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Corporate Governance - A Master Class 2017


Speaker(s): Alan L. Beller, Amy Borrus, Annette Leckie, Brian V. Breheny, Claudia H. Allen, David M. Becker, Dixie L. Johnson, Douglas K. Chia, Elias F. Habayeb, Joseph B. Ucuzoglu, Karen R. Osar, Keir D. Gumbs, Kimberly Woolley, Lillian Brown, Linda E. Rappaport, Linda L. Griggs, Margaret M. Foran, Marty Dunn, Michael Garland, Prof. Jonathan Lipson, Rachel A. Gonzalez, Richard D. Owens, Sandra L. Flow, Scott P. Spector, Steven M. Haas, Steven M. Pantina, Wesley R. Bricker
Recorded on: Mar. 9, 2017
PLI Program #: 186027

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.



Alan L. Beller is a preeminent legal advisor and recognized thought leader regarding securities law, capital markets and corporate governance.  He is a Senior Counsel at Cleary Gottlieb Steen & Hamilton LLP.

Alan currently serves in leadership oversight roles for organizations dedicated to long-term quality and stability of capital markets and the best interests of investors and issuers.

Alan is a member of the Board of Directors and the Audit and Risk Committees of The Travelers Companies, Inc., a Dow Jones company.

He is also a:

—Trustee of the IFRS Foundation, which is responsible for governance and oversight of the International Accounting Standards Board and International Financial Reporting Standards, the global system of accounting standards used in more than 130 countries.

—Member of the Sustainability Accounting Standards Board, which is developing industry-specific sustainability accounting standards that enable public companies to communicate financial material and decision-useful information to investors.

Alan was the Director of the Division of Corporation Finance of the U.S. Securities and Exchange Commission and a Senior Counselor to the Commission from January 2002 until February 2006. During his four-year tenure, he led the Division in producing the most far- reaching corporate governance, financial disclosure and securities offering reforms in SEC history. Among his accomplishments were the implementation of the corporate provisions of the Sarbanes-Oxley Act of 2002, the adoption of the first general corporate governance standards for listed companies and the successful completion of comprehensive securities offering reforms.

During his more than 30 years of experience in private practice with Cleary Gottlieb, Alan has represented market-leading US and non-US companies, independent directors and audit committees in complex transactions, including privatizations, demutualizations and other initial public offerings, and corporate governance, securities, corporate, and accounting and auditing matters. He has lectured and written extensively on these and other topics.


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.


Annette Leckie is a partner in the Boston office of Meridian Compensation Partners and has been consulting in the executive compensation field for 30 years. She advises compensation committees and consults with senior executives on the full range of executive and director compensation issues, including both pay levels and the design of cash and equity incentives, supplemental benefits and perquisites. Her work also covers pay-for-performance linkages, corporate governance developments, executive contracts, disclosure, retention, change-in-control arrangements, risk analysis, and other technical aspects of executive compensation.

Annette earned a B.S. degree from Oklahoma State University and MBA from the Harvard Graduate School of Business. 

She is a frequent speaker on executive compensation topics and member of the Compensation Committee Leadership Network. Annette currently serves on Meridian’s Executive Committee. 


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.


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

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

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

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


David M. Becker is Senior Counsel at Cleary Gottlieb Steen & Hamilton LLP, based in the Washington, D.C. office.  Mr. Becker was a partner at Cleary Gottlieb from 2002 to 2009 and from 2011 to 2013.

Mr. Becker rejoined Cleary Gottlieb in 2017 after serving as Chief Legal Officer of Och-Ziff Capital Management LLP from 2014 to 2017.  While at Och-Ziff Mr. Becker was responsible for all legal affairs of a large, NYSE-listed asset management firm with assets under management in excess of $30 billion.

Between 2009 and 2011 Mr. Becker served at the U.S. Securities and Exchange Commission as its General Counsel and Senior Policy Director. Mr. Becker also served as the SEC’s General Counsel from 2000 to 2002. Before joining the SEC staff in 2002, Mr. Becker had a long career in private practice.

Mr. Becker is the recipient of the 2019 William O. Douglas award given by the Association of the Association of Securities and Exchange Commission Alumni. The award is given in recognition of outstanding achievement in the securities law field.

Mr. Becker is distinguished as one of the leading lawyers in financial services regulation and securities regulation by Chambers USA. He has received similar recognition from Best Lawyers in America, The Legal Times of Washington, and Washingtonian magazine.

