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Directors' Institute on Corporate Governance (Fifteenth Annual)


Speaker(s): Carol Bowie, David M. Becker, Douglas K. Chia, Erica Williams, Gina Merritt-Epps, Hon. Cynthia A. Glassman, Hon. Karen L. Valihura, Hon. Roel C. Campos, John F. Delaney, Katherine Mooney Carroll, Leonard Bailey, Lillian Brown, Linda E. Rappaport, Lori Zyskowski, Mark J. Gentile, Mark K. Schonfeld, Patricia L. Enerio, Peter E. Murphy, Prof. Judith H. Germano, Scott Bisang, Stacy Janiak, Suzanne M. Hopgood, Wesley R. Bricker
Recorded on: Nov. 29, 2017
PLI Program #: 185475

Douglas K. Chia is Executive Director of The Conference Board Governance Center.  He joined The Conference Board in 2016.

Mr. Chia previously served as Assistant General Counsel and Corporate Secretary of Johnson & Johnson.  Before joining Johnson & Johnson in 2005, he served as Assistant General Counsel, Corporate of Tyco International, and practiced law at the global firms Simpson Thacher & Bartlett and Clifford Chance, both in New York and Hong Kong.

Mr. Chia has held a number of central leadership positions in the corporate governance field, including Chair of the Board of the Society of Corporate Secretaries & Governance Professionals, President of the Stockholder Relations Society of New York, and member of the New York Stock Exchange Corporate Governance Commission.  He is currently a member of the Corporate Laws Committee of the American Bar Association and a member of the National Asian Pacific American Bar Association.

Mr. Chia is a graduate of Dartmouth College and the Georgetown University Law Center.  He currently lives in Princeton, New Jersey with his wife and their four children.

Mr. Chia is a Trustee of the Historical Society of Princeton and the McCarter Theatre Center for the Performing Arts.



Carol Bowie is a Senior Advisor in the Governance unit of Teneo Holdings, a global advisory firm that provides strategic counsel to major companies across their full range of key objectives and issues.

Prior to joining Teneo in March, 2017, Carol had retired from Institutional Shareholder Services (ISS) where she was an Executive Director and head of the Americas Research group that provides proxy-based research, analysis, and shareholder voting recommendations for thousands of public companies in the U.S., Canada, and Latin America. Preceding that role, Carol led Compensation Research Development at ISS for several years, and before that headed the ISS Governance Institute team that produced research and insight around key issues in corporate governance and coordinated ISS’ U.S. benchmark policy development.  Until its acquisition by ISS in 2005, Carol was Director of Governance Research at the Investor Responsibility Research Center (IRRC) in Washington, DC, an advisory service providing objective guidance on governance and proxy voting issues to institutional investors worldwide.

Before joining IRRC in 2001, Carol was Director of Publications & Research for Executive Compensation Advisory Services and long-time managing editor of the Executive Compensation Reports newsletter, analyzing trends and developments in executive pay at public companies.  She has been a frequent speaker on executive compensation and other governance issues, and has published articles in journals such as Mergers & Acquisitions and Directorship Magazine. Carol also has provided information and commentary on these issues to the business and general press and has appeared on numerous business-related television and radio programs. She received a Women's 100 Lifetime Achievement in Governance Award in 2016 and was named to the National Association of Corporate Directors' list of 100 top board room influencers several times.


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

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

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

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

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


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.


Erica Williams is a partner in the Government, Regulatory & Internal Investigations Group of Kirkland & Ellis LLP.

Erica was previously a Special Assistant and Associate Counsel to President Barack Obama, where she advised the president and his senior advisors on legal and constitutional issues involving economic policy, financial regulation and reform, financial technology, trade, intellectual property and data protection and privacy. Before that, Erica spent 11 years at the U.S. Securities & Exchange Commission, serving as Deputy Chief of Staff under Chairs Mary Jo White, Elisse Walter and Mary Schapiro, and Enforcement Counsel to Chair Schapiro. Earlier in her career, Erica served as Assistant Chief Litigation Counsel in the SEC’s Division of Enforcement Trial Unit where she led a number of successful prosecutions, including cases involving insider trading, accounting fraud, violations of the Foreign Corrupt Practices Act and financial reporting.

