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ESG and Promoting Corporate Sustainability 2019


Speaker(s): Anne C. Vladeck, Bettina B. Plevan, Betty M. Huber, Cassie Winn, Catherine G. Dearlove, Charles M. Elson, Charles Nathan, D. Evan van Hook, Daniel L. Goelzer, David L Wales, Jonathan E. Richman, Jonathan T. Shade, Jyotin Hamid, Karessa L. Cain, Linda-Eling Lee, Lori Zyskowski, Marjorie Ajero, Norma Drelich Mero, Paul Hamburger, Sarah Dadush, Yafit Cohn
Recorded on: Jun. 25, 2019
PLI Program #: 244350

Anne C. Vladeck, a partner at Vladeck, Raskin & Clark, P.C., concentrates on representation of individuals in employment matters, including discrimination, sexual harassment, defamation, and litigation.  She graduated from the University of Pennsylvania (B.A., magna cum laude, 1975) and Columbia Law School (J.D., 1978).  She is an Adjunct Faculty member at Columbia Law School and previously taught at Fordham and Cardozo Law Schools.  She is a trustee of the Federal Bar Foundation (Secretary), on the Executive Committee of the Federal Bar Council Inn of Court (President-Emeritus); Member of Disciplinary Committee, Supreme Court Appellate Division, 1st Department, New York, January 1, 2015 – December 31, 2017, and was formerly a member of the Association of the Bar of the City of New York Professional Discipline Committee.  Anne is a Fellow of the American College of Trial Lawyers. 

Anne has been a speaker for, among others, Practising Law Institute, ALI/ABA, ABA, NYSBA, NYCLA and N.Y.U. Conference on Labor, on employment law and litigation issues.  She received a Woman of Power and Influence Award by NOW-NYC in 2005; Women of Distinction Award by the Labor and Employment Relations Association – New York City Chapter in 2006, and the Equal Opportunity Award by Legal Momentum in 2010.  Named one of top 100 Lawyers in New York and one of top 50 Women Lawyers in New York by New York Super Lawyers 2008, 2009 and 2010; and one of New York Magazine's "Best Lawyers."  Anne has tried several employment cases, including most recently a sexual harassment and retaliation case, Anucha Browne Sanders v. Madison Square Garden, et al.


Betty Moy Huber is co-head of the Environmental, Social and Corporate Governance Group.  For over two decades, she has provided advice in hundreds of transactions as well as governance, disclosure and other regulatory advice to various public and private equity companies and their boards.  A former member of the advisory council for the Sustainability Accounting Standards Board, she has spoken on ESG and corporate governance issues for numerous organizations including the ALI, ABA, Columbia University’s Sabin Center for Climate Change Law, Environmental Law Institute, Lawline, New York City Bar Association and the Practising Law Institute.

Ms. Huber has written on ESG and corporate governance topics for various publications, including the Bloomberg BNA, Financial Times' Agenda, Environment and Energy (E&E) Publishing’s Climatewire and Greenwire, Law360.com, CFO.com, Corporate Counsel magazine, Directorship magazine, Financier Worldwide, Harvard Law School Forum on Corporate Governance and Financial Regulation, Corporate Governance Advisor and Dow Jones Private Equity Analyst.

Ms. Huber is cited as an environmental law expert in numerous publications, including the Financial Times' Agenda, Environment and Energy (E&E) Publishing’s Greenwire, Law360.com, The Society Alert (the newsletter of the Society for Corporate Governance), CFO.com, Corporate Counsel magazine, Directorship magazine, Financier Worldwide and Dow Jones Private Equity Analyst.

Ms. Huber, the winner of Euromoney LMG’s Americas Women in Business Law Awards in Environment, is recognized as a leading transactional and environmental lawyer in numerous legal industry publications, including (i) Band 1, New York: Environment – Chambers USA; (ii) Environmental Law – Best Lawyers; (iii) Law Business Research’s Who’s Who Legal – The International Who’s Who of Business Lawyers – Environment; (iv) Legal 500 U.S. in Environment: Transaction and Regulatory Law; (v) Practical Law Company’s Which lawyer? – USA, New York - Environment: Corporate; (vi) Super Lawyers. She is also the recipient of the Lawyers Alliance for New York’s Cornerstone Award honoring outstanding pro bono legal services.