Mr. Becker received a J.D. degree from Columbia University Law School, where he was editor-in-chief of the Columbia Law Review, in 1973, and an undergraduate degree from Columbia College in 1968. Mr. Becker served as law clerk to the Honorable Harold Leventhal of the U.S. Court of Appeals for the District of Columbia Circuit and a year later for the Honorable Stanley Reed (retired) of the U.S. Supreme Court.

Mr. Becker is a member of the Bars in the District of Columbia and New York.


Dixie 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 Government 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 almost thirty 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.


Jonathan Lipson’s principal research focus is business failure:  how does–and should–the legal system respond when firms can’t (or don’t) pay their bills?

He has written dozens of articles and book chapters considering this question from a variety of perspectives, focusing in particular on issues of governance (who gets to make decisions for the troubled firm?) and information (who knows what, when, and how about the problem?).  He has published in many of the nation’s top law reviews, including those of the UCLA, Boston University, Notre Dame, and Southern California law schools.  His work is frequently cited, including by leading business courts, such as the Delaware Supreme Court, the Delaware Chancery Court and the Bankruptcy Court for the Southern District of New York.

An occasional empiricist, Lipson has published papers studying the use of “examiners” in chapter 11 bankruptcies and their relationship to “success” in case outcomes. He led a study of the relationship between executive compensation and asset securitization, and has written about lawyers’ practice of writing closing opinions in large and complex transactions. He has developed a subsidiary body of work on constitutional issues in bankruptcy, including those involving the bankruptcies of certain Catholic dioceses. His work has been selected for republication in, among others, the Corporate Practice Commentator and translated into Chinese. Some of his other major published work can be found here.

Lipson is a member of the American Law Institute and the American College of Commercial Finance Lawyers, and is active with the Business Law Section of the American Bar Association, where he is currently the Section Content Officer. He has previously been a member of the Business Law Section Council, head of its Publications Board, and co-chair of the Business Law Education Committee. During 2003-2004, he was the Chair of the Section on Commercial and Related Consumer Law of the Association of American Law Schools. He serves on the editorial boards of The Business Lawyer and The American Bankruptcy Law Journal. He has also served as an expert in complex reorganizations, including that of Enron Corp, and is counsel to amici curiae law professors in support of petitioners in Czyzewski v. Jevic Holding Corp., currently pending before the United States Supreme Court.

Lipson teaches Contracts, a Transactional Skills workshop in the fall, and Bankruptcy in the spring.

Lipson has previously been a tenured member of the faculties of the University of Wisconsin Law School, where he held a Foley & Lardner Chair, and the University of Baltimore Law School. Prior to teaching, Lipson was a lawyer. From 1995-1999, he practiced corporate and commercial law in Boston, with the firm of Hill & Barlow. From 1992 to 1995, he practiced bankruptcy and commercial law in the New York office of Kirkland & Ellis. From 1990-1992, he practiced with Milbank, Tweed, Hadley & McCloy. While in practice, he was involved in several large and complex chapter 11 cases, including those of Healthco, Thinking Machines Corporation, and CIS Corporation.

He is a graduate of the University of Wisconsin, B.A., with honors (1986) & J.D. (1990), where he was a note editor of the Wisconsin Law Review.


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”


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.


Linda L. Griggs’s practice focuses on securities regulation and corporate law matters. In addition, she assists on internal investigations and SEC enforcement and litigation matters that involve financial reporting and accounting matters. She draws on her experience as a former chief counsel to the chief accountant of the US Securities and Exchange Commission (SEC) to advise clients on issues related to financial reporting, accounting, and other disclosure requirements under securities laws and public and private securities offerings. Linda also advises clients on the fiduciary duties of directors and officers, as well as corporate governance matters.

Linda’s three-year term on the Financial Accounting Standards Advisory Council (FASAC) ended on December 31, 2016. FASAC advises the Financial Accounting Standards Board on strategic issues, project priorities, and other matters that affect accounting standards. Previously, she served on the SEC's Advisory Committee on Improvements to Financial Reporting and as a chair of the American Bar Association's Law and Accounting Committee.

In addition to her role as chief counsel to the chief accountant of the SEC, Linda worked as special counsel in the Division of Corporation Finance at the SEC. Prior to that, she served as an attorney in the division's rule-writing office, and as a reviewer of registration statements, proxy statements, and reports filed by companies covered by federal securities laws.

