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Corporate Governance - A Master Class 2019


Speaker(s): Alan L. Beller, Alice G. Givens, Amy Borrus, Andrea Rose, Ann L. Yerger, Annette Leckie, Brian V. Breheny, Byron Loflin, Colleen P. Mahoney, David M. Becker, Hon. Cynthia A. Glassman, Hon. Robert J. Jackson, Jr., Jamie Greenberg, Jeannemarie O'Brien, Julia E. Guttman, Kathleen M. Hamm, Lauren D. Gojkovich, Lillian Brown, Linda Chatman Thomsen, Linda E. Rappaport, Marc A. Panucci, Margaret M. Foran, Meredith B. Cross, Paul F. Washington, Stephen M. Cutler, Steven C. Jacobs, Steven J. Kemps, Thomas J. Kim
Recorded on: Mar. 8, 2019
PLI Program #: 251914

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

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

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

He is also a:

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

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

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

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


Alice Givens is VP - General Counsel, Chief Compliance Officer & Corporate Secretary of Ruth’s Hospitality Group, Inc. (RHGI), a leading publicly owned (NASDAQ: RUTH) restaurant company focused exclusively on the upscale dining segment.  Ms. Givens joined RHGI in February 2016.  Prior to that, she was VP, Associate General Counsel at J.Crew Group, Inc. where she focused on securities, corporate governance and general corporate matters from 2007 to January 2016.  Prior to joining J.Crew, Alice held various legal and compliance roles with Circuit City Stores, Inc. in Richmond, VA for over ten years.

She received her undergraduate degree from The College of William & Mary in 1994, and her J.D. from the T.C. Williams School of Law at the University of Richmond in 1997.  She is admitted to practice in Virginia, New York and as authorized house counsel in Florida.  She is a member of the Association of Corporate Counsel and the Business Law Section of the American Bar Association and previously served as a member of the Advisory Board of the New York Chapter of the Society of Corporate Secretaries and Governance Professionals from 2009 – 2015.


Amy Borrus is deputy director of the Council of Institutional Investors (CII), a nonprofit, nonpartisan U.S. association of employee benefit funds, state and local entities charged with investing public assets, foundations and endowments, with combined assets in excess of $4 trillion, that promotes good corporate governance and strong shareholder rights. CII’s associate members include a range of asset managers with more than $25 trillion in assets under management.

Amy plays a lead role in developing CII strategy, policies on corporate governance and other issues and outreach to stakeholders and policymakers. She manages CII communications and speaks frequently on behalf of CII. Amy has key responsibilities for the content of two conferences annually that draw 450+ attendees. She organizes CII’s forum for governance professionals and its platform for dialog between investors and companies. She also supports CII’s board of directors on strategy and audit matters.

Amy serves on the FTSE Russell Policy Advisory Board and the Independent Steering Committee of Broadridge. She also serves on the boards of the CII Research and Education Fund and the Sinai Assisted Housing Foundation.

Before joining CII in 2006, she was a correspondent for Businessweek magazine for 25 years, including assignments in London, Tokyo and Washington, D.C. She earned an MSc. in International Relations from the London School of Economics, a B.A. in English and History from the University of Pennsylvania and CFA Institute’s Investment Foundations Certificate.


Ann Yerger is an advisor to Spencer Stuart’s North American Board Practice, a member of Grant Thornton’s Audit Quality Council and a director of Bed Bath & Beyond and Hershey Entertainment and Resorts.

Her deep background in corporate governance includes 18 months service as executive director of EY’s Center for Board Matters and 20 years at the Council of Institutional Investors in Washington, DC, including a 10-year leadership role as CII’s executive director. Prior to joining CII, Ann was deputy director of the Investor Responsibility Research Center’s corporate governance service, and her previous experience includes corporate banking at Wachovia.

Ann was a member of the Investor Advisory Group of the Public Company Accounting Oversight Board and the Investor Advisory Committee of the US Securities and Exchange Commission. She also served on the Nasdaq Listing and Hearing Review Council, the CFA Institute Advisory Council, the Advisory Board of the Weinberg Center for Corporate Governance, and the US Treasury Department’s Advisory Committee on the Auditing Profession.