Memberships

  • American Bar Association, Section on Environment, Energy, and Resources
  • Environmental Law Institute
  • New York State Bar Association
  • Asian American Bar Association of New York

Bar Admissions

  • State of New York

Education

  • B.A., University of Pennsylvania, 1993
  • J.D., New York University School of Law, 1996


Cassie Winn, Vice President, is a member of the Infrastructure Investment Group’s Client Strategy team and focuses on investor relations, reporting and ESG initiatives. Prior to joining J.P. Morgan, Cassie was the Product Specialist for the Infrastructure Investing strategy at Oaktree Capital where she focused on client communications and reporting, product launches and due diligence. Prior to Oaktree, Cassie served as Vice President of communications at Highstar Capital. Cassie began her career on the Investor Relations team at Clearlake Capital Group. She graduated from the University of Oklahoma with a B.A. in marketing.


Catherine Dearlove is a director of Richards, Layton & Finger, Delaware’s largest law firm. Vice chair of the firm’s Corporate Department, Catherine represents Delaware corporations, LLCs, limited partnerships, and their officers, directors, and managers in M&A disputes, derivative and class actions, and corporate control disputes. She also counsels her clients on complex corporate governance and fiduciary issues, and advises special committees in internal investigations and transactional matters.

A fellow of the American College of Governance Counsel, Catherine has been recognized for excellence in Chambers USA, The Lawdragon 500 Leading Lawyers in America, The Legal 500, The Best Lawyers in America, and Benchmark Litigation, including as one of Benchmark’s Top 250 Women in Litigation.

Catherine is a frequent panelist and speaker at professional conferences addressing issues of Delaware corporate law and governance. She earned a B.S.F.S., magna cum laude, from Georgetown University, and a J.D., with distinction, from Stanford Law School.


Charles M. Elson is the Edgar S. Woolard, Jr., Chair in Corporate Governance and the Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware.  He is also “Consultant” to the law firm of Holland & Knight.  

He formerly served as a Professor of Law at Stetson University College of Law in St. Petersburg, Florida from 1990 until 2001.  His fields of expertise include corporations, securities regulation and corporate governance.  He is a graduate of Harvard College and the University of Virginia Law School, and has served as a law clerk to Judges J. Harvie Wilkinson III and Elbert P. Tuttle of the United States Court of Appeals for the Fourth and Eleventh Circuits.  He has been a Visiting Professor at the University of Illinois College Of Law, the Cornell Law School, and the University Of Maryland School of Law, and was a Herbert Smith Freehills Fellow at Cambridge University in England, a Salvatori Fellow at the Heritage Foundation in Washington, D.C. and is a member of the American Law Institute.  

Professor Elson has written extensively on the subject of boards of directors.  He is a frequent contributor on corporate governance issues to various scholarly and popular publications. He served on the National Association of Corporate Directors' Commissions on Director Compensation, Director Professionalism, CEO Succession, Audit Committees, Strategic Planning, Director Evaluation, Risk Governance, Effective Lead Director, Board Diversity, Talent Development and Strategy Development and was a member of its Best Practices Council on Coping With Fraud and Other Illegal Activity. He served as well on that organization’s Advisory Council.  He is Vice Chairman of the ABA Business Law Section’s Committee on Corporate Governance and was a member of its Committee on Corporate Laws.  He is also a member of the Standing Advisory Group of the Public Company Accounting Oversight Board. 

Additionally, Professor Elson served as an adviser and consultant to Towers Perrin, the international human resource management consultants, and as a director of Circon Corporation, a medical products maker, Sunbeam Corporation, the consumer products manufacturer, Nuevo Energy Company, an independent oil and natural gas producer, the Investor Responsibility Research Center, a non-profit corporate governance research organization, Alderwoods Group, an international death care services provider, AutoZone, Inc., the national automobile parts retailer  and Bob Evans Farms Inc., a food products company. 

He is presently a member of the Board of Directors of Encompass Health Corporation, a healthcare services provider. He has served as trustee of the Big Apple Circus, the American Museum of Finance, Talledega College, the Tampa Museum of Art, the Tampa Bay Performing Arts Center, the Delaware Museum of Natural History, the Delaware Art Museum, and the Museum of American Finance.  He is presently a trustee of the Hagley Museum and Library, the Tower Hill School, and the Brandywine Conservancy & Museum of Art. He has been included in the list of the "100 most influential players in corporate governance" of Directorship, the "100 most influential people in finance" of Treasury & Risk Management, the list of top 10 governance “stars” of Global Proxy Watch, and Ethisphere’s 100 Most Influential People in Business Ethics in 2014. 