Linda retired as a partner of Morgan Lewis as of September 30, 2016 and practices as a senior counsel of the firm.

Awards and Affiliations

  • Ranked, Securities: Regulation: Advisory, Nationwide, Chambers USA (2013–2018)
  • Recommended, Capital Markets: Debt Offerings, Equity Offerings, The Legal 500 US (2014–2016)
  • Top Woman Lawyer, Best Lawyers (2016–2017)
  • Recognized, Corporate Compliance Law, Washington, DC; Corporate Governance Law, Washington, DC; Securities/Capital Markets Law, Washington, DC; Securities Regulation, Washington, DC, The Best Lawyers in America (2016–2019)
  • Recognized, Who’s Who Legal (2018)
  • Member, Financial Accounting Standards Advisory Council (10/2013 to 12/2016)
  • Member, SEC Advisory Committee on Improvements to Financial Reporting (8/2007–8/2008)
  • Member, American Bar Association, Federal Regulation of Securities Committee and Law and Accounting Committee


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 2019 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.


Michael Garland is Assistant Comptroller for Corporate Governance and Responsible Investment for New York City Comptroller Scott M. Stringer.  The Comptroller serves as investment advisor, custodian and a trustee to the New York City Pension Funds, which have more than $180 billion in assets and a long history of active ownership on issues of corporate governance and sustainability.

Michael and his team are responsible for developing and implementing the Funds’ active ownership programs for public equities, including voting proxies, engaging portfolio companies on their environmental, social and governance policies and practices, and advocating for regulatory reforms to protect investors and strengthen shareowner rights.  Recent initiatives include spearheading the Boardroom Accountability Project launched in fall 2014, which has helped to establish proxy access as a fundamental right at hundreds of U.S. companies.

Michael serves on the Council of Institutional Investors’ Board of Directors and the Broadridge Independent Steering Committee, and is Comptroller Stringer’s designated representative to the CERES board of directors.


Richard D. Owens is the Chairman of the Litigation Department in the New York office of Latham & Watkins. His practice focuses primarily on representing corporations and individuals in a wide variety of criminal and regulatory investigations and proceedings, as well as conducting internal investigations and advising on compliance matters. Prior to joining the firm, Mr. Owens served for more than twelve years as an Assistant United States Attorney in the United States Attorney’s Office for the Southern District of New York.

From 2002 through 2006, Mr. Owens served as the Chief of the Securities and Commodities Fraud Task Force. During his tenure as Chief, Mr. Owens supervised a team of approximately twenty prosecutors devoted to investigating and prosecuting securities fraud, commodities fraud, money laundering and obstruction of justice. Mr. Owens was responsible for coordinating the Office’s criminal prosecutions with parallel civil matters brought by the Securities & Exchange Commission

(SEC), the Commodity Futures Trading Commission, the Federal Reserve Banks, the New York Stock Exchange, the NASD, and state regulators. Mr. Owens directly supervised some of the nation's highest profile prosecutions of corporate fraud and insider trading, including those related to WorldCom, Adelphia Communications, American BankNote, ImClone Systems, Impath, Inc., and Royal Ahold, N.V. Mr. Owens received the Attorney General’s annual Distinguished Service Award in 1996 for the successful prosecution of the Daiwa Bank and again in 2000 for the successful prosecution of Patrick R. Bennett in connection with the then-largest financial fraud in U.S. history. Mr. Owens has tried twelve felony cases, including two of the three largest criminal accounting fraud cases ever prosecuted in the Southern District of New York.


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

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

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

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

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


Scott Spector co-chairs the Executive Compensation and Employee Benefits Group of Fenwick & West. His practice emphasizes the compensation issues that arise in connection with mergers and acquisitions, initial public offerings and corporate governance matters. He also specializes in serving high technology and software clients in designing and implementing executive compensation, equity compensation and other executive compensation arrangements. He is an expert on Section 409A and golden parachute matters. Scott represents numerous executive officers of technology companies in contract negotiations.

Among his current and previous clients are:

  • Cisco Systems
  • Facebook
  • Peloton
  • GoPro
  • ServiceNow
  • Symantec
  • Redfin
  • Workday

He is the former Chair of the Subcommittee on Executive Compensation of the Federal Regulation of Securities Committee of the ABA Business Law Section and the Subcommittee on the Federal Securities Regulation of the Committee on Employee Benefits of the ABA. Scott co-chairs the ALI/ABA annual Executive Compensation program. He is and has been a frequent speaker at the directors’ colleges, NASPP national conferences and other national compensation, governance, and securities law programs. Scott has also written extensively on executive compensation, corporate governance and stock compensation matters. He was named to The Best Lawyers in America in the area of Employee Benefits Law and recognized by Chambers USA as one of the top Employee Benefits and Executive Compensation lawyers in the US and California.

