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Directors' Institute on Corporate Governance (Sixteenth Annual) 2018


Speaker(s): Andrea Rose, Anthony J. Albanese, Corinne Elise Amato, Cynthia M. Fornelli, Danielle Sugarman, Giles Cohen, Hon. Cynthia A. Glassman, James S. Turley, Jason Cowley, Jeffrey D. Karpf, Joon H. Kim, Keir D. Gumbs, Ken Bertsch, Leslie A. Brun, Lillian Brown, Lori Zyskowski, Louise M. Parent, Luke Dembosky, Marc P. Berger, Margaret M. Foran, Mark J. Gentile, Marko S. Zatylny, Nancy Kestenbaum, Prof. Judith H. Germano, Robert W. Scully, Sheila L. Birnbaum, Steven Barg, Thomas L. Riesenberg, Timothy M. Doyle
Recorded on: Nov. 29, 2018
PLI Program #: 221555

Anthony Albanese is the Chief Regulatory Officer of the New York Stock Exchange.  Mr. Albanese leads the NYSE Regulation group of approximately 100 employees in overseeing regulatory compliance of the various NYSE exchanges, NYSE members and NYSE listed companies.  NYSE Regulation monitors and enforces compliance with the exchange rules and applicable federal securities laws by the NYSE exchanges and their members.  This involves conducting daily, real-time surveillance of the markets to identify, prevent and remedy misconduct in the marketplace, and investigating and prosecuting enforcement actions.  The group also has responsibility for approving entities for listing on the NYSE exchanges, and monitoring and enforcing their compliance with applicable listing standards and rules.

Prior to joining NYSE, Mr. Albanese served as the Acting Superintendent of the New York State Department of Financial Services, where he ran an agency of 1,400 employees, regulating more than 3,800 financial services entities, with total assets of more than $7 trillion.  Prior to assuming that position, Mr. Albanese served as the Department’s Chief of Staff.  Prior to DFS, Mr. Albanese spent 13 years at Weil, Gotshal & Manges, where he was a partner specializing in securities litigation.

Mr. Albanese holds a J.D. from St. John’s University School of Law, where he was an Editor of the Law Review, and a B.A. from Union College.  Following law school, he served as a judicial clerk to the Honorable Joseph W. Bellacosa, Judge of the New York State Court of Appeals. 


Bob Scully spent almost 35 years in the financial services sector prior to his retirement in 2009.  Previously he worked at Morgan Stanley where he served in various roles, including member of the Office of the Chairman; Co-President; Chairman of global capital markets and Vice Chairman of investment banking.  Prior to joining Morgan Stanley in 1996, he served as a managing director at Lehman Brothers and at Salomon Brothers Inc.

Bob is currently a director of Chubb Limited; KKR & Co. Inc.; UBS Group AG; and Zoetis Inc., and was, previously a director of Bank of America Corporation and GMAC, and a Public Governor of FINRA, the Financial Industry Regulatory Authority.

Bob’s career in the global financial services industry includes engagement in capital markets activities, mergers and acquisitions, and risk management.  His board experience as a director includes serving or previously serving on six organizations’ audit committees (including FINRA); three companies’ compensation committees; two risk committees and two nomination and governance committees.

Bob holds an A.B. from Princeton University and an MBA from Harvard Business School.  He is a board member of Teach For All, and previously served on the Board of Dean’s Advisors of Harvard Business School, and was Chair or Co-chair of Teach For America NY for more than a dozen years.  He and his wife reside in New York City and have one child.


Cindy Fornelli is Executive Director of the Center for Audit Quality (CAQ), a position she has held since the CAQ was established in 2007. In 2018, Fornelli was honored for the 10th time by Directorship magazine as one of the 100 most influential people on corporate governance and in the boardroom. Accounting Today has named her one of the 100 most influential people in accounting for 11 consecutive years.

