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52nd Annual Institute on Securities Regulation

Speaker(s): Adé Heyliger, Ademuyiwa Bamiduro, Alan L. Dye, Alice L. Jolla, CPA, Alma Rosa Montañez , Andrew J. Ceresney, Ann L. Yerger, Benjamin E. Wallace, Brad S. Karp, Brian V. Breheny, Carmen J. Lawrence, Carol Palmer Winig , Colleen P. Mahoney, Cynthia B. Adams, Damian Williams, Dani R. James, Danielle Naftulin, Darrell S. Freeman, Sr., David M. Lynn, Dixie L. Johnson, Donna F. Anderson, Elaine Divelbliss, Elizabeth A. Ising, George S. Canellos, Gerald H. Silk, Gregg M. Galardi, Hon. Allison Herren Lee, Hon. Collins J. Seitz, Jr., Hope D. Mehlman, Ilene B. Marquardt, Iliana Ongun, James Q. Walker, Jane Son, Jeffrey D. Karpf, Jennifer A. Paradise, Jennifer A. Zepralka, Joan E. McKown, John K. Villa, John W. White, Jonathan K. Youngwood, Karen J. Garnett, Keir D. Gumbs, Keith F. Higgins, Kristen Grippi, Lawrence A. Hamermesh, Lillian Brown, Linda Chatman Thomsen, Lindsay McCord, Lona Nallengara, Maeve L. O'Connor, Maja D. Hazell, Manal Sultan, Marc P. Berger, Mark Kronforst, Mark Steward, Mei Lin Kwan-Gett, Meredith B. Cross, Monica Karuturi, Ning Chiu, Patricia O. Vella, Patrick O'Brien, Richard H. Walker, Rick E. Hansen, Sabastian V. Niles, Sagar S. Teotia, Sarah K. Solum, Scott Lesmes, Scott P. Spector, Shelley E. Parratt, Simon M. Lorne, Sophia D. Tawil, Stephanie Avakian, Stephanie Goldstein, Stephen M. Cutler, Stephen W. Ranere, Steven E. Bochner, Susan M. Hannigan, Tamara M. Brightwell, Ted Yu, Thomas J. Kim, Tracy Stewart, CFA, CIPM, William H. Hinman, William R. McLucas, Zally Ahmadi
Recorded on: Nov. 4, 2020
PLI Program #: 275434

Ning advises companies and their boards of directors on corporate governance, securities regulation and emerging trends. For over 20 years, she has advised companies of all stages and sizes on a range of matters involving their boards, including on matters of director independence, board and committee composition and structure, board policies and practices, board evaluations and succession planning, securities regulation, proxy disclosure, listing standards, stakeholder relations, shareholder proposals, shareholder engagement, shareholder activism in all forms, proxy advisory services and ESG matters.  

She counsels clients on emerging trends and developments and responding to evolving best practices. Ning is a frequent speaker and author on governance issues and is active in the corporate governance community. 


Brian V. Breheny is a partner and leads the SEC Reporting and Compliance practice for Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates In Washington, DC. 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.

Mr. Breheny is a member of Skadden’s Policy Committee, which is the firm’s highest governing body, and also serves as co-chair of Skadden’s global Diversity Committee.

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.

In his position as Chief of the Office of Mergers and Acquisitions, Mr. Breheny oversaw the legal and technical aspects of the administration of the Securities Act of 1933 as it related to tender offers and mergers; the proxy, beneficial ownership reporting, tender offer and going-private provisions of the Securities Exchange Act of 1934; and the rules, regulations, forms and procedures promulgated to implement these statutory provisions. As Deputy Director, he was a member of the senior staff of the commission with responsibility for the division’s legal and regulatory policy support offices (chief counsel, chief accountant, merg­ers and acquisitions, international corporate finance, rulemaking, small business policy and enforcement liaison).

Before joining the SEC, Mr. Breheny worked at another international law firm in its New York and London offices. During his previous seven years in private practice, he advised clients engaged in a broad range of merger and acquisition transactions, securities issuances, private equity investments, banking and public financings, fund formations and corporate reorganiza­tions. Mr. Breheny began his career as a Certified Public Accountant with KPMG LLP.

Mr. Breheny has served as a member of the board of directors of the Society for Corporate Governance, currently serves as chair of the Society's diversity taskforce and has repeatedly been recognized by the National Association of Corporate Directors as part of its Directorship 100, a list of the most influential people in and around the boardroom. He has lectured extensively on topics such as mergers and acquisitions, corporate governance and the federal proxy rules, and shareholder voting. Mr. Breheny also has served as an adjunct securities law faculty member at the Georgetown University Law Center and Howard University School of Law.

Jerry Silk's practice focuses on representing institutional investors on matters involving federal and state securities laws, accountants' liability, and the fiduciary duties of corporate officials, as well as general commercial and corporate litigation.  He also advises creditors on their rights with respect to pursuing affirmative claims against officers and directors, as well as professionals both inside and outside the bankruptcy context. 

Jerry is a member of the firm's Executive Committee. He also oversees the firm's New Matter department in which he, along with a group of attorneys, financial analysts and investigators, counsels institutional clients on potential legal claims. In December 2014, Jerry was recognized by The National Law Journal in its inaugural list of “Litigation Trailblazers & Pioneers” — one of several lawyers in the country who have changed the practice of litigation through the use of innovative legal strategies — in no small part for the critical role he has played in helping the firm’s investor clients recover billions of dollars in litigation arising from the financial crisis, among other matters.  

In addition, Lawdragon magazine, which has named Jerry one of the "100 Securities Litigators You Need to Know," one of the "500 Leading Lawyers in America," and one of America's top 500 "Rising Stars" in the legal profession, also profiled him as part of its “Lawyer Limelight” special series, discussing subprime litigation, his passion for plaintiffs’ work and the trends he expects to see in the market. Recognized as one of an elite group of notable practitioners, Chambers USA’s ranked Jerry nationally “for his expertise in a range of cases on the plaintiff side.” He is also named as a "Litigation Star" by Benchmark, is recommended by the Legal 500 USA guide in the field of plaintiffs’ securities litigation, and has been selected by Thomson Reuters as a Super Lawyer every year since 2006.

In the wake of the financial crisis, he advised the firm's institutional investor clients on their rights with respect to claims involving transactions in residential mortgage-backed securities (RMBS) and collateralized debt obligations (CDOs).  His work representing Cambridge Place Investment Management Inc. on claims under Massachusetts state law against numerous investment banks arising from the purchase of billions of dollars of RMBS was featured in a 2010 New York Times article by Gretchen Morgenson titled, "Mortgage Investors Turn to State Courts for Relief."

Jerry also represented the New York State Teachers' Retirement System in a securities litigation against the General Motors Company arising from a series of misrepresentations concerning the quality, safety, and reliability of the Company's cars, which resulted in a $300 million settlement. He was also a member of the litigation team responsible for the successful prosecution of In re Cendant Corporation Securities Litigation in the District of New Jersey, which was resolved for $3.2 billion. In addition, he is actively involved in the firm's prosecution of highly successful M&A litigation, representing shareholders in widely publicized lawsuits, including the litigation arising from the proposed acquisition of Caremark Rx, Inc. by CVS Corporation — which led to an increase of approximately $3.5 billion in the consideration offered to shareholders.

Jerry lectures to institutional investors at conferences throughout the country, and has written or substantially contributed to several articles on developments in securities and corporate law, including his most recent article, "“SEC Statement On Emerging Markets Is A Stunning Failure,” which was published by Law360 on April 27, 2020.

He has also been a commentator for the business media on television and in print. Among other outlets, he has appeared on NBC’s Today, and CNBC’s Power Lunch, Morning Call, and Squawkbox programs, as well as being featured in The New York Times, Financial Times, Bloomberg, The National Law Journal, and the New York Law Journal.

Adé Heyliger is a partner in Weil’s Public Company Advisory Group and is based in Washington, D.C. He regularly advises public companies, corporate boards and foreign private issuers on a broad range of Securities & Exchange Commission (SEC) disclosure and regulatory matters, securities regulation, corporate governance and compliance issues. His diverse practice encompasses counseling companies on corporate and securities law compliance in mergers and acquisitions, private equity investments, capital markets transactions and bankruptcy/ restructuring matters. Mr. Heyliger also advises public companies on matters relating to shareholder activism, including proxy contests, shareholder engagement and shareholder proposals, and provides day-to-day counsel on a variety of corporate governance, disclosure and regulatory issues.

Prior to joining Weil, Mr. Heyliger served for five years in the SEC’s Division of Corporation Finance, where he provided interpretive advice and guidance relating to domestic and cross-border M&A transactions, going-private transactions, and reviewed numerous proxy contests, shareholder proposals and a variety of registration statements and other filings. Prior to the SEC, Mr. Heyliger worked in the investment banking division at Merrill Lynch, focusing on M&A, debt and equity transactions in the Telecom, Media and Technology sectors.

Mr. Heyliger is recognized as a “Leading Lawyer” for Shareholder Activism: Advice to Boards and is recommended for Corporate Governance by Legal 500 US. He is also recognized by Who’s Who Legal for M&A and Corporate Governance. Mr. Heyliger is a former Chair of the Federal Regulation of Securities: Proxy Statements and Business Combinations Subcommittee of the American Bar Association and a former Co-Chair of the DC Bar Association Mergers & Acquisitions Committee. Mr. Heyliger has also served as an Adjunct Professor of “Takeovers, Mergers & Acquisitions” at Georgetown University Law Center, which, to date, has been attended by more than 100 members of the SEC Staff via the SEC University Program. He is a frequent speaker and author on SEC disclosure requirements, securities regulation and corporate governance matters and developments.

Mr. Heyliger holds a J.D., cum laude, from Harvard Law School, and a M.B.A. in Finance from The Wharton School, University of Pennsylvania. He received his B.S. in Finance, cum laude, from University of Maryland.

Ademuyiwa is an Associate General Counsel at Facebook, and handles the company’s data governance and disclosure matters in North America.  Focusing primarily on the protection of user data, Ademuyiwa advises on data disclosure matters in response to legal process and data requests from governmental and regulatory agencies and third-parties, leads related litigation efforts, and supports and counsels the company’s law enforcement response team.  Prior to joining Facebook, Ademuyiwa worked at White & Case LLP, focusing on white-collar and government investigations.  Before then, he served almost a decade as an Assistant United States Attorney in the United States Attorney’s Office for the District of Columbia.  And prior to his tenure as a federal prosecutor, Ademuyiwa served as a judicial law clerk for the late Honorable Damon J. Keith, a Senior Judge on the United States Court of Appeals for the Sixth Circuit.   