Jyotin Hamid, a partner at Debevoise & Plimpton in the New York office, is a seasoned litigator with extensive courtroom experience. He handles a diverse array of complex litigation matters, with particular focus on employment litigation and intellectual property disputes. In the employment area, he has successfully handled numerous discrimination, whistleblower, contract, compensation and corporate raiding litigations involving high-level executives in a broad range of industries. He is also deeply involved in Debevoise’s market-leading intellectual property practice. He has litigated trademark and trade dress cases involving some of the most well-known brands in the world.

Mr. Hamid is recommended by Chambers USA (2012-2015), which notes his “excellent understanding of business needs” and praises him as “very reflective and responsive, a good listener, an excellent writer and good at interpreting what [clients] are trying to accomplish.” Mr. Hamid is recognized as a “Rising Star” by Employment Law360 (2010) —one of “10 employment lawyers under 40 to watch”— and as a leading lawyer in the “Future Stars of America” article featured in Times Online (2008). He was also noted in the U.S. News & World Report (2010) “Best Lawyers” feature. He was recently added to the American Arbitration Association panel of arbitrators for employment cases.

Mr. Hamid lectures and publishes frequently on developments in employment law. Mr. Hamid joined Debevoise in 1998 and became a partner in 2007. He received his J.D. in 1998 from Yale Law School, where he was a member of the Journal of International Law, and his B.A., summa cum laude, in 1995 from Tulane University, where he was a member of Phi Beta Kappa. Mr. Hamid is admitted to appear before the U.S. District Courts for the Southern and Eastern Districts of New York and the Northern District of Indiana, as well as the U.S. Courts of Appeals for the First, Second and Seventh Circuits. He is a member of the Labor and Employment Law Sections of the American and New York State Bar Associations, a member of the New York City Bar Association Labor and Employment Law Committee, a board member of the Urban Justice Center and a member of the Board of Trustees of the Lawyers’ Committee for Civil Rights Under Law.


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.


Norma is an Assistant General Counsel at Warner Media Group, LLC (formerly known as Time Warner Inc.).  She is an employee benefits lawyer responsible for Time Warner employee benefit plans, including the 401(k), pension plan, excess and deferred compensation plans, health and welfare benefits, COBRA, HIPAA etc.  In addition, she provides fiduciary advice to the Investment Committee and acts as a liaison to the Administrative Committee.  Norma works closely with Corporate Benefits, divisional benefit departments and collaborates with other attorneys within the legal department on contracts, litigation and securities matters.

Prior to joining WarnerMedia almost 16 years ago, Norma practiced employee benefits law at Morgan Lewis & Bockius in New York and Washington D.C.  Before that, she worked as a senior tax consultant in the Compensation and Benefits practice at KPMG, and Deloitte Touche.  She received a JD/MBA from Emory University and a BA from the University of Pennsylvania.

Norma is a co-founder and board member of the Charity Chess Championship, Inc., a non-profit organization dedicated to raising money for charitable causes.  2019 was the third year of the charity and 100% of all net proceeds from the chess event will be donated to the David M. Rubenstein Center for Pancreatic Cancer Research at Memorial Sloan Kettering Cancer Center to fund research for the early detection and prevention of pancreatic cancer.

Norma lives in New York City with her husband and son, a chess aficionado.


Paul M. Hamburger is co-chair of the Employee Benefits & Executive Compensation Group and head of the Washington, DC office.

Paul provides technical knowledge and advice to employers on all aspects of their employee benefit programs, and advises employee benefit plan trustees and service providers on ERISA and employee benefit plan-related matters. He has extensive experience in negotiating service provider and outsourcing agreements. Paul frequently represents clients before government regulatory agencies, including the Internal Revenue Service, Department of Labor and Pension Benefit Guaranty Corporation.