Fornelli serves on the Advisory Board of the Ira M. Millstein Center for Global Markets and Corporate Ownership, the Advisory Board of the John L. Weinberg Center for Corporate Governance at the University of Delaware, the Audit & Risk Oversight Committee Advisory Council of the National Association of Corporate Directors (NACD), the Disclosure and Transparency Committee of the International Corporate Governance Network, and the Markets Advisory Council of the Council of Institutional Investors. She previously served on the NACD's 2010 Blue Ribbon Commission on the Audit Committee and 2009 Blue Ribbon Commission on Risk Governance.

Prior to joining the CAQ, Fornelli was the Regulatory and Conflicts Management Executive at Bank of America and the Deputy Director of the U.S. Securities and Exchange Commission's Division of Investment Management. Fornelli is a graduate of Purdue University and received her JD at The George Washington University.


CORINNE ELISE AMATO practices in the area of corporate and commercial litigation.  Ms. Amato’s practice primarily involves mergers and acquisitions, corporate governance, and other complex corporate governance and business matters in the Delaware Court of Chancery.

Ms. Amato is a magna cum laude graduate of both Franklin & Marshall College and Widener University School of Law.  While attending law school, Ms. Amato served on the administrative board of The Delaware Journal of Corporate Law, was a member of Phi Kappa Phi National Honor Society, and served as a judicial extern to the Honorable Gregory M. Sleet, United States District Court Judge for the District of Delaware.  Ms. Amato was admitted to practice in the State of Delaware in 2007 and was recognized in the 2014 through 2017 editions of Super Lawyers, Delaware as a Rising Star in Business Litigation.

Professional Activities:

MEMBER, AMERICAN  BAR ASSOCIATION INCLUDING BUSINESS LAW AND LITIGATION SECTIONS

MEMBER, DELAWARE STATE BAR ASSOCIATION

MEMBER, PAST EXECUTIVE COMMITTEE MEMBER AND SECRETARY, RICHARD S. RODNEY AMERICAN INN OF COURT

PAST ASSOCIATE MEMBER, BOARD OF BAR EXAMINERS OF THE SUPREME COURT OF THE STATE OF DELAWARE

Bar Admissions:

DELAWARE

NEW JERSEY

PENNSYLVANIA

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE

UNITED STATES COURT OF APPEALS FOR THE THIRD CIRCUIT

Education:

FRANKLIN & MARSHALL COLLEGE (B.A., 2004)

WIDENER UNIVERSITY SCHOOL OF LAW (J.D., 2007)


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.


Danielle Sugarman is a Vice President with BlackRock’s Investment Stewardship team.  She serves as the lead analyst for BlackRock’s energy, utilities, pharmaceutical and biotech portfolios in the Americas.  Danielle’s work includes engagement with executives and directors of BlackRock’s portfolio companies on matters related to corporate strategy, governance, environmental and social matters, M&A considerations, proxy contests and hostile takeover bids.  Danielle also votes BlackRock’s shares at corporate annual and special meetings in relation thereto. Danielle has particular expertise in climate change, sustainability and environmental and securities law.  Prior to joining BlackRock, she practiced as an attorney for over 10 years, including spending several years at the Center for Climate Change Law out of Columbia Law School.  Most recently, Danielle worked as an Associate Program Officer for the Robertson Foundation, working on Julian Robertson’s environmental and medical research giving. Danielle has a JD from Penn Law School and graduated summa cum laude in History and Political Science from Barnard College, Columbia University.  She sits on the International Environmental Law Committee of the New York City Bar as well as the Advisory Board of Kids in Need of Defense.


Giles T. Cohen is Acting Chief Counsel in the Office of the Chief Accountant at the U.S. Securities and Exchange Commission.  Prior to joining the Office of the Chief Accountant, Mr. Cohen was a counsel to Commissioner Luis A. Aguilar, where he was responsible for briefing, advising and representing the Commissioner on a broad variety of matters, including Commission rule making, enforcement recommendations, staff interpretations and other informal guidance.  Prior to that service, Mr. Cohen worked with the Commission’s Division of Enforcement as a senior counsel, where he investigated and prosecuted cases involving a wide variety of federal securities law violations, including those involving misleading financial disclosures, accounting fraud, offering fraud, insider trading, and the Foreign Corrupt Practices Act. 

