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Corporate Governance - A Master Class 2020


Speaker(s): Ann L. Yerger, Brian V. Breheny, Catherine Ide, David M. Lynn, Ellen Davis, Eric S. Klinger-Wilensky, Erica Williams, Erin Bass-Goldberg, Hagen J. Ganem, Hon. Elad L. Roisman, Irv Becker, Karen Wiedemann, Keir D. Gumbs, Lawrence A. Hamermesh, Lillian Brown, Linda E. Rappaport, Marc R. TreviƱo, Mark Kronforst, Mary A.. Francis, Meredith B. Cross, Ning Chiu, Rick E. Hansen, Sagar S. Teotia, Steven A. Rosenblum, Tasha Matharu, Thomas J. Kim, Ting S. Chen, Zally Ahmadi
Recorded on: Mar. 6, 2020
PLI Program #: 275312

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.


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.


Catherine Ide is the Senior Managing Director of Professional Practice and Member Services at the Center for Audit Quality, where she leads and advances regulatory and policy strategies that promote the professional practice and audit quality agendas. Previously, Ide served as Director of Audit at the global law firm of Fragomen, Del Rey, Bernsen & Loewy. In that role, she helped create the firm’s internal audit and compliance function. While at Fragomen, Ide developed and launched their global practice review audit plan to over 46 offices worldwide. Prior to Fragomen, Ide was in the audit practice at PwC for over 15 years, most recently as a Senior Manager in PwC’s Chief Auditor Network, providing auditing advice and technical guidance on auditing standards, policies, and methodologies at the local engagement level, particularly related to areas of internal and external inspection findings. Ide is a Certified Public Accountant licensed in Virginia, and she holds a BS in accounting with special attainments in commerce from Washington & Lee University.


David M. Lynn is a partner in the Washington, D.C. Office of Morrison & Foerster LLP and is co-chair of the firm’s Corporate Finance | Capital Markets practice. He served as Chief Counsel of the Division of Corporation Finance at the U.S. Securities and Exchange Commission.

Mr. Lynn who provides guidance to companies, underwriters, boards of directors and other market participants on corporate finance matters, corporate governance and best practices for disclosure and compliance. In addition to being a leading authority on securities and governance issues, Mr. Lynn is particularly well known in the area of executive compensation disclosure, having co-authored “The Executive Compensation Disclosure Treatise and Reporting Guide.”

While serving as Chief Counsel of the Securities and Exchange Commission’s Division of Corporation Finance, Mr. Lynn led the rulemaking team that drafted significant revisions to the SEC's executive compensation and related party disclosure rules. Mr. Lynn re-joined the SEC as Chief Counsel shortly after adoption of the Sarbanes-Oxley Act of 2002, and served in that position until 2007. Mr. Lynn initially served on the SEC staff from 1995-2000 as an Attorney-Advisor and subsequently a Special Counsel in the Division of Corporation Finance. While in private practice from 2000-2003, he advised clients on SEC investigations, securities transactions, mergers and acquisitions and corporate governance.

Mr. Lynn is co-editor of TheCorporateCounsel.net, The Corporate Counsel, CompensationStandards.com and The Corporate Executive, which are widely read sources on securities, governance, executive compensation and corporate law matters. Mr. Lynn also has served as chair of the American Bar Association Business Law Section’s Federal Regulation of Securities Committee, co-chair of the Practising Law Institute’s Annual Institute on Securities Regulation and chairman of the Board of Trustees of the Securities and Exchange Commission Historical Society.

Mr. Lynn received his law degree from the University of Maryland Francis King Carey School of Law, where he serves as a member of the Board of Visitors, and his undergraduate and graduate degrees in economics and finance from Loyola University Maryland.


Elad L. Roisman was appointed by President Donald Trump to the U.S. Securities and Exchange Commission (SEC) and was sworn into office on September 11, 2018.

Commissioner Roisman joined the SEC from the U.S. Senate Committee on Banking, Housing, and Urban Affairs, where he served as Chief Counsel. In that role, and as Securities Counsel on the Committee, he counseled Chairmen Mike Crapo (R-ID) and Richard Shelby (R-AL), as well as members of the Committee, on securities, financial regulation, and international financial matters. Commissioner Roisman worked on drafting several pieces of legislation that became law and played an integral role in the drafting and negotiation of the Economic Growth, Regulatory Relief, and Consumer Protection Act.