Alan Dye is a partner with Hogan Lovells in the firm’s Washington, DC office.  Alan’s practice is focused on advising public companies and their boards of directors regarding compliance with the federal securities laws, particularly SEC reporting requirements, annual meeting and proxy-related rules, executive compensation disclosure requirements, beneficial ownership reporting requirements, and insider trading restrictions.  Alan also counsels public companies on corporate governance practices, proxy advisory firm policies, compliance with the listing standards of the national stock exchanges, and investor outreach and engagement. Alan is ranked in Band 1 nationwide for securities advisory work by Chambers USA and has been included in Best Lawyers (America) since 2006 and Who's Who Legal of International Corporate Governance Lawyers since 2009.

Before joining Hogan Lovells, Alan served on the staff of the Securities and Exchange Commission, spending two years in the Division of Corporation Finance (including one year in the Office of Chief Counsel) and then two years as Special Counsel to the Chairman.

Alan is a former adjunct professor of securities law at the Georgetown University Law Center. He is an active member of the American Bar Association and formerly chaired the Administrative Law Section's Committee on Securities Commodities and Exchanges. Alan has been a member of the Securities Law Committee of the Society for Corporate Governance for over 15 years.  He has written extensively on various issues under the federal securities laws, including his co-authorship (with Peter Romeo) of the Section 16 Treatise and Reporting Guide (2019) and the Section 16 Forms and Filings Handbook (2014).  Alan also moderates a discussion forum on, a website devoted to developments under and compliance with Section 16 of the Securities Exchange Act of 1934.

Alice L. Jolla was named the Chief Accounting Officer and Corporate Vice President, Corporate Finance and Services at Microsoft, effective July 31, 2020. An expert in financial processes, she leads a world-class, diverse global team responsible for corporate accounting, financial reporting, shared services, business intelligence, and controls and compliance. Previously, Jolla served as the Microsoft Corporate Controller responsible for the Corporate Accounting function.

Before joining Microsoft Corporation in 2007, Jolla completed a two-year industry fellowship with the Financial Accounting Standards Board. She has a wealth of industry experience from various accounting and finance positions within Microsoft Corporation, Dow Chemical Company, and Union Carbide Corporation.

Jolla holds a Bachelor of Science in accounting from Louisiana State University and a Master of Business Administration from the University of Charleston. She is a licensed certified public accountant. Jolla is a member of the Financial Accounting Standards Advisory Council (FASAC) and a supporter of professional and civic organizations including Financial Executives International Board of Directors, where she serves as national secretary and is a member of the Committee on Corporate Reporting, American Institute of Certified Public Accountants, National Association of Black Accountants Corporate Advisory Board, and Alpha Kappa Alpha Sorority.

Allison Herren Lee was appointed by President Donald Trump to the U.S. Securities and Exchange Commission, unanimously confirmed by the U.S. Senate, and sworn into office on July 8, 2019.

Commissioner Lee brings to the SEC over two decades of experience as a securities law practitioner. Most recently, she has written, lectured, and taught courses internationally in Spain and Italy on financial regulation and corporate law. Commissioner Lee served for over a decade in various roles at the SEC, including as counsel to Commissioner Kara Stein, and as Senior Counsel in the Division of Enforcement’s Complex Financial Instruments Unit. In addition, she has served as a Special Assistant U.S. Attorney, was a member of the American Bar Association’s former Committee on Public Company Disclosure, and participated on a USAID project in Armenia, assisting in the drafting of periodic reporting and disclosure provisions for a comprehensive law of the Republic of Armenia on Securities Market Regulation.

Prior to government service, Commissioner Lee was a partner at Sherman & Howard LLC, focusing on securities, antitrust, and commercial litigation. A member of the Colorado bar, she holds a bachelor’s degree in Business from the University of Colorado and a JD from the University of Denver College of Law, where she was salutatorian, a Chancellor’s Scholar, and served on the Law Review.

Andrew J. Ceresney is a partner in the New York office and Co-Chair of the Litigation Department.

Mr. Ceresney represents public companies, financial institutions, asset management firms, accounting firms, boards of directors, and individuals in federal and state government investigations and contested litigation in federal and state courts. Mr. Ceresney has many years of experience prosecuting and defending a wide range of white collar criminal and civil cases, having served in senior law enforcement roles at both the United States Securities and Exchange Commission and the U.S. Attorney’s Office for the Southern District of New York. Mr. Ceresney also has tried and supervised many jury and non-jury trials and argued numerous appeals before federal and state courts of appeal.

Mr. Ceresney is ranked in the top band for Securities Enforcement by Chambers USA (2019) where he is lauded by fellow practitioners and clients as “knock-your-socks-off impressive” and “incredibly strategic.” He is praised for being a “marquee name” in the market with a “compendious knowledge of the facts” and an “extraordinary memory.” He is also recognized by Chambers USA (2019) as a leading practitioner in White Collar Crime and Criminal Defense, where clients credit his “unparalleled industry experience” and ability to deliver “strategic insights we’ve not received from other firms.”

Mr. Ceresney has also been similarly recognized by The Legal 500 US (2018).

Prior to rejoining Debevoise in 2017, Mr. Ceresney served for nearly four years as the Director of Enforcement at the SEC under Chair Mary Jo White. In that role, he oversaw approximately 1,400 SEC personnel, supervising law enforcement efforts in 12 offices throughout the country, including matters related to financial reporting and accounting, asset management, insider trading, market structure, and the Foreign Corrupt Practices Act (FCPA). Under his leadership, the Division brought a record number of cases, including pathbreaking and significant cases across the entire spectrum of the securities industry. Mr. Ceresney also helped broaden the use of the SEC’s analytical tools to detect and investigate financial misconduct, while enhancing the Enforcement Division’s litigation capacity and improving morale. As Director of Enforcement, Mr. Ceresney worked closely with the high-level leadership of other regulators, including the Department of Justice, many U.S. Attorney’s offices, CFTC, New York Attorney General, New York Department of Financial Services, FINRA and CFPB.

Prior to joining the SEC in 2013, Mr. Ceresney Co-Chaired the White Collar & Regulatory Defense Group at Debevoise. During that time, he represented various financial institutions, accounting firms, companies and individuals, including a major financial institution in investigations and litigation relating to origination, securitization and servicing of mortgages. Mr. Ceresney played an integral role in negotiating the historic $25 billion national mortgage settlement between the federal government, 49 state attorneys general and some of the country’s largest banks. His practice focused on a wide range of issues, including securities-related and money laundering for financial institutions, and investigations and civil matters relating to accounting fraud, FCPA, valuation issues, complex financial instruments, insider trading and disclosure issues. He also handled matters involving the pharmaceutical industry, including government investigations of promotional practices and class action litigation.

Prior to joining Debevoise in 2003, Mr. Ceresney served as a Deputy Chief Appellate Attorney in the U.S. Attorney’s Office for the Southern District of New York. During his tenure at the U.S. Attorney’s Office, Mr. Ceresney was a member of the Securities and Commodities Fraud Task Force and the Major Crimes Unit and handled numerous white collar criminal investigations, trials and appeals, including matters relating to securities fraud, mail fraud, money laundering, public corruption and obstruction of justice.

Mr. Ceresney served as a law clerk to the Hon. Dennis Jacobs, formerly Chief Judge of the U.S. Court of Appeals for the Second Circuit from 1997 to 1998; and the Hon. Michael B. Mukasey, formerly Chief Judge of the U.S. District Court for the Southern District of New York, from 1996 to 1997. Mr. Ceresney received his J.D. in 1996, from Yale Law School, where he was essays editor of the Yale Law Journal. He obtained his B.A. summa cum laude Phi Beta Kappa, from Columbia University in 1993.

Mr. Ceresney is a member of the Board of Advisors of the Yale Law School Center for the Study of Corporate Law.



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.

Carmen Lawrence is a partner in King & Spalding’s Special Matters and Government Investigations practice group and co-head of the firm’s securities enforcement and regulation practice.

Ms. Lawrence's practice focuses on representing parties in investigations and litigations conducted primarily by the US Securities and Exchange Commission, US Commodity Futures Trading Commission, US Department of Justice, self-regulatory organizations and state securities regulators, conducting internal investigations, providing crisis management advice to public and private companies and counseling public companies and regulated entities (broker-dealers and investment advisers) on their obligations under the federal securities laws.

From 1996 until June 2000, Ms. Lawrence was the Regional Director for the SEC's Northeast Regional Office (covering 14 states and the District of Columbia), where she oversaw all enforcement and regulatory operations in the SEC's largest region.  Some of the SEC's most significant cases were brought by the Northeast Regional Office under Ms. Lawrence's leadership.

Before her appointment as regional director, from 1990 through 1995, Ms. Lawrence served as Senior Associate Regional Director, heading up the Northeast Regional Office's Enforcement Division.  From 1981 to 1989, she served in various staff and senior positions in the Enforcement Division.

Ms. Lawrence received numerous awards during her tenure at the SEC, including the Equal Employment Opportunity Award in 1998; the Presidential Distinguished Executive Award in 1995; the Stanley Sporkin Award in 1993; and the Irving M. Pollack Award, presented to an enforcement lawyer exhibiting leadership, integrity and intellect, in 1990. 

Ms. Lawrence is consistently recognized by Chambers USA: America's Leading Lawyers for Business as a leading individual for Securities Regulation and for Litigation: White-Collar Crime & Government Investigations.  She is consistently recognized by Legal 500 in Litigation: White-Collar Criminal Defense, and is additionally recognized in Financial Services: Litigation.  She is also consistently recognized by Benchmark: Litigation as a New York Litigation Star. She was named to Securities Docket’s inaugural “Enforcement 40” list of top SEC enforcement lawyers in 2013.

Ms. Lawrence has spoken extensively and participates in numerous continuing legal education programs for federal securities law matters.

Carol Palmer Winig is a Partner in Forensics & Integrity Services.  She has over 30 years of professional service experience. Her area of focus includes fraud and forensic accounting, corporate internal investigations and anti – corruption and litigation advisory services in a wide variety of industries. Carol is the Americas leader of Forensic Services for audit clients. This includes evaluating the sufficiency of the client’s investigation to the audit team to rely on the investigative conclusions for the audit.

Before joining Ernst & Young’s Forensics & Integrity Services Practice, Carol used her technical accounting experience as a member of EY’s Professional Practice Group.   In that role, she consulted with engagement teams on a variety of technical accounting matters including revenue recognition, compensation, purchase accounting and asset impairment.  

Prior to joining EY, Carol was an audit partner at Arthur Andersen LLP. Her 14 years in the audit practice included a two-year rotation in Silicon Valley serving clients such as Cadence Design Systems, Nuance and SAP. 

