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Banking Law Institute 2017

Speaker(s): Adam Hickey, Alison M. Thro, Amy Lissauer, Arthur B. Crozier, Benjamin W. McDonough, Beth Knickerbocker, Betty Whelchel, Brian H. Montgomery, Brian K. Victor, Daniel Gorfine, Derek M. Bush, Donald L. Vieira, Donna M. Murphy, Elizabeth A. Cooper, Jessie Cheng, Jonice Gray Tucker, Kieran J. Fallon, Lauren D. Gojkovich, Malini Mithal, Michael F. Coyne, Mitchell S. Eitel, Nicholas G. Demmo, Nicholas Smyth, Randall D. Guynn, Richard Coffman, Sean D. Carmody, Shawn Henry, William D. Haas
Recorded on: Dec. 1, 2017
PLI Program #: 182532

Amy Lissauer is a Managing Director of the firm's corporate advisory business and focuses on activist and raid defense, proxy solicitations, investor relations and corporate governance matters.

Ms. Lissauer’s experience includes Bristol-Myers Squibb on its acquisition of Celgene and activism from Starboard and Wellington, Mitek on its unsolicited offer from ASG Technologies and Elliott, Envision Healthcare on its sale to KKR and activism defense from Starboard and Corvex, QTS Realty Trust on activism from Land & Buildings, Hess on activism from Elliott, Nuance on activism from Neuberger Berman, Akamai Technologies on activism from Elliott, Whole Foods on its sale to Amazon and activism from JANA Partners, Cognizant on activism from Elliott, Fred’s on activism from Alden Capital, Perrigo on activism from Starboard, United Continental on activism from Altimeter and PAR Capital, Yahoo on activism from Starboard, eBay on activism from Icahn, Apple on activism from Icahn and Greenlight Capital, Hess on activism from Elliott and Relational Investors, Oshkosh Corp on an unsolicited offer and activism from Icahn, Forest Laboratories on activism from Icahn, Ferro Corp on an unsolicited offer from A. Schulman and activism from FrontFour and Quinpario), Procter and Gamble on activism from Pershing Square, Netflix on activism from Icahn, Actelion on activism from Elliott, Riverbed on activism from Elliott, CVR Energy on activism from Icahn, Clorox on activism from Icahn, Clearwater Paper on activism from SAC Capital Advisors, Cracker Barrel on activism from Biglari, and Comtech Telecommunications on activism from MMI Investments.

Ms. Lissauer has over 10 years of experience in investment banking and has advised over 100 companies facing activism or strategic raids. Prior to joining Evercore, she was COO of Executive Finance at Bridgewater Associates (Dalio Family Office). Before Bridgewater Associates, she was a Vice President in Goldman Sachs’ Mergers & Acquisitions Group and an Associate in Goldman Sachs’ Global Investment Research Department.

Ms. Lissauer has a B.S. from Cornell University. She has published articles and speaks frequently on mergers & acquisitions, hostile activity, and board/shareholder interaction.

Beth Knickerbocker is the Chief Innovation Officer at the Office of the Comptroller of the Currency (OCC).

In this role, Ms. Knickerbocker is responsible for managing the day-to-day operations of the Office of Innovation and implementing of the OCC's innovation framework. She served in an acting capacity in this role from October 2016 before officially taking on these duties in May 2017.

Prior to this role, Ms. Knickerbocker served on the OCC's legal staff since 2014 working on a variety of legislative and regulatory matters and working groups related to cybersecurity, financial technology and financial innovation.

Prior to her work at the OCC, Ms. Knickerbocker served as a Vice President and Senior Counsel in the American Bankers Association's (ABA) Office of Regulatory Policy from 2012 to 2014 and focused on implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, risk management, governance insider lending, transactions with affiliates, and bank examination issues. Before joining the ABA, Ms. Knickerbocker was the Chief Risk Officer for Marshall & Ilsley Corporation. She was also an attorney at the law firm Sutherland Asbill & Brennan LLP (now Eversheds Sutherland LLP). She began her career as an attorney with the OCC from 1992 to 2000, serving in the Enforcement and Compliance and Community and Consumer Law divisions.

Ms. Knickerbocker is a graduate of the University of Iowa College of Law, high distinction and earned a bachelor of arts in politics and international relations from Cornell College, magna cum laude, Phi Beta Kappa.

Brian Montgomery serves as Deputy Superintendent at the New York State Department of Financial Services. Mr. Montgomery leads the Department’s Consumer Examinations Unit and manages consumer compliance, fair lending, and Community Reinvestment Act examinations. He previously served as Supervising Counsel for Civil Investigations at the Department. In that role, he managed investigations and enforcement actions involving potential violations of state and federal consumer financial laws, including the New York Financial Services Law, Dodd-Frank, and fair lending laws. He was previously an Assistant Attorney General in the Bureau of Consumer Frauds and Protection at the New York State Office of the Attorney General.  Mr. Montgomery graduated from Colgate University in 1999 and cum laude from Lewis & Clark Law School in 2006.