Before working in the Senate, he served as Counsel to SEC Commissioner Daniel M. Gallagher, focusing on enforcement and policy relating to the U.S. equity and fixed income markets, the asset management industry, and international regulation of capital markets. Prior to joining the SEC, he held positions as a Chief Counsel at NYSE Euronext and an associate at the law firm of Milbank, Tweed, Hadley & McCloy LLP in New York.

Commissioner Roisman earned his bachelor’s degree in History at Cornell University and his J.D. at the Boston University School of Law.


Ellen Davis is a Managing Director in the New York office and co-chairs the Firm’s litigation practice. She advises c-suite executives and boards of directors on a range of issues including, litigation and regulatory matters, government and internal investigations, crisis communication, media relations and management changes. Ellen also advises individual clients on sensitive reputational matters.

Recent engagements include:

A special committee of a board of directors conducting an investigation into Title VII allegations against the company’s CEO; 

An international hedge fund sued for gender pay discrimination;

A technology company in connection with an SEC enforcement action and shareholder derivative litigation.

A board of directors whose chairman was charged with insider trading;

An international pharmaceutical company in connection with state enforcement actions and settlement;

A public company in connection with an FCPA enforcement action; and

A government contractor sued for violations of the FCA.

Prior to joining SVC, Ellen served as Counsel and Chief Public Information Officer for the U.S. Attorney’s Office for the Southern District of New York.  She was the spokesperson for the U.S. Attorney and the 230 attorneys who represent the federal government and its agencies in criminal and civil litigation in the Southern District.

Previously, Ellen was an award-winning Supervising Producer at ABC News in the Law & Justice Unit, where she worked for nearly a decade.  In that capacity, she planned and oversaw the coverage of domestic and international legal stories for the Network.

Ellen also worked as an attorney at the law firm, Akin, Gump, Strauss, Hauer and Feld in Washington, D.C., and as an attorney in the U.S. Department of Justice/Office of Legislative Affairs and in the White House Counsel’s Office.

Ellen holds a law degree from Georgetown University Law Center and a B.S. degree in communications from Boston University where she graduated summa cum laude.


Erica Williams is a partner in the Government, Regulatory & Investigations Group of Kirkland & Ellis LLP. Erica focuses her practice on internal investigations and defense of companies and individuals accused by the government of involvement in securities law violations, white collar crime and other major business litigation disputes and crises.

Erica was previously a Special Assistant and Associate Counsel to President Barack Obama, where she advised the president and his senior advisors on legal and constitutional issues involving economic policy, financial regulation and reform, financial technology, trade, intellectual property and data protection and privacy.

Before that, Erica spent 11 years at the U.S. Securities & Exchange Commission, serving as Deputy Chief of Staff for three chairmen. In this role, Erica managed legal and operational functions of the SEC. She was responsible for evaluating and providing legal advice on recommendations from the SEC’s Division of Enforcement and examination policies and plans from the SEC’s Office of Compliance, Inspections and Examinations. She also oversaw significant personnel, labor and employment matters, working closely with the agency’s Office of Inspector General, Office of Human Resources, Office of General Counsel and Chief Operating Officer. In addition, she served as member of the SEC’s audit committee, operational risk management committee and budget governance committee.

Earlier in her career, Erica served as Assistant Chief Litigation Counsel in the SEC’s Division of Enforcement Trial Unit where she investigated and litigated numerous complex, high-profile, matters arising out of the 2008 financial crisis and led a number of successful prosecutions, including cases involving insider trading, accounting fraud, violations of the Foreign Corrupt Practices Act and financial reporting.

PRIOR EXPERIENCE

Special Assistant to the President of the United States and Associate Counsel, 2015–2017

Deputy Chief of Staff, U.S. Securities and Exchange Commission, 2012–2015

Counsel to the Chairman, U.S. Securities and Exchange Commission, 2011–2012

Assistant Chief Litigation Counsel, U.S. Securities and Exchange Commission, 2004–2011

Litigation Associate, Arnold & Porter, 1998–2004


Erin Bass-Goldberg is a Managing Director in the New York Office of FW Cook. She joined the firm in 1998 and is located in Philadelphia. Her client assignments have been with both public and private companies in various industries. Erin’s consulting engagements focus on development of executive compensation strategy, design of annual and long-term incentive programs, and transaction-related executive compensation issues.

