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Annual Disclosure Documents 2018: Current Developments and Best Practices

Speaker(s): Abena A. Mainoo, Amy J. Dorfmeister, Beth Sasfai, Chip Brixius, Christopher M. Hayden, Dase Kim, David A. Kanarek, Doreen E. Lilienfeld, Edward A. Hauder, Jillian L. Hunt, Joan E. McKown, Katherine Kelly, Keir D. Gumbs, Kenneth R. Lench, Lillian Brown, Mary Beth Breslin, Mary J. Mullany, Melissa L. Burek, Michael L. Hermsen, Peter W. Hennessey, Richard H. Grubaugh, Sandra L. Flow, Scott Lesmes, Todd J. Russo, Yumi Narita
Recorded on: Dec. 10, 2018
PLI Program #: 220675

Lillian Brown is a partner in the Washington, D.C. office of Wilmer Cutler Pickering Hale and Dorr LLP and is co-chair of the Corporate Governance and Disclosure Group in the firm’s Corporate Practice Group. Lily 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, ESG matters, shareholder proposals, proxy and annual meeting matters, and shareholder activism and engagement. Before joining WilmerHale in 2013, Lily spent nearly 14 years at the U.S. Securities and Exchange Commission (SEC) in the Division of Corporation Finance. In her time at the SEC, among other roles, Lily served as Senior Special Counsel to the Director of the Division of Corporation Finance and Special Counsel in the Office of Mergers and Acquisitions.  


Lily serves as Vice-Chair of the American Bar Association's Federal Regulation of Securities Committee and previously served as Chair of the Committee’s Subcommittee on Proxy Statements and Business Combinations. Lily co-chairs PLI’s Corporate Governance Master Class and PLI’s Directors’ Institute on Corporate Governance. She is also an Advisory Board member for the Securities Regulation Institute and a Fellow in the American College of Governance Counsel. Lily previously served as an elected member on the DC Bar's Corporation, Finance and Securities Law Steering Committee from 2014-2017 and as a member of the NASDAQ Hearings Panel from 2013-2017. She also served as an elected member of the Capitol Hill Day School Board of Trustees in a number of positions from 2011–2020, most recently as Chair from 2017–2020.

Doreen E. Lilienfeld is Global Head of the Governance & Advisory Group and the Team Leader of the Compensation, Governance and ERISA practice of Shearman & Sterling.

She focuses on a wide variety of compensation-related matters, including the design and implementation of retention and compensation plans, disclosure and regulatory compliance, and employment negotiations with senior executives. She has advised both U.S. and non-U.S. issuers on corporate governance and regulatory requirements relating to compensation and benefits matters and high profile individuals in their employment and severance negotiations.

Doreen has been a resident in the Frankfurt, London and Bay Area offices of Shearman & Sterling. For the past nineteen years, Doreen has spearheaded the publication of the Shearman & Sterling survey of the compensation-related corporate governance practices of the largest 100 domestic issuers. She is a lecturer in Executive Compensation at the Berkeley School of Law.

Doreen is the winner of the Euromoney Americas Women in Business Law Award for Best in Corporate Governance (2018) and was included in the “Notable Women in Law” list by Crain’s New York Business (2019). Her team was awarded Benefits Team of the Year by Law360 in January 2020.

Abena A. Mainoo’s practice focuses on regulatory enforcement matters and complex civil litigation.  She frequently represents clients in cross-border investigations and civil litigation involving allegations of fraud, including securities fraud.  Her clients have included Citigroup in resolving FX investigations by the DOJ and U.S. Federal Reserve; Bosch in connection with the Volkswagen emissions investigation; Petrobras in securities litigation in connection with the Operation Carwash corruption investigation; Nationstar Mortgage Holdings Inc. and certain of its current and former officers and directors in obtaining the dismissal of a putative securities class action; and BNP Paribas and HSBC in winning dismissal of civil RICO and related state law claims.

Amy Dorfmeister is a partner in Ernst & Young’s Philadelphia office with over 20 years of experience primarily serving clients in the life sciences and health industries. Amy works closely with and for multi-location, complex public and private high growth companies bringing experience in accounting and auditing services, financial reporting, SEC registration statements and reporting, public and private offerings and advisory services related to mergers and acquisitions and transaction support. Amy serves publicly traded global organizations and venture and private equity backed companies in the region.