Brian Victor joined SoFi in 2016 and is the principal legal support for SoFi’s Capital Markets Group and New Products.  He’s covers SoFi’s ABS securitizations (personal loan, student loan and mortgage), warehouse  and repo  facilities, hybrid and VC funds and provides support for  SoFi’s new consumer products.  

Prior to SoFi, Brian was SVP and Associate General Counsel at Bank of America, N.A. from 2010 to 2016, where he worked on a variety of mortgage regulatory and compliance issues and met regularly with Attorney General’s Offices across the country.

Prior to joining Bank of America, Brian spent 16 years in private practice, first as an associate at Skadden Arps Slate Meagher & Flom LLP (10 years); and then as   Structured Finance partner at Winston & Strawn LLP and McKee Nelson LLP.

Brian received his JD from Rutgers School of Law, where he was a member of the Rutgers Law Review. He received a B.A. in Economics from Rutgers University and   while in college studied Economics at Yale as an American Economics Association scholar.

Derek M. Bush’s practice focuses on advising domestic and international financial institutions and foreign sovereigns regarding U.S. bank regulatory matters and legislation. His advisory practice spans a wide range of matters, including new regulatory requirements imposed under the Dodd-Frank Act, restructurings, corporate governance and investments by and in banking organizations. Mr. Bush’s practice also includes representing financial institutions in connection with corporate transactions, including mergers and acquisitions, asset sales, privatizations, capital markets transactions, joint ventures and strategic alliances. He also advises financial institutions and their boards of directors, employees and shareholders in internal investigations and in enforcement proceedings involving the U.S. federal banking agencies. In his advisory, corporate and enforcement practices, Mr. Bush represents clients before the Federal Reserve Board, Federal Reserve Banks, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation and the New York Department of Financial Services. 

Mr. Bush is distinguished as one of the leading financial services regulation lawyers by Chambers Global, Chambers USA, The Legal 500 U.S., The Best Lawyers in America and IFLR 1000: The Guide to the World’s Leading Law Firms and recognized in Law Business Research’s The International Who’s Who of Banking Lawyers. In addition, Mr. Bush was selected as Best Lawyers’ 2014 Washington, D.C. Banking and Finance Lawyer of the Year and is listed as one of the Best Lawyers for financial services by Washingtonian magazine.

Mr. Bush is a frequent speaker on regulatory and corporate matters affecting banks and other financial institutions. His recent publications include “U.S. Regulation of International Activities of U.S. Banking Organizations” in Regulation of Foreign Banks (2012), “Resolution Planning and the Volcker Rule” in The Banker’s How to Run a Bank (2012) and ”FSOC Reproposes the Nonbank SIFI Designation Rule” in BNA’s Securities Regulation & Law Report (2011). Mr. Bush is a co-author of the Guide to Bank Underwriting, Dealing & Brokerage Activities (West, 18th ed., 2013).

Mr. Bush joined the firm in 1995 and became a partner in 2003. He received a J.D. degree, with honors, from the University of Chicago, where he was an editor of the Law Review. He received an undergraduate degree, cum laude, from Princeton University in 1989. From 1994 to 1995, Mr. Bush served as law clerk to the Honorable Emilio M. Garza of the U.S. Court of Appeals for the Fifth Circuit.

Mr. Bush is a member of the Bar in the District of Columbia. His native language is English, and he speaks Spanish and Swedish.

Donna M. Murphy is the Deputy Comptroller for Compliance Risk Policy at the Office of the Comptroller of the Currency (OCC).

In this role, Ms. Murphy oversees development of policy and examination procedures relating to consumer compliance, fair lending, Community Reinvestment Act (CRA), Bank Secrecy Act, and anti-money laundering issues. She serves as a key advisor to the Committee on Bank Supervision and to the Comptroller on compliance and CRA matters. She reports to the Senior Deputy Comptroller for Bank Supervision Policy. She took on this role in May 2016.

Prior to this role, Ms. Murphy served as the OCC’s Director of the Community and Consumer Law Division and oversaw the legal division that provided legal interpretations and advice to OCC policymakers, managers and examiners on consumer compliance and fair lending laws.

Prior to joining the OCC in March 2013, Ms. Murphy served in the Civil Rights Division of the U.S. Department of Justice for more than 20 years. From 2003 to 2013 she served as a Deputy Chief in the Housing and Civil Enforcement Section of the division, including several years as Principal Deputy Chief of that Section, and was responsible for supervising the division's fair lending enforcement program. Previously, she was Deputy Chief and Special Counsel for Police Matters in the division's Special Litigation Section. She also served as a Deputy Chief and trial attorney in the Voting Section of the division.