Scott received his Bachelor of Arts and Juris Doctor from Tulane University, in 1971 and 1974 respectively, and his Masters in Law (in Taxation) from New York University in 1975.  

Scott is member of the State Bar of California.

Emphasis:  Mergers & Acquisitions, Equity Compensation Arrangements, Corporate Governance, CEO Contract Negotiations and SEC Disclosure Obligations


Steven Haas is a partner at Hunton & Williams LLP and co-head of the firm’s M&A practice.  In 2015, he was named as an M&A “Rising Star” by Law360.  In 2013, he was named to the “40 under 40” list of legal counsel by The M&A Advisor.  He was also named a “Rising Star of Corporate Governance” by the Millstein Center for Global Markets and Corporate Ownership at Columbia Law School.  In addition, he is a fellow at the American College of Governance Counsel.  Prior to joining Hunton & Williams, Steven worked at Abrams & Laster LLP in Wilmington, Delaware.

Steven is an appointed member of the Committee on Corporate Laws of the Business Law Section of the American Bar Association. This committee has jurisdiction over the Model Business Corporation Act, which is followed in whole or in part by a majority of states.

Steven is the co-editor and contributing author of Corporate Governance: Law and Practice (LexisNexis), which is a two-volume/16-chapter treatise. He also is a frequent author and contributes to the blogs Deal Lawyers and Harvard Law School Forum on Corporate Governance and Financial Regulation.

Steven previously served as chairman of the ABA Corporate Governance Subcommittee on Current Developments and Emerging Issues. In addition, he has served for several years as an adjunct professor of law at the University of Richmond School of Law, where he has taught a course on mergers and acquisitions.

Steven is a graduate of the University of Virginia School of Law, where he served as notes editor on the Virginia Law Review.  He is a member of the Virginia and Delaware bars.


Joe Ucuzoglu is the chairman and chief executive officer of Deloitte & Touche LLP. As the leader of the US Audit & Assurance practice, Joe is responsible for overseeing all aspects of the organization including execution of our quality, innovation, growth, and talent strategies. He maintains significant audit client responsibilities, serving as the advisory partner for selected client engagements, and is a frequent speaker on issues impacting the audit profession and regulatory landscape. Joe also serves on Deloitte’s Global Board of Directors.

Recognized as a leader in the public accounting profession’s drive to continuously improve audit quality, Deloitte’s public company audit clients in the US total over $7 trillion in market capitalization and include 23 percent of Fortune 1000 companies.

Previously, Joe was Deloitte’s national managing partner for government, regulatory, and professional matters. In this role, he was responsible for Deloitte’s interactions with regulators and elected officials as well as overseeing the government affairs, public policy, independence, and ethics functions.

Prior to rejoining Deloitte, Joe served as senior advisor to the chief accountant at the Securities and Exchange Commission (SEC), advising on complex accounting, auditing, and public policy matters, and interacting frequently with other governmental agencies and Congress.

Joe is a graduate of the University of Southern California (USC). He serves on the board of directors of the US Chamber of Commerce, the board of trustees of the SEC Historical Society, and the executive committee of USC’s SEC Financial Reporting Institute. He is a member of the Committee on Capital Markets Regulation, an independent research organization dedicated to enhancing the competitiveness of US capital markets and ensuring stability of the US financial system, and is active in the Center for Audit Quality, an autonomous group devoted to fostering high-quality performance by public company auditors.


Kimberly is a member of Oracle’s Corporate, Securities & Acquisition Group, and her practice focuses primarily on corporate governance and supporting Oracle’s Board of Directors.  Kimberly is also a member of Oracle’s Disclosure Committee and 8-K Subcommittee, and is responsible for Oracle’s compliance with U.S. securities laws, including the review and preparation of the company’s periodic reports (10-K, 10-Q, 8-K), annual proxy statement, Section 16 filings and earnings releases.  Kimberly oversees new executive officer training for all EVPs and above and is responsible for recommending changes to Oracle’s insider trading policy, stock ownership guidelines, 10b5-1 plan guidelines and other internal corporate policies.  Kimberly also supports Oracle’s Treasury and Finance teams in capital markets transactions, including Oracle’s most recent $10 billion public debt offering in November 2017.