Amy is a member of the EY Philadelphia office Diversity & Inclusiveness Council and plays an active role in EY’s professional women’s network.  Amy also served as the East Central Region Initial Public Offering Leader and is the CPA partner champion for the office.

Amy received a BS in Accounting from American University and is a member of Pennsylvania BIO, the Healthcare Financial Management Association, and currently serves on the Board of Directors of the Boys and Girls Club of Philadelphia.

Beth Sasfai is Verizon’s Senior Vice President & Chief ESG Officer. She is responsible for the company’s ESG strategy, disclosure, and related stakeholder advocacy.  Her team is additionally responsible for governance policy, compliance with federal and state corporate and securities laws, providing legal support to the corporate secretarial function, and advising on other general corporate matters.

Previously, Ms. Sasfai was Vice President and Associate General Counsel, Litigation for Verizon corporate. In that role, Ms. Sasfai was responsible for litigation and dispute resolution nationally for Verizon's corporate, wireline, wireless and enterprise and government businesses.

Ms. Sasfai brings more than 20 years of experience to her role, including a strong background in regulatory, governance, public policy and corporate litigation.  Ms. Sasfai previously served as a state regulatory attorney for Verizon New Jersey responsible for the operating company's day to day legal and regulatory issues, including actions at the public service commission and state and federal courts.  

Before joining Verizon, Ms. Sasfai practiced in the corporate and litigation groups of the New York City offices of Cleary, Gottlieb, Steen and Hamilton.

Ms. Sasfai holds a Juris Doctorate from the University of Pennsylvania where she graduated magna cum laude and a Bachelor of Sociology from Simmons College in Boston, Massachusetts. She is admitted to practice in federal and state courts in New York and New Jersey.

Chip Brixius is Deputy General Counsel and Assistant Secretary of Graco Inc., a leading manufacturer of systems and equipment used to move, measure, control, dispense and spray fluid and powder materials.  Chip’s areas of practice include securities regulation, corporate governance, executive compensation, benefits, employment law, corporate finance and corporate restructurings.  He is also responsible for providing legal advice and services to the Company’s Applied Fluid Technologies Division, Process Division, and Treasury and Purchasing functions.  Chip advises Graco and senior management on various disclosure matters, including annual, quarterly and current reports, and has primary responsibility for drafting and preparing the Company’s proxy statement, conflict minerals report and current reports.  He also provides insider trading, Regulation FD and antitrust and compliance training to select employees.  In addition, Chip serves on the company’s Benefits Finance Committee and Benefits Plans Committee.

Prior to joining Graco, Chip held the positions of Senior Corporate Counsel and Assistant Secretary for RSM McGladrey, Inc., and Attorney for The J.M. Smucker Company/International Multifoods Corporation.  Before practicing law, Chip worked for several years in trade and structured finance at Cargill Financial Services Corporation.

Chip is a graduate of the University of Minnesota, where he received his bachelor and law degrees, and the University of St. Thomas, where he received his master of business administration degree.  Chip is licensed to practice law in the state of Minnesota, and is a member of the Hennepin County Bar Association, the Minnesota State Bar Association, the Association of Corporate Counsel, and the Society for Corporate Governance.

Daseul (Dase) Kim is counsel at KKR, based in New York. Mr. Kim’s responsibilities cover KKR public company and its board of directors, capital markets transactions and other corporate matters. Prior to joining KKR, Mr. Kim was a corporate attorney at Cleary Gottlieb Steen & Hamilton LLP in New York, where he specialized in securities law and corporate governance matters. Mr. Kim holds an LL.B. from Korea University and a J.D. from Northwestern University School of Law.

David Kanarek is a Vice President and Group Counsel in the General Counsel’s Organization of American Express Company. His areas of practice include securities regulation, corporate governance matters, and capital markets and derivatives legal support. He advises the company and senior management on disclosure matters, including current, quarterly and annual SEC reporting, bank holding company disclosures, Regulation FD compliance and media policies. David also counsels on NYSE-listed company issues, auditor independence and whistleblower investigations. He advises the American Express Foundation and the company’s Corporate Social Responsibility program.

