M. Cutler, Steven A. Rosenblum, Steven E. Bochner, Ted Yu, Telemachus P. Kasulis, Theodore V. Wells Jr., Thomas J. Kim, Wesley R. Bricker, William H. Hinman, William R. McLucas
Recorded on: Nov. 8, 2017
PLI Program #: 181233

Ian Schuman is a partner in the New York office of Latham & Watkins and global Co-chair of the firm's Capital Markets Practice Group. He is also a member of the Corporate Department and Capital Markets and Private Equity Finance practices.

Mr. Schuman is experienced in a broad range of capital market transactions, including:

Initial public offerings

High yield debt offerings

Public and private equity offerings

Debt exchange offers and tender offers and consent solicitations

 

Mr. Schuman represents issuers and underwriters in capital markets transactions and companies with respect to general corporate and securities matters, including:

Corporate governance issues

Periodic and current filings with the Securities and Exchange Commission

Satisfaction of requirements set forth by the New York Stock Exchange and Nasdaq

 

Since 2011, Mr. Schuman represented underwriters and issuers on more than 150 debt and equity offerings across various industries. Select issuers include:

At Home Group, Inc.

Bojangles', Inc.

Camping World, Inc.

Canada Goose Holdings, Inc.

Charter Communications, Inc.

Chuy's Holdings, Inc.

Dave & Buster's Entertainment, Inc.

El Pollo Loco, Inc.

Fogo de Chao, Inc.

Hertz Global Holdings, Inc.

Jarden Corporation

J.Jill, Inc.

Manchester United plc

Milacron Holdings Corp.

Ollie's Bargain Outlet

Pinnacle Foods Inc.

Post Holdings, Inc.

Presidio, Inc.

PVH Corporation

The Chef's Warehouse, Inc.

WellCare Health Plans, Inc.

Wingstop Inc.

Zoe's Kitchen, Inc.


 Ms. 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.

 


Adam Hakki is the Firm’s Global Managing Partner.  He is also Global Head of the Firm’s Litigation Practice and Disputes Unit, maintaining a full time litigation and government investigation practice, with particular focus on securities, antitrust, and corporate governance matters, both civil and criminal.  Adam regularly appears in the courtroom, boardroom and before the Department of Justice, Securities and Exchange Commission, CFTC, FINRA, and other regulators. With decades of experience, Adam is seasoned in crisis management and a first-choice counsel to the financial industry for major cases and investigations.  Adam also frequently represents companies, directors and senior executives in other industries, especially healthcare, energy/oil and gas, technology and media.  For two of the last three years, Benchmark Litigation named Adam the sole “Securities Lawyer of the Year” for the entire United States.

Adam authored the chapter on damages in Litigating Securities Class Actions (Eisenberg, J., editor, LEXIS/NEXIS publisher), a comprehensive treatise on defending securities class actions whose contributing authors are recognized leaders in the field of securities litigation.  He has also co-authored numerous publications on securities regulation, enforcement and litigation, including the lead chapter on handling parallel regulatory investigations and securities litigations for the Practising Law Institute’s book “Handling a Securities Case:  From Investigation to Trial and Everything in Between.”  Adam is also a frequent lecturer and panel participant on insider trading, SEC and government investigations, and litigation and compliance matters, for SIFMA, PLI, ALI and other leading groups. 

Adam received his J.D. from St. John’s School of Law, magna cum laude, where he was Executive Articles Editor of the Law Review. 


Alison Malin Zoellner is the Vice President and General Counsel of the Advanced Materials business of Honeywell International Inc., an approximately $2.6 billion global business which manufactures a wide variety of high-performance products, including environmentally preferable refrigerants and materials used to manufacture end products such as bullet-resistant armor, nylon, computer chips and pharmaceutical packaging. Prior to this role, she was the Assistant General Counsel, Securities and Finance, of Honeywell, acting as the Company’s lead SEC disclosure and finance lawyer.  Alison was a 2016 Fellow of the Leadership Council on Legal Diversity.

Alison was instrumental in driving the early implementation of the SEC’s disclosure effectiveness initiative and received Finance awards (“Right and Fast”) from Honeywell’s CFO for overhauling the 2014 Annual Report on Form 10-K and leading the largest industrial Eurobond issuance  in 2016.  She  was a featured speaker at  the “Pacesetters in Financial Reporting” conference hosted by Pace University, FEI and EY, in September 2016, as well as a featured speaker at the “Conference on Current SEC and PCAOB Developments” hosted by the AICPA in December 2015.

Alison previously served as the Vice President and General Counsel of The New York Times Company, where she was the principal transactional lawyer as well as SEC disclosure counsel. She began her career as an associate at Sullivan & Cromwell.


Amy Borrus is deputy director of the Council of Institutional Investors (CII), a nonprofit, nonpartisan U.S. association of employee benefit funds, state and local entities charged with investing public assets, foundations and endowments, with combined assets in excess of $4 trillion, that promotes good corporate governance and strong shareholder rights. CII’s associate members include a range of asset managers with more than $25 trillion in assets under management.

Amy plays a lead role in developing CII strategy, policies on corporate governance and other issues and outreach to stakeholders and policymakers. She manages CII communications and speaks frequently on behalf of CII. Amy has key responsibilities for the content of two conferences annually that draw 450+ attendees. She organizes CII’s forum for governance professionals and its platform for dialog between investors and companies. She also supports CII’s board of directors on strategy and audit matters.

Amy serves on the FTSE Russell Policy Advisory Board and the Independent Steering Committee of Broadridge. She also serves on the boards of the CII Research and Education Fund and the Sinai Assisted Housing Foundation.

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


Andrew J. Ceresney is a partner in the New York office of Debevoise 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.

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. 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 US 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 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.


Anna T. Pinedo is a partner in Mayer Brown’s New York office and a member of the Corporate & Securities practice. She concentrates her practice on securities and derivatives. Anna represents issuers, investment banks/financial intermediaries and investors in financing transactions, including public offerings and private placements of equity and debt securities, as well as structured notes and other hybrid and structured products.

She works closely with financial institutions to create and structure innovative financing techniques, including new securities distribution methodologies and financial products. She has particular financing experience in certain industries, including technology, telecommunications, healthcare, financial institutions, REITs and consumer finance. Anna has worked closely with foreign private issuers in their securities offerings in the United States and in the Euro markets. She also works with financial institutions in connection with international offerings of equity and debt securities, equity- and credit-linked notes, and hybrid and structured products, as well as medium term note and other continuous offering programs.

Anna regularly speaks at conferences and participates in panel discussions addressing securities law issues, as well as the securities issues arising in connection with derivatives and other financial products. She is the co-author of JOBS Act Quick Start, published by International Financial Law Review (2013; updated 2014, 2016); a contributor to OTC Derivatives Regulation Under Dodd-Frank: A Guide to Registration, Reporting, Business Conduct, and Clearing (Thomson Reuters, first ed. 2014, second ed. 2015, third ed. 2016, fourth ed. 2017); co-author of Considerations for Foreign Banks Financing in the US, published by International Financial Law Review (2012; updated 2014, 2016); Liability Management: An Overview (2011, updated 2015), published by International Financial Law Review; co-author of Covered Bonds Handbook, published by Practising Law Institute (2010, updated 2012-2014); co-author of the treatise Exempt and Hybrid Securities Offerings, published by Practising Law Institute (2009, second ed. 2011, updated 2014, third ed. 2017); and co-author of BNA Tax and Accounting Portfolio: SEC Reporting Issues for Foreign Private Issuers (BNA Accounting Policy and Practice Series, 2009, second ed. 2012, updated 2016). Anna is also a contributing author to Broker-Dealer Regulation (2011, second ed. 2012), published by Practising Law Institute. She co-authored "The Approaches to Bank Resolution," a chapter in Bank Resolution: The European Regime (Oxford University Press, 2016). Anna contributed to The Future of Bank Funding and Capital: Solutions for Issuers, Opportunities for Investors (IFR Market Intelligence, 2009). Additionally, Anna co-authored "The Ties that Bind: The Prime-Brokerage Regulation," a chapter in Global Financial Crisis (Globe Law and Business, 2009); "The Law: Legal and Regulatory Framework," a chapter in PIPEs: A Guide to Private Investments in Public Equity (Bloomberg, 2006); and "The Impact Security: Reimagining the Nonprofit Capital Market," a chapter in What Matters: Investing in Results to Build Strong, Vibrant Communities (Federal Reserve Bank of San Francisco and Nonprofit Finance Fund, 2017). Anna is a contributor to Practising Law lnstitute's "BD/IA: Regulation in Focus" blog.


Brian O’Shea is a senior director at the Center for Capital Markets Competitiveness (CCMC) at the U.S. Chamber of Commerce. O’Shea manages the Chamber’s efforts on a number of SEC and capital markets-related issues, including corporate governance and capital formation. In addition, he advocates on behalf of Chamber members in front of regulatory agencies and elected officials, with a primary focus on establishing sound policies to promote sustainable growth and economic freedom.

CCMC was established in March 2007 to advocate legal and regulatory policies for the U.S. capital markets to advance the protection of investors, promote capital formation, and ensure U.S. leadership in financial markets in the 21st century.

Most recently, O’Shea was senior adviser to Rep. Scott Garrett (R-NJ), chairman of the Capital Markets Subcommittee of the House Financial Services Committee. There he played a leading role in developing and advancing the subcommittee’s legislative and oversight agenda, including passage of 39 bills under the subcommittee’s jurisdiction during the 114th Congress. He also served as legislative director to Reps. Ann Wagner (R-MO) and Quico Canseco (R-TX), both members of the House Financial Services Committee.

Earlier in his career, O’Shea spent six and a half years with Morgan Stanley private wealth management, where he helped manage a client base with more than $1.5 billion in assets. He lives in Alexandria, Virginia, with his wife and two children.


Brian V. Breheny heads the firm’s SEC Reporting and Compliance practice.  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.

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. 

During his tenure at the SEC, Mr. Breheny assisted the commission with its consideration of significant rule amendments in a number of areas including shareholder director nominations, tender offers, beneficial ownership reporting, electronic delivery of proxy materials, electronic shareholder forums, short sale disclosure, and proxy voting and shareholder communications.