Carol received a Bachelor of Science degree in Business Administration from Boston College with double concentration in accounting and computer science.   She is a member of the Counsel for Woman of Boston College and on the Board of the New England Legal Foundation.


Colleen P. Mahoney heads the firm's Securities Enforcement 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.


Cynthia Bookhart Adams is Managing Director and Head of Litigation, Regulatory and Employment Legal at Jefferies LLC, a global investment banking firm.  She leads the team responsible for a wide array of litigation, enforcement, and employment matters, including internal investigations, regulatory and compliance advice, and firm-wide policy initiatives. 

Prior to Jefferies, Cynthia held senior in-house legal roles at Morgan Stanley and Citigroup Global Wealth Management.  She joined Citigroup from WilmerHale, where she represented financial institutions in regulatory investigations and other matters.  Prior to WilmerHale, she served as an enforcement attorney in the New York office of FINRA (then NASD Regulation).  Cynthia began her legal career at Sullivan & Cromwell, following a federal clerkship for the Hon. Emmet G. Sullivan in the U.S. District Court for the District of Columbia.  She earned her law degree with honors from Howard University School of Law, and her undergraduate degree from the College of William & Mary.

Cynthia serves on the Executive Committee of the Compliance and Legal Society for the Securities Industry and Financial Markets Association (SIFMA), the leading industry group for the financial services industry.  She is also a member of the American Bar Association and the National Bar Association.  She frequently speaks on panels regarding ethics for legal and compliance professionals, best practices for regulatory and internal investigations, and success strategies for diverse counsel.  

Cynthia currently serves on the Board of Directors of the Northside Center for Child Development, a non-profit providing expert behavioral, mental health, education and enrichment programs to economically disadvantaged children and families in Harlem and Brooklyn.  At Jefferies, she has served on the Steering Committee of jWIN, the firm’s women’s leadership initiative, and on the Steering Committee for J-NOBLE, the Jefferies Network of Black and Latino Employees.


Damian Williams is the Chief of the Securities and Commodities Fraud Task Force at the United States Attorney’s Office for the Southern District of New York.  Prior to assuming that position, Mr. Williams investigated and prosecuted a wide array of significant securities fraud and public corruption offenses and tried over a dozen cases to verdict. 

Mr. Williams holds degrees from Harvard University, Cambridge University, and Yale Law School.  He served as a law clerk to Justice John Paul Stevens at the United States Supreme Court and Judge Merrick B. Garland at the United States Court of Appeals for the D.C. Circuit.

Dani R. James is a partner in the New York office of Kramer Levin Naftalis & Frankel LLP, where she is co-chair of the White Collar Defense and Investigations practice.

Dani represents executives, directors and officers, and other individuals, as well as companies, in sensitive, complicated and often high-profile criminal and regulatory trials, hearings, investigations and other proceedings conducted by federal and state agencies, including the U.S. Department of Justice, the Securities and Exchange Commission, the U.S. Attorney’s Office and the Manhattan District Attorney’s Office, among other agencies. A former federal prosecutor, Dani defends clients in a broad range of white collar criminal and regulatory matters, including allegations of insider trading, market manipulation, public corruption, bid-rigging, tax fraud and violations of the Foreign Corrupt Practices Act.

In addition to criminal matters, Dani handles complex civil litigation on behalf of corporations, directors and officers, and others, representing them in securities class actions, shareholder derivative suits and civil racketeering cases, as well as complex business disputes. She also conducts corporate internal investigations and provides counsel to audit committees and special litigation committees on compliance matters.

Dani’s most recent notable work includes the successful representation of New York City Mayor Bill de Blasio in federal and criminal investigations and a former Barclays banker in a civil fraud suit brought by the Department of Justice relating to mortgage-backed securities.

From 1999 to 2003, Dani served as an Assistant U.S. Attorney in the Southern District of New York, representing the United States as lead counsel in a wide variety of federal criminal cases involving securities fraud, bank fraud, money laundering, international narcotics trafficking, racketeering and violent offenses, as well as appeals before the U.S. Court of Appeals for the Second Circuit. Prior to joining the firm in 2007, Dani served as assistant visiting professor at the Benjamin N. Cardozo School of Law, where she taught courses on criminal law and conducted extensive research on federal sentencing issues.


Danielle Naftulin's practice focuses on the representation of issuers and venture capital investors in the formation and financing of emerging technology and life sciences companies. She also counsels emerging companies with respect to mergers and acquisitions, recapitalizations, spin-outs and general corporate matters, and she has experience representing companies with respect to their initial public offerings and various other public financing and strategic transactions. Danielle also advises public companies with respect to their reporting requirements and corporate governance obligations.

Danielle has been a guest speaker on venture capital transactions and other corporate matters at UCLA School of Law, Santa Clara University School of Law and Stanford Law School.


UCLA School of Law 
JD, 2000

University of Michigan, Ann Arbor 
AB, 1997, History, with honors 

Bar Admissions



Darrell S. Freeman, Sr. is the chairman and majority owner of S3 Recycling Solutions, an information technology recycling firm. He is also executive managing director of Zycron, a division of BG Staffing, Inc. Zycron is an IT services firm he founded in 1991 in Nashville, Tenn., and sold for $20 million in 2017. He was the 2019 Junior Achievement of Middle Tennessee Nashville Business Hall of Fame Laureate, and he most recently became a Board Member at BlueCross BlueShield of Tennessee.

Darrell has helped take two companies public on the Nasdaq and the New York Stock Exchange. As co-founder and co-organizer of Tennessee-based Reliant Bank (Commerce Union Bank (NASDAQ)), Freeman serves on the Board of Directors.

Darrell’s other entrepreneurial efforts include: co-founder and chairman of Pinnacle Construction Partners which provides a full range of preconstruction planning and construction management services for the public and private sector; and owner of DC Partners, a real-estate development firm.

Darrell has a long-standing commitment to the community. He served two terms as chairman of the Nashville Area Chamber of Commerce and as former chairman of the 100 Black Men of Middle Tennessee, he led the organization to achieve chapter of the year in 2005. Other organizations for which Freeman serves or has served on the board are: Cross Country Healthcare, Middle Tennessee State University Board of Trustees, Nashville Health Care Council, Tennessee Board of Regents, Centennial Medical Center, Stone Crest Medical Center, Nashville Community Foundation, the Nashville Downtown Rotary Club, the Federal Reserve Advisory Board, the African American Museum of Music Art and Culture, and the Nashville Broadband Task Force.

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, The Corporate Counsel, 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.

Dixie Johnson represents businesses and individuals in securities enforcement investigations and conducts internal investigations for corporate board committees and companies. As a partner on our Securities Enforcement and Regulation team and our Special Matters and Government Investigations team, Dixie serves as Deputy Practice Group Leader for Government Matters, a collection of ten government-facing practices within our firm.  She appears regularly before the SEC, DOJ, FINRA, PCAOB and other federal and state authorities. Since she joined King & Spalding in early 2014, the government has closed almost thirty investigations without charging Dixie's clients.

Dixie brings to her clients solid judgment and strategic insight from over 30 years of experience in representing public companies, financial institutions, investment managers, broker-dealers, public accounting firms, boards of directors and boards of trustees, law firms, corporate officers and others. She is widely recognized as a legal industry leader in securities enforcement, regulatory compliance, corporate governance and crisis management.

Board committees call on Dixie to investigate accounting and disclosure-related whistle-blower allegations and look to her for guidance in times of crisis.  She regularly interacts with lead directors, presiding directors, and non-executive board chairs from many of the largest companies in the world. She is a Fellow of the American College of Governance Counsel and served for five years as a member of the Lead Director Network, regularly interacting with lead directors, presiding directors, and non-executive board chairs from many of the largest companies in the world.

Public companies and regulated entities seek Dixie's representation in complex securities-related government investigations. C-Suite officers and other professionals look to Dixie for representation in internal and SEC or other investigations when their careers are on the line. She is a lawyer's lawyer, representing law firms and lawyers under scrutiny. She analyzes lessons learned and especially enjoys counseling clients on how to avoid problems in the future.

Chambers USA, Legal 500, Benchmark, Who’s Who, Best Lawyers and others all consistently rank Dixie as a leading lawyer, and Chambers included our practice on the 2017 short list of firms for Securities and Financial Services Regulation. In 2017, Chambers wrote that Dixie “wins praise across the board for her ‘terrific relationship with the SEC’” and noted her “expert, broad-based enforcement practice.” Dixie also has served in multiple leadership roles within the American Bar Association, including as co-Chair of the Fellows Committee, Business Law Section Chair and as Chair of the Federal Regulation of Securities Committee. She is a member of the Board of Trustees for the Legal Aid Society of Washington, D.C. and of the Board of Advisors for the SEC Historical Society. Before becoming a lawyer, Dixie served for six years as a public school teacher in Albuquerque, New Mexico.

Elaine Divelbliss is the General Counsel and Head of People for Kargo Global, Inc., a mobile brand advertising company with operations throughout the US and APAC.  Prior to joining Kargo, Elaine was the General Counsel of Virgin Mobile USA and Senior Counsel at Sprint Corporation, where she advised the Assurance Wireless brand, a Lifeline service for low-income consumers, from its founding. She received her BA and JD degrees from the University of Pennsylvania, and started her legal career in the litigation department of Simpson Thacher & Bartlett LLP (sharing an office with the inimitable Maja Hazell).  Elaine lives in Ridgewood, NJ with her husband and three children and in her spare time enjoys running for autism fundraising, traveling with her family and, during COVID, honing her DIY home improvement skills.

Elizabeth (Beth) Ising is a partner in the Washington, DC office of Gibson, Dunn & Crutcher LLP specializing in securities regulation and corporate governance matters.  She is also co-chair of the firm’s Securities Regulation & Corporate Governance practice group.

She is a fellow of the American College of Governance Counsel, a member of the Board of Directors of the Society for Corporate Governance and a member of the Advisory Boards at the John L. Weinberg Center for Corporate Governance at the University of Delaware and at Northwestern University’s Securities Regulation Institute.

Beth graduated with high honors from the University of North Carolina School of Law in 2000. She was a member of Order of the Coif and was inducted into the James E. and Carolyn B. Davis Society.

Beth has been recognized by Chambers USA as a leading securities regulation attorney. And BTI Consulting named her an MVP on its 2019 BTI Client Service All-Stars lists, recognizing the “lawyers who truly stand out as delivering the absolute best client service time and time again” as determined by a poll of corporate counsel.