Paul focuses on all matters affecting employee benefit plans, including:

  • 401(k) plans, ESOPs, and defined benefit plans, including cash balance pension plans
  • Assisting fiduciaries with legal compliance, including fiduciary training
  • Executive compensation plans and agreements
  • Welfare benefit plans, including cafeteria plan, COBRA, and health care reform (ACA) issues

Recognized by a number of publications for his exceptional work, Paul is described by The Legal 500 United States as "one of the best in his field; he inspires a high level of confidence and is a pleasure to work with." Chambers USA notes that Paul’s clients refer to him as "a creative, business-oriented and brilliant lawyer who educates and enlightens." 

As a noted thought leader in his field, Paul frequently speaks on employee benefit matters. In addition, he served for several years as an adjunct professor at Georgetown University Law Center teaching the LL.M. tax course on ERISA Health and Welfare Benefit Plans.

Paul is a frequent speaker on employee benefit topics.  Also, Paul is an author of numerous articles, books, and nationally-circulated loose-leaf publications, including Mandated Health Benefits – The COBRA Guide, published by Thompson Interactive Services.


As Global Head of Research for MSCI’s ESG Research group, Linda-Eling Lee oversees all ESG-related content and methodology. MSCI ESG Research is the largest provider of ESG Rating and analytics to global institutional investors. Linda leads one of the largest teams of research analysts in the world who are dedicated to identifying risks and opportunities arising from material ESG issues. She and her team have been widely recognised as the best SRI/ESG researchers by market surveys and awards.  

Linda joined MSCI in 2010 following the acquisition of RiskMetrics, where she led ESG ratings research and was head of consumer sector analysis. Linda joined RiskMetrics Group in 2009 through the acquisition of Innovest. Prior to joining Innovest, Linda was the Research Director at the Center for Research on Corporate Performance, developing academic research at Harvard Business School into management tools to drive long-term corporate performance. Previously, she was a strategy consultant with Monitor Group in Europe and in Asia, where she worked with Fortune 500 clients in industries ranging from beverages to telecommunications. 

Linda received her AB from Harvard, MSt from Oxford, and PhD in Organizational Behavior from Harvard University.

Linda has published research both in management journals such as the Harvard Business Review and MIT’s Sloan Management Review, as well as in top academic peer-reviewed journals such as Management Science and Journal of Organizational Behavior. She is frequent media commentator on ESG topics and sustainable investing in outlets including the Financial Times, Wall Street Journal, Forbes and the New York Times. 


Betsy Plevan is a partner in the Labor & Employment Law Department and a former member of the firm’s seven-person Executive Committee. She has built her practice handling all types of labor and employment litigation, as well as counseling clients in employment matters. In addition to maintaining her active practice, she served as president of the New York City Bar from 2004-2006, a member of the ABA Board of Governors from 2006-2009, and chair of the American Bar Association’s Standing Committee on the Federal Judiciary from 2013-2014.

Betsy’s practice includes representing clients in such diverse industries as banking and finance, health care, entertainment, publishing and education. She spends considerable time representing leading law firms in counseling and litigation assignments as well as conducting high-profile investigations. She has handled both single plaintiff and class action lawsuits involving issues of discrimination, harassment and employee benefits matters.

Having successfully tried a number of jury and non-jury cases in New York and elsewhere in the U.S., Betsy’s trial work has been recognized by her induction as a Fellow of the American College of Trial Lawyers. She also has argued more than 60 appeals in state and federal courts, and has been elected a member of the American Academy of Appellate Lawyers.

Betsy has been involved in representing employers in sexual harassment matters for many years. Noteworthy cases include, among others, her retention by Meritor Savings Bank to handle the remand of the landmark Supreme Court case in this area. She also handled, on appeal, the landmark case in which the New York Court of Appeals reversed a $4 million punitive damages award against Penthouse magazine on the ground that no punitive damages are available under the State Human Rights Law.

In the employee benefits area, Betsy has handled class action lawsuits involving alleged breaches of fiduciary duty, COBRA violations and termination of retiree benefits. She also has extensive experience counseling employers on litigation avoidance and sexual harassment investigations and training management employees in these areas.

Betsy is frequently quoted in national newspapers, legal and other trade publications and has appeared on television to discuss employment issues, especially sexual harassment suits, about which she has lectured and written extensively.