Prior to joining American Express, David was a senior associate in the Capital Markets and Corporate Governance group of the law firm of Fried, Frank, Harris, Shriver and Jacobson LLP.  At Fried Frank, David specialized in corporate finance transactions, including the representation of issuers and underwriters in domestic and international securities offerings, corporate restructurings and acquisition financings.

Prior professional speaking engagements include The Conference Board’s “Recent Changes to SEC Disclosure Requirements” (2019), Practising Law Institute’s Annual Disclosure Documents (2016-2018), a PLI program on high-yield debt offerings, the Society for Corporate Governance on non-GAAP financial measures and FSO Knowledge Exchange conferences as a panel member on Business Process Management and Dodd-Frank regulation implementation.

David is a graduate of Rutgers College where he majored in History and holds an MBA from Rutgers Business School and a JD from Columbia University School of Law.  At Columbia, David was the editor-in-chief of the Columbia Journal of European Law and was a member of the Columbia Business Law Review.  He is licensed to practice law in New York and New Jersey.

Edward A. Hauder is a Senior Advisor with Exequity, and is located in our Libertyville, Illinois office. Ed is Lead Consultant to Committees and Management teams of companies from a variety of industries.

Ed has extensive experience in all areas of executive and director compensation, including equity and cash incentive plans, Institutional Shareholder Services, Inc. (ISS) modeling, institutional investor analysis, equity plans and awards, director pay issues, corporate governance issues related to compensation, proxy disclosure of compensation matters (including pay-for-performance analyses), and corporate restructurings (mergers and acquisitions, initial public offerings, spin-offs, and divestitures).

Ed’s clients include both public and private companies (with revenues ranging from several million dollars to multi-billions of dollars) from a variety of industries, including business services, energy, financial, hospitality, insurance, manufacturing, pharmaceutical, retail, and technology. Ed has also worked extensively with family-owned companies, majority owner-controlled companies, and controlled subsidiaries.

Ed maintains a blog focused on equity compensation,, and is a practical thought leader on compensation matters.

Ed is a frequent speaker at national, regional, local, and industry-specific conferences, seminars, and meetings, including The National Association of Stock Plan Professionals’ (NASPP) annual conferences and local chapter meetings, the Practising Law Institute’s (PLI) seminars, and various chapters of the American Bar Association.

Ed also has written numerous articles on executive compensation matters for professional publications, including Workspan, the Journal of Compensation and BenefitsThe Corporate Board, the Tax Management Compensation Planning Journal, and the Bureau of National Affairs’ (BNA) Executive Compensation Library. In addition, Ed is quoted on executive compensation issues by publications such as FortuneHR Magazine, and Business Finance.

Ed received a B.A. from Juniata College, a J.D., cum laude, from Seattle University School of Law, and an LL.M. (Tax), with honors, from IIT-Chicago-Kent College of Law. Ed is an attorney and an active member of the Illinois State Bar and U.S. Tax Court.

Jillian L. Hunt is Deputy General Counsel of Exela Technologies (XELA:NASDAQ), a global business process automation leader with 22,000 employees around the world.  Exela was formed in 2017 through the combination of two privately held companies, SourceHOV and Novitex, where Ms. Hunt served as in-house counsel since 2015.  Prior to joining Novitex, Ms. Hunt was an associate in the New York City office of Jackson Lewis where she specialized in employment litigation and counseling.  Prior to attending law school, Ms. Hunt worked as a legal assistant in the Compensation, Governance and ERISA practice group at Shearman & Sterling.  Ms. Hunt received a Bachelor of Science from Cornell University and a J.D. from New York Law School.

Joan McKown has more than 30 years of experience in Securities and Exchange Commission (SEC) enforcement and financial regulatory matters including investigations, exams, internal investigations, and disputes throughout the United States. She has in-depth knowledge of investigatory issues relating to financial fraud, corporate disclosure, corporate governance, accounting, compliance, private equity, FCPA, broker dealer, investment adviser, investment companies, and insider trading. Joan represents corporations, and financial services firms, and their officers, directors, and employees, counseling them to avoid regulatory scrutiny, and when necessary, resolving matters on the best terms possible.