Before joining the Justice Department, Ms. Murphy served as a law clerk for the Honorable Myron H. Thompson, U.S. District Judge in Montgomery, Alabama.

Ms. Murphy received her law degree from Yale Law School, and is a summa cum laude graduate of the American University in Washington, D.C.

Elizabeth A. Cooper is a Partner in the Firm’s Corporate Department. Elizabeth’s diverse practice focuses on mergers and acquisitions, joint ventures, investments, recapitalizations and other corporate transactions. 

Select M&A transactions on behalf of private equity sponsors include:

  • Blackstone in its $20 billion partnership with Thomson Reuters for Refinitiv, Thomson’s Financial and Risk Business, its acquisitions of Harvest Fund Advisors and Clarus (a life sciences investment firm), its recapitalization of SERVPRO, in which Blackstone’s Core Private Equity strategy acquired a majority stake in SERVPRO, its acquisition of PSAV, its acquisition and sale of Allied Barton, its sale of Optiv and its acquisitions of BioMed Realty Trust, Service King and Tradesmen International
  • Oaktree Capital Management in its sale of 62% of Oaktree business to Brookfield Asset Management and its transaction to assume the management of Fifth Street Finance Corp. and Fifth Street Senior Floating Rate Corp.
  • KKR in its acquisition of Avoca Capital and investments in Focus Financial, PURE Insurance and Santander Consumer USA, as well as KKR and Caisse de dépôt et placement du Québec in their joint acquisition of USI Insurance Services
  • Sedgwick in its $6.7 billion sale to funds affiliated with Carlyle and Stone Point Capital and Caisse de dépôt et placement du Québec
  • The Carlyle Group in its acquisition and partial divestiture of The TCW Group and its investment in Sandler O’Neill + Partners

Recent strategic M&A transactions on which Elizabeth has advised include:

  • Refinitiv in its announced sale to the London Stock Exchange
  • First Data in its $22 billion merger with Fiserv to create one of the world’s leading payments and financial technology providers
  • Tyco International in its merger with Johnson Controls and Johnson Controls in the sale of its Power Solutions business to Brookfield
  • MassMutual in its $5.7 billion sale of OppenheimerFunds to Invesco
  • Fifth Third Bancorp in its $4.7 billion merger with MB Financial
  • Synovus in its $2.9 billion acquisition of FCB Financial Holdings
  • People’s United Financial in its acquisitions of First Connecticut Bancorp, Gerstein Fisher, Suffolk Bancorp, Danvers Bancorp, Smithtown Bancorp, River Bank and Financial Federal Corporation
  • KeyCorp in its $4.1 billion acquisition of First Niagara Financial Group
  • SunGard in its $9.1 billion sale to Fidelity National Information Services

In addition, Elizabeth represented the U.S. Treasury in connection with structuring and documenting its $250 billion program for purchasing equity in U.S. financial institutions under TARP and in connection with its equity investments in Citigroup and Bank of America. 

Named a 2019 “Dealmaker of the Year” by The American Lawyer, Elizabeth was recognized for her work on Blackstone’s $20 billion partnership with Thomson Reuters for Refinitiv. Elizabeth was also recently named “Best in M&A” by Euromoney’s Women in Business Law Americas Awards 2020, included on The Deal’s inaugural “Women in M&A: The Powerhouse 20” list, recognized by Crain’s as a “Notable Woman in Law” for 2019, named an “MVP” in Private Equity for 2019 by Law360 and named “Private Equity Lawyer of the Year” at The Deal Awards in 2018. She has been recognized by Chambers USA: America’s Leading Lawyers for Business since 2011 where she is described as an “exceptional talent” and a “very competent, responsive and very hard-working” lawyer. 

Elizabeth joined Simpson Thacher following her graduation in 2001 from Columbia Law School, where she was a James Kent Scholar. She received her A.B., cum laude, in 1997 from Harvard University. She is admitted to practice in New York and is a member of the Association of the Bar of New York City.

Jessie Cheng is Counsel at the International Monetary Fund, where she provides technical assistance to member countries and works on legal, regulatory, and policy issues in the areas of fintech, crypto assets, and central banking operations.  Prior to joining the Fund, Ms. Cheng was Deputy General Counsel at Ripple, where she advised on cross-border payments, blockchain-based distributed financial technologies, and cryptocurrencies.  Previously, Ms. Cheng was counsel and officer in the legal group of the Federal Reserve Bank of New York, specializing in central bank financial services; before joining the Bank, she practiced law as an associate at the New York law firm Wachtell, Lipton, Rosen & Katz.  A member of the American Bar Association, Ms. Cheng currently serves as Chair of the Payments Subcommittee of the ABA Business Law Section’s Uniform Commercial Code Committee.  She holds a B.A. from Yale University and a J.D. from Columbia School of Law.