She is a CFA charter holder.


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

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

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


Brian V. Breheny heads the firm’s SEC Reporting and Compliance practice.  He concentrates his practice in the areas of mergers and acquisitions, corporate governance, and general corporate and securities matters and advises numerous clients on a full range of SEC reporting, compliance and corporate governance matters, including advising clients on compliance with the provisions of the Dodd-Frank Act, the SEC’s tender offer rules and regulations and the federal proxy rules.

Prior to joining Skadden in 2010, Mr. Breheny held a number of leadership positions in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. He began as chief of the SEC’s Office of Mergers and Acquisitions in July 2003, and in November 2007 he became deputy director, legal and regulatory policy. 

During his tenure at the SEC, Mr. Breheny assisted the commission with its consideration of significant rule amendments in a number of areas including shareholder director nominations, tender offers, beneficial ownership reporting, electronic delivery of proxy materials, electronic shareholder forums, short sale disclosure, and proxy voting and shareholder communications.

Mr. Breheny serves as a member of the board of directors of the Society for Corporate Governance and repeatedly has been recognized by the National Association of Corporate Directors as part of its Directorship 100.  He also has been selected for inclusion in Best Lawyers in America, The International Who’s Who of Corporate Governance Lawyers and Chambers USA: America’s Leading Lawyers for Business.


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.


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

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

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

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

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

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

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


Jeannemarie O'Brien is a partner in the New York law firm of Wachtell, Lipton, Rosen & Katz, where she is active in the firm's merger and acquisition practice, focusing on the executive compensation and employee benefits aspects of transactions, with a particular emphasis on transactions involving financial services institutions. She has been involved in over $900 billion of merger and acquisition transactions during her career. Ms. O'Brien also advises companies and their boards on governance issues and assists companies and senior executives on executive compensation matters in both the public and private sectors, and has particular expertise regarding the compensation structures at financial institutions and the related regulatory considerations.

Ms. O'Brien frequently writes and speaks on executive compensation and corporate governance issues and is recognized as a leading executive compensation lawyer in the Chambers USA Guide to America's Leading Lawyers for Business and The Legal 500. In addition to memos and articles on recent developments in the executive compensation area, she is an author of the chapter on executive compensation in the Wachtell, Lipton, Rosen & Katz "Financial Institutions M&A," an annual review of significant developments.

Ms. O'Brien received a B.A. cum laude from Mount Holyoke College, and a J.D. cum laude from Fordham University School of Law, where she was an associate editor of the Fordham Law Review. She is a member of the New York State and American Bar Associations.

Ms. O'Brien serves as a member of the Board of Trustees of the non-profit organization Prep for Prep, a member of the Dean's Planning Council of Fordham University School of Law and a member of the Advisory Board of St. Bartholomew Community Preschool in New York City.

 


Kathleen M. Hamm was appointed a Board Member of the Public Company Accounting Oversight Board by the Securities and Exchange Commission in December 2017, and sworn in on January 2, 2018. She joined the PCAOB from Promontory Financial Group, where she was the global leader of securities and fintech services and senior strategic adviser to the chief executive officer on cyber solutions. Among other matters, she helped companies develop strategies to build into their systems and operations regulatory requirements and cybersecurity. Earlier, Ms. Hamm served at the U.S. Treasury Department from 2014 to early 2017, as counselor to the deputy secretary on cybersecurity and related governance, regulatory, compliance, and risk management issues facing the financial services sector.