Before joining the Commission, Mr. Cohen was in private practice as a counsel in the securities group at Wilmer Cutler Pickering Hale and Dorr LLP, where he represented companies, boards of directors and individuals in government investigations involving the Securities and Exchange Commission, the NYSE, Department of Justice and other regulatory agencies, and as an associate in the tax group at Davis Polk & Wardwell. 

Mr. Cohen received his Juris Doctor from the University of Pennsylvania Law School, and graduated with a Bachelor of Arts degree from Cornell University. 


Jeffrey D. Karpf is a partner in Cleary Gottlieb Steen & Hamilton’s New York office.  Jeff’s practice focuses on corporate and financial transactions and matters. He represents issuers and investment banks in a variety of SEC-registered and private equity and debt offerings, as well as tender and exchange offers. Jeff also advises on securities regulatory and corporate governance matters, including board structure and practices. He also has extensive experience in the development of new financial instruments and structured equity derivatives products.  Jeff joined the firm in 1994 and became a partner in 2003. His notable experience includes: 

Initial Public Offerings

• Has advised in numerous IPOs, including those of Cushman & Wakefield, Line, Santander Consumer USA, RigNet, Primerica, rue21, Lumber Liquidators, Sucampo Pharmaceuticals, J.Crew Group, Williams Scotsman International and Travelers Property Casualty. Also acted as counsel in the dual-track IPO and sale process for Bausch & Lomb, Biomet, OneMain, Petco, Triton Container and United Guaranty.

Innovative Transactions

• Allergan in its $30 billion bond/equity offerings, the largest ever acquisition financing and second-largest bond offering in history.
• Citigroup in numerous matters, including nearly 30 debt offerings since December 2008 valued at over $75 billion. He has also acted as counsel to Citigroup for its $20 billion TARP repayment agreement and termination of the loss-sharing agreement with the U.S. government. Jeff was named The American Lawyer’s “Dealmaker of the Week” for the TARP repayment and related equity offerings.
• The underwriters in a series of transactions that enabled AIG to re-access the capital markets.  Jeff also represented the underwriters in the $20.7 billion offering of AIG common stock by the U.S. Department of the Treasury, the largest secondary equity offering in U.S. history.

Issuers’ Counsel

• Represents numerous issuers on securities offering, disclosure and corporate governance matters, including Allergan, Citigroup, Google/Alphabet, Verizon and Whirlpool.
Underwriters’ Counsel
• Designated underwriters counsel for numerous issuers, including AIG, Zions Bancorporation, Affiliated Managers Group, Hershey, Southern California Edison and Enterprise Rent-A-Car.

 


Joon H. Kim is a partner at Cleary Gottlieb Steen & Hamilton LLP, focusing on white-collar criminal defense, internal investigations, regulatory enforcement, and crisis management, as well as complex commercial litigation and arbitration.

Mr. Kim has enjoyed a distinguished career over two decades at high levels of government and in private practice at the firm, personally trying over a dozen federal jury trials and actively participating in dozens more.

From March 2017 to January 2018, he served as the Acting U.S. Attorney for the Southern District of New York. As the most senior federal law enforcement officer in the district, he oversaw all criminal and civil litigation conducted on behalf the United States and supervised the work of about 220 Assistant U.S. Attorneys handling a wide range of cases, including securities fraud, cybercrime, domestic and foreign corruption, money laundering, cryptocurrency, tax litigation, terrorism, racketeering, Bank Secrecy Act and sanctions violations, theft of trade secrets and economic espionage, as well as civil rights, civil enforcement, and environmental matters. Before becoming Acting U.S. Attorney, Mr. Kim served in various leadership positions in the office, including Deputy U.S. Attorney, Chief of the Criminal Division, and Chief Counsel to the U.S. Attorney.