George S. Canellos is a partner in the law firm of Milbank LLP and heads its litigation department.  In 2014, Mr. Canellos rejoined Milbank, where he had been a litigation partner from 2003 to 2009.  Until January 2014, Mr. Canellos served as Co-Director of the Securities and Exchange Commission’s Division of Enforcement.  He earlier served as the Division’s Acting Director and Deputy Director.  In these positions, Mr. Canellos was responsible for supervising the SEC’s nationwide enforcement efforts.  From July 2009 until May 2012, Mr. Canellos was Director of the SEC's New York Regional Office, which has responsibility for oversight of many of the leading broker-dealers, investment advisers, and other SEC-registered financial institutions. Mr. Canellos began his career as an associate at Wachtell, Lipton, Rosen & Katz. In 1994, he became an Assistant United States Attorney in the Southern District of New York.  During almost nine years at the U.S. Attorney's Office, Mr. Canellos held a number of positions, including Chief of the Major Crimes Unit, Senior Trial Counsel of the Securities and Commodities Fraud Unit, and Deputy Chief Appellate Attorney. Mr. Canellos is a graduate of Harvard College and Columbia University School of Law.

Gregg Galardi is a restructuring attorney with broad global experience. Gregg has represented some of the most well -known debtors and distressed borrowers in the world, in a wide variety of industries. Gregg has over 25 years of experience in both in court and out of court restructurings and reorganizations. He also serves the firm's sponsor client base and portfolio company clients in distressed M&A and special situations.

Gregg is a Fellow of the American College of Bankruptcy. He formerly served as an adjunct professor at Vanderbilt Law School and is a frequent speaker on Chapter 11 issues.

Gregg has garnered significant accolades for his work, including recognition as a “Star Individual” by Chambers & Partners. Chambers USA has recognized Gregg in the area of Bankruptcy/Restructuring. His “reputation as an outstanding practitioner precedes him,” as he “is considered one of the foremost restructuring experts in the country,” with “a very strong track record in large debtor cases.” In addition, he has been praised for his “understanding of client objectives” and for “wanting to execute aggressively and take a pragmatic approach in reaching those goals.” Gregg “does a great job of being succinct and capturing issues in a way that can be digested by business people.” In 2013 and 2014, the Global M&A Network honored Gregg as one of the Top 100: Global Restructuring and Turnaround Professionals. The Legal 500 United States has recommended him, as he has a “wealth of experience.”


  • JD, cum laude, University of Pennsylvania Law School, University of Pennsylvania Law Review
  • PhD (Philosophy), University of Pennsylvania
  • MA (Economics), University of Pennsylvania
  • BA, cum laude, University of Pennsylvania


Hope Mehlman is Executive Vice President, General Counsel and Corporate Secretary for Bank of the West and is a member of the Bank's Executive Management Committee.

Hope oversees the Bank’s legal activities and regulatory relations functions. She leads the design and execution of the Bank’s legal and regulatory strategy while fostering a culture of risk awareness and accountability.

In addition to her responsibilities at Bank of the West, Hope also serves as Corporate Secretary for BNP Paribas USA, Inc., and is a member of the BNPP USA Executive Management Committee.

Hope serves as member of independent Oversight Committee for Best Practices Principles Group for shareholder voting research. She was the recipient of the Corporate Secretary’s 2019 Governance Professional of the Year (Large Cap) Award. Additionally, Global Proxy Watch recognized Hope in its 2019 Stars list of ten people around the world who have had a breakthrough impact in governance. Hope previously served as Co-Chair of the Board of Directors of the Council of Institutional Investors, a member of Broadridge’s Independent Steering Committee and President, Southeastern Chapter of the Society for Corporate Governance.

Before joining Bank of the West, Hope served as Executive Vice President, Corporate Secretary, Chief Governance Officer and Deputy General Counsel for Regions Financial Corporation. Prior to Regions, Hope was a partner in a private practice focused on a full range of corporate governance, regulatory, compliance, and other issues affecting financial institutions’ operations.

Hope holds a Bachelor of Arts degree from Cornell University, a juris doctor degree from Seton Hall University Law School and a LL. M. in Taxation from NYU School of Law.

Ilene Marquardt is lead counsel for Wells Fargo Advisors’ retail brokerage operations.  In this role, Ilene heads a team of thirty professionals who provide legal advice and counseling for all products, services and operations within the Wells Fargo Advisors Line of Business, including First Clearing and FInNet.  Ilene is a member of the WFA Operating Committee and serves on multiple other WFA business, legal, compliance and risk working groups and committees that support the WFA channel.

Before joining Wells Fargo in February 2019, Ilene spent more than 24 years at UBS (originally PaineWebber) where she held multiple roles including Head of Litigation and Regulatory for Wealth Management US, Interim General Counsel for Wealth Management US and Head of Regulatory for Region Americas.  Ilene is also an appointed member of the FINRA National Adjudicatory Council, and serves on SIFMA’s Compliance and Legal Executive Committee.  Before joining PaineWebber in 1994, Ilene was a litigation associate in NY at Morgan Lewis and Bockius.

Ilene has a B.A. from Northwestern University, and a J.D. from New York University School of Law.  She is a member of the New York and New Jersey bars.

Iliana Ongun is a special counsel in the New York office of Milbank and a member of the firm’s Corporate Group. Ms. Ongun advises both public and private companies in a wide range of industries in connection with mergers and acquisitions transactions, including cross-border and domestic acquisitions and divestitures, joint ventures, private equity transactions and spin-offs.  Ms. Ongun also advises companies with respect to shareholder activism, takeover defense strategies and other corporate governance matters. 

Ms. Ongun is Secretary of the New York City Bar Committee on Mergers and Acquisitions and Corporate Control Contests. Since 2016, Ms. Ongun has been named a “Rising Star” by Super Lawyers magazine. Ms. Ongun received a B. A. from Yale University and a J.D. from Harvard Law School. She is admitted to practice in the State of New York.

James Walker is a partner in the New York office of Perkins Coie LLP, where he also serves as that office’s Loss Prevention Partner.  He concentrates in government investigations and professional liability. Mr. Walker represents companies and senior executives in government investigations, civil litigation, and employment matters, and defends law firms and lawyers in malpractice claims, disqualification motions and professional conduct advice. Mr. Walker Chairs the New York County Lawyer’s Association Committee on Professional Ethics, is on the Editorial Board of the ABA/BNA Lawyers’ Manual on Professional Conduct and Law360’s Legal Ethics Editorial Advisory Board, and is a member of the New York State Bar Association’s Committee on Standards of Attorney Conduct (COSAC) and Committee on Professional Ethics. He also serves on the New York City Bar’s Diversity, Equity & Inclusion Committee. Mr. Walker frequently lectures and publishes on topics that include internal investigations, technology and legal practice, and professional liability. He received his J.D. from Yale Law School in 1990 and B.S. in Applied Math from Yale College in 1985. 

Jane Son is currently a director in the Banking Legal team at Barclays in New York. She started with Barclays in the same team in Hong Kong in 2010 and was relocated to the New York office in 2013. Prior to joining Barclays in Hong Kong, Jane was a senior associate with the law firm of Clifford Chance LLP in London and Tokyo where she practiced as a capital markets lawyer. Jane started her legal career in Toronto with the law firm of Ogilvy Renault (now Norton Rose).

Jane is passionate about all things diversity & inclusion (D&I), philanthropy, citizenship and social impact. She is the chair of the D&I Committee for Legal in the Americas and of Barclays Law Firm Panel D&I Consortium in the Americas. She is also a member of Barclays Global Legal D&I Council. In addition to the D&I activities within legal, Jane is the co-COO for Barclays’ Asian Professionals Forum in the Americas. She is a part of the Client and External Engagement Committee of the Women’s Initiative Network in the Americas and an active member of the Mental Health and Awareness Group of Reach, Barclays’ employee disability network. As a passionate advocate for mental health and well-being, Jane is a Barclays Global Be Well Ally, a member of the Legal Wellbeing Steering Group and the US representative for the Legal Covid-19 Mental Health Task Force. She is also a board member of the Made of Millions Foundation – a global advocacy nonprofit on a mission to change how the world perceives mental health. In 2016, Jane was Barclays Woman of the Year and the recipient of the Barclays General Counsel Award that same year.

Jane received a B.A. Hons. Sociology from Western University (London, Ontario) in 1998 and a Juris Doctor degree from Queen’s University Faculty of Law (Kingston, Ontario) in 2001.

Jeffrey D. Karpf is a partner in Clearly Gottlieb’s New York office. His practice focuses on U.S. and international corporate and financial transactions, particularly capital markets matters, along with a range of corporate governance matters.

As part of the Firm’s capital markets practice, Jeff regularly represents issuers and investment banks on initial public offerings, public and private debt, convertible, investment grade and high yield debt, equity financings, structured securities and equity derivatives – as well as liability management, including issuer tender offers, public and private exchanges offers related to corporate restructurings, acquisitions, and consent solicitations. He has extensive experience with securities regulatory issues and in the development of new financial instruments and products. He also has a broad corporate advisory practice and regularly advises on corporate governance matters, including board structure and practices.

Jeff has been a co-chair of PLI’s Annual Directors’ Institute on Corporate Governance since 2012. He regularly writes and speaks on a variety of capital markets and securities law topics and has been recognized as a leading lawyer by Chambers Global, Chambers USA, The Legal 500 U.S. and IFLR, as well as a Capital Markets MVP by Law360 and a “Trailblazer in Finance, Banking & Capital Markets” by The National Law Journal.

Jeff joined the firm in 1994 and became a partner in 2003. Stanford University Law School, J.D., Order of the Coif; Yale University, B.A., magna cum laude.

Jennifer Paradise is General Counsel of White & Case LLP. As such, she advises the Firm's lawyers on issues relating to professional responsibility, manages the Firm’s Compliance and New Business Teams, and is a member of the Firm's Global Risk Management Committee.

Prior to joining White & Case, Ms. Paradise practiced in the litigation department at another leading firm where she litigated matters on behalf of financial service and communications industry clients.

Ms. Paradise is a former member of the American Bar Association's Standing Committee on Ethics and Professional Responsibility and of the Committee on Professional Responsibility of the Association of the Bar of the City of New York. She frequently lectures on issues pertaining to professional responsibility and teaches Ethics and Professionalism at Fordham Law School.

Ms. Paradise is a graduate of Columbia Law School where she was an Editor of the Columbia Law Review and a Stone and Kent Scholar. Ms. Paradise clerked for the Honorable Nina Gershon, United States District Court Judge for the Eastern District of New York from 2002-2003.

Joan McKown has more than 30 years of experience in Securities and Exchange Commission (SEC) enforcement and financial regulatory matters including investigations, exams, internal investigations, and disputes throughout the United States. She has in-depth knowledge of investigatory issues relating to financial fraud, corporate disclosure, corporate governance, accounting, compliance, private equity, FCPA, broker dealer, investment adviser, investment companies, and insider trading. Joan represents corporations, and financial services firms, and their officers, directors, and employees, counseling them to avoid regulatory scrutiny, and when necessary, resolving matters on the best terms possible.