Before Treasury, Ms. Hamm led Promontory Financial Group's Securities Practice Group, providing strategic advice and practical solutions to guide global and domestic financial regulators and companies through complex regulatory, compliance, risk management, and enforcement issues during the financial crisis and its aftermath. Among her other positions, she was a director, member of the executive committee, and chair of the regulatory oversight committee of a national securities exchange; adjunct professor at the Georgetown University Law Center, teaching Corporate Controls, Compliance, and Governance. And she served for nearly a decade in the SEC Division of Enforcement where, as an assistant director, she managed and coordinated all aspects of three enforcement branches that investigated potential violations of the federal securities laws.  She received a B.S., summa cum laude, in business administration and concentrating in the Registered Accounting Program from the University at Buffalo, SUNY; she holds a J.D., with honors, from the Duke University School of Law; and an LL.M. in securities regulation, with distinction, from the Georgetown University Law Center, graduating first in her class.


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.


Meredith Cross is a partner in the Transactional and Securities Departments, and a member of the Corporate Practice and Strategic Response Group in the Washington, D.C. office of Wilmer Cutler Pickering Hale and Dorr LLP.  Ms. Cross advises public companies and their boards on disclosure and other corporate finance securities law and corporate governance matters, including SEC enforcement matters involving corporate finance issues.  Ms. Cross rejoined the firm in 2013, after having served as Director of the Division of Corporation Finance of the SEC since 2009.

While serving as the Director of the Division of Corporation Finance of the SEC, Ms. Cross led the Division's efforts to implement both the Dodd-Frank Act and the Jumpstart Our Business Startups (JOBS) Act. Under her leadership, the Division recommended close to 60 rulemaking releases to the Commission.   Ms. Cross testified before Congress numerous times on a broad range of issues including corporate governance, capital formation, risk retention in asset-backed securities offerings, executive compensation oversight, and agency management and budget.
 
Before first joining WilmerHale in 1998, Ms. Cross served in a variety of positions in the Division of Corporation Finance at the SEC from 1990 to 1998, including Deputy Director, Associate Director (International and Small Business) and Chief Counsel.  Prior to first joining the SEC staff, she was an associate and counsel at King & Spalding in Atlanta from 1983-1990.  She clerked for Judge Albert J. Henderson of the US Court of Appeals for the Eleventh Circuit (1982-1983). 

Ms. Cross currently serves as Chair of the Securities Regulation Institute and as Co-Chair of the Practicing Law Institute’s Annual Institute on Securities Regulation.  She is a frequent speaker at securities and corporate governance law conferences.  She is a member of the Securities Institute Advisory Committee, a Fellow in the American College of Governance Counsel, and previously served as a member of the ABA Corporate Laws Committee.  She is a member of the Board of Governors of the Wilmer Eye Institute at Johns Hopkins. 

Education

  • JD, Vanderbilt University School of Law, 1982, Order of the Coif, Vanderbilt Law Review
  • BA, cum laude, Duke University, 1979

Honors & Awards

  • Recognized for her exceptional securities practice in the 2006-2009 and 2014-2018 editions of Chambers USA: America's Leading Lawyers for Business
  • Selected by peers for inclusion in the 2005-2019 editions of Best Lawyers in America for securities and capital markets law. Named by Best Lawyers as Washington DC Securities/Capital Markets "Lawyer of the Year" in 2017. 
  • Recipient of the 2014 Linda Quinn Lifetime Achievement Award by TheCorporateCounsel.net
  • Named to the NACD Directorship 100, A Who's Who of the American Corporate Governance Community, in 2010
  • Recognized as a Dealmaker of the Year by The American Lawyer in 2003


Ms. Thomsen, who was the first woman to serve as the Director of the Division of Enforcement at the Securities and Exchange Commission, is a litigator practicing in Davis Polk’s Washington DC office. Her practice concentrates in matters related to the enforcement of the federal securities laws. She has represented clients in SEC enforcement investigations and inquiries, in enforcement matters before other agencies, including the Department of Justice (various U.S. Attorneys Offices) and the Commodities Futures Trading Commission, in investigations and inquiries from self-regulatory agencies, including FINRA, and in internal investigations. These matters, which are typically non-public, have covered a broad range of securities related subject matters, including insider trading, foreign corrupt practices, financial reporting, manipulation and regulatory compliance. Her clients have included major financial institutions, regulated entities, public companies and senior executives.