Kimberly received a Bachelor of Arts degree with honors from Ripon College in 1994 and a Juris Doctorate degree with high honors from The George Washington University Law School in 1998.  Prior to joining Oracle, Kimberly was Director, Associate General Counsel of Williams-Sonoma, Inc. and Corporate Counsel of Franklin Templeton Investments.  Kimberly previously worked as an Associate at law firms Gibson, Dunn & Crutcher (London and San Francisco), and Sullivan & Cromwell (London).

Kimberly is also on the Board of Directors of Oracle Corporation Japan, a publicly traded company in Japan, and Oracle Financial Services Software Limited, a publicly traded company in India.  She also serves as a Trustee, is the Chair of the Infrastructure Committee, and serves as a member of the Audit Committee and Finance Committee, of the Board of Trustees of Ripon College.


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

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

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


Ms. Foran is Chief Governance Officer, Senior Vice President and Corporate Secretary of Prudential Financial, Inc.  Her role at Prudential also includes oversight of the Company’s Shareholder Services and Sustainability divisions.

She has been a corporate governance leader throughout her career at Sara Lee Corporation, Pfizer, Inc. and J.P. Morgan & Co., Inc.  Ms. Foran is a director on the board of Occidental Petroleum Corporation and Chairperson of its Executive Compensation Committee.  She is also a member of its Corporate Governance, Nominating and Social Responsibility Committee.  She previously served on the Board of Directors of The MONY Group Inc. and MONY Life Insurance Company.

Her proactive shareholder outreach and thought leadership on key governance issues has earned her global recognition as a leader in corporate governance.  She has been recognized as one of the Most Influential People in Corporate Governance by Directorship Magazine for five consecutive years.  In 2011, she was identified by Treasury and Risk Magazine as one of the Most Influential People in Finance.  In 2013, Corporate Secretary Magazine named Ms. Foran “Governance Professional of the Year”.  In 2015, Ms. Foran received both the Linda Quinn Lifetime Achievement Award from TheCorporateCounsel.net, and Corporate Secretary Magazine’s Lifetime Achievement Award.

Ms. Foran currently serves as an active member of many influential advisory boards including as a liaison to the American Bar Association’s Commission on Diversity and the Corporate Law Committee, Catalyst’s Advisory Board, the Weinberg Center for Corporate Governance’s Advisory Board, NACD’s Nominating and Governance Committee Chair Advisory Council, the Center for Audit Quality (CAQ) Stakeholders’ Advisory Panel and Cybersecurity Advisory Panel, the International Integrated Reporting Council, the International Corporate Governance Network’s Corporate Risk Oversight Committee, and, the Society for Corporate Governance’s Environmental & Social Working Group, Executive Director of Prudential’s Sustainability Council, and Executive Sponsor of Prudential’s ADAPT initiative.

Ms. Foran received her B.A., magna cum laude, and J. D. degrees from the University of Notre Dame.  She is admitted to the New York, Illinois, Pennsylvania, and New Jersey (In-house) Bars. 


Ms. Gonzalez is Sabre Corporation’s Executive Vice President and General Counsel.  Ms. Gonzalez serves as the chief legal officer of Sabre and is responsible for its global legal, ethics and compliance, and government relations functions.  Sabre (Nasdaq:  SABR) is a leading technology solutions provider to the global travel and tourism industry.  Sabre operates in over 150 countries, with over 9,000 employees.  At Sabre, Ms. Gonzalez has resolved cyber security matters, managed significant antitrust litigation, and executed the orderly monetization of equity stakes by TPG and Silverlake into the public markets.

Before joining Sabre in 2014, she served as Executive Vice President, General Counsel and Corporate Secretary at Dean Foods Company (NYSE:  DF).  She was recently responsible for leading the legal team in separating Dean Food’s WhiteWave and Morningstar divisions.  Dean Foods, a Fortune 500 company, is the nation’s largest processor and distributor of milk and fluid dairy products, with over 19,000 employees.  WhiteWave’s portfolio of packaged food and beverage products includes iconic and much-beloved brands such as Horizon Organic and Silk.