Mr. Kim joined Cleary Gottlieb in 1997 as an associate in the litigation group. From 2000 to 2006, he was an Assistant U.S. Attorney in the Southern District of New York. From 2006 to 2013, he was part of the firm’s enforcement and litigation group, becoming partner in 2009. He has represented major financial institutions, global conglomerates, and senior executives in criminal and regulatory matters, as well as in complex civil litigation and international arbitration. He rejoined the firm in 2018.

Mr. Kim is phi beta kappa graduate of Stanford University and a cum laude graduate of Harvard Law School.  Following law school, he clerked for the Honorable Miriam Goldman Cedarbaum, United States District Judge for the Southern District of New York.


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. 


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”


Ken Bertsch was named Executive Director of the Council of Institutional Investors in 2016. He has more than 30 years of experience across a wide range of investment, consulting, management and corporate governance roles.

He most recently served as a Partner at CamberView Partners. He previously was President and CEO of the Society of Corporate Secretaries & Governance Professionals; Executive Director for corporate governance and proxy voting at Morgan Stanley Investment Management; Managing Director for corporate governance analysis at Moody's Investors Service; Director of the governance engagement program at TIAA-CREF; and in various roles at the Investor Responsibility Research Center.

He holds a JD from Fordham University School of Law and an undergraduate degree from Williams College.


Les Brun is Chairman and Chief Executive Officer of Sarr Group, LLC, a diversified holding company for his investments.  He is also Vice Chairman and Senior Advisor of G100 Companies, a unique business partnership that combines the world's best C-level learning communities with a handful of premier professional services firms.  Previously, he was a Managing Director and Head of Investor Relations in the New York office of CCMP Capital Advisors.  Les also founded and was Chairman Emeritus of Hamilton Lane, the world’s leading Private Equity advisory and management firm.  He was also a member of the board of directors of the Richcourt Group, a Hamilton Lane company specializing in hedge fund of funds management. 

Les is currently Chairman of the Boards of Directors of Broadridge Financial Solutions, Inc. (NYSE “BR”) and CDK Global, Inc. (NASDAQ “CDK”).  He is Lead Director of Merck & Co., Inc. (NYSE “MRK”) and also serves on the Board of Directors of Corning, Inc. (NYSE “GLW).  Les was formerly Chairman of the Board of Directors of Automatic Data Processing, Inc. (NYSE “ADP”) until November 2015 and Chair of the Compensation Committee of Hewlett Packard Enterprise (NYSE “HPE”). He also serves on the Board of Directors of NXT Capital and is a Member of the Council on Foreign Relations.  In addition, he was Chairman of the U.S. Small Business Administration’s S.B.I.C. Advisory Council, and a member of the Committee for the Reinvention of the S.B.A. 

Les has over 39 years of investment banking, commercial banking and financial advisory experience.  Les holds a B.S. from the State University of New York at Buffalo, where he has been recognized as a Distinguished Alumnus, and is a former Trustee of the University at Buffalo Foundation, Inc. He is also a former Trustee of Widener University, as well as Episcopal Academy in Merion, PA.  Most recently, Les was recognized by the NACD as one of America’s top 100 Corporate Directors in 2015.  


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.


Luke Dembosky is a cybersecurity and litigation partner based in the firm’s Washington, D.C. office. He is Co-Chair of the firm’s Cybersecurity & Data Privacy practice and a member of the White Collar & Regulatory Defense Group. His practice focuses on cybersecurity incident preparation and response, internal investigations, civil litigation and regulatory defense, as well as national security issues.

Mr. Dembosky was featured in Cybersecurity Docket’s 2018 “Incident Response 30,” the publication’s annual list featuring the 30 top data breach response lawyers, and was named by the National Law Journal to its 2016 list of “Cyber Security Trailblazers.” Mr. Dembosky is also recognized as a leader in the industry by The Legal 500 US and Chambers USA, where sources note he takes a “big-picture view of crisis management and frequently participates in the investigations of extremely complex, technology-facilitated crimes.”