Mr. Breheny serves as a member of the board of directors of the Society for Corporate Governance and repeatedly has been recognized by the National Association of Corporate Directors as part of its Directorship 100.  He also has been selected for inclusion in Best Lawyers in America, The International Who’s Who of Corporate Governance Lawyers and Chambers USA: America’s Leading Lawyers for Business.


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.


Chris Wightman is a Partner and founding member of CamberView Partners, where he advises clients on all aspects of corporate governance and shareholder engagement with a focus on complex proxy voting and executive compensation matters. Prior to joining CamberView in 2012, Mr. Wightman led Vanguard’s global corporate governance and portfolio compliance oversight programs, covering approximately US$3 trillion in equities. He was responsible for developing proxy policies, positions and analytics and assisted the Board of Directors and Proxy Oversight Group with policy decisions.

Mr. Wightman started at Vanguard in 2000 as a securities regulation attorney in the Legal Department, where he served as assistant secretary of the Vanguard funds and handled a variety of transactional and securities law matters. Prior to Vanguard he was an associate attorney at a corporate law firm where he worked on business combinations and regulatory issues for financial services and healthcare clients. Mr. Wightman serves on the SUNY Buffalo Law School Dean’s Advisory Council.


Colleen P. Mahoney, a partner in Skadden's Washington, D.C. office, heads the firm's Securities Enforcement and Compliance 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.

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 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.


David M. Lynn is a partner in the Washington D.C. Office of Morrison & Foerster, and is co-chair of the firm’s Corporate Finance | Capital Markets practice. Mr. Lynn is a highly respected securities advisory counsel who provides guidance to Fortune 100 corporations, small public companies, underwriters and other market participants on corporate finance matters and best practices for disclosures and compliance. In addition to being a leading authority on SEC issues, Mr. Lynn is particularly well known in the area of executive compensation disclosure, having co-authored, “The Executive Compensation Disclosure Treatise and Reporting Guide.”

While serving as Chief Counsel of the Securities and Exchange Commission’s Division of Corporation Finance, Mr. Lynn led the rulemaking team that drafted revisions to the SEC's executive compensation and related party disclosure rules. Mr. Lynn re-joined the SEC as Chief Counsel shortly after adoption of the Sarbanes-Oxley Act of 2002, and served in that position until 2007. As a result, he was intimately involved in implementing and interpreting the SEC rulemaking that occurred in the wake of the Sarbanes-Oxley Act. Mr. Lynn initially served on the SEC staff from 1995-2000 as an Attorney-Advisor and subsequently a Special Counsel in the Division of Corporation Finance.  While in private practice from 2000-2003, he advised clients on SEC investigations, securities transactions, mergers and acquisitions and corporate governance.

Mr. Lynn is co-editor of TheCorporateCounsel.net and The Corporate Counsel, which are widely read sources on securities, governance and corporate law matters. Mr. Lynn serves as co-chair of the Practising Law Institute’s Annual Institute on Securities Regulation and is a former chair of the Board of Trustees of the Securities and Exchange Commission Historical Society and the American Bar Association Business Law Section’s Federal Regulation of Securities Committee.


Dixie Johnson represents businesses and individuals in securities enforcement investigations and conducts internal investigations for corporate board committees and companies. As a partner on our Securities Enforcement and Regulation team and our Special Matters and Investigations team, Dixie serves as Deputy Practice Group Leader for Government Matters, a collection of ten government-facing practices within our 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 over two dozen investigations without charging Dixie's clients.

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

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

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

Chambers USA, Legal 500, Benchmark, Who’s Who, 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. In 2017, Chambers wrote that Dixie “wins praise across the board for her ‘terrific relationship with the SEC’” and noted her “expert, broad-based enforcement practice.” Dixie also has served in multiple leadership roles within the American Bar Association, including as co-Chair of the Fellows Committee, Business Law Section Chair and as Chair of the Federal Regulation of Securities 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.

 


Ettore Santucci, a partner in the firm’s Business Law Department, chairs the Capital Markets Group and co-chairs the REITs and Real Estate M+A Group. He focuses primarily on public and private securities offerings, corporate governance, securities law compliance, cross-border transactions, and mergers and acquisitions.

Mr. Santucci has extensive experience in equity and debt capital markets transactions. He regularly represents issuers (from emerging enterprises to NYSE-listed companies), underwriters, financial advisers and institutional investors in every segment of corporate finance, from exempt offerings (private placements, PIPEs and 144A/Reg S offerings), to IPOs and shelf offerings of a broad range of equity, debt and structured securities, including investment grade bonds, high yield debt, and convertible/exchangeable securities with a wide spectrum of pricing, settlement and tax-sensitive features. Mr. Santucci has a special expertise in structuring leveraged transactions for enterprises with complex capitalization strategies seeking to access the capital markets.

Mr. Santucci is recognized for his representation of publicly traded REITs and real estate operating companies in corporate finance (including IPOs) and M&A, as well as corporate governance and securities matters. He has focused expertise in the specialized legal structures commonly used in the real estate capital markets, such as UPREITs and downREITs, and in executing portfolio acquisitions.

Mr. Santucci is lead corporate and securities counsel for publicly traded companies in a variety of industries, advising them in all aspects of disclosure, corporate governance, corporate finance and securities law compliance. He also advises issuers and bondholders in debt restructurings, exchange offers and tender offers. Mr. Santucci has extensive experience in M&A, advising both acquiring and target companies.

In his active cross-border transactional practice, Mr. Santucci regularly advises U.S. clients in outbound investments, international joint ventures and M&A, as well as Italian and Western-European clients in similar transactions inbound towards the United States. Relying on his two law degrees (U.S. and Italian), Mr. Santucci is particularly attuned to the multi-jurisdictional issues that arise in cross-border investments, strategic alliances and business combinations.

Professional Activities

Mr. Santucci serves as vice chair of the ABA Section of Business Law’s Committee on Legal Opinions, as well as a reporter for the ABA Legal Opinions Committee’s report on cross-border legal opinions of U.S. counsel. He is also a member of the TriBar Opinion Committee and of the American Law Institute.

Professional Experience

Prior to joining Goodwin, Mr. Santucci was an associate at White & Case in New York City and was on the staff of NOMISMA, an economic research foundation in Italy, where he maintains extensive business contacts.

Recognition

Mr. Santucci has been selected for inclusion in Chambers Global: The World’s Leading Lawyers for Business (Capital Markets: REITs), Chambers USA: America’s Leading Lawyers for Business (Capital Markets: REITs – National and Corporate/M&A: Capital Markets – Massachusetts). He has also been listed in U.S. News-Best Lawyers and The Legal 500 U.S.

While attending law school, Mr. Santucci was an executive editor of the Boston College Law Review.

Publications

Mr. Santucci is a frequent speaker on a variety of topics. His representative articles include: “Evolution of the Non-Traded REIT Industry and the Benefits of Perseverance” (February 2012); “‘At the Market’ Offerings: Raising Equity Capital in Volatile Markets,” Derivatives (May 2009); “Seeking Equity Capital: What’s the Best Way to Sell in Today’s Economic Climate?,” Real Estate Law & Industry Report (April 2009); “Cash Conservation Strategies for U.S. REITs,” Taxation of Investment Funds: 2009 (February 2009); “Operating Under the New Form 8-K Accelerated and Expanded Reporting Requirements,” The Real Estate Finance Journal (Winter 2004); “The New Form 8-K: Interpretive Issues for REITs and REOCs,” The Real Estate Finance Journal (Winter 2004); “Resolution of the Sovereign Debt Crisis Through the IMF,” 14 Denver Journal of International Policy 1 (1985); and “The U.S. Supreme Court and Worldwide Unitary Taxation,” 15 B.C. L. Rev. 645 (1984).

Education

J.D., Boston College Law School, 1985 (summa cum laude)

J.D., Università Di Bologna, Faculty of Law, 1982 (summa cum laude)

B.A., Manhattanville College, 1981

Admissions

Mr. Santucci is admitted to practice in Massachusetts and New York. He is a member of the Boston, American and International Bar Associations.


EXPERIENCE

Affiliate to FTI Consulting, Inc.         April 2013-Present
Provides consulting services and expert witness testimony in the areas of securities offerings, strategic transactions, corporate disclosure, restatements, internal control over financial reporting and corporate governance. He will also provide assistance to companies facing SEC Staff comments, FCPA investigations and SEC enforcement actions, including deferred prosecution agreements and monitorships.

 

FTI Consulting, Inc.; Senior Managing Director     Feb. 2011-March 2013
Provided consulting services and expert witness testimony in the areas of securities offerings, strategic transactions, corporate disclosure, restatements, internal control over financial reporting and corporate governance. Also provides assistance to companies facing FCPA violations and SEC enforcement actions, such as deferred and non-prosecution agreements as well as monitorships.

 

Latham & Watkins LLP; Senior Partner and Of Counsel         April 1986-Jan. 2011
Counseled clients, including companies and investment banking firms, on securities offerings, tender offers and mergers. Advised companies and audit committees on a broad range of securities regulation issues, including securities law, accounting, restatements, internal control over financial reporting and corporate governance. One of three members of Latham’s National Office which advised over 400 corporate attorneys in 30 offices world-wide.

 

Securities and Exchange Commission, Washington, D.C.         1975-1986
After starting in the Division of Corporation Finance at the entry level position of branch attorney in 1975, became the draftsman in 1976 of the first permanent tender offer and going private rules, served in the Office of General Counsel in 1978, became the supervisor for the Division’s rulemaking program, including the integrated disclosure system in 1979, was named Deputy Director in 1981 and supervised the review function before being named Director in 1983 and supervised over 300 professionals and staff in administering the Securities Act of 1933, the reporting provisions of the Securities Exchange Act of 1934 and the Trust Indenture Act of 1939.

 

Clerk to the Wisconsin Securities Commissioner            1973-1974

PUBLICATIONS, PROFESSIONAL RECOGNITION and TEACHING

Listed in the 2011 Edition of Washington DC’s Best Lawyers survey in the Corporate Governance and Compliance Law, Mergers & Acquisitions Law and Securities Law categories.