Before joining Dean in 2008, Ms. Gonzalez served as Senior Vice President and Group Counsel for Mergers and Acquisitions at Affiliated Computer Services, Inc.  At ACS, Ms. Gonzalez provided legal support for over a dozen acquisitions.  ACS, which was acquired by Xerox in 2009, is a global information technology and business process outsourcing company, with more than 7,000 employees across the world.  Ms. Gonzalez joined ACS in 2006.

Prior to joining ACS, Ms. Gonzalez was a partner in the law firm of Morgan, Lewis and Bockius LLP, where she practiced in the area of corporate finance, mergers, acquisitions, joint ventures, counseling boards of directors, and other corporate work. Ms. Gonzalez joined Morgan Lewis’ New York office in 1996 and served in the firm’s London office from 2001 – 2006.  Her clients included FTSE 100 companies, Fortune 500 companies, U.S. and non-U.S. public and private companies, financial institutions, and private equity and venture capital firms.  At Morgan Lewis, she served a variety of industries, including telecommunications, consumer packaged goods, media, waste management and financial services.  Her first two years in private practice at international law firms focused on international dispute resolution.

Ms. Gonzalez serves on the Board of Directors of Girl Scouts of North East Texas, and its Executive, Finance and Board Development Committees; she also acts as its Treasurer.

Ms. Gonzalez earned her B.A. with High Honors in Comparative Literature in 1991 from the University of California, Berkeley.  She received her J.D. in 1994 from Boalt Hall School of Law, University of California, Berkeley.  She is admitted to practice in California (1994) and New York (1997).

She is fluent in Spanish and conversational in French.  She is a dual citizen of the United States and the United Kingdom.


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 wth 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.


Elias Habayeb is a member of the Executive Finance Leadership Group and leads AIG Corporate Finance which includes controllers, tax, financial planning and analysis, performance  management, investments finance and the  business partners supporting Legacy and the Corporate Center. In his current role, Elias has been integral to defining and implementing AIG's strategy. He has led part of the effort to transition the company to a modular structure, including an overhaul of financial disclosures and key performance metrics. He has also played an important role in managing AIG's expense structure and achieving significant cost reductions.

Elias' distinguished career in finance also includes his leadership of ILFC's successful divestiture from AIG. He was the CFO and a member of ILFC's Executive Management Team and led the preparation efforts for either an initial public offering or a private sale, which ultimately led to AerCap's purchase of ILFC in May 2014. While at ILFC, Elias notably transformed the company's finance function into a more efficient and value-contributing operation, restructured ILFC's capital structure, and significantly reduced its funding-liquidity risk. Prior to ILFC, Elias held various leadership positions for AIG, including Senior Vice President, Investments and Financial Services from 2010 to 2011. From 2005 to 2009, Elias served as Chief Financial Officer of AIG Financial Services Division, which included consumer finance, aircraft leasing, capital markets, premium finance,and commercial equipment finance .

Before his tenure at AIG, Elias was a partner in Deloitte & Touche's Capital Markets Group where he was one of the firm's leaders on accounting for financial instruments and advising clients on derivatives and structured transactions. Elias earned a Bachelor of Science degree in accounting from Syracuse University and is a licensed Certified Public Accountant.


Karen Osar is a retired investment banker, Treasurer and CFO, who has almost continuously served as Audit Chair of U.S. publicly listed companies from 1999 to the present. A banker at the original J. P. Morgan from 1975 to 1994, she subsequently served as Treasurer of Tenneco, then a $12 Billion industrial conglomerate, and then as CFO of Westvaco, MeadWestvaco (now Westrock) and Chemtura, a specialty chemical producer.  From 1999 to 2005 she chaired the Audit and Finance Committee of Allergan Inc .(a specialty pharmaceutical company), the BNY Hamilton Funds (a mutual fund family advised by the Bank of New York) from 199 until 2003, Encore Medical from 2003 until its sale in 2005, from 2007 until 2016 at Innophos Holdings Inc, a specialty chemical producer, and where she continues as a director and member of the Audit and Nominating and Go ernance Committees,  and from 2011 to the present of Webster Financial Corporation, a holding company for a $25 billion regional bank, where she also serves on the Risk Committee and on the Executive Committee. She also currently serves as a non executive director, member of the Audit Committee, and chair of the North American Audit Committee of Sappi Ltd.  Sappi, headquartered in Johannesburg, South Africa, is one of the world's largest  producers of printing papers and chemical cellulose and has substantial operations in South Africa, Europe and the U.S.


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