Erin serves as the independent advisor to Compensation Committees. She is an author and contributor to the firm’s technical papers and studies and is a speaker on executive compensation issues.

Previously, Erin was employed as an executive compensation consultant with The Hay Group and as an auditor and structured finance consultant with Arthur Andersen. She is a graduate of Lafayette College (BA, business and economics) and Columbia Business School (MBA, with concentration in finance and management).

 


Hagen Ganem is a Counsel in the Washington, DC office of Skadden, Arps, Slate, Meagher & Flom LLP.  He concentrates his practice in the areas of corporate governance, general corporate and securities matters, and mergers and acquisitions.  Mr. Ganem focuses primarily on SEC compliance and corporate governance issues, including advice on SEC disclosure and registration questions, annual meetings and proxy statements, responding to shareholder proposals and interacting with shareholders and other stakeholders.  He also advises clients on wide array of other securities regulation, stock exchange and corporate governance issues, trends and best practices.

Prior to joining Skadden in 2012, Mr. Ganem served as an attorney adviser in the SEC’s Division of Corporation Finance, where he handled the legal review of Securities Act and Exchange Act filings, including IPO and business combination registration statements, proxy and information statements, and periodic and current reports. He also served as a member of the Division’s Rule 14a-8 Shareholder Proposal Taskforce, where he was responsible for considering and recommending the disposition of no-action requests seeking to exclude shareholder proposals.


Karen C. Wiedemann is Associate Counsel to the Chief Auditor of the Public Company Accounting Oversight Board. She previously served as an Attorney Fellow in the Division of Corporation Finance, Office of Small Business Policy, of the U.S. Securities and Exchange Commission. Before joining the SEC, she was a partner in the London office of Fried, Frank, Harris, Shriver & Jacobson LLP with a practice focused on private equity and U.S. securities law. Ms. Wiedemann received a B.A., cum laude, from Yale College and a J.D., cum laude, from New York University School of Law, where she served on the Law Review and was elected to the Order of the Coif.


Keir Gumbs is Associate General Counsel, Global Corporate, M&A and Securities, and Deputy Corporate Secretary at Uber Technologies, Inc.  Prior to joining Uber, he was a partner in the corporate and securities practice at Covington & Burling LLP. Keir started his career at the SEC, where he served for six years - first as a staff attorney, later as a Special Counsel in the Office of Chief Counsel in the SEC’s Division of Corporation Finance and finally as counsel to SEC Commissioner Roel Campos. 

Keir is recognized as a leading authority on securities regulation and corporate governance who represents a cross-section of constituencies in securities and governance matters, including companies ranging in size from Fortune 50 companies to venture-backed firms, as well as public pension funds, hedge funds, faith-based investors and trade associations. 

Honors and Rankings

  • Most Influential Black Lawyers, Savoy Magazine (2015)
  • Who’s Who Legal, Corporate, M&A and Governance (2015)
  • "D.C. Rising Star”, National Law Journal (2014)
  • DC Super Lawyers, Securities & Corporate Finance (2014-2015)
  • "Trailblazers Under 40", National Bar Association (2014)
  • America's Leading Business Lawyers, Securities: Regulation: Advisory (2012-2015), Chambers USA
  • “2011 Rising Star of Corporate Governance”, Millstein Center for Corporate Governance and Performance
  • Selected as one of the "People to Watch" in the National Association of Corporate Directors 2011 and 2012 “Directorship 100”


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 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, proxy access and shareholder activism and engagement.  Before joining WilmerHale in 2013, Ms. Brown served in a number of capacities in the SEC’s Division of Corporation Finance, including Counsel to the Division Director.


Mary A. Francis is corporate secretary and chief governance officer for Chevron Corporation, a position she has held since 2015. She provides advice and counsel to the Board of Directors and senior management on corporate governance matters, manages the company’s corporate governance function and serves on the Law Function Executive Committee. She also serves as secretary to the Board, the Executive Committee, and the Board Nominating and Governance Committee.

Previously Francis served as Chevron’s deputy corporate secretary since 2014. Prior positions include: 2012, chief corporate counsel, Corporation Law Department; 2009, general counsel, Chevron Asia Pacific Exploration and Production Company; 2007, managing counsel, Chevron Pipe Line Company and Chevron Shipping Company; 2005, lead senior counsel, Chevron Shipping Company.