Prior Experience

Special Assistant to the President of the United States and Associate Counsel, 2015–2017

Deputy Chief of Staff, U.S. Securities and Exchange Commission, 2012–2015

Counsel to the Chairman, U.S. Securities and Exchange Commission, 2011–2012

Assistant Chief Litigation Counsel, U.S. Securities and Exchange Commission, 2004–2011

Litigation Associate, Arnold & Porter, 1998–2004


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

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

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

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


Katherine Mooney Carroll is a partner in the Washington, D.C. office of Cleary Gottlieb Steen & Hamilton LLP. Katherine’s practice focuses on advising U.S. and international financial institutions on U.S. regulatory matters, including recent reforms pursuant to the Dodd-Frank Act, regulatory aspects of bank mergers and acquisitions, cybersecurity and privacy matters, and compliance with U.S. sanctions and anti-money laundering (AML) laws.

Katherine served as Counselor to U.S. Secretary of Defense Ash Carter from April 2016 to January 2017. At the U.S. Department of Defense, she advised Secretary Carter on a broad range of issues, including cybersecurity and related intelligence matters. She was awarded the Secretary of Defense Medal for Outstanding Public Service.

Katherine’s recent representations include advising more than a dozen major U.S. and international financial institutions regarding compliance with the Volcker Rule; multiple U.S. and international banks in the preparation of their U.S. resolution plans and related corporate structure and cross-border resolution issues; IMB HoldCo, the parent of OneWest Bank, in its $3.4 billion sale to CIT Group; ongoing AML advice to major global private equity firms; and a major Mexican financial institution regarding its AML program and its U.S. correspondent relationships with U.S. banks.

She has been recognized as a leading financial services regulation lawyer by The Legal 500 U.S., Chambers USA as well as IFLR 1000: The Guide to the World’s Leading Law Firms. In 2015, Katherine received the “Best in Financial Regulation” award at Euromoney LMG’s Americas Women in Business Law Awards, and in 2013 she was named “Finance Up and Coming Lawyer of the Year” at the Chambers USA Women in Law Awards.

Katherine joined the firm in 2001 and became partner in 2012. She left the firm to serve in the Defense Department in 2016 and returned as a partner in 2017. She worked in the firm’s Hong Kong and New York offices before moving to the Washington office in 2003. Katherine received her J.D. from Yale Law School and her A.B. from Harvard College, magna cum laude.


Lillian Brown is a partner in the Transactional and Securities Departments and a member of the Corporate Practice Group in WilmerHale's Washington, DC office. Ms. Brown joined the firm in 2013, after having worked at the Securities and Exchange Commission (SEC) in the Division of Corporation Finance since 1999. In her time at the SEC, among other roles, Ms. Brown served as Senior Special Counsel to the Director of the Division of Corporation Finance, working directly with three different Directors, and Special Counsel in the Office of Mergers and Acquisitions. Ms. Brown advises clients, including public companies and their boards, on federal securities law compliance and corporate governance matters. She has extensive experience in SEC reporting and disclosure requirements, shareholder proposal and proxy matters, the federal securities laws relevant to control-related transactions, proxy access and shareholder activism and engagement. Ms. Brown works with a diverse range of companies, from Fortune 500 to private companies, spanning multiple industries including financial services, technology, entertainment, consumer products, security, biotechnology and retail.

Professional Activities

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

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

Community Involvement

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


Lori Zyskowski is a partner in Gibson Dunn’s New York office and Co-Chair of the Firm’s Securities Regulation and Corporate Governance Practice Group. Ms. Zyskowski advises public companies and their boards of directors on corporate governance matters, securities disclosure and compliance issues, executive compensation practices, and shareholder engagement and activism matters.

Ms. Zyskowski advises clients, including public companies and their boards of directors, on corporate governance and securities disclosure matters, with a focus on Securities and Exchange Commission reporting requirements, proxy statements, annual shareholders meetings, director independence issues, and executive compensation disclosure best practices.  Ms. Zyskowski also advises on board succession planning and board evaluations and has considerable experience advising nonprofit organizations on governance matters.

Before joining Gibson Dunn, for over a decade Ms. Zyskowski served as internal securities and corporate counsel at several large publicly traded companies, including most recently at General Electric Company.  Her in-house experience provides a unique insight and perspective on the issues that her clients face every day. 

Ms. Zyskowski is a frequent speaker on governance, proxy and securities disclosure panels and is very active in the corporate governance community. She is a former member of the board of directors of the Society for Corporate Governance and served as the President of its New York Chapter from 2016-2017.