Prior to joining Jones Day in 2010, Joan was the longest serving chief counsel in the Division of Enforcement at the SEC, where she played a key role in establishing enforcement policies and worked closely with Commission and senior SEC staff. Joan literally wrote the book on SEC enforcement when she oversaw creation of the first version of the SEC Enforcement Manual. As chief counsel, she led hundreds of Wells meetings and settlement negotiations. At Jones Day, Joan has extensive experience submitting persuasive Wells submissions, having reviewed thousands of such submissions while on the SEC staff.

Joan is the chair of the board of trustees of the SEC Historical Society. She also serves as president of the board of trustees of the Legal Aid Society of the District of Columbia. She frequently speaks and writes on SEC enforcement related topics.

John Villa is a partner at Williams & Connolly where he specializes in corporate and financial services-related litigation (both civil and criminal) and legal malpractice defense.  The Financial Times of London writes “John Villa, of Williams & Connolly in Washington, has a reputation for being the lawyer that law firms turn to when in a spot of bother.”  He was named to National Law Journal's list of "100 Most Influential Lawyers in America" as "the first lawyer that other attorneys and law firms turn to when caught up in the S&L and banking scandals."  Chambers says “John Villa is the ‘first name to come to mind for financial services litigation matters.’”  The PLC Global Counsel’s Handbook describes him as “an exceptional banking, financial and corporate governance litigator.”  American Lawyer has called him “perhaps the premier [legal] malpractice defense lawyer in the nation.”  The Washington Post reports “John Villa of . . . Williams & Connolly [is] the lawyer and firm that lawyers and law firms turn to when they’re in trouble,” and describes Villa as “a litigator who has gained national prominence with a somewhat rare specialty: defending top-flight law firms in trouble.”  Law 360 has listed him and W&C first among the “6 Firms to have on Speed Dial if Malpractice Trouble Hits.” He has been Chambers rated Tier One nationally and regionally in a number of areas for nearly a decade including financial enforcement, securities defense and commercial litigation.  

He is the author of the following treatises and legal casebooks: Banking Crimes: Fraud, Money Laundering and Embezzlement (2 vol.) (West), Bank Directors' and Officers' and Lawyers' Civil Liabilities (Aspen), Corporate Counsel Guidelines (2 vol.) (West /ACC), and Professional Responsibility: Representing Business Organizations (West Academic).  Mr. Villa is an adjunct professor at Georgetown University Law School teaching a course entitled "Counseling the Corporation in Crisis" and will teach at Duke Law School’s Winter session in 2019.  Mr. Villa was a trial attorney (Honors Program) in the United States Department of Justice.

Karen Garnett is a partner in the Corporate Department and a member of the Capital Markets Group at Proskauer Rose LLP.

Karen’s practice focuses on regulatory matters under the federal securities laws, equity finance transactions and public company advisory services. Karen has extensive experience in applying and interpreting federal securities laws and regulations, including requirements governing public company registration, reporting and disclosure.

Karen joined Proskauer following almost 24 years on the staff of the U.S. Securities and Exchange Commission. Most recently, she was an Associate Director in the Division of Corporation Finance, where she led the disclosure review program. Karen routinely provided guidance on a broad range of complex transactions and disclosure matters, and oversaw the work of several industry-focused review teams. As a senior officer, Karen helped develop many of the Division’s policies and procedures, and she worked closely with staff across the SEC on matters involving broker-dealers, investment companies, and novel financial products.


  • DC Bar Association, Co-Chair of the Corporate Law and Business Committee
  • American Bar Association, Federal Regulation of Securities Committee
  • Member, National Association of Real Estate Investment Trusts (NAREIT)
  • Member, Financial Accounting Standards Advisory Council (FASAC)

Government Service

  • U.S. Securities and Exchange Commission - Division of Corporation Finance, 1995-2018
  • U.S. Securities and Exchange Commission - Division of Investment Management, 1994-1995

Other Distinctions

  • U.S. Securities and Exchange Commission’s Meritorious Impact Award, 2016
  • U.S. Securities and Exchange Commission’s Byron Woodside Award, 2005

Keith Higgins is a member of Ropes & Gray’s corporate department and chair of the securities & governance practice.

Keith rejoined the firm in 2017, after having served as Director of Corporation Finance at the U. S. Securities & Exchange Commission since 2013. While in that role, Keith led the Division’s implementation of significant rulemaking under the Dodd-Frank Wall Street Reform and Consumer Protection Act, Jumpstart Our Business Startups Act (JOBS Act), and Fixing America’s Surface Transportation Act (FAST Act). He also led the Division’s Disclosure Effectiveness project and oversaw the issuance of significant interpretive guidance to companies and investors under the federal securities laws.

Prior to serving at the SEC, Keith had practiced at Ropes & Gray for more than 30 years, counseling public companies in securities offerings, mergers and acquisitions, compliance and corporate governance. Keith advises companies, their boards, and investors on matters with the SEC, including disclosure and financial statements, no-action letters, as well as SEC enforcement actions and related internal investigations.

While in private practice, Keith was recognized by Chambers, Best Lawyers, and other publications as a leading corporate and M&A lawyer in Massachusetts and nationwide.

Lillian Brown is a DC-based partner in the Transactional and Securities Departments and co-chair of the Corporate Governance and Disclosure Group in the Corporate Practice Group. 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, ESG disclosure and stakeholder engagement matters, and shareholder activism and engagement more broadly.  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.

Linda Chatman Thomsen, who was the first woman to serve as the Director of the Division of Enforcement at the Securities and Exchange Commission, is senior counsel in Davis Polk’s Litigation Department and practices in the 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).

Lindsay McCord is the Chief Accountant for the Division of Corporation Finance at the U.S. Securities and Exchange Commission.  As Chief Accountant, she oversees financial reporting policies and practices in the Division.

Ms. McCord previously severed as a Deputy Chief Accountant for the Division’s Office of Chief Accountant where she was responsible for managing a team of highly technical and experienced accountants that provided accounting and reporting guidance to the Division.  Before joining the leadership team of the Division’s Office of Chief Accountant, she was an Associate Chief Accountant in this office with a focus on the financial services industry, financial instruments and internal control over financial reporting.  She joined the Division in the Financial Services industry group as a Staff Accountant in 2009 where she reviewed Securities and Exchange Commission filings for compliance with accounting and regulatory standards. 

Prior to joining the Commission, Ms. McCord was a Manager in the Assurance Practice at Grant Thornton in the McLean, Virginia office where she served clients primarily in the technology and services industries. 

She is a graduate of George Mason University and she is a Certified Public Accountant in the Commonwealth of Virginia.


Lona is a partner in Shearman & Sterling’s Capital Markets and Corporate Governance practices. He has extensive experience representing companies, financial institutions and their boards on corporate governance, disclosure, and securities law compliance matters and on the financial regulatory process. He also advises companies and financial institutions on all aspects of public and private offerings of equity, equity-linked, high yield debt and investment grade debt securities.

Prior to returning to the firm in 2017, Lona served in senior positions at the Securities and Exchange Commission for over four years. From 2013 to 2015, he served as Chief of Staff to SEC Chair Mary Jo White, where he was the top advisor to the Chair on all issues, including policy development, rulemaking, strategy and management. During this time, he led the rulemaking and implementation efforts related to all mandates under the Dodd-Frank and JOBS Acts and directed the SEC's asset management, market structure, public company disclosure effectiveness and private offering reform programs. He also served as the SEC deputy to the Financial Stability Oversight Council and was the primary SEC liaison with other financial regulators. Lona joined the SEC in 2011 as Deputy Director of the Division of Corporation Finance and later became its Acting Director. Following his SEC tenure, Lona joined Bridgewater Associates, LP, where he was the Chief Governance Officer and a senior advisor to founder Ray Dalio.

Prior to joining the SEC in 2011, Lona was a partner in Shearman & Sterling’s Capital Markets group. He first joined the firm in 1998.

Maeve O’Connor is a litigation partner whose practice focuses on securities litigation, shareholder litigation and complex commercial matters.  She represents public and private companies as well as their boards and officers in high stakes litigation and regulatory matters around the country.  She is Co-Chair of the firm’s Securities Litigation Practice and she spent six years as a member of the firm’s Management Committee.

Maeve is recognized as a leading lawyer by Chambers USA and The Legal 500 US. She is also recognized as a "Litigation Star" and as one of the "Top 250 Women in Litigation" in the IFLR Benchmark Litigation Guide.  She is a co-author of Takeovers: A Strategic Guide to Mergers & Acquisitions (Wolters Kluyer Law & Business).

Prior to joining Debevoise, Maeve served as a Law Clerk to the Honorable H. Lee Sarokin, U.S. Court of Appeals for the Third Circuit. Ms. O’Connor received her J.D. from Yale Law School and her B.A. magna cum laude from Harvard University, where she was elected to Phi Beta Kappa.

Maja Hazell is the Global Head of Diversity & Inclusion at White & Case. She oversees the Firm's global D&I strategy as a member of the Business Services Leadership team and reports to the Firm’s Chair and Chief Operating Officer. Following seven years of practice at Simpson Thacher & Bartlett LLP, Maja has led diversity and inclusion and career development initiatives for over 15 years, also working for law firms, Fried Frank LLP, as their Director of Diversity and Inclusion, and as an Assistant Dean for Career Development at Pace University School of Law. Maja is a member and past President of the Association of Law Firm Diversity Professionals, and a member of the Association of the Bar of the City of New York, NALP, and Professional Development Consortium. Maja currently serves as a member of the Executive Committee and Board of the New York Urban League, Hunter College Pre-Law Advisory Board and the New York City Bar Association (NYCBA) Committee to Enhance Diversity in the Profession. She previously served on the NYCBA Committee on Recruitment and Retention of Lawyers, assisting in its administration of their long-standing Diversity Fellowship Program, and as a founding member of the Leadership Institute Board of Advisors of the Council of Urban Professionals. She received her B.A. in English from Yale University and J.D. from Georgetown University Law Center. Maja is also a certified graduate of Accomplishment Coaching, an ICF-accredited leadership coach training program. She is a frequent speaker on diversity and career development issues.

Marc P. Berger, former Acting Director and Deputy Director of the Division of Enforcement and Director of the New York Regional Office at the SEC, and former Chief of the Securities and Commodities Fraud Task Force in the U.S. Attorney’s Office for the Southern District of New York, represents companies, boards and executives in government and internal investigations, regulatory enforcement matters, and high-profile disputes.