Named one of the world’s leading practitioners in Corporate Governance by The International Who’s Who of Corporate Governance Lawyers 2010.

Editor of The Practitioner’s Guide to the Sarbanes-Oxley Act, published by the American Bar Association.

Former member of the NASD’s Corporate Financing Committee and former Chairman of the ABA’s

Subcommittee on Securities Registration and Task Force on Regulation Fair Disclosure.

Adjunct Professor at both Georgetown University Law Center and Washington School of Law of the

American University in Washington, D.C. from 1978 to 1986 teaching courses in Mergers and Acquisitions, Business Associations and Securities Regulation.

First recipient of the Manual F. Cohen Outstanding S.E.C. Young Lawyer award in 1978 conferred by the Securities Law Committee of the Federal Bar Association.

EDUCATION

LL.M. (Taxation), Georgetown University Law Center; Washington, DC

1978

J.D. cum laude, University of Wisconsin Law School; Madison, Wisconsin

1974

Masters Program, University of Wisconsin Graduate School, Madison, Wisconsin (September, 1968 to January, 1969) (left to enter U.S. Army)

 

B.A., History, with honors, University of Wisconsin, Madison, Wisconsin

1968

MILITARY SERVICE

U.S. Army, 1st LT, MI, 1969-1972


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.


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.


GREGORY C. YADLEY is resident and heads the Corporate Practice Group in the Tampa Office of Shumaker, Loop & Kendrick, LLP.  His principal areas of practice are securities, mergers and acquisitions, corporate and general business law.  Mr. Yadley has extensive experience representing business entities of all sizes, including closely-held and family businesses and large and small public companies. He regularly represents these clients in financing transactions, mergers and acquisitions, contract negotiations and disputes, strategic planning, legal compliance and general corporate matters. He also has extensive experience in securities matters, including advising clients with regard to their private and public offerings of securities (including initial public offerings) and their ongoing disclosure, governance and compliance obligations.

Mr. Yadley has served since his September 2011 appointment as a member of the SEC Advisory Committee on Small and Emerging Companies.  He is past Chair of the ABA Business Law Section’s Middle Market and Small Business Committee and Co-Chair of the Private Placement Broker-Dealer Task Force.  He is past Chairman of the Florida Bar’s Business Law Section (and former Chair of the Corporations and Securities Committee), and has been a member of that Section’s Executive Council since 1984.  Mr. Yadley formerly served as Branch Chief at the U.S. Securities and Exchange Commission and Assistant General Counsel for the Federal Home Loan Mortgage Corporation, both in Washington, D.C., prior to entering private practice in Tampa, Florida with Shackleford, Farrior, Stallings & Evans, P.A. and Dykema Gossett. He is an adjunct professor at the University of Florida Levin College of Law, a frequent lecturer and contributor to legal periodicals, Co-Author of The Florida Bar Florida Corporate Practice Manual and Chair of the Annual Federal Securities Institute.

Mr. Yadley has been named in The Best Lawyers in America (Corporate Compliance Law, Corporate Law, Leveraged Buyouts and Private Equity Law, M&A Law, Securities/Capital Markets Law) (since 2005) and its Lawyer of the Year in several categories since 2012; Chambers & Partners’ America’s Leading Lawyers for Business (since 2003), Florida Legal Elite (since 2004; Hall of Fame since 2013), Florida Super Lawyers (since 2006), and Top 100 Lawyers in Florida, Law & Politics (2006-2009). He holds the highest rating assigned by Martindale-Hubbell.  He is a member of the U.S. Supreme Court, Florida and District of Columbia Bars and a Fellow of the American Bar Association.  Mr. Yadley is a graduate, cum laude, with Highest Honors in English from Dartmouth College and received his law degree, with Honors, from George Washington University.


James Q. Walker concentrates in government investigations, complex commercial litigation, professional liability and legal ethics.  Mr. Walker represents companies and senior executives in federal and state criminal and civil investigations of potential violations of the securities laws and the Foreign Corrupt Practices Act.  He represents law firms and lawyers in government and internal investigations of potential criminal, regulatory and/or professional misconduct, and in related criminal and civil litigation and regulatory proceedings. 

Mr. Walker is the Chair of the New York County Lawyer’s Association Professional Ethics Committee.  He has served on the New York City Bar’s Professional Discipline, Professional and Judicial Ethics, Professional Responsibility, and Securities Regulation Committees, and on the New York State Bar Association Committee on Professional Ethics, where he has been a member since 1996.  He has drafted numerous ethics opinions and reports on ethics issues.  Mr. Walker is a frequent lecturer on legal ethics, internal investigations and corporate governance, and has written articles on attorney-client privilege, professional ethics, internal investigations, and issues arising under the securities laws.  Mr. Walker also serves as General Counsel to Richards Kibbe & Orbe LLP.


Jeffrey Vetter concentrates his practice on public and private offerings of securities, mergers and acquisitions, counseling public and late-stage private companies, and other securities law matters.

Jeff has worked on more than 75 IPOs during his career. His recent issuer-side initial public offerings include LendingClub, King Digital Entertainment, Workday, Facebook, Nimble Storage, Proofpoint, and Responsys, as well as additional confidential offerings. Jeff also represents underwriters of numerous initial public offerings, including the initial public offerings of Nutanix, Tableau Software, Mobile Iron, Rocket Fuel, Veeva Systems, Jive Software, Fusion-io, Salesforce.com, New Relic, Barracuda, and Omniture. He has experience with other public and private offerings of debt and equity securities and stock exchange listings, including the listing of SuccessFactors on the NYSE, NYSE Euronext and Frankfurt Stock Exchange, corporate governance matters and joint ventures.

Prior to joining Fenwick & West in 1995, Jeff represented public companies and financial institutions in a wide range of corporate finance, lending and merger and acquisition transactions.

Jeff received his undergraduate education at the University of California, Berkeley, graduating with a B.A., with honors and with distinction, in 1987. He attended law school at the University of California, Hastings College of the Law, graduating with a J.D., magna cum laude, in 1990. He also served on the Hastings Law Journal and was named to the Order of the Coif.


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.


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.


Keir Gumbs is Associate General Counsel, Global Corporate, M&A and Securities, and Deputy Corporate Secretary at Uber Technologies, Inc.  Prior to joining Uber, he was a partner in the corporate and securities practice at Covington & Burling LLP. Keir started his career at the SEC, where he served for six years - first as a staff attorney, later as a Special Counsel in the Office of Chief Counsel in the SEC’s Division of Corporation Finance and finally as counsel to SEC Commissioner Roel Campos. 

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

Honors and Rankings

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


Loretta Cangialosi is a Certified Public Accountant with over 30 years of experience and is currently Senior Vice President and Controller of Pfizer Inc.

In February of 1993, Ms. Cangialosi joined Pfizer Inc and after holding various positions of increasing responsibility in the Controllers Division, in October 1999 Ms. Cangialosi was named Vice President and elected as Controller.  As such, she oversees accounting guidance, policies and training, external and internal financial reporting, consolidations, internal controls and lends her expertise to various business development activities and transformational projects.  She has overseen three major acquisitions and subsequent integration efforts into Pfizer.

She is a member of many leadership, sponsor and steering committee groups within Pfizer and is actively involved in providing strategic direction for Finance, information technology systems, compliance activities, and business development activities.  She ensures Pfizer’s voice is included in the shaping of new accounting and reporting standards and regulations including meeting with the Office of the Chief Accountant of the Securities and Exchange Commission as well as members of the Financial Accounting Standards Board and International Accounting Standards Board.

Prior to joining Pfizer, Ms. Cangialosi was a Senior Manager with KPMG in it New York Audit Group.

Ms. Cangialosi currently serves on the Executive Committee of the Financial Executives International Committee on Corporate Reporting and serves on the Public Company Accounting Oversight Board’s Standing Advisory Group which advises that Board on auditing standards and independent auditor topics.


Manal Sultan is currently the Deputy Director for the Division of Enforcement and is in charge of the Division’s New York office. Ms. Sultan represented the Division in many enforcement actions, including virtual currency matters, which are filed in the United States District Court and focus on allegations of manipulation, fraud, and trade practice misconduct. She has also successfully negotiated and settled many actions including benchmark cases and spoofing cases. Prior to being appointed Deputy Director, she has served as a chief trial attorney with the Division of Enforcement at the CFTC in New York. She also served as the Squad Leader of the Manipulation and Disruptive Trading squad of the Division. Ms. Sultan is a graduate of Fordham Law School. In addition, she holds an MBA in finance and information technology.

 


Mark A. Borges is a principal with Compensia, Inc., a management consulting firm providing executive compensation advisory services to compensation committees and senior management of knowledge-based companies. From April 2003 until September 2007, he was a principal for Mercer in the firm’s Washington Resource Group in Washington, DC. Previously, Mr. Borges was a Special Counsel in the Office of Rulemaking, Division of Corporation Finance with the United States Securities and Exchange Commission.  Before that, he was General Counsel for ShareData, Inc.  Mr. Borges practiced law with the firms of Ware & Friedenrich (now DLA Piper) from 1987 to 1992 and Pillsbury, Madison & Sutro (now Pillsbury Winthrop) from 1982 to 1987.  From 1981 to 1982, he served as law clerk to the Honorable Marion T. Bennett of the United States Court of Claims in Washington, DC.

Mr. Borges is the author of SEC Executive Compensation Disclosure Rules (2nd Ed.), published by the American Bar Association, and a co-author of the Lynn, Borges & Romanek Executive Compensation Disclosure Treatise and Reporting Guide. He is also an Adjunct Professor at the Georgetown University Law Center, teaching a course of the securities law aspects of executive compensation.

A California native, Mr. Borges graduated from Humboldt State University in 1976.  He received his J.D. from Santa Clara University in 1979 and an L.L.M. in Taxation from New York University in 1981.  He is a member of the American Bar Association.