She graduated from Columbia University School of Law in 1996 and was a Harlan Fiske Stone Scholar. Ms. Zyskowski received her undergraduate degree from Harvard University.

 


Mark J. Gentile is a member of the Wilmington, Delaware firm of Richards, Layton & Finger, P.A. Richards Layton is Delaware’s largest law firm and is best known for its expertise in corporate law. Mr. Gentile’s practice focuses on the General Corporation Law of the State of Delaware, advising corporations, officers, directors, board committees, and stockholders in connection with mergers and acquisitions, divestitures, recapitalizations, strategic planning, major equity investments, and corporate governance issues. Mr. Gentile currently represents directors of companies listed on NYSE and NASDAQ in connection with these matters.

Mr. Gentile is an appointed member of the American Bar Association’s Committee on Corporate Laws, where he most recently co-chaired the ABA’s Task Force on The Corporate Director’s Guidebook. He is a contributing author to The Delaware Law of Corporations and Business Organizations, has authored numerous articles on various aspects of corporate law, and is a frequent lecturer regarding corporate law and business combinations at securities and corporate law symposiums.

Chambers USA - America’s Leading Lawyers for Business has recognized Mr. Gentile for excellence in corporate law. He has also been listed in the Lawdragon 500 Leading Lawyers in America, the Lawdragon 500 Top Dealmakers in America, The International Who’s Who of Business Lawyers, The Best Lawyers in America, and Delaware Super Lawyers.

Mr. Gentile received his JD, cum laude, from Boston University School of Law, where he was managing editor of the Law Review.


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

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

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

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

Mr. Schonfeld received his Juris Doctor, cum laude, from Harvard Law School in 1988 and his Bachelor of Arts degree, summa cum laude, and with Highest Distinction from the University of Rochester in 1984.  Following law school, Mr. Schonfeld was a law clerk for the Honorable Ellsworth A. Van Graafeiland of the U.S. Court of Appeals for the Second Circuit.  Following his clerkship and before joining the SEC, Mr. Schonfeld was a litigator in private practice.

Mr. Schonfeld is a frequent public speaker to legal and industry practitioners and commentator on television and radio, and has participated in international training programs for foreign financial regulators and law enforcement agencies.  He is a past recipient of the SEC Chairman’s Award for Excellence and the Capital Markets Award.  He is a member of the New York and Massachusetts State Bars, the New York State Bar Association and the Committee on White Collar Criminal Litigation, the Association of the Bar of the City of New York and the Federal Bar Council. 


Patricia L. Enerio is a partner at Heyman Enerio Gattuso & Hirzel LLP in Wilmington, Delaware.  She focuses her practice on corporate governance, partnership and limited liability company disputes in the Delaware Court of Chancery.  Her practice includes representing both public and private companies and their directors and officers in stockholder class actions and derivative suits involving mergers and acquisitions and other transactions that implicate directors’ and officers’ fiduciary duties.  Her practice also includes counseling boards of directors and special committees regarding their fiduciary duties and internal corporate governance.

Tricia clerked for the Delaware Court of Chancery in 1998-1999.  She was the first law clerk to The Honorable Leo E. Strine, Jr., then-Vice Chancellor (now Chief Justice of the Delaware Supreme Court).

Tricia is AV rated by Martindale-Hubbell, and she is part of the less than 5% of women lawyers who have been recognized with an AV Preeminent Rating.  In connection with her AV rating, Tricia was recognized as “a top notch litigator with a keen understanding of the Delaware Courts.”  Tricia has also been named as a Delaware Super Lawyer in the field of Business Litigation, and she is listed in the Best Lawyers in America in the fields of Corporate Law and Litigation—Mergers and Acquisitions.

Tricia is a member of the Court of Chancery Rules Committee.  She is also the founder of Women Chancery Lawyers (a.k.a. Chancery Chicks), a networking group for women lawyers who practice corporate and commercial litigation in the Delaware Court of Chancery.


Peter E. Murphy is the founder and chief executive officer of Wentworth Capital Management, a private investment and venture capital firm focused on media, technology, and branded consumer businesses. Wentworth advises and invests in early and later stage growth businesses in digital media, television, and entertainment. The investment portfolio averages 6-10 early stage companies at any point in time.