Prior to joining Jones Day in 2010, Joan was the longest serving chief counsel in the Division of Enforcement at the SEC, where she played a key role in establishing enforcement policies and worked closely with Commission and senior SEC staff. Joan literally wrote the book on SEC enforcement when she oversaw creation of the first version of the SEC Enforcement Manual. As chief counsel, she led hundreds of Wells meetings and settlement negotiations. At Jones Day, Joan has extensive experience submitting persuasive Wells submissions, having reviewed thousands of such submissions while on the SEC staff.

Joan is the chair of the board of trustees of the SEC Historical Society. She also serves as president of the board of trustees of the Legal Aid Society of the District of Columbia. She frequently speaks and writes on SEC enforcement related topics.

Kenneth R. Lench is a partner in Kirkland's Government & Internal Investigations Practice Group in the Washington, D.C. office. His practice focuses on representing, and conducting internal investigations for, financial services and public companies relating to matters before the Securities and Exchange Commission (SEC) and other Federal, state and self-regulatory organizations (SROs). Ken handles matters in all of the major programmatic areas of the securities laws, including complex securities transactions, financial and accounting fraud, Foreign Corrupt Practices Act violations, frauds by broker-dealers, hedge fund advisers and other asset managers, insider trading, and market manipulations. Ken also represents boards of directors and associated communities, as well as senior executives and other employees, of these companies.

Prior to joining Kirkland, Ken served for 23 years in several positions at the U.S. Securities and Exchange Commission. In his last role at the SEC, Ken served as Chief of the Structured and New Products Unit of the Division of Enforcement, which was created in 2010 as a specialty group of more than 45 professionals nationwide focusing on abuses in markets for complex securities, including asset-backed securities and derivatives. In that role, he was responsible for building and managing the unit and supervised wide-reaching  investigations into markets for collateralized debt obligations and residential mortgage-backed  securities, resulting in $1.7 billion in recovered funds for investors in those products.

Ken previously held various senior positions at the SEC's Enforcement Division including assistant director, assistant chief counsel, branch chief and senior counsel, dming which time he supervised and conducted numerous complex and wide-reaching investigations into violations of the Federal securities laws. As an assistant director, Ken spearheaded the SEC's major auction rate securities matters, which resulted in some of the largest settlements in SEC history and, in all, provided for more than $60 billion in liquidity to tens of thousands of investors.

Besides his extensive Enforcement Division experience, Ken served a stint in the SEC's Division of Corporation Finance, where he reviewed registration statements, proxy materials and periodic reports involving initial public offerings, secondary offerings, tender offers, mergers and acquisitions, going­private transactions, shelf offerings and proxy contests. Ken was in private practice prior to his arrival at the SEC.

Mary Mullany is a partner in the Business and Finance Department of Ballard Spahr LLP, located in the firm’s Philadelphia office.  She is a member of the Securities, Mergers and Acquisitions/Private Equity, Health Care, Employee Benefits and Executive Compensation and Life Sciences/Technology practice groups of Ballard Spahr.

Ms. Mullany concentrates her practice in the areas of securities disclosure, executive compensation (equity and cash-based), mergers and acquisitions, corporate financing (public and private), corporate governance, health care law, general corporate law and business counseling.  Her client base includes public and private companies in a variety of industries, including health care, life science/biotech, technology, manufacturing and utilities.  She also represents start-up entities in health care.  Before becoming an attorney, Ms. Mullany was a registered nurse with experience in critical care and risk management.  She received her Bachelor of Science degree in Nursing from the University of Pennsylvania, her Masters in Nursing Administration from Widener University and her J.D. from Villanova University.

Melissa Burek is a founding Partner of Compensation Advisory Partners LLC (CAP) in New York. She has 25 years of experience consulting with Boards and management in all areas of executive and director compensation, including compensation strategy, annual and long-term incentive plan design, performance measurement/reward linkages and regulatory and governance issues.

Melissa has assisted numerous Fortune 250 companies with developing compensation strategy and designing and implementing pay programs that support business objectives and shareholder interests. She has advised companies involved in initial public offerings, restructurings and executive leadership changes.  Melissa has significant experience in the insurance, manufacturing, consumer products, and pharmaceutical industries, as well as having worked with public and private companies.

Prior to joining CAP, Melissa was a Principal at Mercer’s Human Capital business for eleven years. Prior to that she was a Director in KPMG’s Performance and Compensation Consulting practice. She also worked in HR with the Ford Motor Company.

Melissa received a BBA and MBA from the University of Michigan’s Graduate School of Business Administration. 