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

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

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

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

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

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

 


Mary Jo White is a litigation partner and Senior Chair at Debevoise & Plimpton LLP, and leader of the firm’s Strategic Crisis Response and Solutions Group where she counsels boards of directors and represents clients on significant, high-profile matters, including crises involving multi-faceted government investigations and cases.   

Ms. White also has a distinguished record of public service, having just completed a nearly four-year term as Chair of the United States Securities and Exchange Commission and previously serving as the United States Attorney for the Southern District of New York, the nation’s premier U.S. Attorney’s Office, for almost nine years.

Under her leadership as SEC Chair, from 2013-2017, the Commission significantly enhanced its enforcement program and strengthened protections for investors and the markets through a range of transformative initiatives to address a wide range of  issues exposed by the financial crisis. During her tenure, the Commission initiated more than 2,850 enforcement actions and achieved record financial recoveries.

As the U.S. Attorney for the Southern District of New York from 1993 to 2002, Ms. White became the only woman to hold the top position in that office’s more than 200-year history. Ms. White oversaw major prosecutions of white collar crime, organized crime and international terrorism.  Her work in terrorism included the successful prosecutions of those responsible for the1993 World Trade Center bombing, the Day of Terror Plot, the Manila Air Plot and the prosecutions of those responsible for the 1998 East African embassy bombings in Kenya and Tanzania, which included the indictment of Osama bin Laden.

Ms. White has also gained prominence as a premiere white collar lawyer at Debevoise, where she also served as a litigation partner from 1983 to 1990, Chair of the Litigation Department from 2002-2013. Having recently returned to Debevoise, she has resumed assisting clients with their most critical matters.   

Ms. White has been recognized by the National Law Journal as one of “50 Most Influential Women Lawyers in America,” and is a recipient of numerous honors, including the Sandra Day O’Connor Award for Distinction in Public Service, the George W. Bush Award for Excellence in Counterterrorism, the Magnificent 7 Award of the Business and Professional Women/USA and the Women of Power and Influence Award from the National Organization of Women. She has also been named to the Forbes “Power Women List.”

Ms. White graduated from William & Mary, Phi Beta Kappa with a B.A. in Psychology, The New School for Social Research with an M.A. in Psychology and Columbia Law School with a J.D., where she was an officer of the Law Review.


Matthew Furman is General Counsel for Willis Towers Watson. He oversees Willis Towers Watson's legal, compliance, risk and corporate secretary functions worldwide and serves as a member of the company's senior leadership team. Prior to the 2016 merger that created Willis Towers Watson, he was Executive Vice President and General Counsel for Willis.

From 2007 until March 2015, Mr. Furman was Senior Vice President, Group General Counsel - Corporate & Governance, and Corporate Secretary for Travelers. In that role, he oversaw corporate, governance and shared service legal matters for Travelers and served on the firm’s senior-level Operating Committee.

Mr. Furman was previously at Goldman, Sachs & Co. in New York, where he was Vice President and Associate General Counsel in the finance and corporate legal group. Prior to that, he was in private practice, with almost six years’ experience at Simpson Thacher & Bartlett in New York.

Mr. Furman holds a bachelor’s degree from Brown University and a law degree from Harvard Law School.

Mr. Furman is a Director of the Legal Aid Society. He is also a member of the Securities and Exchange Commission's Investor Advisory Committee, where he is Chair of the Market Structure Subcommittee and a member of the Executive Committee. Until recently, he served on the board of the national Alzheimer’s Association and is a former Co-Chair of the Association’s New York City chapter. In 2013, he was a David Rockefeller Fellow at the Partnership for New York City.

In 2014, Mr. Furman was named a Corporate Counsel 100 Rising Star by the Legal 500 publication.


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

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

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

Education

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

Honors & Awards

  • Recognized for her exceptional securities practice in the 2006-2009 and 2014-2018 editions of Chambers USA: America's Leading Lawyers for Business
  • Selected by peers for inclusion in the 2005-2019 editions of Best Lawyers in America for securities and capital markets law. Named by Best Lawyers as Washington DC Securities/Capital Markets "Lawyer of the Year" in 2017. 
  • Recipient of the 2014 Linda Quinn Lifetime Achievement Award by TheCorporateCounsel.net
  • Named to the NACD Directorship 100, A Who's Who of the American Corporate Governance Community, in 2010
  • Recognized as a Dealmaker of the Year by The American Lawyer in 2003


Michele 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 offices of Mergers and Acquisitions, International Corporate Finance, and Structured Finance.  She also oversees rulemaking initiatives and no-action, interpretive, and exemptive positions taken by the Division on domestic and cross-border mergers and acquisitions transactions, multinational offerings, and offerings by foreign issuers in the United States.

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 domestic and cross-border M&A transactions as well as the statutory and regulatory 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, including registration statements, periodic reports and proxy materials, 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.


Mr. Mundheim is Of Counsel to Shearman & Sterling and Professor of Corporate Law & Finance at the James E. Rogers College of Law at the University of Arizona. He was formerly the Executive Vice President and General Counsel of Salomon, Inc. (1992-1997). Mr. Mundheim was the University Professor of Law and Finance at the University of Pennsylvania (1980-1992) and the Dean of the University of Pennsylvania Law School (1982-1989). In addition, Mr. Mundheim has served as General Counsel of the U.S. Treasury Department (1977-1980) and as Special Counsel of the Securities & Exchange Commission (1962-1963).

Mr. Mundheim was a member of the American Bar Association’s Standing Committee on Ethics and Professional Responsibility (2006-2012) and served as its Chair (2008-2011). He was a member of the Council of the American Law Institute (1985-2012) and served as a Consultant and Advisor to the Council on the Institute’s Principles of Corporate Governance (1980-1992). He also served as an Advisor to the American Law Institute’s Restatement of the Law – the Law Governing Lawyers, as a member of the American Bar Association President’s Task Force on Corporate Responsibility, and as a member of the Association of the Bar of the City of New York’s Presidential Task Force on Lawyers’ Role in Corporate Governance.


Ms. Thomsen, who was the first woman to serve as the Director of the Division of Enforcement at the Securities and Exchange Commission, is a partner 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).


Nicolas Grabar is a partner based in the New York office. His practice focuses on securities regulation and on the representation of large reporting companies, as well as international capital markets. He plays a primary role in the firm’s work for clients including leading Mexican and Brazilian companies, several Fortune 100 companies and global investment banks.

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

Mr. Grabar’s broad expertise includes dealing with the Securities and Exchange Commission in connection with Exchange Act reporting, shareholder proposals, securities offerings, financial restatements and investigations. Over the past year, Mr. Grabar has been one of the lead partners representing longstanding client Petrobras in various matters, including in significant SEC reporting, corporate governance and financing matters.

Mr. Grabar was honored in 2011 as a "Dealmaker of the Year" and in 2010 as a "Dealmaker in the Spotlight" by The American Lawyer. IFLR1000: The Guide to the World's Leading Financial Law Firms, Chambers Global, Chambers USA, Chambers Latin America, The Legal 500 U.S., The Legal 500 Latin AmericaLatin Lawyer 250: Latin America's Leading Business Law Firms, The International Who's Who of Business Lawyers, The International Who’s Who of Capital Markets Lawyers and The Best Lawyers in America repeatedly recognize him as one of the world's best capital markets lawyers.

From 2002 to 2010 Mr. Grabar chaired the annual Practicing Law Institute program on foreign issuers and U.S. securities regulation, and he has served on the securities regulation committees of several bar associations. He is the chair of the Financial Reporting Committee of the New York City Bar Association and a member of the TriBar Committee on Legal Opinions. He has spoken and published on legal opinion practice, securities regulation, international securities offerings, privatizations and securitizations of financial assets. He is a co-author of U.S. Regulation of the International Securities and Derivatives Markets (published by Wolters Kluwer, 10th edition 2011) and is a consulting editor and contributor to The New York Stock Exchange IPO Guide (2nd edition, 2013).

Mr. Grabar joined the firm in 1984 and became a partner in 1991. From 1985 to 1989, he was resident in the Paris office. Mr. Grabar received a J.D. degree, cum laude, from Harvard Law School in 1982 and an undergraduate degree, magna cum laude, from Harvard College in 1978. He also served as law clerk to the Honorable Pierre N. Leval of the U.S. District Court for the Southern District of New York.

Mr. Grabar is a member of the Bar in New York and has been admitted to practice in France. His native language is English, and he is fluent in French and proficient in Spanish and Portuguese.


PAUL CHOI is a partner in Sidley’s Corporate group, which advises clients on mergers and acquisitions, corporate finance transactions and securities and corporate governance matters. He is the global co-leader of the firm’s mergers and acquisitions practice.

In the mergers and acquisitions area, Paul focuses on public and private mergers, acquisitions, dispositions, spin-offs and joint ventures. His practice also includes counseling clients on takeover defense and proxy contests and stockholder activist situations. Paul has advised on a broad range of mergers and acquisitions transactions, from small private transactions to dozens of public multi-billion dollar mergers.

In the corporate finance area, he has represented issuers and underwriters in numerous private and public equity and debt offerings. These capital markets transactions have included a variety of initial public offerings, including subsidiary or “carve-out” offerings in the energy, technology, financial services and real estate sectors, and other acquisition financing transactions. His practice also includes private equity and debt offerings, Rule 144A transactions, and high yield debt, equity derivative and hybrid securities offerings.

In addition to his transactional work, Paul advises public company clients on a broad range of corporate governance and general securities law matters, including Sarbanes-Oxley, board of director, fiduciary duty, audit committee, disclosure policy and related issues. He is a regular speaker at numerous seminars and conferences on topics relating to directors’ duties and M&A developments.

Paul was named by Crain’s Chicago Business in its annual “40 Under 40” list of leading Chicago area business executives and professionals. He is included in the Corporate/M&A section of Chambers Global and Chambers USA. Additionally, Paul has been recommended by The Legal 500 for Capital Markets: debt offerings and M&A: large deals.

Paul served as a law clerk to the Honorable Laurence H. Silberman on the United States Court of Appeals for the D.C. Circuit from 1989–1990.

He is a member of the Board of Overseers of Harvard University and is former President of the Harvard Alumni Association.