Jonice Gray Tucker is a founding partner with Buckley LLP and a governing board member. Jonice specializes in work with banks, non-bank financial institutions, and other companies providing financial products and services. She works with some of the largest bank and non-bank financial institutions, emerging companies such as fintechs, and retailers whose business operations include consumer and commercial finance.

Jonice focuses a substantial portion of her practice on escalated supervision matters, investigations, and enforcement actions. She frequently serves as lead counsel in matters involving the DOJ, CFPB, HUD, FTC, and prudential banking regulators. She also represents clients in connection with matters involving state Attorneys General and other regulators such as the NYDFS, the California DBO, and state banking departments. In addition to her work before government regulators, Jonice counsels clients on compliance with laws governing financial services, conducts internal investigations, and represents clients in complex civil litigation.

Jonice is recognized in Chambers USA as a leading lawyer in the category of Consumer Finance (Enforcement and Investigations) and in Super Lawyers, Best Lawyers, and Legal 500. She has received Mortgage Women Magazine’s 2021 Mortgage Star Award, MCCA’s 2018 Rainmaker Award and twice has been recognized by Savoy as one of the nation’s Most Influential Black Lawyers. Jonice is the Immediate Past Chair of the American Bar Association’s Banking Law Committee.

Dedicated to serving the community, Jonice is the Secretary of the Board of Directors for the Legal Aid Society of DC, sits on the Board of Trustees for the Washington Lawyers’ Committee for Civil Rights and Urban Affairs, and is a member of the Advisory Board for the Ron Brown Scholars Program. Jonice attended Yale Law School. 

Kieran J. Fallon is Senior Deputy General Counsel of The PNC Financial Services Group. He is responsible for PNC’s government, regulatory affairs and enterprise risk. 

Prior to being named to his current position, he served as PNC’s chief counsel of Regulatory Affairs and briefly as acting general counsel. 

Before joining PNC in May 2011, Fallon served as associate general counsel for legislation and special projects with the Board of Governors of the Federal Reserve System in Washington, D.C.  While at the Federal Reserve Board, he played a key role in the development and implementation of numerous significant legislative and regulatory initiatives during the past two decades, including the Dodd-Frank Act of 2010, the Federal Reserve's response to the financial crisis, and the Gramm-Leach-Bliley Act of 1999.  In addition, Fallon served as general counsel to the Financial Stability Oversight Board, one of the Federal oversight bodies for the Troubled Asset Relief Program (TARP), from 2008 to March 2011.  He is a recognized expert in a wide range of subjects under the Federal banking laws, and a regular speaker at industry conferences on regulatory reform and financial services regulation.

Prior to joining the Federal Reserve Board in 1995, he served as an associate in the financial services practice group of the Washington, D.C. office of Morrison & Foerster.  

Fallon earned his J.D. from the New York University School of Law where he graduated magna cum laude, and his B.S. in Foreign Service was received at Georgetown University where he graduated summa cum laude.

Lauren Gojkovich is a Managing Director and the Activism practice lead at PJT Camberview, based in New York. Before joining PJT Camberview, Ms. Gojkovich was a Vice President, Assistant General Counsel in the corporate governance group in the legal division of Goldman Sachs, focusing on the corporate governance of the Goldman Sachs board of directors. Prior to that, Ms. Gojkovich worked as a corporate attorney at Wachtell, Lipton, Rosen & Katz, where she specialized in mergers and acquisitions, corporate governance, proxy fights and takeover defense.

Ms. Gojkovich began her career as an analyst in the equities trading division of Goldman Sachs. Ms. Gojkovich is a member of the State Bar of New York and Massachusetts. She holds a JD from Columbia Law School, where she was a Harlan Fiske Stone Scholar, and a bachelor’s degree in public policy studies from Duke University, where she graduated magna cum laude.

Malini Mithal is the Associate Director of the Federal Trade Commission’s Division of Financial Practices. In this capacity, she supervises investigations and enforcement actions challenging unfair or deceptive practices in the provision of non-bank financial services, including in the areas of FinTech, lead generation, short-term loans, debt collection, student loan debt relief, mortgage relief, and automobile advertising and financing. Under her leadership, the Division has also engaged in significant policy initiatives, including hosting workshops or issuing reports on marketplace lending, blockchain, artificial intelligence, peer-to-peer payments, crowdfunding, lead generation, mobile payments, and mobile cramming.

Ms. Mithal has held numerous positions at the Commission, including Counsel to the Director of the Bureau of Consumer Protection. Prior to joining the FTC in 2005, Ms. Mithal served as a law clerk for the Honorable Alan S. Gold of the U.S. District Court for the Southern District of Florida. She received her law degree from Columbia Law School and her undergraduate degree from Georgetown University.