Daniel Goelzer is a retired partner in the law firm of Baker McKenzie. He is a member of the Sustainability Accounting Standards Board and advises one of the Big Four accounting firms on audit quality issues. He prepares a bi-monthly newsletter, Audit Committee and Auditor Oversight Update, which focuses on regulatory issues affecting audit committees.

In 2002, the Securities and Exchange Commission appointed Mr. Goelzer as a founding member of the Public Company Accounting Oversight Board, the body responsible for oversight and regulation of independent auditors of US public companies and securities broker-dealers. He served as Acting PCAOB Chair from August 2009 through January 2011. In 2012, at the conclusion of his term, he left the Board to return to Baker McKenzie.

From 1983 to 1990, Mr. Goelzer served as General Counsel of the Securities and Exchange Commission. Before his appointment as General Counsel, he held a variety of positions in the Office of the Commission's Chairman and in the Office of the General Counsel. He joined the Commission's staff in 1974.

In 2017, Mr. Goelzer was appointed to the Sustainability Accounting Standards Board, the independent standard-setting arm of the SASB Foundation. SASB’s mission is to establish and maintain disclosure standards on sustainability matters that facilitate communication by companies to investors of decision-useful, material information that is relevant, reliable and comparable across companies on a global basis. Members of the Standards Board are appointed by the SASB Foundation Board of Directors.

Mr. Goelzer also serves on the Board of the SEC Historical Society and is a former member of the Board of the Capital Area Chapter of the National Association of Corporate Directors. He has authored a variety of articles concerning federal securities law topics.


Evan has led Health, Safety, Environment, Product Stewardship & Sustainability for Honeywell International, a Fortune 100 Company, since 2004.  He has lectured on International Environmental Law at Columbia Law School and the United Nations ITR, and was a credentialed attendee at UN FCCC COP 23 and COP 24.  He is a graduate of Yale Law School, and is both a former partner in the law firm of Sidley & Austin and Assistant Commissioner of the New Jersey Department of Environmental Protection.  He is on the Boards of  NTESS, LLC. and the Housatonic Valley Association. 


Karessa Cain is a partner in Wachtell, Lipton, Rosen & Katz’s Corporate Department, where she focuses on mergers and acquisitions, corporate governance, and corporate and securities matters. She has worked on a wide range of transactions, including domestic and cross-border acquisitions, private equity transactions, spin-offs, takeover defense, shareholder activism and proxy contests, joint ventures and capital markets transactions.

Education

Yale University, B.A.

Columbia Law School, J.D.


Marjorie brings over 15 years of HR experience working in the tech, publishing, e-commerce, and digital media space.  She joined BetterCloud as their first Chief People Officer earlier this year.  Previously, she served as Vice President of Human Resources at Group Nine Media where she built and led the people function. In that role, she led the merger and integration of four brands (Thrillist, NowThis, The Dodo, and Seeker) and the acquisition of JASH, a production studio based in Los Angeles, CA.

Prior to Group Nine Media, Marjorie worked at Thrillist Media Group where she was the company’s first HR executive and successfully executed the spin-out of the Jackthreads business. Before that, she worked at Everyday Health where she helped scale the company from 80 employees to 600, worked on several M&A transactions, and created their campus recruiting program.

Marjorie is a co-founder and member of Post’d, a networking group for HR/People professionals.  She holds a Bachelor’s of Science in Business Administration with a concentration in Human Resources Management from Northeastern University.  She lives in NY city but uses her passport on a regular basis to explore new places.


One of the leaders of BLB&G’s esteemed Corporate Governance litigation practice, Mr. Wales prosecutes a variety of derivative, class, and private litigation arising from breaches of fiduciary duty and other misconduct by boards of directors and senior executives at public companies.

An experienced trial attorney who has recovered billions of dollars on behalf of his institutional investor clients, Mr. Wales has litigated both cutting-edge governance issues impacting shareholders as well as major securities fraud class actions. 

Some of his recent prosecutions include the In re 21st Century Fox Derivative Action, an unprecedented shareholder derivative litigation against Fox News parent 21st Century Fox, Inc. arising from the systemic sexual and workplace harassment at the embattled network, which resulted in a $90 million recovery and the creation of the first-ever board-level watchdog council of experts expected to serve as a model for public companies in all industries; as well as In re Sorrento Therapeutics, Inc. Derivative Litigation, in which his team challenged an alleged scheme to grant large amounts of options and warrants in subsidiaries of the Company to the Board of Directors and executives of the Company, without shareholder approval. The Sorrento litigation resulted in the cancellation of all options and warrants in the subsidiaries issued to the Defendants, with all stock from the exercise of the options and warrants being returned to Sorrento, and the new governance procedures being established to prevent future such self-dealing.