Ms. Thomsen returned to Davis Polk in 2009 after 14 years of public service at the SEC. While there she held a variety of positions and ultimately served as the Director of Enforcement from 2005 through February 2009. During her tenure as the Director of Enforcement, she led the Enron investigation, the auction rate securities settlements, the stock options back dating cases and the expansion of the enforcement of the Foreign Corrupt Practice Act.

She is a graduate of Smith College (A.B. ’76, Government (High Honors)) and Harvard Law School (J.D. ’79).


Paul Washington is currently the Resident Fellow at Fordham Law School’s Corporate Law Center.

Paul received his B.A. from Yale College, magna cum laude, and held a variety of positions in local, state, and federal government. He then served as a Vice President and Corporate Secretary of The Dime Savings Bank of New York, while receiving his J.D. from Fordham Law School, magna cum laude.

After law school, Paul served as a law clerk for Judge David S. Tatel of the U.S. Court of Appeals for the District of Columbia Circuit, and for retired Associate Justice William J. Brennan, Jr. and Associate Justice David H. Souter of the United States Supreme Court. Paul then worked as an associate at the law firm of Sidley & Austin, before joining Time Warner in 1999 as litigation counsel.

From 2006 to 2018, he served as Senior Vice President, Deputy General Counsel & Corporate Secretary of Time Warner Inc.  In that role, he was responsible not only for corporate governance, but also for intellectual property, antitrust, regulatory, international and pro bono legal matters. 

In addition to serving as a Resident Fellow, Paul is an adjunct professor at Fordham Law School, where he has taught a course on Corporate Governance for over a decade.  Over the past 30 years, he has served on the boards of approximately two dozen cultural, civic, and professional non-profit organizations, including as Chairman of the Society for Corporate Governance, President of the New York Chapter of the Society, and as chair or a member of numerous commissions and task forces for organizations such as the New York Stock Exchange and the Conference Board.  He also currently serves as a member of the ABA Corporate Laws Committee.


Stephen M. Cutler is a partner and head of the Government and Internal Investigations Practice at the law firm of Simpson Thacher & Bartlett LLP.  He advises companies, boards and senior executives on government and internal investigations, corporate governance and regulatory matters.  Previously, he was a Vice Chairman at JPMorgan Chase & Co., following nine years as the company's General Counsel, including during the financial crisis.  Before joining JPMorgan Chase, Mr. Culter served for nearly four years as Director of the U.S Securities and Exchange Commission's Division of Enforcement, where he oversaw the Commission's investigations of public companies, as well as broker-dealers and investment advisors.   Mr. Cutler received his college degree (summa cum laude) from Yale University and his law degree from Yale Law School, where he was an Editor of the Yale Law Journal.  Following law school, Mr.

Cutler clerked for Judge Dorothy W. Nelson of the U.S. Court of Appeals for the Ninth Circuit.  Mr. Cutler serves on the boards of the National Women's Law Center and the Metropolitan Museum of Art.  He previously served on the board of the Financial Industry Regulatory Authority (FINRA).

 


THOMAS J. KIM advises public companies, their boards of directors and underwriters on a broad range of SEC disclosure and regulatory matters, capital market and tender offer transactions and corporate governance and compliance issues and practices.  He also advises audit firms on independence and financial reporting issues.  He handles matters for companies with the U.S. Securities and Exchange Commission, including obtaining no-action relief, interpretive guidance and waivers, as well as handling disclosure and financial statement reviews by the Division of Corporation Finance and SEC Enforcement investigations involving disclosure, registration or auditor independence issues. 