Randall D. Guynn is a partner at Davis Polk & Wardwell and has been head of its Financial Institutions Group since 1994.  He is widely recognized as one of the country’s leading bank regulatory and bank M&A lawyers, and a thought leader on financial regulatory reform. He was named Banking Lawyer of the Year and the Most Highly Regarded Banking Lawyer in the World in 2014 and again in 2017 by Law Business Research’s International Who’s Who of Banking Lawyers and one of the 10 most innovative lawyers in the United States by the Financial Times in 2013.  He is currently ranked as a Star Individual in Banking (Compliance) and Band 1 in Financial Institution M&A Chambers USA 2018.  He was also named a Banking Thought Leader in Who’s Who Legal: Thought Leaders for 2017 and 2018.  The group he heads was named the "Financial Regulation Team of the Year" for two years in a row (2014, 2015) by the International Financial Law Review.

Mr. Guynn has advised the Bank Policy Institute (formerly The Clearing House Association) and the Securities Industry and Financial Markets Association, the principal trade organizations for U.S. banks, all eight of the largest U.S. banks, many of the most important foreign banks and a number of U.S. regional, mid-size,community and fintech banks. He played a key role in developing the single point-of-entry resolution strategy, which has been widely accepted as the most credible solution to the too-big-to-fail problem.  In addition to regulatory reform, his practice focuses on providing strategic bank regulatory advice and advising on M&A and capital markets transactions when the target or issuer is a banking organization or other financial institution. He also advises on regulatory enforcement actions and white collar criminal defense, bank failures and recapitalizations, corporate governance and internal controls, cross-border collateral transactions, credit risk management, securities settlement systems and payment systems.

Richard Coffman is General Counsel of the Institute of International Bankers (IIB). He has been active in foreign bank regulatory matters for over 30 years, having previously been a partner at Clifford Chance US LLP and an associate at Simpson, Thacher & Bartlett. Prior to attending law school, he taught at the University of Virginia in the Department of Government and Foreign Affairs.

Mr. Coffman is a member of the American Bar Association and the Banking Law Committee of the New York City Bar Association. Mr. Coffman holds a J.D. and Ph.D. degrees from Columbia University and a Bachelor of Arts degree from Southern Methodist University.

Recruited in 2017 by Attorney General Josh Shapiro to start the nation’s first “mini CFPB,” Nicholas Smyth manages investigations and litigation of 12 to 15 attorneys involving student lending, mortgages, auto finance, payday lending, debt collection, credit reporting, debt settlement, scams, and COVID-related price gouging. Working closely with other states and the Consumer Financial Protection Bureau (CFPB), Smyth’s team has obtained nearly $200 million in relief for Pennsylvania consumers. Public lawsuits and settlements include Navient (M.D. Pa), Wells Fargo, Equifax, Citibank, Think Finance (E.D. Pa), and Dominion Management (Phila. Ct. Com. Pl.). In June 2019 Smyth testified before the U.S. House Committee on Financial Services about student loan servicing. He was elected to the American Law Institute in 2020. From 2014 to 2020, he was the Vice Chair and then Chair of the American Bar Association’s Federal and State Trade Practices Subcommittee, part of the Consumer Financial Services Committee.

Prior to joining the Office of Attorney General, Smyth spent four years as a CFPB Enforcement Attorney. He was the fourth employee at the CFPB, having previously worked at the U.S. Department of the Treasury on the team of attorneys that, working closely with Congressional staff, drafted and revised the Consumer Financial Protection Act in 2009-10. In between his stints in government, Smyth was also a Senior Counsel at an auto finance company and a Senior Associate at Reed Smith. He earned his B.A. and J.D. from Harvard. He was born in Ireland and grew up in Pittsburgh, where he resides with his wife and two daughters.

Benjamin W. McDonough is the Senior Deputy Comptroller and Chief Counsel at the Office of the Comptroller of the Currency (OCC).

In this capacity, Mr. McDonough oversees all of the agency’s legal and licensing activities, including legal advisory services to banks and examiners, enforcement, litigation, agency administrative matters, legislative initiatives, the chartering of new banks, and changes in structure and activities of existing banks. He serves on the OCC’s Executive Committee and provides advice and counsel to the Comptroller of the Currency and senior OCC executives. He assumed this role in June 2021.

Prior to joining the OCC, Mr. McDonough served as Associate General Counsel in the Legal Division at the Board of Governors of the Federal Reserve System. He joined the Federal Reserve Board in 2008, and during his time there, he worked on a variety of regulatory and supervisory matters, including providing legal advice to the Large Institution Supervision Coordinating Committee Operating Committee and to the Federal Reserve’s stress testing program. From August 2014 through July 2015, Mr. McDonough was a secondee to the European Central Bank’s Legal Division.