Mr. Dembosky joined Debevoise in March 2016 after serving as Deputy Assistant Attorney General for National Security at the U.S. Department of Justice. In this capacity, he oversaw all national security cyber cases, and was the first to manage a new “National Asset Protection” portfolio covering cybersecurity, economic espionage, export control and foreign investment review matters.

From March 2013 to October 2014, Mr. Dembosky served as Deputy Chief for Litigation in the Computer Crime and Intellectual Property Section of the Department of Justice, where he supervised all cybersecurity and intellectual property crime prosecutions. From fall 2010 to spring 2013, he served as the Department of Justice’s representative at the U.S. Embassy in Moscow.

Mr. Dembosky is a member of the newly established International Bar Association Presidential Task Force on Cybersecurity as well as Vice Chair of the Cybersecurity, Privacy and Data Protection Committee of the ABA’s Public Contract Law Section. He is also Co-Chair of the Information Sharing and Analysis Organization Governance Working Group leading the development of internal governance guidance for ISAOs as part of the White House initiative to establish cybersecurity threat sharing platforms across industry.

Mr. Dembosky earned his J.D. cum laude from the University of Pittsburgh School of Law in 1994, where he was elected to Order of the Coif, Order of the Barristers and was Managing Editor of the University of Pittsburgh Law Review. He received his B.A. with High Distinction from Pennsylvania State University in 1990.


Marc P. Berger was named Director of the New York Regional Office in December 2017.  The New York office has responsibility for the largest concentration of SEC-registered financial institutions, including more than 4,000 investment banks, investment advisers, broker-dealers, mutual funds, and hedge funds.

Before serving at the Commission, Mr. Berger was global co-head of Ropes & Gray LLP’s Securities and Futures Enforcement Practice.  His practice focused on white-collar criminal defense, regulatory enforcement, and internal investigations. 

From 2002 to 2014, Mr. Berger served as an Assistant U.S. Attorney in the Southern District of New York, including serving as Chief of that office’s Securities and Commodities Fraud Task Force.  In that role, he supervised the investigation and prosecution of some of the nation’s highest profile financial and investment fraud cases, including the largest crackdown on hedge fund insider trading in U.S. history.  As a prosecutor, Mr. Berger also personally investigated and tried a wide variety of cases involving securities and commodities fraud, as well as other crimes.

Mr. Berger earned his bachelor’s degree with distinction from Cornell University in 1996 and his law degree from the University of Virginia School of Law in 1999.  Before joining the U.S. Attorney’s Office in Manhattan, he served as a law clerk for the Honorable Richard M. Berman of the U.S. District Court for the Southern District of New York.


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.


Nancy Kestenbaum, a partner in Covington's New York office, is Co-Chair of Covington’s White Collar Defense and Investigations Practice Group. She represents companies, boards of directors and individuals in a variety of white collar criminal, SEC and regulatory enforcement matters and internal investigations.  Ms. Kestenbaum has extensive experience representing clients in the financial services, life sciences, energy, defense, consumer products and technology industries.  

Ms. Kestenbaum is also widely recognized as a leading expert involving claims of sexual misconduct.   For example, she is currently conducting an independent investigation for the Board of Directors of CBS Corporation and represents the United States Olympic Committee; Ms. Kestenbaum previously conducted independent investigations for Choate Rosemary Hall, the Brearley School, and other institutions.

Before joining Covington, Ms. Kestenbaum served for nine years as a federal prosecutor in the United States Attorney’s Office for the Southern District of New York, where she investigated and prosecuted numerous cases including securities fraud, tax offenses, bank fraud, money laundering, obstruction of justice, civil rights violations, bribery and perjury, and served as Chief of the General Crimes Unit and Deputy Chief of the Criminal Division, where she supervised and trained dozens of other prosecutors.