As Acting Director and Deputy Director of Enforcement at the SEC, Marc oversaw thousands of investigations and hundreds of litigations addressing a broad range of securities matters, including issuer disclosure and accounting violations, foreign bribery, investment advisory issues, securities offerings, market manipulation, insider trading, broker-dealer misconduct, cyber threats, initial coin offerings, digital assets and COVID-related fraud. He first joined the SEC as Director of the New York Regional Office, where in addition to supervising all New York enforcement matters, Marc oversaw all of the New York office’s compliance examinations of investment banks, investment advisers, broker-dealers, mutual funds and hedge funds.

As a federal prosecutor, Marc tried 13 cases in district court and as Chief of the SDNY’s Securities Unit he supervised some of the nation’s most significant financial and investment fraud matters, including those related to corporate and accounting fraud, insider trading, market manipulation, and violations of the FCPA. Marc’s SEC and DOJ work involved extensive coordination of cross-border and multi-agency investigations.

In between Marc’s tenures at the SEC and DOJ, Marc was a litigation partner at another international law firm where he represented global financial institutions, public companies, investment firms and individuals in numerous high-profile matters.


  • University of Virginia School of Law, 1999 J.D.
  • Cornell University, 1996 B.S.
    With Distinction
  • Hon. Richard M. Berman, United States District Court, Southern District of New York
  • New York 

Mei Lin Kwan-Gett is Citigroup’s Deputy General Counsel and Head of Global Litigation and Regulatory Investigations, where she supervises a worldwide litigation and investigations team.  Prior to joining Citigroup, Ms. Kwan-Gett was a partner at the law firm of Willkie Farr & Gallagher, LLP, where she was co-head of the firm’s white collar defense practice group and specialized in regulatory and enforcement matters, internal investigations, and complex commercial litigation.  Prior to joining Willkie Farr, Ms. Kwan-Gett worked at the U.S. Attorney’s Office for the Southern District of New York as Deputy Chief of the Criminal Division.  She also served as Special Investigative Counsel for the Office of the Inspector General for the U.S. Department of Justice.  She began her career as a Law Clerk in the U.S. Court of Appeals for the Second Circuit.

Ms. Kwan-Gett is a former Chair of the Board of Directors of the City Bar Fund and was a Vice President of the Association of the Bar of the City of New York, and she is a member of the Practising Law Institute’s Board of Trustees.

Mei Lin earned her AB from Harvard College and her JD from Yale Law School.

Meredith Cross is a partner in the Securities and Transactional Departments in the New York and Washington D.C. offices 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 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. 


  • 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 2005-2021 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
  • 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

Monica is senior vice president and general counsel for CenterPoint Energy. In this role, she oversees Corporate, Finance, Governance, Securities and Commercial law, Litigation and Claims, Internal Audit, and Ethics, Compliance and Privacy.

Since joining CNP, Monica has led more than $20 billion in mergers and acquisitions and financing transactions, including our $6 billion merger with Vectren and related financing activities, as well as the company’s recent divestitures of its infrastructure and energy services businesses.  

Monica recently received two prestigious honors for her work and impact on the legal industry. She was named to the National Diversity Council’s 2019 Top 50 General Counsel list. The organization recognized her for inspiring others and molding the future of the legal industry. Monica was also presented with a Magna Stella Award by the Texas General Counsel Forum for in-house leadership and excellence in the Senior Managing Counsel, Large Legal Department category.

In her prior position, Monica served as Vice President and Deputy General Counsel. Before joining CNP, Monica was at LyondellBasell Industries, where she served in various leadership roles, including counsel for corporate, finance and strategic transactions. Prior to LyondellBasell, she worked in private practice as a corporate associate at Baker Botts LLP. 

Monica was appointed as a Commissioner of the Texas Access to Justice Commission by the Texas Supreme Court in June 2015. She is a member of the Houston Pro Bono Joint Initiative Planning Committee, on the Advisory Council of the Tahirih Justice Center, and a member of the Legal Services to the Poor in Civil Matters Committee of the Texas Bar Association. Monica also serves on the Board of the CenterPoint Energy Foundation. 

Monica received her undergraduate degree from Brown University, her master’s degree in public health from Columbia University, and her law degree from Georgetown University Law Center.

Patrick O’Brien is co-head of the firm’s securities and public companies practice. He concentrates his practice on representing companies and underwriters in financings as well as public and private companies in M&A transactions. More recently, Patrick has been advising clients on complex considerations arising from the COVID-19 outbreak. Patrick has extensive experience representing healthcare, life sciences and technology companies and underwriters in connection with equity and debt offerings, as well as mergers and acquisitions and royalty monetizations.


  • JD, Boston University School of Law, 1989
  • BA, University of Illinois, 1983


  • Who's Who Legal: Life Sciences (2019)
  • Legal 500, Finance (2015-2018, 2020)
  • IFLR1000: The Guide to the World’s Leading Financial Law Firms, Leading Lawyer (2013-2017), Highly Regarded (2018-2019)
  • The Best Lawyers in America (Securities and Capital Markets Law) (2006-2020)
  • Chambers USA: America's Leading Lawyers for Business (2008-2020)
  • International Who’s Who of Life Sciences (2014)
  • PLC Which Lawyer (2010-2011)


  • Massachusetts, 1989
  • New York, 2012

Richard H. Walker is a member of King & Spalding, specializing in crisis management, cross-border government investigations and complex financial litigation, litigation assessment, corporate governance and compliance issues.

Mr. Walker retired from Deutsche Bank in 2016 after over 14 years, during which time he served in the roles of Vice Chairman, General Counsel and a member of the Group Executive Committee at different times.

Prior to joining Deutsche Bank, Mr. Walker served as the Director of the Division of Enforcement of the United States Securities and Exchange Commission from April 1998 to September 2001. For over two years prior to his appointment to that position, Mr. Walker served as the Commission’s General Counsel. He is the only person in the agency’s history to have served in both of these senior roles. Prior to his appointment as General Counsel, Mr. Walker was the Regional Director of the Commission’s Northeast Regional Office from 1991 through 1995.

Mr. Walker was awarded the Presidential Rank Distinguished Service Award in 1997 -- the highest federal award for government service. He also received the Commission’s Distinguished Service Award in 2000 and the Chairman’s Award for Excellence under both Chairman Levitt in 2000 and Chairman Breeden in 1992. In 1997, he was awarded the Commission’s Law and Policy Award in recognition of his participation in the government’s victory in U.S. v. O’Hagan, in which the United States Supreme Court upheld the misappropriation theory of insider trading.

Prior to joining the Commission, Mr. Walker spent 15 years in the New York office of Cadwalader, Wickersham & Taft, where he was a litigation partner specializing in corporate, securities, and commercial litigation. From 1975 to 1976, Mr. Walker served as law clerk to the Honorable Collins J. Seitz, former Chief Judge of the United States Court of Appeals for the Third Circuit. Mr. Walker is a 1972 Phi Beta Kappa graduate of Trinity College. In 1975, he was awarded his J.D. degree, cum laude, by Temple Law School, where he served as Editor-in-Chief of the Temple Law Quarterly.

Mr. Walker is a Trustee Emeritus of The American Folk Art Museum, former Co-Chair of The American Friends of Bucerius and a member of the Board of Directors of Pro Bono Partnership. He previously was a member of the Board of Directors of MBIA, Inc. (2006-2008) and served on the NYSE Legal Advisory Committee (2001-2005). He is also a member of Temple University Beasley School of Law Board of Visitors and served as a member of Trinity College Board of Fellows.

Mr. Walker is a frequent lecturer on banking, securities and corporate governance topics and has been an adjunct professor at the University of Pennsylvania Law School where he co-taught a course in crisis management in the 2017 and 2018 Fall semesters.

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, 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. 

Sarah K. Solum is the US Managing Partner at Freshfields Bruckhaus Deringer and the Head of US Capital Markets. She has an active IPO practice and extensive experience in capital markets transactions, including investment grade and high yield debt offerings, convertible notes transactions and preferred stock offerings. She also regularly represents companies on SEC compliance, disclosure and corporate governance matters.

Sarah is recognized and ranked in 2021 as a leading lawyer by numerous industry publications, ranking Band 1 by Chambers USA for debt, equity and convertible offerings. She was named to Expert Guide’s Women in Business Law – Capital Markets for 2021, Best in Capital Markets 2019 in Euromoney LMG Americas Women in Business Law Awards, among the 2016 and 2017 Women Leaders in Tech Law by The Recorder, 2017 Women of Influence by the Silicon Valley Business Journal and 2017 and 2019 Top Women Lawyers in California by the Daily Journal.

Sarah was recently on the Global Advisory Board of the Women in Law Empowerment Forum (WILEF) and a Co-Chair of the Northern California chapter. She was also a member of HiPower, an executive leadership program for women.

Sarah is a member of the Board of Visitors at Duke University School of Law. She is also on the Board of Trustees at Episcopal Day School of St. Matthew’s. Prior to joining Freshfields, Sarah was a partner at Davis Polk.

Scott Lesmes serves as co-chair of Morrison & Foerster’s Corporate Finance | Capital Markets practice. Mr. Lesmes primarily counsels public companies with respect to corporate and securities matters. He advises management and boards of directors on a broad range of securities regulation and corporate governance issues and has substantial experience in dealing with restatements and internal control concerns. Mr. Lesmes counsels issuers and underwriters in the public offering process and in corporate compliance matters involving SEC reporting and disclosure requirements.

Prior to rejoining private practice, Mr. Lesmes served as in-house counsel at two public companies. He was the Chief Legal Officer for Allied Capital Corporation, formerly a NYSE-listed business development company, and Deputy General Counsel/Chief Securities Counsel for Fannie Mae, a financial services company. Mr. Lesmes draws on his significant in-house experience to provide valuable perspective in his role as an outside advisor.

Mr. Lesmes also serves as chair of Morrison & Foerster’s Practice and Opinion Review Committee.

Scott Spector is the senior partner and former chair of the Executive Compensation and Employee Benefits Group of Fenwick & West. His practice emphasizes the compensation issues that arise in connection with mergers and acquisitions, initial public offerings and corporate governance matters. He also specializes in serving high technology and software clients in designing and implementing executive compensation, equity compensation and other executive compensation arrangements. He is an expert on Section 409A and golden parachute matters. Scott represents numerous executive officers of technology companies in contract negotiations.

