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2017 Proxy Season Roundtable and Outlook for 2018 Proxy Season


Speaker(s): Anne C. Meyer, Jonathan Wolfman, Knute J. Salhus, Krystal Berrini, Lillian Brown, William P. Fiske
Recorded on: Oct. 12, 2017
PLI Program #: 229856

Krystal Gaboury Berrini is a Partner at PJT Camberview, based in San Francisco. Ms. Berrini joined PJT Partners through the acquisition of CamberView in 2018, where she was Head of the Advisory Business.

Before joining CamberView, Ms. Berrini led governance research, engagement and voting activities at Wellington Management Company. In this role, she was responsible for engaging with companies on governance, environmental and social issues, voting recommendations and developing voting policies across the firm’s global equity portfolio.

Prior to that role, Ms. Berrini was with Tapestry Networks, where she worked with Fortune 500 directors to develop governance best practices through network-based collaboration. Earlier in her career, she was a Principal on the governance team of State Street Global Advisors, where her responsibilities included global portfolio company engagements and voting responsibilities.

Ms. Berrini holds a bachelor’s degree in Finance from the Carroll School of Management at Boston College.


Jonathan Wolfman co-chairs the Public Company Counseling Group. Over the last 20 years, Mr. Wolfman has established an exceptional practice advising public companies on a wide range of disclosure, corporate governance and compensation issues. He regularly advises public companies on understanding and addressing new SEC rules and other emerging issues. He has represented a variety of clients in M&A and capital markets transactions.

Practice

Mr. Wolfman concentrates his practice in corporate and securities law. He advises public companies on a wide range of disclosure, corporate governance and compensation issues, including compliance with SEC and stock exchange rules responding to shareholder proposals, formal and informal communications with investors and others, and understanding and addressing the impact of new and emerging disclosure and governance practices.

Mr. Wolfman also advises purchasers and sellers in various corporate transactions including tender offers, mergers and asset transactions. Additionally, he represents issuers and underwriters in initial and follow-on offerings of equity and debt securities.

His clients come from a broad range of industries, including computers, consumer products, telecommunications, biotechnology and retail.

Honors & Awards

  • Recognized in the 2013-2017 Chambers USA: America's Leading Lawyers for Business in the field of corporate/M&A for Massachusetts. Clients state that he provides "excellent client service and knowledge" and "is always clear, helpful, incredibly knowledgeable on all applicable regulations. Everything is efficient and at his fingertips."
  • Recommended in the 2016 and 2017 editions of The Legal 500 United States for his work in the M&A/Corporate and Commercial: Corporate Governance field.
  • Selected by peers for inclusion in the 2006-2018 editions of the Best Lawyers in America for his corporate governance practice, and was named Boston Corporate Governance Law Lawyer of the Year for 2016 and 2018.
  • Included in the 2014 and 2016 editions of BTI Client Service All-Stars for combining "exceptional legal expertise with practical advice, business savvy and innovative, effective solutions—all of which help make your clients' lives easier."
  • Named a "New England Super Lawyer" (formerly "Massachusetts Super Lawyer") in the 2007-2013 issues of Boston Magazine.

Professional Activities

Mr. Wolfman is a member of the ABA's Committee on Federal Regulation of Securities and is a former co-chair of the Subcommittee on Disclosure and Continuous Reporting.

Mr. Wolfman is a member of the Society of Corporate Secretaries & Governance Professionals and serves on the advisory committee of the Eastern New England Chapter.

Mr. Wolfman is the author of the corporate governance chapter in PLI’s Initial Public Offerings: A Practical Guide to Going Public and was a co-editor of The Practitioner’s Guide to the Sarbanes-Oxley Act published by the American Bar Association.

Practices

  • Transactional
    • Corporate
      • Public Company Counseling
    • Executive Compensation and Employee Benefits
  • Cross-Border Transactions

Education

JD, magna cum laude, Harvard Law School, 1989

BS, State University of New York at Binghamton, 1986

Bar Admissions

Massachusetts

District of Columbia


Knute Salhus has practiced corporate and securities law for more than 25 years, both in private practice and as Special Counsel with the Division of Corporation Finance of the US Securities and Exchange Commission. His practice focuses on corporate finance, governance, business transactions and federal securities law compliance.

Practice

Mr. Salhus advises domestic and foreign companies and financial institutions regarding corporate and securities law issues arising in their business, including disclosure and other requirements under the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, and the Dodd-Frank Act. He also assists clients in structuring and negotiating strategic business transactions, and complying with evolving governance standards and stock exchange rules. Mr. Salhus has experience in a broad range of transactions, including public and private securities offerings (representing issuers, underwriters and investors), mergers and acquisitions, securitizations and other financing transactions.

During his tenure at the SEC’s Division of Corporation Finance (1992-1997), Mr. Salhus had primary responsibility for legal and policy issues arising in public offerings and filings in the structured finance, entertainment, technology, insurance and investment banking groups.

Honors & Awards

  • Recommended in the 2016 and 2017 editions of The Legal 500 United States for his corporate governance practice

Professional Activities

Mr. Salhus is a member of The Association of the Bar of the City of New York, the American Bar Association (Business Law Section) and the Association of Securities and Exchange Commission Alumni. He is a frequent writer and speaker on securities law topics.

Practices

  • Transactional
    • Corporate
      • Public Company Counseling
    • Executive Compensation and Employee Benefits
  • Cross-Border Transactions

Education

JD, with High Honors, Rutgers University, 1987, Editor, Rutgers Law Review

BA, Cornell University, 1979

Bar Admissions

  • New York

Government Experience

  • Securities and Exchange Commission
    • Division of Corporation Finance
      • Special Counsel


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.