 


Sheila L. Birnbaum is co-chair of Dechert’s product liability and mass torts practice and focuses on complex product liability, mass torts and insurance litigation. She is one of the country’s preeminent product liability defense lawyers, having served as national counsel or lead defense counsel for numerous Fortune 500 companies in some of the largest and most complex tort cases in the United States. She has also argued many influential appeals in appellate courts across the United States, including the U.S. Supreme Court.

Ms. Birnbaum is national co-counsel for Purdue Pharma in over 1,000 federal and state lawsuits brought by state attorneys general, cities, municipalities, hospitals, third-party payers and others arising out of the marketing of opioid medications. She has represented many companies facing crisis management issues such as Dow Corning, Pfizer, Delaco, Saint Gobain and others.

Ms. Birnbaum has won three cases in the U.S. Supreme Court, including State Farm Mutual Automobile Insurance Company v. Campbell where the Supreme Court reversed a US$145 million punitive damages award against the company as unconstitutionally excessive.

As the court-appointed mediator in federal court, Ms. Birnbaum mediated a US$500 million settlement for 92 families of victims of the 2001 World Trade Center terrorist attack. In 2011, Attorney General Eric Holder appointed her to serve as Special Master of the reactivated September 11th Victim Compensation Fund. She distributed nearly US$2 billion to claimants over the five years she oversaw the fund.


Steven Barg began his investment banking career over 30 years ago and, since that time, he has performed his duties for several major firms on three continents.  Currently, he leads Goldman Sachs’ Global M&A Solutions business based in New York.  The group’s activities include the firm's M&A Capital Markets, Activism Advisory, M&A Structuring and M&A Data Analytics practices.  In addition, Steven was recently named Global Chair of Diversity for Goldman Sachs’ Investment Banking Division.

Prior to his current role, Steven served for three years as co-head of Goldman’s M&A Shareholder Advisory – a group he helped to found.  From 2012 to 2013, he was co-head of the Investment Banking Division in South East Asia and was based in Singapore. Prior to that, Steven was co-head of Asia Ex-Japan Equity Capital Markets (ECM) and was based in Hong Kong. He joined Goldman Sachs as a partner in 2010.

Prior to joining the firm, Steven was head of Asian Global Capital Markets at UBS from 2006 to 2010. Earlier in his career, Steven was a managing director in ECM at UBS in New York and at Credit Suisse in New York and London.

Steven earned a BA in English and American Studies from Wesleyan University in 1984 and an MBA from Stanford University’s Graduate School of Business in 1990. He was a Coro Fellow in Public Affairs in New York from 1984 to 1985 and a Henry Luce Scholar in Hong Kong from 1987 to 1988.


Tim Doyle is Vice President of Policy and General Counsel of the American Council for Capital Formation and its affiliate the Center for Policy Research. Tim has a diverse policy and legal background in multiple areas including energy, environment, oversight, corporate governance, and regulatory issues.

Before coming to the ACCF, he was Senior Counsel for the House Science Committee and Staff Director for its Oversight Subcommittee. There he successfully managed oversight staff involving multiple investigations and coordinating the assessment of potential investigations and facilitate the development of team-wide goals, achievement metrics, and operational oversight methodology. In addition, he established, developed, and maintained strategic relationships at the senior levels in Congress regarding energy policy and its corresponding regulatory frame work.

Tim was also a consultant for FTI Consulting, Inc. and contributed to Energy In Depth by providing research and writing services primarily focused on the use of hydraulic fracturing in oil and gas industry. Previous Hill experience also included his role as Senior Counsel and Director of Investigations for the House Committee on Natural Resources. In that role, he developed key relationships in Congress and the Administration, regularly briefed the Chairman and Members of the Committee on various energy and environmental related issues.

Before working for Congress, Tim worked in the private sector as Corporate Senior Vice President for CSS Alliance, Inc. There he spearheaded the company’s business development and government relations strategy in Washington D.C. as well as identified and addressed various complex legal issues. He also regularly advised senior executives to the synergy between the business objectives and the government relations strategy.