Mike Hermsen has an extensive practice that focuses on securities matters, including the representation of issuers in securities offerings and liability management transactions, corporate clients in connection with compliance, reporting and stock exchange matters and companies, boards of directors and management on, among other things, corporate governance matters and executive compensation disclosures and reporting.

Prior to joining Mayer Brown in 1994, he had extensive experience with the US Securities and Exchange Commission in Washington, DC. In the SEC’s Division of Corporation Finance he served as Assistant Director (1992-1994), Special Counsel (1990-1992) and Attorney/Advisor (1986-1990). He also has accounting and audit experience with a then-Fortune 500 manufacturing corporation.

Mike has been included in The Best Lawyers in America in the practice areas of Securities/Capital Markets Law and Securities Regulation for over a decade and Legal 500 recommends Mike in “Capital Markets – Equity Offerings” noting Mike has “unsurpassed knowledge of SEC rules.”   In addition, Mike is frequently cited in the media regarding new regulatory initiatives.


  • University of Wisconsin Law School, JD, 1986.
  • Marquette University, MBA, 1982, BS, 1980.

Peter W. Hennessey is an experienced corporate and securities attorney who represents public and private companies, investment banks, and venture capital firms in a broad range of capital markets transactions. Mr. Hennessey handles initial public, follow-on, and secondary equity offerings, and investment-grade, high-yield, and convertible debt offerings.

Mr. Hennessey represents public and private companies in general corporate and securities law matters, Sarbanes-Oxley compliance, and exchange-listing standards. He advises public companies on stock exchange listing and compliance requirements under the Securities Exchange Act of 1934. He also represents private companies and venture capital firms in capital raising transactions, and represents both buyers and sellers in strategic M&A transactions.

Richard H. Grubaugh is a Senior Vice President of D.F. King & Co., Inc. and co-director of the Corporate Proxy Division.  Rick primarily advises corporations and shareholders involved in complex shareholder transactions specializing in corporate control situations such as proxy contests, mergers and unsolicited tender offers. 

Some of recent assignments Rick assisted with include Procter & Gamble in its defense of activist Trian Partners, Broadcom in its proposed acquisition of Qualcomm and USG’s defense of an unsolicited offer from Knauf Group.

Prior to joining D.F. King, Rick was a founding partner of Beacon Hill Partners, Inc.  Rick began his proxy solicitation career at the Carter Organization, Inc., joining that firm in 1986. 

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 Lesmes serves as co-chair of Morrison & Foerster’s Corporate Finance | Capital Markets practice. Mr. Lesmes primarily counsels public companies with respect to corporate and securities matters. He advises management and boards of directors on a broad range of securities regulation and corporate governance issues and has substantial experience in dealing with restatements and internal control concerns. Mr. Lesmes counsels issuers and underwriters in the public offering process and in corporate compliance matters involving SEC reporting and disclosure requirements.

Prior to rejoining private practice, Mr. Lesmes served as in-house counsel at two public companies. He was the Chief Legal Officer for Allied Capital Corporation, formerly a NYSE-listed business development company, and Deputy General Counsel/Chief Securities Counsel for Fannie Mae, a financial services company. Mr. Lesmes draws on his significant in-house experience to provide valuable perspective in his role as an outside advisor.

Mr. Lesmes also serves as chair of Morrison & Foerster’s Practice and Opinion Review Committee.

Todd J. Russo is the Senior Vice President, General Counsel & Secretary of Buckeye Partners, L.P.  Buckeye is a New York Stock Exchange-listed master limited partnership based in Houston, Texas that owns and operates a diversified network of integrated assets providing midstream logistic solutions, primarily consisting of the transportation, storage, and marketing of liquid petroleum products.  In his capacity as General Counsel, Mr. Russo is responsible for the legal affairs of Buckeye and advises management and the board of directors on a variety of legal and corporate governance matters.  Mr. Russo is a member of the General Counsel Steering Committee of the National Association of Corporate Directors (NACD).

Yumi Narita directs the global governance efforts at AllianceBernstein, a leading investment-management and research firm. She is part of the firm's responsible investment team and is in charge of policy development and governance initiatives that align with AllianceBernstein's fiduciary duty to vote in our clients' best interests. She supports the integration of ESG factors into the investment process and is a member of the firm's Proxy and Governance Committee.