Among his current and previous clients are:

  • Cisco Systems
  • Facebook
  • Peloton
  • GoPro
  • ServiceNow
  • NortonLifelock
  • Redfin
  • Workday

He is the former Chair of the Subcommittee on Executive Compensation of the Federal Regulation of Securities Committee of the ABA Business Law Section and the Subcommittee on the Federal Securities Regulation of the Committee on Employee Benefits of the ABA. Scott is the former co-chair of the ALI/ABA annual Executive Compensation program. He is and has been a frequent speaker at the directors’ colleges, NASPP national conferences and other national compensation, governance, and securities law programs. Scott has also written extensively on executive compensation, corporate governance and stock compensation matters. He was named to The Best Lawyers in America in the area of Employee Benefits Law and recognized by Chambers USA as one of the top Employee Benefits and Executive Compensation lawyers in the US and California.

Scott received his Bachelor of Arts and Juris Doctor from Tulane University, in 1971 and 1974 respectively, and his Masters in Law (in Taxation) from New York University in 1975.  

Scott is member of the State Bar of California.

Emphasis:  Mergers & Acquisitions, Equity Compensation Arrangements, Corporate Governance, CEO Contract Negotiations and SEC Disclosure Obligations

Simon M. Lorne has served in a wide variety of public sector, academic and private sector positions during the course of his career.  In the public sector, he was General Counsel of the United States Securities and Exchange Commission from 1993 to 1996.  In the academic sphere, he served as the co-director of Stanford Law School’s Directors’ College from 1999 to 2016, and is an adjunct professor at the New York University Law School and the NYU Stern School of Business.  He has previously held positions on the faculties at the University of Pennsylvania Law School and the University of Southern California Law School.

In the private sector, Mr. Lorne is currently the Vice Chairman and Chief Legal Officer of Millennium Management LLC, an alternative asset manager responsible for approximately $45 billion (as of June 2020) in assets under management, with offices throughout the world.  He has held that position since 2004.  Prior to joining Millennium he was a partner in the Los Angeles-based law firm of Munger, Tolles & Olson LLP (from 1972 to 1993 and again from 1999 to 2004); the global head of internal audit at Salomon Brothers (now a unit of Citigroup) (from 1996 to 1998); and the global head of Compliance at Citigroup (1998-1999).  He also serves on the Board of Directors and chairs the audit committee of Teledyne Technologies, Inc., was Chairman of the Alternative Investment Management Association (2016-2020), and is on the Board of a number of nonprofit organizations.  In 2015, he was selected as one of the 100 most influential corporate directors by the US National Association of Corporate Directors.

Mr. Lorne has authored two books (“Acquisitions and Mergers: Negotiated and Contested Transactions,” and “A Director’s Handbook of Cases”), three practitioner-oriented monographs and a number of articles in law reviews, magazines and other publications.  He is a frequent speaker at academic and industry symposia dealing with issues in the areas of securities regulation, securities law more broadly, and internal controls.

Mr. Lorne is a graduate of Occidental College, with an A.B. (cum laude, Phi Beta Kappa), and the University of Michigan Law School (J.D., magna cum laude).

Sophia D. Tawil is Deputy General Counsel of Cravath, Swaine & Moore LLP where she advises attorneys and administrative directors and managers on governance, risk management, ethics and professional responsibility, policies, litigation, contracts and other legal matters.

Ms. Tawil previously served as Senior Vice President, General Counsel, Chief Compliance Officer and Secretary of The Providence Service Corporation, a public holding company that provided healthcare services in the U.S. and government-outsourced social services in 11 countries.  In that role, she led the legal and compliance function and was responsible for all legal matters for the public company and its board of directors, as well as oversight of legal and compliance departments of three company segments.  

Prior to joining Providence, Ms. Tawil was a Senior Corporate Attorney at Cravath, where her practice focused on advising corporate clients and financial institutions in a wide variety of matters, including securities transactions, corporate compliance, mergers and acquisitions and restructurings.  

Ms. Tawil is admitted in New York and is an active member of the American Bar Association and the New York City Bar Association, where she is a member of the Committee on Professional Ethics and was a former member of the Committee on Women in the Profession.  

Ms. Tawil received a J.D. from the University of Pennsylvania, where she was Editor-in-Chief of the Journal of International Economic Law, and the recipient of a Certificate of Study in Business Policy and Management from the Wharton School of Business.  She received a B.A. magna cum laude from Barnard College, where she majored in Political Economics and Environmental Science.

Ms. Tawil serves on the Board of Trustees of the Greenwich Library and the Whitby School.


Stephen Ranere is a partner in the Boston office of Latham & Watkins and a member of the firm's Emerging Companies Practice. He represents emerging companies and venture capital firms involved in the technology and life sciences industries. His practice focuses on: general corporate counseling, early-stage company formation and strategy, initial through late stage venture capital financings, mergers and acquisitions, and public securities offerings.

Mr. Ranere was a member of the Suffolk University Law Review and was awarded the Daniel J. Fern Award for highest grade point average.

Prior to law school, Mr. Ranere held business development positions with Sophos, a provider of network anti-virus solutions, and CipherTrust (later acquired by McAfee), a provider of e-mail and internet security products.

Mr. Ranere frequently lends his time and legal advice to local community organizations, including TiE Boston, a nonprofit association dedicated to fostering entrepreneurship, and More Than Words, a nonprofit social enterprise empowering high-risk young adults to take charge of their lives.

Steve Cutler is a litigation partner and head of the Investigations practice group at the law firm of Simpson Thacher & Bartlett LLP in New York City. He advises companies, boards and senior executives on government and internal investigations, corporate governance and regulatory matters. 

Previously, Steve 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, Steve was the Director of the U.S Securities and Exchange Commission’s Division of Enforcement for nearly four years, overseeing the Commission’s investigations of public companies, as well as broker-dealers and investment advisors. 

Mr. Cutler is on the boards of the 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), and has been a Visting Lecuturer at both Yale and Columbia Law Schools.

Mr. Cutler earned his B.A. from Yale University, summa cum laude, and was elected to Phi Beta Kappa.  He received his J.D. from Yale Law School, where he was an Editor of the Yale Law Journal.

Susan Hannigan focuses primarily on litigation in the Delaware Court of Chancery and the Delaware Supreme Court involving corporate governance, corporate control, fiduciary duties, contractual disputes, and other commercial disputes. While in law school, Susan was a member of the Villanova Sports and Entertainment Law Journal and interned at the United States Attorney’s Office for the District of Delaware.

"Conclusive Presumption of Good Faith in MLR Agreements," Delaware Business Court Insider, July 3, 2013

"Delaware Corporate Law Video," March 8, 2018

Super Lawyers, 2019, 2018, 2017

Delaware State Bar Association American Bar Association

J.D., cum laude, Villanova University School of Law, Order of the Coif, 2009 B.A., summa cum laude, Loyola College in Maryland, 2004

Admitted to Practice
Delaware, 2009 District of Delaware, 2010

The Honorable Joseph J. Farnan, Jr., United States District Court for the District of Delaware, 2009-2010


Tamara M. Brightwell serves as Deputy Director of the Disclosure Review Program in the Division of Corporation Finance at the U.S. Securities and Exchange Commission.  Ms. Brightwell oversees the work of the Division’s reviews of transactional filings and periodic and current reports in furtherance of the Division’s mission-critical work to protect investors and promote capital formation.  Prior to this role, Ms. Brightwell served as Deputy Chief Counsel in the Division’s Office of Chief Counsel, where she led staff in providing interpretive guidance on the application of the federal securities laws, including public company disclosure requirements and securities offering rules.  From 2013 to 2017, she served as Senior Advisor to SEC Chair Mary Jo White.  Ms. Brightwell also has held a variety of positions in the Division of Corporation Finance, including Senior Advisor to the Director and Special Counsel in the Office of Chief Counsel.  She originally joined the Division as an attorney in the Disclosure Review Program.

Ms. Brightwell received a B.S. in financial management, cum laude, from Clemson University, and a J.D. from the University of Notre Dame Law School.


The Honorable Collins J. Seitz, Jr. was sworn in as Chief Justice of the Supreme Court of Delaware on November 8, 2019.  He has served as a Supreme Court Justice since 2015.  Prior to his judicial appointment, Chief Justice Seitz was a founding partner of Seitz Ross Aronstam & Moritz LLP, a boutique corporate advisory and litigation firm in Wilmington, Delaware representing clients in high profile corporate and trust disputes in the Delaware Court of Chancery.  Before founding Seitz Ross, Chief Justice Seitz was a partner of Connolly Bove Lodge & Hutz LLP in Wilmington Delaware, where he litigated corporate and intellectual property disputes.

A member of the Delaware Bar since 1983, Chief Justice Seitz served as a board member and chair of the Board of Bar Examiners, and a board member of the Board on Professional Responsibility.  Both federal and state courts often appointed Chief Justice Seitz as a Master and Trustee to oversee complex corporate, commercial and intellectual property cases.  He is a Fellow of the American College of Trial Lawyers.

Chief Justice Seitz received his undergraduate degree from the University of Delaware and his law degree from the Villanova University School of Law.

William McLucas is a senior partner in the Washington, DC office of WilmerHale LLP specializing in Securities.  Mr. McLucas is chair of the firm's Securities Department and is one of the most sought-after advisors to public companies, boards of directors, audit committees and special committees dealing with corporate crises and related issues. He joined the firm after serving for more than eight years as Director of Enforcement for the Securities and Exchange Commission under Chairman Richard Breeden and Chairman Arthur Levitt.  He represents public companies, investment banks, accounting firms and advisors to mutual funds facing a variety of corporate and market crises, as well as Securities and Exchange Commission investigations.

In addition, Mr. McLucas has overseen numerous audit committee and special committee inquiries and has also represented numerous corporate executives and directors in connection with Securities and Exchange Commission investigations.

Mr. McLucas is a frequent speaker on panels and programs on topics pertaining to securities laws, corporate governance and law enforcement, and has written extensively on these topics as well.

Alma is a member of the S&P Global Legal Department and her practice focuses on securities, corporate finance and governance. She is responsible for SEC, NYSE, and SOX compliance as well as ’34 Act disclosure and other general corporate and treasury matters. In addition, Alma supports the Corporate Secretary and the S&P Global Inc. Board of Directors on Audit Committee, Financial Committee and corporate governance matters. She is also responsible for subsidiary management in the Americas (Argentina, Brazil, Canada, Colombia, Mexico, & the US). She also serves as secretary to the S&P Global Foundation, the company’s charitable arm. 

Alma earned a bachelor’s degree in History and Political Science from Stanford University.  She earned a juris doctor from the Columbia University School of Law, where she also served on the Editorial Board of the Columbia Journal of Transnational Law and completed a certificate in Comparative and International Law from the Parker School of Foreign and Comparative Law.

Ben is a Managing Director in the Healthcare Investment Banking Group and a member of the Mergers & Acquisitions Group, based in New York.  Ben has advised on over $600 billion of announced transactions across a variety of mergers, divestitures, unsolicited M&A, corporate defense and other structured transactions.  Prior to joining Goldman Sachs as a Managing Director, Ben was a Managing Director in the Mergers & Acquisitions Group at J.P. Morgan. 