Francis is chair of the board of directors of the Chevron Employees Political Action Committee. She is a co-chair of the board of directors of the Council of Institutional Investors. She also serves on the governing board of the San Francisco Symphony; on the board of directors of the American Heart Association, Greater Bay Area; on the board of trustees of the William and Mary Law School Foundation; and on the advisory board of the Weinberg Center for Corporate Governance.

Francis joined Chevron in 2002 as senior trademark counsel in the Corporation Law Department. She earned a bachelor’s degree in economics from Mount Holyoke College in 1986, a Juris Doctor degree from the College of William and Mary in 1990, and a master’s degree in business administration from the Haas School of Business at the University of California, Berkeley, in 2006.


Meredith Cross is a partner in the Securities and Transactional Departments in the New York and Washington D.C. offices of WilmerHale.  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 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 Steering Committee of the Securities Regulation Institute, 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 Trustees of the SEC Historical Society and 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 2014-2020 editions of Chambers USA: America's Leading Lawyers for Business
• Selected by peers for inclusion in the 2005-2020 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. Rappaport is Of Counsel at Shearman & Sterling LLP, an international law firm headquartered in New York, having been a partner at the firm for over 30 years. As a lawyer, she focuses on executive compensation and corporate governance. She currently serves as the Chair of the Board of Trustees of The New School. Her not-for-profit activities have also included membership on the boards of the Legal Aid Society, the New York Women’s Foundation, and Wesleyan University.


Professor Hamermesh is a graduate of Haverford College (1973) and Yale Law School (1976). He practiced law with Morris, Nichols, Arsht & Tunnell, in Wilmington, Delaware from 1976 to 1994.

Prof. Hamermesh is a member and former chair of the Council of the Corporation Law Section of the Delaware State Bar Association (responsible for the annual review and modernization of the Delaware General Corporation Law). From January 2010 to June 2011, he served as senior special counsel in the Office of Chief Counsel of the Division of Corporation Finance of the U.S. Securities and Exchange Commission in Washington, D.C. (advising the Staff of the Commission on matters of state corporate law).

Prof. Hamermesh is the Reporter for the Corporate Laws Committee of the American Bar Association Business Law Section (responsible for the drafting and revision of the Model Business Corporation Act), and from 2001 to 2007 was an elected member of the Committee.  In 2002 and 2003 he also served as Reporter for the American Bar Association’s Task Force on Corporate Responsibility.

Recent publications include: Finding the Right Balance in Appraisal Litigation: Deal Price, Deal Process, and Synergies, 73 Bus. Law. 961 (Fall 2018) (with Michael Wachter); The Importance of Being Dismissive: The Efficiency Role of Pleading Stage Evaluation of Shareholder Litigation, 42 J. Corp. L. 597 (2017) (with Michael Wachter); A Most Adequate Response to Excessive Shareholder Litigation, 45 Hofstra L. Rev. 147 (2016); Director Nominations, 39 Del. J. Corp. L. 117 (2014); and Loyalty’s Core Demand: The Defining Role of Good Faith in Corporation Law, 98 Geo. L. J. 629 (2010) (with Leo E. Strine, Jr., R. Franklin Balotti, and Jeffrey M. Gorris).


Rick E. Hansen is Assistant General Counsel--Corporate, Securities, and Finance--and Corporate Secretary at General Motors Company (Detroit, MI).  Rick joined GM in March 2016.  Prior to joining GM, Rick served as Assistant Corporate Secretary and Managing Counsel at Chevron Corporation (San Ramon, CA) and, before that, Senior Corporate Counsel at Amazon.com, Inc. and Coinstar, Inc. (Seattle, WA).  Before moving in-house, he was an associate in the Corporate Finance group at Perkins Coie LLP (Seattle, WA).  Rick holds a Master of Laws (L.L.M, 2012), with distinction, in Securities and Financial Regulation from Georgetown University Law Center and a Juris Doctor (J.D., 2000), summa cum laude, from Seattle University School of Law.  He serves on the Board of Directors of the Society for Corporate Governance (f/k/a Society of Corporate Secretaries and Governance Professionals).    