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

Recent publications include: Finding the Right Balance in Appraisal Litigation: Deal Price, Deal Process, and Synergies, 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).


Ralph Ferrara's practice includes a wide range of litigation, business regulatory and corporate governance matters. He represents corporations and individuals in complex securities class and shareholder derivative actions, advises corporate clients on Securities and Exchange Commission reporting and disclosure requirements, represents corporations and individuals in government investigations and enforcement proceedings, conducts corporate internal investigations, handles consumer financial services issues and counsels corporate officers and boards on all of these matters. Mr. Ferrara has argued on five occasions before the United States Supreme Court on cases, appeared in each of the U.S. Circuit Courts of Appeal and represented clients in state and federal courts across the country.

Prior to joining Proskauer, Mr. Ferrara was associated with two internationally ranked law firms where he served as Managing Partner of the Washington, DC office for one of the firms and also served on the firm’s Management Committee.  Ralph also served as General Counsel of the Securities and Exchange Commission from 1978-1981. In that capacity, he argued several cases before the United States Supreme Court including: Burks. v. Lasker; Transamerica Mortgage Advisors, Inc. v. Lewis; Aaron v. Securities and Exchange Commission; and Steadman v. Securities and Exchange Commission. During his career with the Securities and Exchange Commission, Ralph was appointed as Chief of Staff or Special Counsel to three Chairmen.

Mr. Ferrara has authored many books and treatises, as well as numerous articles for academic and professional journals and has lectured before a number of associations and institutes. Included among his publications are: Debt Despair & Deliverance: Commentary and Analysis on The Consumer Financial Protection Bureau (Wolters Kluwer Law & Business, 2011); Consumer Financial Protection Bureau Reporter with Practice Commentary and Analysis, 4 vols. (Wolters Kluwer Law & Business, 2011); Takeovers: A Strategic Guide to Mergers and Acquisitions (Aspen Law & Business, 2011); Ferrara on Insider Trading and the Wall (Law Journal Press, 2d ed., 2001); Managing Marketeers: Supervisory Responsibilities of Broker-Dealers 2nd Investment Advisers (CCH, 2000); Shareholder Derivative Litigation: Besieging the Board (Law Journal Seminars-Press, 2008 and updates); Ferrara on Insider Trading and the Wall (Law Journal Press, 1995 and updates); Takeovers II: A Strategist's Manual for Business Combinations in the 1990s (Butterworths, 2d ed., 1993); Beyond Arbitration: Designing Alternatives to Securities Litigation (Butterworths, 1991); Stockbroker Supervision: Managing Stockbrokers and Surviving Sanctions (Butterworths, 1989); Redeeming Fallen Brokers: Managing the Aftermath of Broker-Dealer Enforcement Proceedings (Butterworths, 1988); Takeovers: Attack & Survival (Butterworths, 1987); Securities Practice: Federal and State Enforcement (Callaghan, 1985 and updates).


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

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

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

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

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

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

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


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.

 


Rob Vincent is a Managing Director and Associate General Counsel in J.P. Morgan’s Investment Banking Legal Department in New York, where he is currently deputy head of the team of lawyers supporting Capital Markets, M&A Advisory, Investment Banking Coverage, Research and Securitized Products businesses in the Americas.  Over the last 17 years at J.P. Morgan Chase and its heritage entities, Rob has held various roles supporting Equity, Debt and High Yield Capital Markets, and M&A Advisory for the Investment Bank and also spent several years as Deputy Corporate Secretary for JPMorgan Chase & Co. 

Rob is a member of J.P. Morgan’s Equity Commitments Committee and SIFMA’s Capital Markets Committee and is a former member of the Securities Regulation Committee of the Association of the Bar of the City of New York and a former Advisory Board Member of the New York Chapter of the Society of Corporate Secretaries and Governance Professionals.

Prior to joining J.P. Morgan, Rob was a corporate associate at the New York law firm of Cravath, Swaine & Moore.  Rob holds a JD from Duke University School of Law and a BA from Dartmouth College.

Rob currently resides in Greenwich, Connecticut with his wife, their three children and two Labradors (one of whom he likes much better than the other).


Ronald Mueller joined the Washington, D.C. Office of Gibson, Dunn & Crutcher in 1986 and works in the securities regulation and corporate governance area with an emphasis on proxy and disclosure issues, executive compensation, and corporate transactions.

Mr. Mueller was named by BTI Consulting Group as a 2014 BTI Client Service All-Star for delivering “outstanding legal skills enveloped in a rare combination of practical business knowledge, extraordinary attention to client needs and noteworthy responsiveness.”  In 2017, Chambers USA recognized Mr. Mueller as a top Securities: Regulation attorney. He is listed in the 2016 edition of The Best Lawyers in America® in the categories of corporate governance law, corporate compliance law, and securities regulation.  In 2015, Mr. Mueller was also recognized in Who’s Who of Corporate Governance Lawyers by Who’s Who Legal.  Mr. Mueller is a past chair of the Subcommittee on Employee Benefits and Executive Compensation of the Committee on Federal Regulation of Securities, Section of Business Law, American Bar Association.  He is a frequent speaker and author on securities and corporate governance matters, including developments in proxy disclosures and proxy contests, the SEC's disclosure requirements, corporate governance developments, Section 16 rules, and executive compensation issues.

From 1989 to 1991, Mr. Mueller worked as legal counsel to Commissioner Edward H. Fleischman at the United States Securities & Exchange Commission (SEC).  While at the SEC, Mr. Mueller worked on many of the matters before the Commission, including executive compensation rules, enforcement matters and regulatory initiatives.

Mr. Mueller received his J.D., from Columbia Law School in 1986, where he was both a Harlan Fisk Stone Scholar and a James Kent Scholar, and his B.A., magna cum laude, from Vanderbilt University in 1982.


Sara Hanks, co-founder and CEO of CrowdCheck, is an attorney with over 30 years of experience in the corporate and securities field. CrowdCheck provides due diligence, disclosure and compliance services for online capital formation. Its services help entrepreneurs and project sponsors through the disclosure and due diligence process, give investors the information they need to make an informed investment decision and avoid fraud and help intermediaries avoid liability.

Sara’s prior position was General Counsel of the bipartisan Congressional Oversight Panel, the overseer of the Troubled Asset Relief Program (TARP). Prior to that, Sara spent many years as a partner of Clifford Chance, one of the world’s largest law firms.  While at Clifford Chance, she advised on capital markets transactions and corporate matters for companies throughout the world.  Sara began her career with the London law firm Norton Rose. She later joined the Securities and Exchange Commission and as Chief of the Office of International Corporate Finance led the team drafting regulations that put into place a new generation of rules governing the capital-raising process.

Sara received her law degree from Oxford University and is a member of the New York and DC bars and a Solicitor of the Supreme Court of England and Wales. She serves as co-Chair of the SEC’s Advisory Council on Small and Emerging Companies. She holds a Series 65 securities license as a registered investment advisor. Sara is an aunt, Army wife, skier, cyclist, gardener and animal lover.


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 is currently the co-director of Stanford Law School’s Directors’ College, 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 over $35 billion (as of June 2018) 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. and as Chairman of the Alternative Investment Management Association, 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.


Stephanie Avakian was named Co-Director of the U.S. Securities and Exchange Commission’s Division of Enforcement in June 2017, after serving as Acting Director since December 2016. She was previously the Division of Enforcement’s Deputy Director, serving from June 2014 to December 2016.

Before being named Deputy Director, Ms. Avakian was a partner at Wilmer Cutler Pickering Hale and Dorr LLP, where she served as a vice chair of the firm’s securities practice and focused on representing financial institutions, public companies, boards, and individuals in a broad range of investigations and other matters before the SEC and other agencies.

Ms. Avakian previously worked in the Division of Enforcement as a branch chief in the SEC’s New York Regional Office, and later served as counsel to former SEC Commissioner Paul Carey.

Ms. Avakian received her bachelor’s degree from the College of New Jersey and a law degree from Temple University’s Beasley School of Law, both with high honors.


Stephen M. Cutler is a litigation partner at the law firm of Simpson Thacher & Bartlett LLP, where he advises companies, boards and senior executives on government and internal investigations, corporate governance and regulatory matters, and high-stakes litigation.  Previously, he was a Vice Chairman at JPMorgan Chase & Co., following eight years as the company’s General Counsel, including during the financial crisis.  Before joining JPMorgan Chase, Mr. Culter served for nearly four years as Director of the U.S Securities and Exchange Commission’s Division of Enforcement, where he oversaw the Commission’s investigations of public companies, as well as broker-dealers and investment advisors.  Mr. Cutler received his college degree (summa cum laude) from Yale University and his law degree from Yale Law School, where he was an Editor of the Yale Law Journal.  Following law school, Mr. Cutler clerked for Judge Dorothy W. Nelson of the U.S. Court of Appeals for the Ninth Circuit.  Mr. Cutler serves 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). 


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 was named a 2015 and 2016 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: 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) and in Dell’s acquisition of EMC; 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; Ralcorp in its takeover defense and subsequent sale to ConAgra; and Duke Energy in its merger with Progress Energy.  Mr. Rosenblum’s prior significant representations include substantial transactions for AT&T, General Mills and Morgan Stanley.

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, including mergers and acquisitions, shareholder and hedge fund activism, corporate governance, corporate disclosure and proxy reform.   


Tom Kim is a partner, focusing his practice on advising companies, underwriters and boards of directors on registered and exempt capital markets transactions, SEC regulatory and reporting issues, and corporate governance, as well as on general corporate and securities matters.

Prior to joining Sidley in 2013, Tom served for six years as the Chief Counsel and Associate Director of the Division of Corporation Finance at the SEC. As Chief Counsel, Tom was responsible for the no-action, interpretive and exemptive positions taken by the Division on a wide range of matters, including Securities Act exemptions, the registration process, Rule 144, and a broad range of Exchange Act issues, including deregistration, succession, Section 16, proxy solicitation and shareholder proposal rules, and executive compensation disclosure, among others. Under his leadership, the Chief Counsel’s Office revised and updated the Division’s telephone interpretations as Compliance and Disclosure Interpretations and issued several significant Staff Legal Bulletins.