Prior to joining Sidley in 2013, Tom served for six years as the Chief Counsel and Associate Director of the Division of Corporation Finance at the SEC.  As Chief Counsel, Tom was responsible for the Division’s no-action, interpretive and exemptive positions, and under his leadership, the Chief Counsel’s Office revised and updated all of the Division’s telephone interpretations as Compliance and Disclosure Interpretations and issued several significant Staff Legal Bulletins related to shareholder proposals, legality and tax opinions and suspending reporting obligations.  Tom also led a number of notable SEC rulemakings and policy initiatives, including implementing the JOBS Act’s requirement to eliminate the prohibition on general solicitation in Securities Act Rules 506 and 144A offerings, the concept release on the U.S. proxy system, and the interpretive release on the use of company websites.

Tom also oversaw the Division’s Office of Enforcement Liaison, which refers matters to the Division of Enforcement and advises on offering and disclosure-related issues in enforcement cases.

Prior to joining the SEC in 2006, Tom served as Corporate and Securities Counsel for the General Electric Company in Fairfield, CT.

Tom currently chairs the ABA’s Securities Law Opinions Subcommittee of the Federal Regulation of Securities Committee.  As a past member of the ABA’s Committee on Corporate Laws, Tom edited several editions of the ABA’s Corporate Director’s Guidebook.  He is a co-chair of Sidley’s Washington D.C. Diversity Committee. 

Tom serves as Vice Chair of the Northwestern Pritzker Law School’s Annual Securities Regulation Institute.


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.


Byron is the founder of the Center for Board Excellence (CBE) and is architect of CBE’s unique board assessment and advisory platform. Byron is recognized in the governance community for developing unique products that address board dynamics, corporate culture, accountability and performance. His experience and expertise are in the design and administration of assessments and advising board chairs, boards, committees, directors and executive management in a full range of corporate governance matters including strategic alignment, best practices, board refreshment, diversity, structures and corporate planning.  He and his team have performed several hundred third-party board, committee, peer and CEO self-assessments for organizations of all structures and sizes.

Byron is a graduate of Harvard Business School (OPM) and James Madison University (BA). He is a member of the Society for Corporate Governance, Institute of Directors (UK), and the National Association of Corporate Directors.

Some of his recent published works include: “Reboot, Not Refresh,” International Banker Spring 2018; “Board Evaluations: Getting Aligned,” published by Nasdaq 2017, and “Six Reasons Digital D&O Questionnaires Streamline Proxy Disclosure,” published by Nasdaq 2017, and Board Evaluations 101, 2016.


Colleen P. Mahoney, a partner in Skadden's Washington, D.C. office, heads the firm's Securities Enforcement and Compliance practice, and regularly represents financial services firms, corporations, their boards, board committees, officers, directors and employees in Securities and Exchange Commission (SEC) and other law enforcement investigations.

Ms. Mahoney assists management and boards of directors performing internal inves­tigations, often advising clients on preventive and remedial measures before and after securities-related issues arise.

Ms. Mahoney has been the lead attorney representing many of the company boards and individuals embroiled in signature SEC investigations. Her clients have included many well-known U.S. and foreign companies. As is frequently the case with SEC enforcement matters, the biggest victories are the ones that never become public – the government investigations and inquiries that are put to rest before charges are filed or an indictment is issued, or even before a public disclosure of the government interest. Ms. Mahoney has succeeded in bringing a number of matters to a close in those circumstances.

Prior to joining Skadden, Ms. Mahoney spent 15 years in increasingly senior positions with the SEC, serving as acting general counsel of the agency and as deputy director of the division of enforcement. During her tenure at the SEC, Ms. Mahoney helped manage a civil law enforcement program that addressed a wide range of issues, including financial fraud and disclosure, asset management issues, derivatives and insider trading.

Ms. Mahoney frequently lectures on securities regulatory and enforcement issues at seminars and conferences in the United States and abroad.

Ms. Mahoney has been selected for inclusion in Chambers USA: America's Leading Lawyers for Business, The International Who's Who of Corporate Governance Lawyers, Lawdragon 500 Leading Lawyers in America and The Best Lawyers in America. Since 2012, she has been recognized as one of Benchmark Litigation's "Top 250 Women in Litigation" and she also was named to the shortlist of the nation's top women regula­tory lawyers by Chambers USA (2012). Additionally, Ms. Mahoney was included in Washingtonian Magazine's 2013 "Best Lawyers" list.