Sagar Teotia is currently the Chief Accountant for the U.S. Securities and Exchange Commission (SEC).  In this role, Mr. Teotia leads the dedicated staff in the Commission’s Office of the Chief Accountant.   Mr. Teotia also serves as the principal advisor to the SEC on accounting and auditing matters.  Additionally, Mr. Teotia consults with registrants, auditors, and other industry representatives, and is responsible for assisting the Commission with discharging its oversight of the Financial Accounting Standards Board (FASB) and the Public Company Accounting Oversight Board (PCAOB). 

Prior to joining the SEC, Mr. Teotia was a Partner at Deloitte in the National Office, where he frequently consulted on accounting issues in a number of areas including financial instruments, business combinations, and compensation matters.

Earlier, Mr. Teotia served as a professional accounting fellow in the Office of the Chief Accountant where his responsibilities included providing conclusions on complex accounting issues and actively monitoring current standard setting projects.

Mr. Teotia received a B.S. in accountancy from the University of Illinois at Urbana-Champaign.  He is licensed to practice as a certified public accountant in Illinois. 


Steven A. Rosenblum has been a partner at Wachtell, Lipton, Rosen & Katz since 1989 and serves as co-chair of the firm’s Corporate Department.  He focuses on mergers and acquisitions, takeover defense, corporate governance, shareholder and hedge fund activism, proxy fights, joint ventures and securities law.  Mr. Rosenblum has been recognized by Chambers Global as one of the world’s leading transactional lawyers and by Lawdragon as one of the 500 leading lawyers in America.  He has been selected several times, including in 2019, as a BTI Client Service All-Star by the BTI Consulting Group for his level of dedication and commitment to exceptional client service.

Mr. Rosenblum’s recent significant representations include: Nielsen in the spinoff of its Connect business; Edgewell Personal Care in its acquisition of Harry’s; Envision Healthcare in its sale to KKR; General Motors in its proxy contest with Greenlight Capital; Verizon in its acquisition of Yahoo’s core businesses; Michael Dell in Mr. Dell’s and Silver Lake’s buyout of Dell, Inc. (for which Mr. Rosenblum was named Dealmaker of the Year by The American Lawyer), in Dell’s acquisition of EMC, and in Dell’s Class V stock exchange that took Dell public again; Visa in its acquisition of Visa Europe; Target in the sale of its pharmacy business to CVS; Smucker’s in its acquisition of Big Heart Pet Brands; Energizer in the spinoff of its household products business; Verizon in its acquisition of Vodafone’s 45% interest in Verizon Wireless; tw telecom in its sale to Level 3 Communications; Cracker Barrel in its four consecutive proxy fight victories over Biglari Holdings; PPG Industries in the spinoff and sale of its specialty chemicals business to Georgia Gulf, and in the sale of its joint venture interest in Transitions Optical to Essilor; the board of General Motors in the repurchase of its common stock from the United States Treasury; Ralcorp in its takeover defense and subsequent sale to ConAgra; and Duke Energy in its merger with Progress Energy.  He has also previously represented AT&T in a number of transactions, including the acquisitions of McCaw Cellular, Teleport, TCI and Media One, the IPOs and spinoffs of Lucent and AT&T Wireless, and the sales of AT&T Broadband to Comcast and AT&T to SBC, as well as representing AT&T Wireless in its investment from NTT DoCoMo and its sale to Cingular.

Mr. Rosenblum received his J.D. from Yale Law School in 1982 and his B.A. from Harvard College magna cum laude and Phi Beta Kappa in 1978.  Prior to joining the firm, he was a law clerk to the Honorable Joseph L. Tauro, United States District Court Judge for the District of Massachusetts.

Mr. Rosenblum is a member of the American Law Institute, the American College of Governance Counsel, and the Board of Advisors of the Yale Law School Center for the Study of Corporate Law. He writes and participates in panels and programs on a number of topics and has served as co-chair of the Annual Federal Securities Institute in Miami since 2005.


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.


Ting S. Chen is a partner in Cravath’s Corporate Department. Her practice focuses on mergers and acquisitions, corporate governance and activism and takeover defense. 

Ms. Chen’s clients have included Avon, BDT Capital Partners, British American Tobacco, DHT, DreamWorks Animation, Goldman Sachs, Honeywell, IBM, InterMune, JPMorgan Chase, Kraft, Lundbeck, OneBeacon Insurance, Pitney Bowes, Qualcomm, Starbucks, The Washington Post, White Mountains Insurance and Zale Corporation.