Tim started his career as a prosecuting attorney in Michigan. He successfully balanced a heavy trial caseload while multi-tasking the ongoing review of criminal charges, maintaining the knowledge of changing case law, and drafting and subsequently arguing a wide variety of legal motions. He was also able to successfully negotiate and settled 90% of his cases, and achieved a 90% conviction rate on those that proceeded to trial.

During law school, Tim clerked for the Department of Justice in Washington D.C. at the U.S. Attorney’s Office. He also worked his way through law school at the Senate Majority Policy Office in the Michigan Senate. There he researched and analyzed existing and proposed legislation from a legal, public policy, and political perspective.


Andi is a Partner at Joele Frank.  For over a decade, Andi has worked with companies across industries to provide strategic communications counsel on a wide range of high-profile, complex issues. Her areas of expertise include:

Mergers & Acquisitions: She advises companies involved in both friendly and unsolicited M&A transactions. Recent assignments include advising Broadcom in its proposal to acquire Qualcomm, Thermo Fisher in its acquisition of Patheon, DirecTV in its sale to AT&T, and US Airways in its merger with American Airlines.

Shareholder Activism: Her recent activism and proxy fight experience includes Procter & Gamble (Trian), Deckers (Marcato), Lowe’s (D.E. Shaw), CARS.com (Starboard), Monotype (Starboard), iRobot (Red Mountain), DuPont (Trian), Procter & Gamble (Pershing Square), and Clorox (Carl Icahn).

Crisis Communications: She has advised numerous companies on management changes, data breaches, financial restatements, litigation, federal investigations, product recalls, workforce reductions and facility closures.

Investor Relations and Public Relations: She works with a number of clients to help develop and execute investor and public relations programs including Amgen, FedEx, Phillips 66, Gartner, and Ventas. She also helps private equity firms with financial communications at both the firm and portfolio company level.

Spin-offs: Her experience with spin-offs includes advising R.R. Donnelly in its spin-offs of LSC Communications and Donnelly Financial Solutions, Sealed Air in its spin-off of Diversey Care, Ventas in its spin-off of Care Capital Properties, and McDermott International in its separation into two independent companies.

In 2012 Andi was named one of PR News’ “People to Watch.” Prior to joining Joele Frank in 2006, she worked at Ogilvy Public Relations Worldwide in the Corporate and Investor Relations practice. She received a BA in English from Dartmouth College.


Marko focuses his practice on advising public and private companies, investment banks and investment funds in mergers & acquisitions, capital markets transactions and corporate governance issues. He handles transactions for clients in a number of industries, including life sciences, financial services, energy/infrastructure and retail and consumer. Marko is co-chair of the firm’s energy/infrastructure group.

Education

  • JD, Harvard Law School, 2002
  • BS (Accounting), magna cum laude, Brigham Young University, 1998

Qualifications

  • Massachusetts, 2002

Awards

  • LMG Life Sciences Stars (2016)
  • Legal 500 (2016)
  • “Dealmaker of the Week” The American Lawyer (2015)
  • IFLR1000: The Guide to the World’s Leading Financial Law Firms, Rising Star (2014-2018)
  • “Dealmaker of the Week” The American Lawyer (2012)


Mr. Riesenberg is the Director of Legal Policy and Outreach at SASB. He is the former Deputy General Counsel of Ernst & Young LLP responsible for regulatory matters, primarily involving the SEC and the PCAOB. Mr. Riesenberg worked at EY for more than 20 years. Previously he served for seven years as an Assistant General Counsel at the U.S. Securities and Exchange Commission, where he primarily handled courts of appeals and Supreme Court litigation and was the recipient of the Manuel F. Cohen Outstanding Younger Attorney Award. He also worked as a law clerk for a federal district court judge in Washington, D.C., as a litigator on environmental matters at the U.S. Department of Justice, and as an associate at a major Washington, D.C. law firm.