Following a thirty-year career representing corporations and senior corporate officers, Ms. Guttman was appointed General Counsel of Baker Botts. In that position, she advises her partners and other colleagues on professional, ethical and other matters.

After graduation from law school, Ms. Guttman served as a law clerk to Chief Judge Patricia M. Wald of the United States Court of Appeals for the District of Columbia Circuit. Prior to joining Baker Botts in 2001, Ms. Guttman was a partner with the white collar boutique Miller, Cassidy, Larroca & Lewin, L.L.P.

Education

J.D., Yale Law School 1985
Notes Editor, Yale Law Journal

B.A., Social Studies, Radcliffe College of Harvard University 1982
magna cum laude
Phi Beta Kappa Class Marshall (First in Class)

Admission & Affiliations

District of Columbia Bar

United States Courts of Appeals for the District of Columbia, Second, Fifth and Federal Circuits

United States District Court for the District of Columbia

United States Supreme Court

 


Jamie is a vice president and associate general counsel in the Corporate Governance group of the Goldman Sachs legal department, which focuses on public company matters and securities disclosure issues and provides legal oversight for the firm’s corporate governance and corporate secretarial obligations.  Jamie is also a co-chair of the firm’s Legal Department Knowledge-Share Committee. 

Prior to joining Goldman Sachs in 2010, Jamie was a corporate associate at Gibson, Dunn & Crutcher LLP from 2005 to 2010, focusing on corporate governance and capital markets transactions. 

Jamie also serves on the Gala Committee for DoSomething.org. 

Jamie earned a BS, summa cum laude, from the Wharton School at the University of Pennsylvania and a JD, magna cum laude, from the University of Pennsylvania Law School.

Jamie and her husband have twin boys, Leo and Max.


Lauren Gojkovich is a Director at PJT Camberview, based in New York.

Before joining PJT Camberview, Ms. Gojkovich was a Vice President, Assistant General Counsel in the corporate governance group in the legal division of Goldman Sachs, focusing on the corporate governance of the Goldman Sachs board of directors.

Prior to that, Ms. Gojkovich worked as a corporate attorney at Wachtell, Lipton, Rosen & Katz, where she specialized in mergers and acquisitions, corporate governance, proxy fights and takeover defense. Ms. Gojkovich began her career as an analyst in the equities trading division of Goldman Sachs.

Ms. Gojkovich is a member of the State Bar of New York and Massachusetts. She holds a JD from Columbia Law School, where she was a Harlan Fiske Stone Scholar, and a bachelor’s degree in public policy studies from Duke University, where she graduated magna cum laude.


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

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

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


Marc is a Deputy Chief Accountant in the Office of the Chief Accountant at the U.S. Securities and Exchange Commission (SEC). His responsibilities include leading the activities of the Office of the Chief Accountant’s Professional Practice Group (PPG). These activities include understanding investor and audit committee perspectives and consulting with registrants and auditors on the application of internal control over financial reporting obligations, independence requirements and auditing standards. He also assists the SEC in its oversight responsibility for the activities of the Public Company Accounting Oversight Board (PCAOB) and monitors the development of auditing standards, both in the U.S. and internationally.

Before joining the Commission, Marc was a Partner at PwC from 2010 to 2016. His responsibilities included providing consultation and support regarding implementation, application, and development of auditing policies and standards, including leading the firm’s efforts related to internal control over financial reporting consultations. Marc was also responsible for the development of the firm’s positions related to international and domestic audit standard-setting matters. Marc was also a board member of the AICPA’s Auditing Standard Board (ASB). The ASB is responsible for development of auditing standards and guidance related to non-issuers.

Marc also previously worked at the SEC from 2007 to 2010, including as a Senior Associate Chief Accountant in the Office of the Chief Accountant. During this time, he specialized in the SEC's guidance related to the evaluation of internal control over financial reporting, auditing matters relating to public companies, and the SEC's activities with respect to its oversight role over the PCAOB.