In addition, Mr. Murphy serves on the boards of directors of various media and consumer-facing companies, including Tribune Media (NYSE: TRCO), where he is chairman of the audit committee and leads the transaction committee, Malibu Boats (NASDAQ: MBUU), where he is chairman of the compensation committee, and The Stars Group (NASDAQ: TSG). His extensive board experience includes previously serving as the chairman of the board of Revel Entertainment and on the boards of Fisher Communications and Dial Global (now Westwood One), serving as the chairman of a special committee for restructuring and on the audit committee.

Mr. Murphy previously served as President, Strategy & Development of Caesars Entertainment, an Apollo-TPG portfolio company and the world’s largest gaming company. He was responsible for corporate strategy and growth, mergers and acquisitions, corporate development, and real estate development around the world. Prior to Caesars, Mr. Murphy was an operating partner at Apollo Global Management focused on media and entertainment investing.

Mr. Murphy spent over 18 years at The Walt Disney Company in senior executive roles, serving as Disney’s Senior Executive Vice President, Chief Strategic Officer, Senior Advisor to the CEO, a member of the company's executive management committee, and CFO of ABC, Inc. He was responsible for strategy, new business development, mergers and acquisitions, technology, brand management, research and development, and long term planning for the growth of Disney's global businesses. During his tenure the company grew from ~$5 billion in revenue to over $35 billion, driven by the acquisition of Capital Cities/ABC which Mr. Murphy spearheaded and the strategic expansion of the ESPN and Disney Channel cable franchises. He was recognized by The Hollywood Reporter in its “Next Generation: Hollywood’s Top 35 Executives under 35” list and lectures regularly at the Tuck School of Business at Dartmouth College.

Mr. Murphy holds a bachelor's degree from Dartmouth College where he graduated Phi Beta Kappa and Magna Cum Laude, and an MBA from the Wharton School of Business.


Roel Campos is a partner in Hughes Hubbard & Reed LLP’s Washington, D.C. office and is Chair of the Securities Enforcement practice.  Roel’s practice consists of advising and defending corporate officers and boards of directors with respect to SEC enforcement, FCPA and internal investigations, criminal prosecutions, securities and internal regulation and corporate governance. 

Beginning in 2002, Roel was appointed twice by President George W. Bush and confirmed by the U.S. Senate as a Commissioner of the Securities and Exchange Commission (SEC), and served until 2007.  Earlier in his career, he served as an Assistant U.S. Attorney in Los Angeles.  Roel has also been an entrepreneur, and, with partners, raised capital from major investors and operated a successful broadcasting company.  Roel currently serves on the corporate boards for public and private companies, and he is a recognized expert in financial regulation.

Roel received his B.S. from the U.S. Air Force Academy, his MBA from UCLA, and J.D. from Harvard Law School.


Scott Bisang is a Managing Director at Joele Frank, a strategic communications and investor relations firm based in New York.  Scott provides strategic counsel across the disciplines of financial communications, investor relations, transaction communications, crisis communications, corporate communications and reputation management. He has extensive experience helping companies prepare for and manage complex special situations, notably mergers and acquisitions, hostile takeover attempts, and shareholder activism. He also advises companies facing a variety of crisis situations, including data breaches, unplanned management changes, SEC investigations, regulatory actions, litigation, restructurings, fraud and accounting irregularities, internal/board investigations, product recalls and workforce reductions, among other issues.  Scott’s clients have included a variety of U.S. and international companies, including: Twitter, Merck, Applied Materials, Allergan, Cabela’s, Monsanto, Martin Marietta, Domtar and Macerich, among others.

Recent special situation assignments include:

  • Mergers & Acquisitions: Allergan in its defense against an unsolicited proposal from Valeant Pharmaceuticals and Pershing Square and its merger with Actavis; Monsanto in its proposal to acquire Syngenta and its merger with Bayer; Cabela’s in its acquisition by Bass Pro Shops; CBOE Holdings in its acquisition of Bats Global Markets; First NBC in its divestiture of nine branches to Whitney Bank; Headwaters in its acquisition by Boral; Outerwall in its going private transaction with Apollo Group; Macerich in its defense against Simon Property Group; KeyCorp in its acquisition of First Niagara; Martin Marietta Materials in its acquisition of Texas Industries; Merck in the sale of its consumer care business to Bayer and acquisition of Idenix; Pacer in its merger with XPO Logistics; Verizon Communications in its agreement to acquire Vodafone’s interest in Verizon Wireless; Scientific Games in its merger with WMS Industries; Arbitron in its merger with Nielsen; Ralcorp in its merger with ConAgra Foods; DigitalGlobe in its acquisition of GeoEye; Transatlantic Holdings in its defense against unsolicited bids from Validus Holdings and National Indemnity and its merger with Alleghany Corporation; and Deutsche Boerse in its attempted merger with NYSE Euronext.
  • Shareholder Activism: Abraxas (Clinton Group), Allison Transmission (ValueAct, Ashe Capital), AOL (Starboard), Avid (Starboard), Brookdale Senior Living (Sandell), Clearwater Paper (SAC Capital), Digital Generation (Clinton Group), Lear (Marcato Capital Management and Oskie Capital Management), Macerich (Land & Buildings and Orange Capital), (Outerwall (Engaged Capital, Jana) Nuance (Carl Icahn), Pacer (Becker Drapkin), PLX Technology (Potomac Capital Management), Ralcorp Holdings (Corvex), Sony (Third Point), State Street Corporation (Trian), Stewart Information Services (Starboard, Foundation Asset Management, Bulldog Investors and Engine Capital LP), Taubman (Land & Buildings) and Transatlantic Holdings (Davis Selected Advisors).

In 2015, Scott received a “Rising PR Star” award from PR News, which recognizes the top professionals in the public relations field for their contributions to the industry. Scott joined Joele Frank in 2010 after previously working in corporate and marketing communications roles for the Federal Reserve Bank of Richmond and IBM. He also wrote for several daily newspapers and monthly magazines. Scott received a BS in newspaper journalism from the S.I. Newhouse School of Public Communications at Syracuse University.


Suzanne Hopgood is the CEO of The Hopgood Group, LLC, a corporate business consulting and governance firm she founded in 1985, assisting companies with business and financial challenges.  Her expertise includes being CEO and/or Chair of both public and private companies, and she is a Financial Expert.  She has served on the board of eleven companies.

Ms. Hopgood has served as Chair of the Nominating & Governance Committee on the board of Point Blank Solutions, Inc (PBSO.pk), a global manufacturer of high performance body armor; on the board of Italy-based Villa Sistemi Medicali; as Chairman of the Board of Del Global Technologies, Inc (NASDAQ: DGTC), an international manufacturer of medical equipment and defense products; as chair of Nominating & Governance and a Financial Expert of Acadia Realty Trust (NYSE:  AKR); as Chair & CEO of Furr’s Restaurant Group (NYSE: FRG); and as CEO of Houlihan’s Restaurant Group. Ms. Hopgood currently serves as the Chair of Nominating & Governance on the board of Mace Security International (OTC:MACE), as Chair of Newport Harbor Corporation, a hospitality company, and she serves as the Governor-appointed Chair of the Capital Region Development Authority, which currently oversees $800 million in real estate construction.

She speaks internationally on corporate board issues, including to directors in Russia, Brazil, London, and Hong Kong.  She co-authored the award-winning Board Leadership for the Company in Crisis.  She authored Being A Woman On The Board, Nov/Dec 2017 The Corporate Board.

Prior to founding The Hopgood Group, LLC, Ms Hopgood was responsible for a $1 billion equity real estate portfolio for Aetna Realty Investors.  Prior to Aetna, she was the Vice President and Senior Lending Officer of a Massachusetts bank, responsible for all real estate.


The Honorable Karen Valihura was sworn in as Justice of the Supreme Court of Delaware on Friday, July 25, 2014.

Justice Valihura, as a practicing lawyer, was consistently selected for inclusion in Chambers USA:  America’s Leading Lawyers for Business and The Best Lawyers in America.  Recently, she was selected by the National Association of Corporate Directors to the NACD Directorship 100, honoring the most influential people in corporate governance.  She is also a member of the American Law Institute.  Her corporate litigation practice included complex commercial and corporate governance issues, federal and state securities matters, as well as mergers and acquisitions and other transactional litigation.  Prior to her appointment to the Supreme Court, Justice Valihura was a partner at Skadden, Arps, Slate, Meagher & Flom, LLP, where she practiced law from 1989 until her appointment to the Court in 2014.

Justice Valihura served on the Advisory Board of the John L. Weinberg Center for Corporate Governance and served as Chair of the Delaware Supreme Court’s Board on Professional Responsibility and as Chair of the Delaware Supreme Court’s Permanent Ethics Advisory Committee on the Delaware Rules for Professional Conduct.    Justice Valihura served for eight years on the Corporation Law Council of the Corporation Law Section of the Delaware State Bar Association.  Additionally, Justice Valihura served her community as a member of the Board of Directors for the Delaware Special Olympics for eighteen years, including service as that Board’s President, and as a member of the Delaware Bar Foundation for eight years, including service as that Board’s President.