Examples of Mr. Wales’ major securities litigation recoveries include a recovery of $1.06 billion in In re Merck & Co., Inc. Securities Litigation, and a $730 million recovery in In re Citigroup Inc. Bond Litigation.

Mr. Wales is rated AV, the highest rating possible from Martindale-Hubbell, and has been regularly recognized by Legal 500 as a top practitioner, and by Thomson Reuters as a New York Super Lawyer for his work in securities litigation. A former Assistant United States Attorney for the Southern District of New York, Mr. Wales has tried numerous cases both as a prosecutor and in private practice, and is a frequent speaker on corporate governance and securities fraud matters. 


Professor Dadush’s research explores public and private law mechanisms for improving the social and environmental performance of corporations.

Before joining the Rutgers faculty, Professor Dadush served as Legal Counsel and Partnership Officer for the International Fund for Agricultural Development (IFAD), a specialized agency of the United Nations based in Rome. Prior to that, she was a Fellow at NYU’s Institute for International Law and Justice, where she administered the Institute’s research program on Financing for Development. She also worked as an Associate Attorney at the global law firm, Allen & Overy L.L.P., specializing in international investment arbitration and cross-border banking transactions.

She received her J.D. and LL.M. in International and Comparative Law from Duke University School of Law in 2004.


Jonathan E. Richman represents a variety of companies in securities class actions, shareholder derivative actions, internal investigations, SEC investigations, corporate governance, insider trading, D&O insurance and related matters. Many of those matters involve international elements, including representations of non-U.S. issuers in U.S. litigation and in landmark non-U.S. collective settlements under Dutch law in the Netherlands. Jonathan’s clients have included Hewlett Packard, Royal Dutch/Shell, Zurich Insurance Group, Halliburton, and Waste Management.

Jonathan writes extensively on topics ranging from securities and insider-trading law, corporate governance and fiduciary issues to non-U.S. law on collective actions. His articles have been published in major legal publications.

Jonathan serves as co-head of the Firm’s Securities Litigation Group. Before joining Proskauer, Jonathan was a partner at Dewey & LeBoeuf LLP, where he was co-head of the Securities, M&A and Corporate Governance Litigation Practice Group.

Awards and Recognition

  • The Legal 500 United States: Litigation: Securities: Shareholder Litigation 2011, 2013-2017
  • New York Super Lawyers – Metro 2006, 2014-2017

Memberships

  • American Bar Association (Consumer Financial Services Committee, International Law Section, Litigation Section)
  • Federal Bar Council (Committee on Second Circuit Courts)
  • The Association of the Bar of the City of New York
  • American Friends of Lucerne Festival (Board Member, 2011-2012)
  • ACMP Associated Chamber Music Players (Board Member, 2007-2013)
  • Kinhaven Music School, Weston, Vermont (President, Board of Trustees, 1997-2001, 2003-2005)