Kate is Vice President, Associate General Counsel and Corporate Secretary at Bristol-Myers Squibb Company.  She leads the Corporate Governance and Securities practice group within the Law Department, which has responsibility for matters involving the Board of Directors, corporate governance, securities law and disclosure, executive compensation, stockholder services, subsidiary management, corporate financing transactions, and related matters.  Kate joined Bristol-Myers Squibb in August 2005 in the Office of the Corporate Secretary and has held positions of increasing responsibility since then.  She became head of the Corporate Governance and Securities group in 2011 and was named Corporate Secretary in 2015. 

Before joining BMS, Kate was an associate at Davis Polk & Wardwell.  She is an active member of the Stockholder Relations Society and the Society for Corporate Governance for which she is currently the New York Chapter’s President and a member of the Board of Directors. 

Kate earned a B.A. from Yale University and a J.D. from Columbia Law School.


Keir Gumbs is the Chief Legal Officer of Broadridge Financial Solutions, Inc., where he oversees the legal, compliance and physical security teams. Prior to joining Broadridge, Keir served as Deputy General Counsel and Deputy Corporate Secretary of Uber Technologies, Inc., where he oversaw Payments, M&A, Finance, Real Estate and Commercial Transactions, Corporate Governance, Marketing, ESG, Capital Markets and related matters.

Before Uber, Keir was a Partner for nearly a decade at Covington & Burling, where he represented a cross-section of constituencies in securities and governance matters, including companies ranging in size from Fortune 50 companies to venture-backed firms, as well as public pension funds, hedge funds, faith-based investors and trade associations.

Keir’s career includes six years of service with the SEC, where, immediately prior to joining Covington & Burling in 2005, he served as Counsel to SEC Commissioner Roel C. Campos. In that position, Keir advised the Commissioner on a variety of matters arising under federal securities law with an emphasis on corporate finance issues under the Securities Act of 1933, issuer reporting obligations under the Securities Exchange Act of 1934, corporate governance developments and SEC enforcement actions. Prior to serving as Counsel to Commissioner Campos, Keir spent five years as a staff attorney and later a Special Counsel in the Office of Chief Counsel in the SEC’s Division of Corporation Finance.

Honors and Rankings

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

Memberships and Affiliations

  • Board Member, Millstein Center for Corporate Governance
  • Fellow, American College of Governance Professionals
  • Society of Corporate Governance Professionals
  • Corporate Laws Committee of the American Bar Association
  • National Bar Association

Christopher M. Hayden is Chief Operating Officer > US in Georgeson’s Proxy Division.  He joined Georgeson in 1995.  During his tenure at Georgeson, he has consulted with many corporations on defensive and offensive tactics in proxy contests, tender offers and other extraordinary transactions.  He advises public companies on corporate governance issues. He also has extensive experience counseling investment management companies facing shareholder proposals and proxy contests. 

Chris also specializes in providing solicitation advice to investment management companies. He routinely counsels closed-end funds engaged in proxy fights, tender offers and rights offerings.  Throughout the course of his career, Chris has managed more than 1,000 closed-end fund shareholder meetings.

Chris is also a principal of Georgeson Securities Corporation where he oversees the firm’s dealer-manager activities.  He holds Series 7, 24 and 63 licenses. 

He received a B.A. in Political Science from Colgate University. He is a member of the Society for Corporate Governance and has been a featured guest speaker at industry events including regional Society chapter conferences, The Investment Company Institute’s Closed-End Fund Conference, Practising Law Institute’s Understanding the Securities Laws program as well as many other law firm and advisor conferences.

Mary Beth Breslin is the Legal Branch Chief in the Office of Healthcare and Insurance in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. Ms. Breslin manages and supervises attorneys engaged in the analysis and review of filings made under the Securities Act of 1933 and the Securities Exchange Act of 1934. Previously, she worked in the Office of Electronics and Machinery and served as Special Counsel in the Office of Chief Counsel, both in the Division of Corporation Finance. Prior to law school, Ms. Breslin was an emerging markets derivatives trading assistant at J.P. Morgan and Merrill Lynch. She received her law degree cum laude from Villanova University School of Law and her B.S.F.S. from the School of Foreign Service at Georgetown University.