Prior to joining the Federal Reserve Board, Mr. McDonough was a Senior Attorney at the Federal Deposit Insurance Corporation, where he began his career as an Honors Attorney.

Mr. McDonough holds a joint juris doctor/master of public policy degree from the University of Michigan Law School and Gerald R. Ford School of Public Policy, and a bachelor of arts degree also from the University of Michigan.

Alison M. Thro is Assistant General Counsel with the Legal Division at the Federal Reserve Board, overseeing the Applications function.  Ms. Thro has been with the Board in a variety of attorney positions since 1998, including serving as Assistant General Counsel since 2011.  Ms. Thro holds law degrees from Yale Law School (LL.M. 1997) and The University of Alabama School of Law (J.D. 1988).

Adam S. Hickey is the Deputy Assistant Attorney General (DAAG) for National Asset Protection. As the DAAG, he manages the NSD’s efforts to combat national security threats from computer intrusions and attacks, economic espionage, proliferation, and through foreign investment. Mr. Hickey also represents the DOJ on interagency policy committees concerning cybersecurity. Mr. Hickey joined the Department in 2007. From 2013 to 2015, Mr. Hickey was the Acting Deputy Chief for Cyber in the Counterintelligence and Export Control Section of the NSD, where he supervised criminal investigations of state actors for malicious cyber activity affecting the private sector and critical infrastructure.

Previously, Mr. Hickey was a federal prosecutor and served as the Deputy Chief of Appeals in the Southern District of New York. There he focused on national security cases involving terrorism and international drug and arms trafficking. Prior to joining the DOJ in 2007, Mr. Hickey clerked for the Hon. Jed S. Rakoff of the U.S. District Court for the Southern District of New York, and the Hon. Robert A. Katzmann of the U.S. Court of Appeals for the Second Circuit. Mr. Hickey also practiced civil litigation and white collar defense in Manhattan. He is a graduate of Harvard College and Yale Law School.

Arthur B. Crozier is Chairman of Innisfree M&A Incorporated of New York and of Lake Isle M&A Incorporated, Innisfree’s wholly-owned UK subsidiary. Mr. Crozier’s practice includes the representation of U.S. and international clients in a wide variety of transactions and proxy contests, as well as annual and special meetings. In addition, he counsels an international roster of clients on corporate governance, shareholder engagement and executive compensation issues.

Recent activist/takeover situations he has worked on include: the successful defense at Taubman Centers against the proxy contest by Land and Buildings; the successful acquisition of SolarCity by Tesla Motors, the successful defense at Chico’s FAS against the proxy contest by the Barrington Group, the successful defense at DuPont against the proxy contest by Trian Partners; the successful defense at Allergan against the unsolicited offer by Valeant Pharmaceuticals and Pershing Square Capital Management; the successful defense at Time Warner Inc. against the unsolicited acquisition proposal by 21st Century Fox; the successful defense at Aspen Insurance against the unsolicited tender offer and accompanying solicitation of calls for special meetings by Endurance Specialty Holdings; the defense at Transocean against the proxy contest conducted by Carl Icahn; the successful acquisition of Dell Inc. by Michael Dell and Silver Lake Management, despite opposition by Carl Icahn and Southeastern Asset Management; the successful proxy contest waged by P. Schoenfeld Asset Management at MetroPCS to improve the terms of its merger with T-Mobile; the successful defense at Agrium against the proxy contest by JANA Partners; and the successful defense at Oshkosh Corporation against the proxy contest and unsolicited tender offer by Carl Icahn. Mr. Crozier has written numerous articles and spoken extensively on the subjects of corporate governance, shareholder engagement, proxy contests, hedge fund activism, executive compensation and international voting practices.

He received his B.A. degree from the College of the Holy Cross and his J.D. degree from Boston College Law School.

He is a member of the National Investor Relations Institute, the International Bar Association, the Advisory Board for the Program on Corporate Governance at Harvard Law School, and the Society for Corporate Governance; as well as a Director of the Boy Scouts of America, Greater New York Councils and a Trustee of The Commonwealth Charitable Fund, Inc.

Betty Whelchel is the Head of Public Policy and Regulatory Affairs for BNP Paribas’ wholesale operations in the U.S. In this capacity, she also covers BNP Paribas’ intermediate holding company.

Betty’s career has focused upon financial services law and regulation. Upon graduating Harvard Law School in 1981, she began work at the U.S. Treasury Department as an attorney in the General Counsel’s honors program. She moved to Shearman & Sterling in 1984, where she worked in the firm’s New York and Tokyo offices. In 1990, she joined Deutsche Bank AG, where she served first as Deputy General Counsel for the bank’s U.S. operations and then as Global General Counsel for its world-wide asset management businesses. She joined BNP Paribas in 2005 as General Counsel for the Americas, moving to her current role as Head of Public Policy and Regulatory Affairs in 2016.