Publications

  • Author, “Supreme Court Rules That State Courts Can Adjudicate Class Actions Under the Securities Act of 1933,” Securities Arbitration Commentator (April 11, 2018)
  • Author, “Fourth Circuit Upholds Disclosure of Government Subpoena as Evidence of Loss Causation,” National Law Review (Feb. 24, 2018)
  • Author, “Revisiting Preclusion Principles in Derivative Actions,” Law360 (July 28, 2017)
  • Author, “Second Circuit Requires Increased Scrutiny of Securities Class Actions Involving Off-Exchange Transactions,” National Law Review (July 8, 2017)
  • Author, “Dutch Court Denies Approval of Collective Settlement Unless Changes Are Made as to Allocation of Compensation and Fees,” National Law Review (June 19, 2017)
  • Author, “Utah Court Bites Bullet with Dodd-Frank Jurisdiction Ruling,” Law360 (Apr. 13, 2017) 
  • Author, “Non-Use Agreement Need Not Precede Disclosure of Confidential Information,” National Law Review (March 21, 2017) 
  • Author, “Watch the Napkin: First Circuit Affirms Insider-Trading Conviction,” National Law Review (Feb. 28, 2017) 
  • Author, “Dueling Shareholder Class Actions Could Raise Due Process Issues,” Law360 (Jan. 30, 2017)
  • Author, “Supreme Court Reaffirms Personal-Benefit Requirement for Insider Trading,” WestLaw Journal: Securities Litigation & Regulation and WestLaw Journal: White-Collar Crime (Dec. 22, 2016)
  • Author, “Rakoff Addresses Tippee Liability in SEC v. Payton,” Law360 (Dec. 2, 2016)
  • Author, “Dutch Collective Actions vs. Collective Settlements,” National Law Review (Oct. 18, 2016)
  • Author, “Judgment Recognition and the Reach of US Securities Laws,” Law360 (Oct. 3, 2016)
  • Author, “Executives Face SOX Disgorgement Uncertainty After Jensen,” Law360 (Sept. 8, 2016)
  • Author, “Wine, Steak and a Taste of the ‘Personal Benefit’ Tension,” Law360 (June 6, 2016)
  • Author, “Proskauer Explains Supreme Court’s Clarification of Jurisdiction Under Securities Exchange Act,” The CLS Blue Sky Blog (May 24, 2016)
  • Author, “Second Circuit Reinforces Liability Standard in Securities Cases Based on Statements of Opinion,” Business Law Today (Mar. 2016)
  • Author, “The Netherlands Returns as a Collective Settlement Forum,” Law360 (Mar. 15, 2016)
  • Author, “How Morrison v. Australia Bank Was Applied in Petrobras,” Law360 (Feb. 16, 2016)
  • Author, “New York Court Certifies Classes in Petrobras Securities Litigation,” National Law Review (Feb. 3, 2016)
  • Author, “Delaware Court of Chancery Rejects Another Disclosure-Only M&A Settlement and Warns of ‘Increasingly Vigilant’ Scrutiny,” National Law Review (Jan. 25, 2016)
  • Author, “What To Expect from High Court’s New Insider Trading Case,” Law360 (Jan. 19, 2016)
  • Author, “Second Circuit Upholds Common-Interest Privilege for Borrower's Sharing of Legal Advice with Consortium of Lenders,” Transaction Advisors (Dec. 2015)
  • Author, “What Jarkesy Means for SEC Admin Court Challenges,” Law360 (Sept. 30, 2015)
  • Author, “A Farewell to Alms? Peppercorn Settlements of M&A Litigation,” National Law Review (Sept. 21, 2015)
  • Author, “Seventh Circuit Rejects Court Challenge to Pending SEC Administrative Proceeding,” MainJustice.com (Aug. 27, 2015)
  • Author, “9th Circuit Rebuffs Newman,” Law360 (July 8, 2015)
  • Author, “Proskauer Discusses Supreme Court’s Omnicare Decision, Clarifying Liability for Statements of Opinion in Registration Statements,” The CLS Blue Sky Blog (Mar. 24, 2015)
  • Author, “U.S. Appeals Court Rejects Bright-Line Test for Extraterritorial Reach of U.S. Securities Laws,” Bloomberg BNA World Securities Law Report, vol. 20, no. 9 (Sept. 2014)
  • Author, “Whistleblower Anti-Retaliation Provision Does Not Apply Outside the U.S.,” Westlaw Journal Securities Litigation & Regulation, vol. 20, issue 9 (Sept. 4, 2014)
  • Author, “So Much for Bright-Line Tests on Extraterritorial Reach of US Securities Laws?,” Harvard Law School Forum on Corporate Governance and Financial Regulation (Sept. 2, 2014)
  • Co-author, "Defending Directors: Cram Sheet," Wolters Kluwer Law & Business (October 23, 2012)
  • Author, "Delaware Chancery Court Issues Decision on Collateral Estoppel in Derivative Suits," Westlaw Journal Delaware Corporate, vol. 26, issue 25 (June 25, 2012)
  • Author, "SEC Issues Report on Extraterritorial Reach of U.S. Securities Laws," VCExperts on-line publication (June 2012)
  • Co-author, "Fraud? Foreign Purchase? Forget It! 'Foreign-Cubed' and Other Foreign-Issuer Cases After Morrison," Rev. of Secs. & Commodities Reg., vol. 44, no. 4 (Feb. 23, 2011)
  • Author, "Supreme Court Clarifies Statute of Limitations in Securities-Fraud Actions," Derivatives Financial Prods. Rpt.,vol. 11, no. 10, at 23 (June 2010)
  • Author, "Transnational Class Actions and Judgment Recognition," Class Action Litigation Report (June 25, 2010)
  • Co-author, "Pushing the Limits of U.S. Securities Laws: 'Foreign-Cubed' ('F-Cubed') Cases," 42 SRLR 10 (March 8, 2010)
  • Co-author, "Assignees Have Discovery Obligations When Asserting Assignors' Claims," Journal of Payment Systems Law (June/July 2005)
  • "Punitive Damages: Past, Present and Future," International Commercial Litigation (July/August 1995)
  • Co-author and editor, Takeovers: Attack and Survival (1987)
  • Co-author, "New Life for State Takeover Statutes?," New York Law Journal (July 27, 1987)
  • Co-author, "Damages in Defamation Actions," Damages in Tort Actions (1985)
  • "Facial Adjudication of Disciplinary Provisions in Union Constitutions," Yale Law Journal (1981)
   Education
  • Yale Law School, 1982, J.D., Senior Editor, Yale Law Journal, 1981-1982
  • Princeton University, 1978, A.B., summa cum laude, Phi Beta Kappa 