Mr. Riesenberg graduated from the New York University School of Law, where he was a member of the Law Review and a Root-Tilden Scholar, and received a bachelor’s degree from Oberlin College, where he was elected to Phi Beta Kappa. He is a former chair of the Law and Accounting Committee of the American Bar Association, former president of the Association of SEC Alumni, and a current member of the Advisory Board of the BNA Securities Regulation and Law Report. For seven years he was an adjunct professor of securities law at the Georgetown University Law Center. He serves on the boards of several nonprofit organizations, including the D.C. Jewish Community Relations Council, the United Nations Association of the National Capital Area, and the Washington Tennis Education Foundation. Mr. Riesenberg’s position with SASB is funded through an arrangement with Ernst & Young.


Mr. Turley is the retired Chairman and Chief Executive Officer of Ernst & Young (EY), a global professional services firm comprising 200,000 people in 140 countries. He led the firm from 2001 until his retirement in June, 2013. Mr. Turley joined EY in 1977 and held various positions there until being named Regional Managing Partner for the Upper Midwest in 1994, and for New York in 1998.  He was named Deputy Chairman in 2000 and Chairman in 2001.

Mr. Turley holds an undergraduate degree and a master's in accounting from Rice University (and finished his term as a member of the Board of Trustees in 2015).  In May, 2018, he became the National Chairman of the Boy Scouts of America. Previously, he was on the board of Catalyst from 2001-2013, serving as its Chair from 2009-2013, and until his retirement was a member of the Business Roundtable and IBLAC (International Business Leaders Advisory Council for the Mayor of Shanghai), and was co-chair of Russia's Foreign Investment Advisory Council. He also chaired the Governing Board of the U.S. Center for Audit Quality from 2007-2011.

Mr. Turley currently serves on several corporate boards representing diverse sectors of the global economy. These include Citigroup (a global financial leader), Emerson Electric Company (a leading global manufacturer), Northrop Grumman (a leading aerospace, defense and cyber company), Intrexon Corporation (an early stage synthetic biology company) and Kohler Company (the leading kitchen and bath and power generation company).

He and his wife, Lynne, have a married son.


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. Parent served as General Counsel and Executive Vice President of American Express from 1993 until 2013, and was a member of the company’s Operating Committee, Global Management Team and Enterprise Risk Management Committees. She was a director of American Express Travel Related Service Company, the company’s principal operating subsidiary, and American Express Centurion Bank, a U.S. banking subsidiary with assets exceeding $30 billion. She also has deep experience in corporate governance and board matters, and worked extensively with the board of directors’ Audit, Compensation, and Nomination and Governance committees at American Express.

During much of her time at American Express, Louise worked to remove anticompetitive barriers in the global credit card industry in Europe, Latin America and the U.S., involving a DOJ investigation and a court decision upheld on appeal, which struck down Visa and MasterCard’s anti-competitive rules and allowed American Express to compete more effectively in the payment card network business.

Ms. Parent is currently Of Counsel at Cleary Gottlieb Steen & Hamilton LLP.  She is a director of Zoetis Inc. and Fidelity National Information Services Inc., better known as FIS. She served as a member of the Supervisory Board of Deutsche Bank AG from 2014 to 2018.  She is also a director of the Calvary Fund of Calvary Hospital in New York. She was previously a trustee of Smith College where she was also Vice Chair of the Board and Chair of the Presidential Search Committee. She has served on the Board of the YWCA of New York, Cold Spring Harbor Laboratory, A Better Chance, and the Cooke School and Institute. Ms. Parent is also a member of the Council on Foreign Relations. 


Jason Cowley has been with the United States Attorney’s Office for the Southern District of New York since 2011 and has served as Co-Chief of the Office’s Securities and Commodities Fraud Task Force since January 2017.  Prior to assuming that position, he served as Chief of the Office’s Money Laundering and Asset Forfeiture Unit.  Mr. Cowley has prosecuted a number of individuals and entities for a wide array of white-collar offenses including securities fraud, money laundering, violations of the Foreign Corrupt Practice Act (“FCPA”), tax evasion and related violations of the Bank Secrecy Act.  As a prosecutor, Mr. Cowley has tried over a dozen federal criminal jury trials.