Justice Valihura received her undergraduate degree from Washington and Jefferson College in 1985 where she was valedictorian, and her law degree from the University of Pennsylvania Law School where she was a member of the Law Review.  She served as a law clerk to Judge Robert E. Cowen of the U.S. Court of Appeals for the Third Circuit.


As senior vice president, chief governance officer and corporate secretary for South Jersey Industries (NYSE), Gina Merritt-Epps is charged with directing the people, business processes, and systems needed to ensure best governance practices and compliance, including support for the Board and its committees.   Her duties include managing privacy risk, and ensuring compliance with core regulations, including SEC regulations. She recently accepted the role as the company’s first chief governance officer after serving as the company’s general counsel for eight years.

An alumna of Pennsylvania State University, Ms. Merritt-Epps earned her undergraduate degree in political science and also holds a Juris Doctor from Howard University School of Law. She is admitted to practice before the United States Supreme Court, the United States District Court for the District of New Jersey, the Supreme Court of New Jersey, and the Supreme Court of Pennsylvania.

Ms. Merritt-Epps is a member of the Society for Corporate Compliance and Ethics, National Association of Corporate Directors, Association of Corporate Counsel, Corporate Counsel Women of Color, Executive Women of NJ, and the American Association of Blacks in Energy. She also serves on the Boards of the Society for Corporate Governance and the Greater Atlantic Chamber of Commerce.

Ms. Merritt-Epps’ passion for giving back to the community is reflected in her service to a number of civic and community organizations. She is a charter member of the United Way of Greater Philadelphia and Southern New Jersey’s Women’s Leadership Initiative, and is a board member of the Lloyd D. Levenson Institute of Gaming, Hospitality. Additionally, Ms. Merritt-Epps is the National Director of Risk Management for Zeta Phi Beta Sorority, Inc.


John Delaney advises clients ranging from startups to FORTUNE 500 companies on licensing, intellectual property and technology-related matters. John’s experience includes negotiating complex IT and business process outsourcing contracts and service level agreements, joint ventures, software and content development agreements and licenses and similar transactions. John routinely advises clients on matters relating to social media, mobile apps, cloud computing, AI, big data analytics, smart contracts, blockchain and other emerging technologies. 

John also assists clients in identifying online liability issues and developing risk-reduction strategies, including in connection with data scraping, online marketing campaigns, user-generated content, voice platforms and interactive products and services.   

In the media space, John has extensive experience with the licensing of music, TV, film and other content for transmitting, streaming or downloading through traditional distribution channels and online platforms. 

In the social media space, John is highly knowledgeable of the rapidly evolving law of social media, social influencers and interactive marketing. He drafts and helps implement social media policies and guidelines, advises on compliance with the Digital Millennium Copyright Act (DMCA) and Communications Decency Act (CDA) safe harbors, and assists with online tracking and issues in connection with corporate blogs, third-party social media platforms and mobile applications.

John is a frequent author, blogger and lecturer on technology and intellectual property law developments.


LINDA RAPPAPORT is Of Counsel at Shearman & Sterling LLP in New York City.  She is a former Practice Group Leader of the Compensation, Governance & ERISA/Private Client Group as well as a founding partner of the firm’s Corporate Governance Advisory Group.   Her practice focuses on all aspects of executive compensation and benefits, including corporate, securities and tax laws, and related corporate governance and regulatory matters. Ms. Rappaport has a special focus on the representation of global, U.S. and non-U.S. companies and their Boards of Directors and Compensation Committees in corporate governance matters, including CEO succession, public disclosure and executive compensation.  She has broad experience in the design and implementation of executive incentive programs, and in the negotiation and preparation of executive employment contracts and severance arrangements, with particular emphasis on the financial services and entertainment industries.  Her practice also encompasses all compensation, benefits and related governance issues associated with corporate acquisitions, divestitures, public offerings, restructurings and bankruptcies.

Active in lecturing, she is the author of numerous articles on a variety of corporate governance and executive compensation issues.