Chuck Nathan is a Senior Advisor with Finsbury and advises global clients on M&A, financial transactions, governance, Board issues and shareholder matters.

Prior to joining Finsbury, Nathan was partner at Latham & Watkins, where he was co-head of the global M&A practice as well as co-head of the firm’s Corporate Governance Task Force. Nathan represented companies and financial advisors in many significant, high-profile mergers and acquisitions, including Roche’s acquisition of the public’s minority stake in Genentech, InBev’s acquisition of Anheuser-Busch, and LiveNation’s merger with Ticketmaster Entertainment.

Nathan also previously served as a Partner with Fried, Frank, Harris, Shriver & Jacobson, and was a Managing Director and head of the Financial Institutions Mergers & Acquisitions practice at Smith Barney Inc.

Nathan has been named by the National Association of Corporate Directors as one of the 100 most influential corporate governance professionals for two consecutive years. He is the renowned author of many articles on M&A and corporate governance topics, is a frequent panelist at M&A and corporate governance seminars and programs, teaches M&A at Yale Law School, and has chaired a number of bar association committees. Nathan received his B.A. from The Johns Hopkins University and his J.D. from Yale Law School, where he graduated summa cum laude.


Jonathan Shade is a Director and Assistant General Counsel at Ameren Corporation, where he leads the legal team responsible for securities and governance matters. Prior to joining Ameren, Mr. Shade was an associate at Morgan, Lewis & Bockius LLP, where he focused on corporate finance, securities and general corporate matters. He is a graduate of Williams College and the University of Virginia School of Law.


Yafit Cohn is Associate Group General Counsel at The Travelers Companies, Inc., where she is focused on developing the company’s environmental, social and governance (ESG) engagement and communications strategies, as well as implementing other “special projects” for senior management. Since joining Travelers in September 2017, Yafit has helped guide the company through the evolving ESG landscape and has led the company’s effort to produce its first comprehensive and integrated sustainability report. Yafit is a member of Travelers’ ESG and Disclosure Committees. She is also the Chair of the Society for Corporate Governance’s newly formed Sustainability Practices Committee. Before joining Travelers, Yafit was Counsel in Simpson Thacher’s New York office and a member of the Public Company Advisory Practice, where she advised public companies, corporate management and boards of directors on a broad array of issues pertaining to securities law and corporate governance, including SEC reporting and disclosure requirements, shareholder proposals, the impact of proxy advisory firms, and responses to formal and informal SEC inquiries. Prior to that, Yafit spent nine years as a litigator, focusing primarily on securities litigation and government investigations. Yafit has been a prolific writer and speaker on disclosure and corporate governance matters, as well as a frequent commenter in the press. Yafit has a Juris Doctor degree from Columbia Law School, where she was a Harlan Fiske Stone scholar, and a Bachelor of Art degree in Political Science, summa cum laude, from Columbia College.