Tom also oversaw the Division’s Office of Enforcement Liaison, which refers matters to the Division of Enforcement and advises on offering and disclosure-related issues in enforcement cases. 

Prior to joining the SEC in 2006, Tom served as Corporate and Securities Counsel for the General Electric Company. He graduated magna cum laude from Harvard Law School and was editor of Harvard Law Review.

Tom currently chairs the ABA’s Disclosure Effectiveness Working Group, which is working with the SEC on the disclosure reform initiative led by the Division of Corporation Finance. As a member of the ABA’s Committee on Corporate Laws, Tom edited several editions of the ABA’s Corporate Director’s Guidebook.

Tom has been recognized by Chambers USA: America's Leading Lawyers for Business in the area of Securities: Regulation: Advisory since 2015, where Chambers noted that he is “well respected for his regulatory expertise and is often sought after by public companies and their boards of directors, as well as underwriter clients, to advise on complex SEC reporting and corporate governance issues.”


William McLucas is a senior partner in the Washington, DC office of WilmerHale LLP specializing in Securities.  Mr. McLucas is chair of the firm's Securities Department and is one of the most sought-after advisors to public companies, boards of directors, audit committees and special committees dealing with corporate crises and related issues. He joined the firm after serving for more than eight years as Director of Enforcement for the Securities and Exchange Commission under Chairman Richard Breeden and Chairman Arthur Levitt.  He represents public companies, investment banks, accounting firms and advisors to mutual funds facing a variety of corporate and market crises, as well as Securities and Exchange Commission investigations.

In addition, Mr. McLucas has overseen numerous audit committee and special committee inquiries and has also represented numerous corporate executives and directors in connection with Securities and Exchange Commission investigations.

Mr. McLucas is a frequent speaker on panels and programs on topics pertaining to securities laws, corporate governance and law enforcement, and has written extensively on these topics as well.


A partner and co-chair of the Litigation Department, Theodore V. Wells, Jr. has extensive litigation experience in white-collar defense, complex civil and corporate litigation, SEC regulatory work, healthcare fraud, FCPA, AML and OFAC investigations, environmental matters and class action litigation.

In 2010, The National Law Journal named Ted one of “The Decade’s Most Influential Lawyers” and over the years has repeatedly selected him as one of the 100 most influential lawyers in America, including naming Ted as the Lawyer of the Year in 2006. Ted also has been recognized as one of the outstanding jury trial lawyers in the United States by numerous publications including Chambers USA, which has noted that Ted “is considered by many to be ‘the best trial lawyer in the country.’” Since 2013, Chambers USA has named Ted a Star Performer in three categories: nationwide trial litigation, New York general commercial litigation and New York white-collar crime and government investigations, and Benchmark Litigation named him in similar categories. Ted has also been named to The National Law Journal’s 2015 “Litigation Trailblazers” list, which honors 50 individuals who have changed the practice of litigation through the use of innovative legal strategies.


Co-leader of the S&C team advising on The American Lawyer’s 2016 “Deal of the Year” – the Kraft merger with Heinz – and recognized in 2011 as one of the “45 Under 45” – the best young women lawyers in the Am Law 200 by The American Lawyer, Audra Cohen represents buyers, sellers, boards of directors and financial advisers in a broad range of merger and acquisition transactions. Her experience includes advising on public company mergers, negotiated sales of private companies and spin-offs, and boards of directors on corporate governance matters, including with respect to activists and cybersecurity issues.

Ms. Cohen also is actively involved in the Firm’s management and administration, including as co-head of the Firm’s Consumer & Retail Group and as a member of the Firm’s Diversity Committee.

Selected clients include: Andeavor, AT&T, Avon Products, C&S Wholesale Grocers, Connecticut Water Service, Diageo, Dynegy, General Growth Properties, Hershey Foods, Intercontinental Exchange, Kraft Foods Group, LSC Communications, NBTY, Ohio Casualty Corporation, Panera Bread, Pepco, Quality Care Properties, Reed Elsevier, Ron Shaich, RR Donnelley & Sons, Wachovia Corporation and ZF Friedrichshafen. 

Recent Recognitions

  • New York Super Lawyers – recognized as a “Top Woman Attorney in New York” (2016-2017) and a leading lawyer for M&A (2006-2017)
  • The American Lawyer – co-leader of S&C team advising on 2016 “Deal of the Year” – Kraft merger with Heinz (March 2016)
  • Euromoney Legal Media Group Expert Guides, Women in Business Law 2014 – Leading Practitioner, Mergers & Acquisitions

Publications and Speaking Engagements

  • “M&A Roundup: Today’s Deal Landscape,” PLI’s 49th Annual Institute on Securities Regulation, New York, NY, November 2017 (Panelist)
  • “What’s Trending in M&A?” PLI’s 48th Annual Institute on Securities Regulation, New York, NY, November 2016 (Panelist)
  • “Top Ten Regulatory Considerations for Executing Consumer and Retail Deals,” Bloomberg BNA (co-author) (October 2016)
  • “Hostile M&A,” PLI’s Hot Topics in Mergers and Acquisitions 2016, New York, NY, October 2016 (Panelist)

Education

George Washington Law School, J.D. 1992
University of Washington, B.A. 1989


Lona is a partner in Shearman & Sterling’s Capital Markets and Corporate Governance practices. He has extensive experience representing companies, financial institutions and their boards on corporate governance, disclosure, and securities law compliance matters and on the financial regulatory process. He also advises companies and financial institutions on all aspects of public and private offerings of equity, equity-linked, high yield debt and investment grade debt securities.

Prior to returning to the firm in 2017, Lona served in senior positions at the Securities and Exchange Commission for over four years. From 2013 to 2015, he served as Chief of Staff to SEC Chair Mary Jo White, where he was the top advisor to the Chair on all issues, including policy development, rulemaking, strategy and management. During this time, he led the rulemaking and implementation efforts related to all mandates under the Dodd-Frank and JOBS Acts and directed the SEC's asset management, market structure, public company disclosure effectiveness and private offering reform programs. He also served as the SEC deputy to the Financial Stability Oversight Council and was the primary SEC liaison with other financial regulators. Lona joined the SEC in 2011 as Deputy Director of the Division of Corporation Finance and later became its Acting Director. In this role, he was responsible for the division's overall activities and operations, including rulemaking, interpretive guidance and the public company filing review program. Following his SEC tenure, Lona joined Bridgewater Associates, LP, where he was the Chief Governance Officer and a senior advisor to founder Ray Dalio.

Prior to joining the SEC in 2011, Lona was a partner in Shearman & Sterling’s Capital Markets group. He first joined the firm in 1998.


Ms. Jaffari is a partner in the Business and Finance Department at Ballard Spahr.  Recognized as a leader in the fields of corporate governance and securities, Ms. Jaffari devotes her practice to advising boards of directors with respect to governance matters and handling complex securities transactions for businesses in a variety of industries. Advising clients in deals that have reached the multibillion-dollar range, Ms. Jaffari has broad experience in corporate finance, law compliance, and internal investigations, representing special committees of public company boards. Her practice includes business counseling, capital-raising, and mergers and acquisitions. She currently serves, on a pro bono basis, as Special Corporate Counsel, on behalf of Ballard Spahr, to DirectWomen, a nonprofit whose mission is to increase the number of women on corporate boards.

Honored as a Distinguished Advocate by the Support Center for Child Advocates, Ms. Jaffari has been fulfilling her commitment to pro bono service by representing abused and neglected children for over eighteen years.  She is the recipient of the First Judicial District's Roll of Honor by the District's Pro Bono Committee.  She was recently selected as Star Influencer for SmartCEO’s Centers of Influence Awards.  Ms. Jaffari has been named a Pennsylvania "Super Lawyer" for securities and corporate finance, to SmartCEO’s Legal Elite as a go-to attorney for business legal advice, one of Philadelphia's "40 Under 40" by Philadelphia Business Journal, and one of Pennsylvania's "Lawyers on the Fast Track" by American Lawyer Media.  The Philadelphia Bar Association’s Business Law Section honored her with the Committee of the Year Award and Chair of the Year Award.  Ms. Jaffari also is the recipient of the Adjunct Teaching Award for Excellence in the Classroom, Legal Studies, Fox School of Business and Management at Temple University.

Ms. Jaffari believes in public service and has taken an active role in the community. She is a Vice Chair of the Board of Governors of the Philadelphia Bar Association and recently completed her tenure as Chair of the Business Law Section (BLS) of the Association.  She previously served as Chair of the Small Business Committee as well as Vice-Chair of the Securities Regulation Committee as well as Vice Chair and Communications Officer of the Executive Committee of the BLS.  She is active in the Corporate Governance Committee of the American Bar Association’s Business Law Section as Co-Chair of the Governance and Sustainability Subcommittee and member of the Programming Committee.  She is member of the National Scleroderma Foundation Board of Directors and chairs its Governance and Nominating Committee. 

She is a member of Maternity Care Coalition’s Board of Directors and serves on its Governance Committee. In addition, she serves on the Board of Directors of the Forum of Executive Women, representing the Forum on the ION Board of Directors.  She created and chaired the Board Education Series of the Women in Executive Leadership and Governance Committee of the Forum.  She serves as creator and Co-Chair of the Ventnor, NJ Walk for the Scleroderma Foundation of the Delaware Valley (SFDV).  She served many years on the Board of Directors of the Support Center for Child Advocates (SCCA), culminating with the role of President during the time the organization developed and adopted its strategic plan, Vision 2020.  She currently serves on the Leadership Counsel of SCCA.  She has been Vice Chair of the Board of SFDV, and Chair of the Boards of InterAct Theatre Company and Yoga Unites, as well as serving on the Board of the Committee of Seventy.  She is an adjunct professor at Temple University, Fox School of Business and a member of Beta Gamma Sigma, International Business Honor Society.