Betty is active in industry initiatives related to financial regulatory reform and corporate governance. She is a member of the Executive Committee of the Institute of International Bankers’ Board of Trustees and chairs its committee on legislative and regulatory developments. She also has served on several committees at the Association of the Bar of the City of New York, including the Task Force on the Lawyer’s Role in Corporate Governance.

Betty is a recipient of the 2015 Legal 500 Individual of the Year in Financial Services and the 2013 Burton “Legend in the Law” Award. She lives in Brooklyn with her husband and daughter.

Daniel Gorfine is Director, LabCFTC and Chief Innovation Officer at the U.S. Commodity Futures Trading Commission. LabCFTC is dedicated to facilitating market-enhancing financial technology (FinTech) innovation, fair market competition, and proactive regulatory excellence and understanding of emerging technologies. Daniel is also an Adjunct Professor at the Georgetown University Law Center where he teaches a course on ‘FinTech Law & Policy.’ Daniel was most recently Vice President, External Affairs & Associate General Counsel at OnDeck, and previously served as director of financial markets policy and legal counsel at the Milken Institute think tank where he focused on technology-driven financial innovation, capital access, and financial market policy. Earlier in his career, Gorfine worked at the international law firm Covington & Burling LLP and served a clerkship with U.S. District Court Judge Catherine C. Blake in the District of Maryland. A graduate of Brown University (A.B.), Daniel holds a J.D. from George Washington University Law School and an M.A. from the Paul H. Nitze School for Advanced International Studies (SAIS) at Johns Hopkins University.

Don Vieira represents clients in matters involving foreign investment, cybersecurity, export enforcement and government investigations. He has significant experience representing clients in national security reviews before CFIUS and assisting clients on related issues, including Defense Security Service (DSS) export control compliance and economic sanctions. He has also represented numerous parties in cybersecurity matters, including matters involving foreign nation state actors. 

He has served in senior national security positions in both the executive and legislative branches of the federal government. At the Department of Justice (DOJ), he was chief of staff of the National Security Division (NSD) and counselor to the assistant attorney general for national security. Prior to joining Skadden, Don was chair of the national security practice at another international law firm.

Michael F. Coyne is General Counsel and Senior Legal Officer for the Americas, which includes MUFG Americas Holdings Corporation and its primary subsidiary, MUFG Union Bank, N.A. He is also an Executive Officer of Mitsubishi UFJ Financial Group, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd. 

Based in MUAH's headquarters in New York, Mike’s responsibilities include legal support for the Bank's U.S. board of directors, oversight of all corporate litigation and government affairs functions; legal oversight of mergers and acquisitions, regulatory matters, securities and credit transactions, and all of the bank’s internal and external legal support.

Prior to joining the Bank, Mike spent 21 years at JPMorgan Chase & Co. in New York, rising to Senior Vice President, Associate General Counsel and Co-Head of Litigation, after serving for six years as Co-Head of Investment Banking Litigation.  As Co-Head of Litigation, he was responsible for all of litigation and governmental investigation matters affecting the bank’s businesses worldwide.

After earning his J.D. (cum laude) from Boston College Law School, he joined Rogers & Wells, a New York based international law firm, specializing in securities, corporate and commercial and real estate litigation. He earned a B.A. in Economics and Political Science from the University of North Carolina, Chapel Hill. In addition to being a member of the New York State Bar, Coyne serves on the Association board of directors of The Clearing House and is a member of the Association of the Bar of the City of New York and of the Federal Bar Council.

Mitch Eitel is Managing Partner of Sullivan & Cromwell’s Financial Services Group and co-Managing Partner of S&C’s global General Practice Group. He has a broad practice covering the needs of the Firm’s financial services clients, focusing largely on governance and on the corporate, securities and regulatory aspects of mergers and acquisitions and other transactional matters for banks, asset managers, insurers, broker-dealers, finance and financial technology companies. Mr. Eitel has worked on many of the largest, most complex transactions in the financial services industries, including the major transactions of the financial crisis. In addition to transactional work, Mr. Eitel works with S&C’s financial services clients on a wide range of regulatory and enforcement matters. These have included subjects such as resolution planning, anti-money laundering, consumer compliance, cyber-security and other areas of regulatory scrutiny. 