Marc received a Bachelor of Science degree in Accounting from Robert Morris College. He is a Certified Public Accountant in Pennsylvania and New Jersey.


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. 


Steve Kemps is Executive Vice President, General Counsel for S&P Global since August, 2016. In this role, he is responsible for overseeing legal operations, and advising on the impact of changing laws in the way the Company conducts business. Prior to joining the Company, Steve served as Executive Vice President and General Counsel at Quanta Services, where he oversaw all legal affairs and advised the business on regulatory, ethical, and compliance matters. Previously, he served as General Counsel of Dean Foods Company. He has also held various senior legal positions with Kimberly-Clark Corporation and law firm Dorsey & Whitney, and was a federal law clerk to Judge Paul A. Magnuson of the United States District Court, Minnesota.


Steven has been a partner in Ernst and Young’s Professional Practice Group in Washington, DC since 2010 where he has been specializing in matters pertaining to SEC rules and regulations surrounding financial reporting.  He is responsible for developing the firm’s publications and training materials on various SEC reporting topics as well as providing accounting and financial reporting advice to EY’s engagement teams and clients.  

Steven is currently chair of the Center for Audit Quality’s SEC Regulations Committee, a committee that discusses emerging technical accounting and reporting issues relating to SEC rules and regulations. He is also a frequent public speaker on SEC financial reporting matters for EY and externally sponsored events. 

Prior to joining EY, Steven served as an Associate Chief Accountant in the SEC’s Division of Corporation Finance where he served as an advisor and consultant to the Division's Chief Accountant, Director, senior managers and Division and Commission staff with respect to accounting and financial reporting matters arising under the SEC rules and regulations in a diverse range of industries. 

Steven earned a Bachelor’s of Science in Management degree from Tulane University in New Orleans, Louisiana in 1998.  He is a Certified Public Accountant in the District of Columbia and is a member of the American Institute of Certified Public Accountants.


Robert J. Jackson Jr. was appointed by President Donald Trump to the U.S. Securities and Exchange Commission (SEC) and was sworn in on January 11, 2018.

Commissioner Jackson has extensive experience as a legal scholar, policy professional, and corporate lawyer. He comes to the SEC from NYU School of Law , where he is a Professor of Law. Previously, he was Professor of Law at Columbia Law School and Director of its Program on Corporate Law and Policy. Commissioner Jackson’s academic work has focused on corporate governance and the use of advanced data science techniques to improve transparency in securities markets. He was the founding director of Columbia Law School’s Data Lab, which used cutting-edge technology to study the reliability of corporate disclosures. Commissioner Jackson has written more than 20 articles in the nation’s most prestigious legal and economics journals. His published work includes a study shining light on trading activity before the announcement of major corporate events, the first study of the effect of mandatory disclosure required by the JOBS Act on trading by individual investors, and the first comprehensive study of CEO pay in firms owned by private equity. In 2012, Columbia Law School students honored Commissioner Jackson with the Willis L.M. Reese Prize for Excellence in Teaching . He has testified on his scholarship before the U.S. Senate, and his work was previously the subject of rulemaking commentary before federal agencies, including the Federal Reserve and the SEC.

Before joining the Columbia Law School faculty in 2010, Commissioner Jackson served as a senior policy advisor at the U.S. Department of Treasury, working with Kenneth Feinberg, the Special Master for TARP Executive Compensation. In this role, he oversaw the development of policies designed to give shareholders a say on pay, improve the disclosure of executive bonuses, and encourage TARP recipients to more closely tie pay to performance. Earlier in his career, Commissioner Jackson practiced law in the executive compensation department of Wachtell, Lipton, Rosen & Katz.

Commissioner Jackson holds two bachelor’s degrees from the University of Pennsylvania, an MBA in Finance from the Wharton School of Business, a master’s degree from Harvard’s Kennedy School of Government, and a law degree from Harvard Law School. He was born in the Bronx, New York, and is a lifelong Yankees fan.