Ms. Jaffari is a graduate of George Washington University Law School (J.D.), where she was Managing Editor of the George Washington Journal of International Law and Economics, a Dean’s Fellow, an Instructor of Legal Research and Writing, and a Legal Fellow for the Mediation Clinic and Immigration Clinic. She also holds degrees from Temple University (M.B.A., with honors, and B.B.A., summa cum laude).  She is a proud graduate of the Philadelphia public school system.


Ms. Kirkpatrick is a partner in Davis Polk’s Corporate Department and the firm’s Finance Partner, responsible for overseeing Davis Polk’s finances. As a senior member of the firm’s Capital Markets Group, her practice includes public equity, equity-linked, debt and other securities offerings for both issuers and underwriters.   Ms. Kirkpatrick has worked on offerings for issuers over a broad spectrum of industries, including financial institutions, utilities, health care, oil and gas, retail, media and special-purpose acquisition companies.

Ms. Kirkpatrick was named a New York Law Journal "Distinguished Leader" in 2017, a Law360 "Capital Markets MVP" in 2016 and "Best in Capital Markets" by Euromoney LMG Americas Women in Business Law Awards in 2013.

Work Highlights

Ms. Kirkpatrick has participated in offerings by companies such as Abbott, Lockheed Martin, Walgreen’s, PDC Energy, Black Hills, Hess and Re/Max.

She has advised the underwriters on offerings by the Toronto Dominion Bank, Export Development Canada, the Government of Canada and various Canadian provinces.

She has represented issuers such as Bats Global Markets, L Brands, VF Corporation and Computer Sciences Corporation in securities offerings and corporate governance matters.

She has also represented virtually all the major investment banks, including JPMorgan Chase, Citi, Goldman Sachs and Morgan Stanley as underwriters’ counsel in equity and debt offerings and regularly advises investment banking clients on securities law-related matters.

Recognition

Ms. Kirkpatrick is consistently recognized for her work in the legal industry:
New York Law Journal "Distinguished Leader" in 2017, a Law360 "Capital Markets MVP" in 2016, Euromoney LMG Americas Women in Business Law Awards – “Best in Capital Markets,” 2013, Chambers USA: America’s Leading Lawyers for Business

Of Note

Finance Partner, Davis Polk & Wardwell, responsible for overseeing the firm’s finances

Regularly participates as a speaker on various PLI panels

Memberships

Committee on Financial Reporting, New York City Bar

Publications

Co-Author, “Role of the Law Firm” in Nasdaq’s Going Public: A Guide for North American Companies to Listing on the U.S. Securities Markets


Patricia regularly provides advice on corporate governance matters and a variety of corporate transactions for publicly traded and privately held corporations.  Patricia 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 and Corporate Laws Committee, and is Co-Chair of the Subcommittee on Acquisitions of Public Companies and Co-Chair of the Joint Task Force on Governance Issues in Business Combinations.

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.

Patricia also 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.

Patricia received her J.D., 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 B.S., magna cum laude, in 1992.

Prior to joining Morris, Nichols, Arsht & Tunnell LLP, Patricia served as law clerk to The Honorable Randy J. Holland of the Supreme Court of the State of Delaware.

Honors
• Chambers USA, America’s Leading Lawyers for Business, Recognized as a leading Delaware corporate M&A practitioner (2014-2018)
• IFLR1000 United States, Selected as a leading Delaware lawyer in the guide to financial and corporate law firms (2018)
• Who’s Who Legal: M&A and Governance, Listed among leading M&A lawyers (2015-2018)
• The Best Lawyers in America, Selected for inclusion for Delaware corporate governance and mergers and acquisitions (2016-2019); Named “Lawyer of the Year” for Delaware corporate governance law (2019)
• Best Lawyers Business Edition: Women in the Law, Listed among leading women in Delaware corporate governance and mergers and acquisitions (2016-2019)


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.  

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 – 2009, Steve 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.  He has also been a guest lecturer at Harvard Law School, Stanford Law School, the Stanford Graduate School of Business and UC Berkeley’s Haas School of Business. 

Steve has published many articles in the areas of securities law and corporate governance.  Steve was recently elected to his second term as a member of the Federal Reserve Bank of San Francisco’s Board of Directors.  He was the Co-Chair of PLI’s Annual Institute on Securities Regulation in New York from 2007 – 2011.

In 2005, Steve was appointed as a member of the Securities and Exchange Commission's Advisory Committee on Smaller Public Companies. This select committee was charged with evaluating the current securities regulatory system relating to governance, disclosure, financial reporting, internal controls, and capital formation for smaller public companies, including the impact of the Sarbanes-Oxley Act. The SEC Advisory Committee's final report was delivered to the SEC on April 23, 2006. Steve served as chairman of the Governance and Disclosure Subcommittee of the SEC Advisory Committee. Many of the Advisory Committee's recommendations have since been adopted as proposed and final rule changes by the SEC.

From 2002 to 2009, Steve 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. He also has been a guest lecturer at Stanford Law School, the Stanford Graduate School of Business, and UC Berkeley's Haas School of Business.


Wes was the Chief Accountant for the U.S. Securities and Exchange Commission.  In the role, he served as the principal advisor to the SEC on accounting and auditing matters.  He consulted with registrants, auditors and other industry representatives, and wasresponsible for the oversight of the Financial Accounting Standards Board (FASB) and the Public Company Accounting Oversight Board (PCAOB), among the other duties of the Chief Accountant.

He joined the SEC from PricewaterhouseCoopers LLP, where he was a partner responsible for clients in the banking, capital markets, financial technology, and investment management sectors. 

Earlier, he served as a professional accounting fellow in Office of the Chief Accountant and prior to that held various audit and professional practice positions at PwC, including in the firm’s national office during the global financial crisis advising on complex financial accounting matters.   

Mr. Bricker is trained as an accountant and lawyer with degrees from Elizabethtown College and the American University Washington College of Law. He is licensed to practice as a certified public accountant in Virginia, Pennsylvania, and New Jersey and as an attorney in New York. 


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.


William H. Hinman is Director of the SEC’s Division of Corporation Finance.  The Division seeks to ensure that investors are provided with material information in order to make informed investment decisions, provides interpretive assistance to companies with respect to SEC rules, and makes recommendations to the Commission regarding new and existing rules.

Before serving at the Commission, Mr. Hinman was a partner in the Silicon Valley office of Simpson Thacher & Bartlett LLP, where he practiced in the corporate finance group.  He has advised issuers and underwriters in capital raising transactions and corporate acquisitions in a wide range of industries, including technology, e-commerce, and the life-sciences.

Prior to joining Simpson Thacher in 2000, Mr. Hinman was the managing partner of Shearman & Sterling’s San Francisco and Menlo Park offices.  He received his B.A. from Michigan State University with honors in 1977 and his J.D. in 1980 from Cornell University Law School, where he was a member of the Editorial Board of the Cornell Law Review.  He is a member of the Bar Association of the State of California and the Association of the Bar of the City of New York.  Mr. Hinman also is a fellow of the American Bar Foundation.


Elaine Mandelbaum is Managing Director and General Counsel of Litigation and Regulatory Enforcement of Citigroup’s Institutional Clients Group (ICG).  Her group is responsible for all litigation, arbitrations, internal investigations and regulatory and law enforcement investigations and enforcement proceedings for Citigroup’s institutional businesses, including corporate and investment banking, sales and trading, capital markets origination, securities services, trade and treasury services and private banking.  Elaine also is a member of the Global ICG Legal Management Committee.

Prior to starting at Citigroup in 1997, Ms. Mandelbaum was a litigation attorney at the New York office of Jones, Day, Reavis & Pogue, and previously at Paul, Weiss, Rifkind, Wharton & Garrison.  She is Executive Vice President of the SIFMA Compliance & Legal Society, and was Chair of SIFMA C&L’s 2015 Annual Seminar.  She was Vice Chair of the FINRA National Adjudicatory Council, the appellate body for decisions rendered in FINRA disciplinary and membership proceedings.  Elaine is on the Board of Directors of the Legal Action Center and 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.


 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 and other financial crises.

John is a member of the Financial Accounting Standards Advisory Council (FASAC), which advises the Financial Accounting Standard Board (FASB), and the Standing Advisory Group (SAG), which advises the Public Company Accounting Oversight Board (PCAOB). He is a member of the Board of Trustees and Audit Committee of the Practising Law Institute (PLI) and of the Board of Directors of Financial Executives International (and he regularly attends meetings of FEFs Committee on Corporate Reporting). 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."


 


Alan Dye is a partner with Hogan Lovells in the firm’s Washington, DC office.  Alan’s practice is focused on advising public companies and their boards of directors regarding compliance with the federal securities laws, particularly SEC reporting requirements, annual meeting and proxy-related rules, executive compensation disclosure requirements, beneficial ownership reporting requirements, and insider trading restrictions.  Alan also counsels public companies on corporate governance practices, proxy advisory firm policies, compliance with the listing standards of the national stock exchanges, and investor outreach and engagement. Alan is ranked in Band 1 nationwide for securities advisory work by Chambers USA and has been included in Best Lawyers (America) since 2006 and Who's Who Legal of International Corporate Governance Lawyers since 2009.

Before joining Hogan Lovells, Alan served on the staff of the Securities and Exchange Commission, spending two years in the Division of Corporation Finance (including one year in the Office of Chief Counsel) and then two years as Special Counsel to the Chairman.

Alan is a former adjunct professor of securities law at the Georgetown University Law Center. He is an active member of the American Bar Association and formerly chaired the Administrative Law Section's Committee on Securities Commodities and Exchanges. He recently completed a three-year term on the Financial Industry Regulatory Authority's National Adjudicatory Council.  Alan has been a member of the Securities Law Committee of the Society for Corporate Governance for over 15 years.  He has written extensively on various issues under the federal securities laws, including his co-authorship (with Peter Romeo) of the Section 16 Treatise and Reporting Guide (2012) and the Section 16 Forms and Filings Handbook (2014).  Alan also moderates a discussion forum on Section16.net, a website devoted to developments under and compliance with Section 16 of the Securities Exchange Act of 1934, and is a contributor to The Corporate Counsel, a bi-monthly newsletter published by Executive Press, Inc.