Ms. Chen has been recognized for her work in mergers and acquisitions by The Legal 500 and IFLR1000.  In 2019, she was included in Crain’s New York  Business’s list of “Notable Women in Law.”  In 2017 and 2018, Ms. Chen was named a “Next Generation Lawyer” in the media and entertainment arena by The Legal 500.  In 2015, Ms. Chen was named a “Rising Star” by Law360, recognizing her as one of eight outstanding merger and acquisition lawyers in the nation under the age of 40. 

Ms. Chen was born in Taipei, Taiwan.  She received an A.B. summa cum laude from Harvard University in 2003, where she was elected to Phi Beta Kappa, and a J.D. from Stanford Law School in 2006.  Ms. Chen joined Cravath in 2006 and became a partner in 2014.


Zally Ahmadi is the Director of Corporate Governance & Executive Compensation for D.F. King. Zally oversees the strategic advisory team; she advises clients on topics such as institutional investor/proxy advisory firm voting policies and investor outreach strategy, best practice and trends regarding corporate governance and executive compensation structure and disclosure, and both quantitative and qualitative aspects of executive compensation programs.


Mr. Becker is a Senior Client Partner and Vice Chairman in the Executive Pay & Governance business, based in the firm’s New York office.

Mr. Becker partners with boards and senior executives to create sustainable organizations, enhancing the effectiveness of the board/CEO relationship. He works with groups to design and develop reward programs, aligning executive efforts and results with the success of the company.

Mr. Becker’s financial background provides a grounded perspective on performance measurement and management. Since 2008, Mr. Becker has been included on the Directorship 100, a list published by Directorship magazine recognizing the most influential people who shape agendas and corporate governance issues in boardrooms across America.

Mr. Becker has worked with major public and private corporations across multiple industries. His clients range the spectrum from Fortune 50 companies to pre-IPO start-ups. He has worked with companies involved with initial public offerings, mergers, acquisitions, and divestitures, as well as helped organizations develop new reward philosophies and approaches to support a major change in business direction.

Mr. Becker is a frequent speaker on executive compensation topics and has been quoted in numerous notable publications. He is the co-author/editor of the book: Understanding Executive Compensation & Governance: A Practical Guide (Third Edition).

Mr. Becker received his masters of business administration in finance from Columbia Business School and has a bachelors of business administration in accounting from the University of Massachusetts. He is a licensed CPA in New York State.


Ms. Chiu is counsel in Davis Polk’s Capital Markets Group with an emphasis on advising public companies and their boards of directors on corporate governance, securities law and regulatory requirements. Her representative matters include advising boards and companies on board and disclosure issues, including director independence, board and committee structure, securities law compliance, board leadership structures, board composition, proxy disclosure, listing standards, shareholder proposals, shareholder engagement and relationships, annual meetings, committee charters, listing standards and the impact of proxy advisory firms. Her practice focuses on new developments and changing best practices in governance matters. 

Ms. Chiu contributes regularly with insights on emerging topics for Davis Polk’s Governance Briefings, and has written numerous articles and commentary in other publications. She is a frequent speaker on governance issues and active in the corporate governance community, including at events sponsored by the ABA, Society of Corporate Secretaries & Governance Professionals, TheCorporateCounsel.net’s webcasts and Women’s 100 (Menlo Park and New York), the NACD, the New York Stock Exchange, the International Corporate Governance Network (ICGN), BlackRock, Council of Institutional Investors, National Asian Pacific American Bar Association (NAPABA), NASPP, SIFMA and Tapestry. Her recent speaking topics include shareholder engagement practices, shareholder proposal developments, director nomination and composition trends, proxy access, annual meeting developments, executive compensation, institutional investor policies and governance concerns at public companies. In November 2018, she was the only outside lawyer invited to speak on shareholder proposal issues at the Roundtable on the Proxy Process hosted by the SEC.

Representative clients at Davis Polk include AIG, Comcast, ExxonMobil, FedEx, International Paper, Mastercard, McKesson, MSCI and S&P Global. As a corporate and securities counsel at GE, she advised on corporate governance, securities law disclosure compliance, shareholder outreach and shareholder proposals. She has also represented both issuers and underwriters on a number of significant securities transactions, including one of the largest IPOs in U.S. history and advising newly public companies.