Mr. Eitel has been recognized widely for his work, including being twice named a “Dealmaker of the Year” by The American Lawyer magazine. He also has been named a “Dealmaker of the Week” by the same publication. Mr. Eitel’s recognitions also reflect his approach to client service, having been named by BTI Consulting to its Client Service All-Star Team. Law360 recently stated Mr. Eitel “has for years been one of the banking bar’s preeminent voices.”
Mr. Eitel is a frequent speaker and panelist, particularly in the areas of financial services M&A, regulation and enforcement. He is co-chair of the annual SNL Bank M&A Symposium. Mr. Eitel is a member of The American Law Institute. He also serves as legal counsel to the Archaeological Institute of America.

Nicholas G. Demmo joined Wachtell, Lipton, Rosen & Katz in 1997 and was elected partner in 2004. Mr. Demmo focuses on M&A transactions and other critical situations involving banks and other financial institutions, and he has a broad range of experience in complex transactional, securities, private equity, regulatory, governance, activism and compliance matters. Mr. Demmo has worked on numerous public and private company acquisitions, corporate control contests, securities offerings, corporate governance matters and joint venture transactions.

Mr. Demmo received his B.A. in economics from Yale University in 1993 and his J.D. from The University of Pennsylvania in 1996, where he served on the Journal of International Economic Law and was a member of the Order of the Coif. Following graduation from law school, he clerked for the Honorable Dean D. Pregerson of the U.S. District Court for the Central District of California.

Sean Carmody is a Partner at Centerview Partners. He has spent his 14-year career advising financial services firms on key strategic and financial matters. He has worked with banks and thrifts, specialty finance companies, securities/brokerage firms, financial technology players and asset/wealth managers. Mr. Carmody holds an AB from Harvard University and an MBA from the Kellogg School of Management at Northwestern University.

William D. Haas is Deputy Comptroller for Midsize Bank Supervision at the Office of the Comptroller of the Currency (OCC).

Mr. Haas' Midsize Bank Supervision portfolio includes a group of companies with assets ranging from $10 billion to $60 billion in assets, as well as a number of nationally chartered institutions whose activities are limited to credit card lending.  He assumed the Deputy Comptroller position in April, 2008.

In March 2003, Mr. Haas became the Assistant Deputy Comptroller for Midsize Bank Supervision. In 2013, Mr. Haas was designated as a Senior National Bank Examiner.

Mr. Haas started his career with the OCC in 1984 in Grand Island, Nebraska and was commissioned as a National Bank Examiner in 1988. He served as field examiner based in Minneapolis from 1986 to 1994. In 1994, Mr. Haas transferred to Large Bank Supervision, where he served as the commercial credit lead examiner at Norwest Corporation, and later as a member of the credit team at US Bank.

Mr. Haas graduated in 1984 from Hastings College, Hastings, Nebraska, with a degree in Business Administration and Political Science.

As President of CrowdStrike Services, Shawn Henry leads a world-class team of cybersecurity professionals who aggressively and effectively investigate and mitigate targeted attacks on computer networks. Under his leadership, CrowdStrike has been engaged in significant proactive and incident response operations across every major commercial sector, protecting organizations’ sensitive data and networks.

Shawn retired as FBI Executive Assistant Director (EAD) in 2012, overseeing half of the FBI’s investigative operations, including all FBI criminal and cyber investigations worldwide, international operations, and the FBI’s critical incident response to major investigations and disasters. During his 24- year career, he held a wide range of operational and leadership roles in four FBI Field Offices and FBI Headquarters. 

Serving in multiple positions relating to cyber intrusions since 1999, Shawn was the Bureau’s outspoken top agent on cybersecurity issues, boosting the FBI’s cyber investigative capabilities. In addition to his last position as EAD, he served as both Deputy Assistant Director and Assistant Director of the Cyber Division at FBI Headquarters; Supervisor of the FBI Cyber Crime Squad in Baltimore; and Chief of the Computer Investigations’ Unit within the National Infrastructure Protection Center.

During his tenure, Shawn oversaw major computer crime and cyber investigations spanning the globe, from denial-of-service attacks, to major bank and corporate breaches, to nation-state sponsored intrusions. Shawn led the establishment of the National Cyber Investigative Joint Task Force (NCIJTF), a multi-agency center led by the FBI, and forged partnerships domestically and internationally within governments and the private sector. He was an original member of, and key contributor to, the National Cyber Study Group, under the direction of the Office of the Director of National Intelligence. This organization developed the Comprehensive National Cybersecurity Initiative (CNCI), the U.S. government’s national strategy to mitigate threats and secure cyberspace. Early in his cyber career, Shawn served on the U.S. delegation to the G8 as a member of the High-Tech Crimes Subgroup. 

Shawn earned a Bachelor of Business Administration from Hofstra University and a Master of Science in Criminal Justice Administration from Virginia Commonwealth University. He is a graduate of the Homeland Security Executive Leadership Program of the Naval Postgraduate School’s Center for Homeland Defense and Security.