David M. Detweiler is Executive Vice President and General Counsel of Volkswagen Group of America, Inc., as well as a board member of Electrify America, LLC.  Mr. Detweiler oversees legal operations including product regulatory and product litigation, environmental and emissions, corporate governance, human resources, sales and marketing as well as privacy, e-discovery and data governance matters.  In February 2016, Mr. Detweiler joined Volkswagen Group of America from the Frankfurt office of Clifford Chance LLP, where he advised clients including Volkswagen AG, Siemens AG, Airbus S.A.S. and Infineon Technologies AG on capital markets and corporate transactions.  Mr. Detweiler practiced with Rogers & Wells LLP in New York and London before the firm merged with Clifford Chance LLP in 2000.  Mr. Detweiler became a partner of Clifford Chance LLP in its Frankfurt office in 2002.  Mr. Detweiler received his B.A. with high distinction from the University of Virginia and was elected to Phi Beta Kappa.  Mr. Detweiler was a Rotary Foundation Fellow at the University of Bonn, Germany and served as an officer in the U.S. Air Force before he returned to the University of Virginia for law school.  Following the events of 9/11, Mr. Detweiler was recalled to military duty for a year; he remained in the U.S. Air Force Reserve and retired as a Lieutenant Colonel in 2008.


George S. Canellos is a partner in the law firm of Milbank Tweed Hadley & McCloy 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.


Gerson A. Zweifach is Senior Executive Vice President and Group General Counsel of 21st Century Fox Corporation, as well as a member of the Office of the Chairman of 21st Century Fox Corporation.  Mr. Zweifach oversees global legal operations including litigation, mergers and acquisitions, ethics and corporate governance matters. From February, 2012 to January, 2015 Mr. Zweifach served as General Counsel to News Corporation, before it’s separation from 21st Century Fox.  Mr. Zweifach previously held the position of partner at Williams & Connolly LLP. In his more than three decades at Williams & Connolly, Mr. Zweifach's litigation practice covered a wide variety of substantive areas including media and first amendment cases, as well as patent, anti-trust and securities matters.  Mr. Zweifach is a graduate of Brown University, where he graduated magna cum laude and was elected to Phi Beta Kappa, and Yale Law School, where he was Note Editor for the Law Journal. He was a law clerk to Judge Pierre N. Leval and Judge David L. Bazelon.


Kathryn H. Ruemmler is a partner in the Litigation Department of Latham & Watkins LLP and global Co-chair of the firm’s White Collar Defense & Investigations Practice. Ms. Ruemmler focuses on white collar criminal defense, SEC and other agency enforcement matters and congressional and internal investigations, and has extensive trial experience, including trying over 20 cases to verdict both in government and private practice. She has built a reputation as a respected and formidable litigator with an unusual breadth of experience in crisis management, policy development and regulatory and enforcement matters. Ms. Ruemmler rejoined Latham after serving for more than five years in the Obama Administration, first in the Department of Justice and later as Counsel to the President. As one of President Obama’s most senior advisors, she provided strategic advice on all legal matters implicating domestic and foreign policy and national security; advised on all significant litigation, including the most high- profile and consequential cases heard by the US Supreme Court; managed the Administration’s response to congressional and other investigations and oversaw the selection and nomination process for the federal judiciary. Prior to her tenure in the Obama Administration, Ms. Ruemmler served as Principal Associate Deputy Attorney General at the DOJ, one of the Department’s most senior positions, and worked for six years as a federal prosecutor, including as Deputy Director of the Enron Task Force and one of the case’s lead prosecutors. Ms. Ruemmler’s work on that case earned her the Attorney General’s Award for Exceptional Service, the DOJ’s highest recognition. Ms. Ruemmler received her B.A. cum laude from the University of Washington and her J.D. from Georgetown University Law Center, where she was Editor-in-Chief of The Georgetown Law Journal. She clerked for the Hon. Timothy K. Lewis of the United States Court of Appeals for the Third Circuit.


Mark Kronforst joined EY’s Professional Practice Group in Washington, DC in 2018 and focuses on SEC regulatory matters. Mark served 14 years on the staff of the Securities and Exchange Commission (SEC) in the Division of Corporation Finance.  Prior to joining EY, Mark had been the Chief Accountant of the division since 2013.  Between 2010 and 2013, he served as an Associate Director supervising the 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.


Sebastian Gomez Abero is the Chief of the Office of Small Business Policy in the Division of Corporation Finance of the Securities and Exchange Commission. The office assists companies seeking to raise capital through exempt or smaller registered offerings, and participates in and reviews SEC rulemaking and other actions that may affect small businesses. Previously, Mr. Gomez was a Special Counsel in the Office of Chief Counsel in the Division of Corporation Finance. Before joining the SEC, Mr. Gomez practiced securities law in the Washington DC office of Hogan Lovells. He received his law degree from Northwestern University School of Law and his B.S. in computer science from Bridgewater College.


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.


Telemachus Kasulis is the Co-Chief of the Securities and Commodities Fraud Task Force at the United States Attorney’s Office for the Southern District of New York. Prior to joining the Office, Mr. Kasulis worked at a law firm in New York City and clerked for the Honorable Joseph M. McLaughlin on the United States Court of Appeals for the Second Circuit. He is a graduate of Yale University and Cornell Law School.


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.


Chairman of Paul, Weiss since 2008, Brad Karp is one of the country’s leading litigators and corporate advisers. Brad has successfully defended financial institutions and other companies in numerous “bet the company” litigations, regulatory matters and internal investigations. Prior to being named chairman of Paul, Weiss, Brad chaired the firm’s Litigation Department. 

Brad has received numerous industry recognitions over the years. In 2018, Brad received the Special Achievement Award from the Financial Times in recognition of his legal achievements and leadership of Paul, Weiss and was also named “Attorney of the Year” by New York Law Journal, “Litigator of the Year” by The American Lawyer, “Sports MVP of the Year” by Law360, and “Securities Lawyer of the Year” by Best Lawyers. In 2017, Brad was selected as a “Litigation Trailblazer” by the National Law Journal and Best Lawyers’ “Banking Lawyer of the Year.” Additional publications consistently rank Brad as one of the leading lawyers in the United States, including The Wall Street Journal, The New York Times, Crain’s New York Business, Chambers, The Lawyer (U.K.), Lawdragon, The Legal 500, Euromoney Institutional Investors, Best of the Best USA and Benchmark/Institutional Investor.

Brad speaks and writes frequently on business litigation, securities litigation and corporate governance. He has spoken at more than 500 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 500 articles on business litigation issues. Brad has also spoken out and written about pressing issues of social justice. Most recently, in 2018 he authored two op-eds in The New York Times, “Stop Shielding Gun Makers,” advocating changes to laws related to gun manufacturer liability, and “An Army of Lawyers for Migrants,” urging the private bar to address the unlawful treatment of immigrants and to seek the reunification of separated families. In 2018, Brad also authored an op-ed in the New York Law Journal, “Democracy Itself Is on the Ballot,” addressing the issue of voter suppression and disenfranchisement. Brad is also active in the community, serving as the chairman of the Legal Action Center and as a director/trustee of more than 25 charitable, educational, medical and professional organizations. 

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. Brad has spent his entire professional career at Paul, Weiss. 

 


Mike advises clients regarding all aspects of the Delaware General Corporation Law and the governance of Delaware corporations.  He routinely counsels corporations, directors, and board committees regarding transactions such as mergers, recapitalizations, reorganizations, asset sales, dividends, stock repurchases, charter and bylaw amendments, preferred stock designations, and dissolutions.  Mike also authors opinion letters on a wide range of Delaware corporate law matters.

Mike’s corporate litigation practice involves the representation of corporations, directors, and stockholders in fiduciary duty litigation, M&A and corporate takeover litigation, and statutory proceedings under the Delaware General Corporation Law.  He is the co-author of Corporate and Commercial Practice in the Delaware Court of Chancery (Lexis Law Publishing), a leading resource on Delaware corporate litigation practice.


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.


Named a 2014 Capital Markets MVP by Law360, Josh Korff focuses his practice on complex securities matters, including initial public offerings, high yield offerings, spin-offs, tender offers and investment grade debt offerings. In the first three quarters of 2014, Josh ranked first in the U.S. for IPO Issuer’s Lawyers by IPO Vital Signs, an IPO research and analysis tool. Recognized in both Capital Markets and Banking & Finance by Chambers USA: America’s Leading Lawyers for Business every year since 2010, Josh is noted for being an “excellent all around” lawyer who is “super service-oriented,” a “standout performer” and for having “total command of the subject matter.’” He was also selected to the 2011-2017 editions of Chambers Global, World’s Leading Lawyers for Business, the 2010-2017 editions of The Legal 500 U.S., the 2011-2012 editions of IFLR1000, the 2012 edition of Who’s Who Legal and the 2007, 2010-2016 editions of New York Super Lawyers. The Legal 500 U.S. described Josh as a “great lawyer,” “market leader” and “leader in his field.” The American Lawyer named Josh one of its 25 “Dealmakers of the Year” in its April 2009 issue for his representation of Clearwire Corporation in the $14.5 billion merger of Clearwire’s and Sprint Nextel Corporation’s WiMax businesses.

Representative Matters

Initial Public Offerings

Travelport Worldwide in its $450 million initial public offering

GrubHub in its $221 million initial public offering

21st Century Oncology in its $200 million initial public offering

Townsquare Media in its $144 million initial public offering

Zoë’s Kitchen in its $101 million initial public offering

Burlington Stores Inc. in its $261 million initial public offering

Burger King in its $1.44 billion re-listing on the New York Stock Exchange

rue21 in its $198 million initial public offering

Mergers & Acquisitions

Starwood Capital Group and Mammoth Resorts in the sale of Mammoth Resorts

Carlyle Group in the $175 million investment made by SEACOR Marine Inc.

Blackstone Group in its $820 million investment in NCR Corporation

Burger King Worldwide in its $11.4 billion merger transaction with Tim Hortons Inc.

3G Capital Partners in its $28 billion acquisition, along with Berkshire Hathaway Inc., of the H.J. Heinz Co.