 


Tasha has been Corporate Secretary at S&P Global since 2017.  She supports the S&P Global Board of Directors and provides advice on corporate governance, securities and disclosure matters.  Her team is responsible for advising on all corporate legal matters, including securities, M&A, IP, compensation, vendor agreements and international corporate matters. 

Prior to joining S&P Global, Tasha was a senior associate at Shearman & Sterling LLP where her practice area focused on compensation and benefits (including related securities, regulatory and tax issues) with some employment law and mergers and acquisitions experience. Tasha has represented a wide range of U.S. and international public and private companies, executives and management teams, and compensation committees and boards.

While at Shearman & Sterling LLP, Tasha was seconded to Morgan Stanley for 10 months, where she counseled and partnered with senior officers in management, HR, strategy & execution, finance and tax on complex executive compensation matters on a global and firmwide basis.

Tasha received her BA from University of California, Berkeley and her JD from University of California, Hastings College of the Law.


Mark is a partner in EY’s Assurance Professional Practice Group in Washington, DC where he specializes in matters pertaining to SEC rules and regulations related to financial reporting.  He provides advice on these matters to EY’s engagement teams and clients and is responsible for developing the firm’s technical publications and providing feedback to the SEC on rulemaking proposals.   

Mark joined EY in 2018 after serving 14 years on the staff of the SEC in the Division of Corporation Finance.  Mark was the Chief Accountant of the division from 2013 until his departure. Between 2010 and 2013, he served as an Associate Director supervising the division’s filing review program.  Mark spent the earlier part of his career with the SEC in various management and staff positions within the division’s Office of Chief Accountant and the filing review program. Before joining the SEC, Mark was the Director of Financial Reporting for a large public company and an audit senior manager at a global accounting firm.

Mark earned a Bachelor’s degree in Accounting from the University of Minnesota-Duluth. He is a Certified Public Accountant in the District of Columbia and Minnesota and is a member of the American Institute of Certified Public Accountants.


Marc Treviño is the co-head of Sullivan & Cromwell’s corporate governance practice, the managing partner of its executive compensation group, and a founding member of its financial institutions group. He joined the Firm in 1993 after graduating from Yale Law School (J.D., 1993) and summa cum laude from Princeton University (A.B., Phi Beta Kappa, 1990).

Mr. Treviño is a recognized leader in structuring and counseling senior executives and boards in significant matters involving reputation, overlapping regulatory regimes, fiduciary conflicts and multiple jurisdictions, with a particular emphasis on matters involving financial institutions. Mr. Treviño teaches Corporate Crisis Management at the Yale Law School and is a co-author of The Public Company Deskbook (The Practising Law Institute), which has been hailed as “the bible for securities lawyers” by Fortune.

For over twenty years Mr. Treviño has represented prominent institutions and individuals in their most public and challenging transactions. His clients have included AIG, Anthem, Bank of Butterfield, Bank of New York Mellon, Barclays, Cheniere, CIT Group, The Clearing House Association, Evercore, Fiat Chrysler Automobiles, Fortress, Goldman Sachs Group, ISS, JPMorgan Chase, Kodak, Lending Club, Microsoft, Moody’s, New York Stock Exchange, Priceline, RBS Citizens Financial Group, SandRidge Energy, Sotheby’s, UBS, UNFI, Vector Group, Verily Life Sciences, Volkswagen, Waymo and Wells Fargo & Company. Many of his most important matters are resolved without public attention.

Mr. Treviño also lectures and writes extensively, and is often quoted with respect to corporate governance and compensation matters, including for the American Bar Association, Bank Directors Magazine, The Corporate Counsel, The Corporate Governance Advisor, Society of Corporate Secretaries and Governance Professionals and The Wall Street Journal. He is also on the Advisory Board for the Harvard Law School Program on Corporate Governance.

Recent Recognitions

  • Acquisition International’s Leading Finance and Compensation Expert of the Year, New York (2019)
  • Law360 MVP in Benefits (2018)
  • The Legal 500 Hall of Fame (2018)
  • Chambers USA: America’s Leading Lawyers for Business (2008-2020)
  • The Best Lawyers in America (2007-2020)
  • United States Super Lawyers and New York Super Lawyers (2006-2020)
  • The Legal 500 United States (2009-2018)
  • Conference Board’s Expert Committee on Shareholder Activism
  • Practical Law Company’s Employee Benefits and Executive Compensation Board