Ms. Rappaport became a partner of the firm in 1985. She has served 3 terms as an elected member of the firm’s Policy Committee through 2014 and has been a member of the firm’s Executive Group. She is also a founding member and adviser of the firm’s Women’s Initiative for Success, Excellence and Retention (“WISER”) as well as the firm’s Hiring Partner.  Before joining the firm in 1979, she was a Law Clerk to Chief Judge James S. Holden, U.S. District Court of the District of Vermont, from 1978 to 1979.


Mr. Bailey is Special Counsel for National Security in the Department of Justice’s Computer Crime and Intellectual Property Section (CCIPS) and a senior member of CCIPS’ Cybersecurity Unit.  He joined the Department’s Terrorism and Violent Crime Section in 1991.  In the late 1990’s, he served as Special Counsel and Special Investigative Counsel to the Department’s Inspector General where he supervised sensitive investigations of Department officials and programs.  In 2000, he joined CCIPS where he has prosecuted computer crime and intellectual property cases; advised on matters related to searching and seizing electronic evidence and conducting electronic surveillance; chaired the Organization of American States’ Group of Government Experts on Cybercrime; and helped found CCIPS’s Cybersecurity Unit in 2014.

In 2009, he moved to the National Security Division.  As Senior Counselor to the Assistant Attorney General for National Security, he focused on critical infrastructure protection, offensive and defensive cyber policy, and application of national security cyber authorities.  He next served as an Associate Deputy Attorney General in the Department’s Office of the Deputy Attorney General, where he coordinated intradepartmental and interagency cyber policy and initiatives and the Department’s work with the National Security Council.  He returned to CCIPS in 2013.

Mr. Bailey is a graduate of Yale University and Yale Law School.  He has taught law courses on cybersecurity and cybercrime at Georgetown Law School and Columbus School of Law in Washington, D.C.  He is a recipient of the Criminal Division’s John C. Keeney Award for Exceptional Integrity and Professionalism.


Stacy is the Deloitte Chief Client Officer and leads the lifecycle of relationship development to bring the full depth and breadth of our firm to our clients. She maintains audit client responsibilities by serving as the lead client service partner on an SEC registrant, and as the advisory partner on a number of significant clients. Stacy also serves on Deloitte’s Board of Directors.

Recognized as a leader in the public accounting profession’s drive to continuously improve audit quality, Deloitte has more than 2,700 US audit clients. Deloitte’s public company audit clients total over $6.5 trillion in market capitalization and include 23 percent of Fortune 1000 companies.    

Previously, Stacy served as the Assurance and Accounting Advisory services national managing partner, as central region national managing partner, and oversaw Talent for the Audit practice. She had operational oversight of three US regions and US India, and focused on executing all aspects of our strategy around expanded assurance and advisory service delivery.

Aspects of her client service experience include providing audit, internal control, regulatory compliance, merger and acquisition due diligence and other specialized services to Fortune 500 companies as well as growing, mid-sized private companies.

Stacy is a graduate of DePaul University and currently serves on its Board of Trustees and as chair of the Audit Committee.  She is a board member of Boys & Girls Clubs of Chicago, an organization with a mission to enable all young people, especially those who need us most, to reach their full potential as productive, caring, responsible citizens. 


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Wesley “Wes” Bricker is a Vice Chair and PwC’s Assurance Leader for the US and Mexico. In this capacity, Wes’ responsibilities encompass audit quality, business development and portfolio strategy, human capital, diversity, innovation, and technology.

Prior to joining PwC US, Wes served as the Securities and Exchange Commission’s Chief Accountant beginning in 2016, after serving as the deputy chief accountant following a role as a professional accounting fellow. In his role as the SEC’s Chief Accountant, Wes was the principal advisor to the Commission on accounting and auditing matters, and led the Commission’s Office of the Chief Accountant, a group of professionals widely regarded for advancing the quality of accountancy and financial reporting oversight in the capital markets in the US and internationally. He was also responsible for assisting the Commission with discharging its oversight of the Financial Accounting Standards Board (FASB) and the Public Company Accounting Oversight Board (PCAOB), and also served as chair for the Monitoring Group, a group of regulatory and international financial organizations committed to advancing the public interest in international audit standard setting and audit quality.

Wes returns to PwC where he previously served clients in the banking, capital markets, financial technology, and investment management sectors, and also served as a member of the firm's National Quality Organization.

Wes received a BS in accounting from Elizabethtown College and a JD from American University. He is licensed as a certified public accountant and is a member of the New York State Bar Association.