Ben earned a BA in Business Economics, magna cum laude, from the University of California, Los Angeles and an MBA from the University of Chicago.  He resides in New York City with his wife and two sons.

Brad Karp has been the Chairman of Paul, Weiss since 2008. One of the country’s leading litigators and corporate advisers, Brad has successfully guided numerous Fortune 100 companies, global financial institutions and other companies and individuals through “bet the company” litigations, regulatory matters, internal investigations, and corporate crises. Prior to being named chairman, Brad chaired the firm’s Litigation Department. Brad has spent his entire career at Paul, Weiss, beginning as a summer associate.

Brad has received dozens of industry awards and recognitions. Brad has been selected as the “Attorney of the Year” by the New York Law Journal and by Lawdragon, the “Litigator of the Year” by The American Lawyer and by Benchmark Litigation/Euromoney, and one of the most innovative lawyers in the United States by the Financial Times. Brad received the “Special Achievement Award” from the Financial Times in recognition of his legal achievements and leadership of Paul, Weiss. Brad has repeatedly been named by the National Association of Corporate Directors as one of the most influential people in the boardroom. The New York Law Journal awarded Brad its first-ever Impact Award, in recognition of Brad’s “significant and lasting impact on the legal community in New York.” Brad received the William Nelson Cromwell Award from the New York County Lawyers Association in recognition of his “unselfish service to the profession and the community.”

Brad speaks and writes frequently on business litigation, securities litigation and corporate governance. He has spoken at more than 600 conferences and has lectured at Harvard Law School, Yale Law School, Columbia Law School, NYU Law School and The Federal Judicial Center. Brad has written more than 600 articles on business litigation and corporate governance issues. For the past 36 years, Brad has written a monthly column for the New York Law Journal, “Second Circuit Review,” which analyzes developments in the Court of Appeals for the Second Circuit. Brad is a frequent contributor to the Harvard Law School Forum on Corporate Governance and Financial Regulation.

Brad frequently speaks out and writes about pressing issues of social justice. In 2020, Brad authored three op-eds concerning responses to the coronavirus pandemic: “We Need Obama, Bush and Clinton to Beat the Coronavirus” (March 2020, The American Lawyer); “The Legal Community Must Protect Workers and Small Businesses From Coronavirus Fallout” (March 2020, The American Lawyer); and “Protecting the Rule of Law in Times of Coronavirus” (April 2020, Bloomberg International). Brad is also active in the community, serving on more than 30 public interest, educational, cultural and charitable boards.

Brad is a 1984 graduate of Harvard Law School and clerked for The Honorable Irving R. Kaufman, former Chief Judge of the U.S. Court of Appeals for the Second Circuit.

Donna F. Anderson is Vice President and Head of Corporate Governance for T. Rowe Price. In this role, Ms. Anderson co-chairs the firm’s ESG Committee and leads the firm’s engagement efforts with portfolio companies. She is also a member of the firm’s Valuation Committee and a Director on the T. Rowe Price Trust Company board.

Before joining T. Rowe Price in 2007, Ms. Anderson was Director of Equity Research for Invesco Funds in Houston.  

Ms. Anderson is a CFA Charter holder and a member of the CFA Institute and the Baltimore CFA Society. She serves on the Advisory Board of the Weinberg Center for Corporate Governance at the University of Delaware, and she chairs the Governance Committee of the Investor Stewardship Group.


In 2014, Tracy Stewart rejoined the corporate governance team at Florida SBA, the fourth largest public pension fund in the U.S., where her responsibilities include developing corporate governance policy and research, as well as conducting company engagements and proxy voting for the SBA’s $180 billion in assets under management. She had previously performed similar duties for Florida SBA from 2005 to 2010.

Ms. Stewart served as a visiting assistant professor in finance at Florida State University from 2011 to 2013. From 2010 to 2011, Ms. Stewart served as executive director of the Shareowner Education Network, a 501(c)(3) non-profit corporation devoted to promoting greater exercise of investor rights and responsibilities. From 1997 to 2000, she was a chemical engineer in the petroleum cracking catalysts division of Engelhard Corporation (which later merged with BASF).

Ms. Stewart received a Master in Business Administration degree and completed three years of graduate coursework in the finance doctoral program at Florida State University. She holds a Bachelor of Science degree in chemical engineering from Florida State University. She has held a number of roles as board member for organizations that advocate for people with disabilities and autism.


Jennifer Zepralka is the Chief of the Office of Small Business Policy in the U.S. Securities and Exchange Commission’s Division of Corporation Finance.  The office assists companies seeking to raise capital through exempt or smaller registered offerings, and participates in and reviews SEC rulemaking and other actions that may affect small businesses. 

Before joining the Office of Small Business Policy in 2018, Ms. Zepralka was a partner in the Transactional and Securities Departments at Wilmer Cutler Pickering Hale and Dorr LLP, where she focused on federal securities law compliance, disclosure and corporate governance issues.  Ms. Zepralka previously worked in the Division of Corporation Finance as Senior Special Counsel to the Director of the Division of Corporation Finance from 2009 to 2013.  Prior to first joining the SEC staff, she was an associate and counsel at WilmerHale in New York and Washington, DC and an associate at Allen & Overy in London.

Ms. Zepralka received her law degree from the University of Pennsylvania Law School and B.A. from Dartmouth College.

Jonathan K. Youngwood is Co-Chair of the Firm’s Litigation Department. For more than 20 years, Jon has represented financial institutions, corporations, executives and boards of directors in a wide range of high-profile litigations, arbitrations and regulatory investigations. His practice focuses on matters involving securities, antitrust and ERISA law as well as M&A litigation.

In 2017, Jon was the recipient of the “Securities Lawyer of the Year” award by Euromoney’s Benchmark Litigation, an award that recognizes the country’s leading litigators, and was also honored as a “Distinguished Leader” by the New York Law Journal. Chambers and Partners consistently recognizes Jon as a leading securities litigator, describing him as a “very well-respected lawyer with a tremendous reputation, and is very good in the courtroom”; “the best lawyer on his feet - he is incredibly comfortable before judges and panels”; a “smart, focused and creative lawyer who brings the required intensity to the job.” Chambers also recognizes him as “a detail-oriented litigator with the ability to get to the nub of an issue” who “has extensive securities knowledge” and “flair for written work and oral advocacy.” He is recognized as a “Leading Lawyer” by The Legal 500, where market commentators describe him as “very talented”; who has a “client-oriented approach”; “technically superb, bright and articulate”; an “outstanding securities litigator”; and “smart, hardworking and extremely professional.” Jon has also been recognized by Benchmark Litigation as a “Top 10 Nationwide Securities Star”; and is consistently recognized as a national and New York “Litigation Star” in Securities Litigation, where sources have described him as “one of the smartest lawyers I know. He not only is hardworking, but he has the ability to be both a big-picture thinker and also pay incredible attention to detail.”

He edits the Securities Law Alert, a monthly newsletter published by the Firm, is the Co-Chair of PLI’s annual program entitled “Handling a Securities Case: From Investigation to Trial and Everything in Between,” and received the Burton Award for Achievement in Legal Writing.

Among a number of significant pro bono achievements, Jon served on the Simpson Thacher team that achieved a finding (after a seven-month trial) that the New York City public schools fail to provide a constitutionally adequate education.

Jon received his B.A. with honors from Brown University in 1990. He received his J.D. in 1994 with honors from the University of Chicago, where he served as Comments Editor of The University of Chicago Law Review. He also holds a Master of Public Policy from The University of Chicago (1992). Jon joined Simpson Thacher in 1995 following a one-year clerkship with Hon. Dennis G. Jacobs of United States Court of Appeals for the Second Circuit. He became a Partner in 2003.

Keir Gumbs is the Chief Legal Officer of Broadridge Financial Solutions, Inc., where he oversees the legal, compliance and physical security teams. Prior to joining Broadridge, Keir served as Deputy General Counsel and Deputy Corporate Secretary of Uber Technologies, Inc., where he oversaw Payments, M&A, Finance, Real Estate and Commercial Transactions, Corporate Governance, Marketing, ESG, Capital Markets and related matters.

Before Uber, Keir was a Partner for nearly a decade at Covington & Burling, where he represented 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.

Keir’s career includes six years of service with the SEC, where, immediately prior to joining Covington & Burling in 2005, he served as Counsel to SEC Commissioner Roel C. Campos. In that position, Keir advised the Commissioner on a variety of matters arising under federal securities law with an emphasis on corporate finance issues under the Securities Act of 1933, issuer reporting obligations under the Securities Exchange Act of 1934, corporate governance developments and SEC enforcement actions. Prior to serving as Counsel to Commissioner Campos, Keir spent five years as a staff attorney and later a Special Counsel in the Office of Chief Counsel in the SEC’s Division of Corporation Finance.

Honors and Rankings

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

Memberships and Affiliations

  • Board Member, Millstein Center for Corporate Governance
  • Fellow, American College of Governance Professionals
  • Society of Corporate Governance Professionals
  • Corporate Laws Committee of the American Bar Association
  • National Bar Association

Kristy Grippi is a Senior Managing Director and Head of Equity Capital Markets at Evercore. Based in New York, Kristy works with senior bankers throughout the firm to advise clients across sectors on structuring and marketing initial public offerings (IPOs), follow-ons and convertible offerings.

Ms. Grippi has more than 20 years of industry experience and joined Evercore from Goldman Sachs where she was head of the Industrials ECM Group and Equity Syndicate. Prior to covering Industrials clients, Ms. Grippi worked with companies in the Financial Institutions and Financial Technology sectors for nearly 10 years.

Ms. Grippi has worked on over 300 bookrun deals, including some of the world’s largest IPOs (Visa, Bank of China, Bovespa) and follow-ons (multiple offerings for AIG, SMFG, Wells Fargo, ARAMARK, Fiat Chrysler), and some of the most unique (Blue Ocean, KKR PEI, Oaktree’s GSTrUE, quad-tranche offering for Norwegian Cruise Lines).

She graduated cum laude with a B.A. in Mathematics from Williams College. Additionally, she serves on the board of Scarsdale Youth Lacrosse.

Manal Sultan is currently the Deputy Director for the Division of Enforcement and is in charge of the Division’s New York office. Ms. Sultan represented the Division in many enforcement actions, including virtual currency matters, which are filed in the United States District Court and focus on allegations of manipulation, fraud, and trade practice misconduct. She has also successfully negotiated and settled many actions including benchmark cases and spoofing cases. Prior to being appointed Deputy Director, she has served as a chief trial attorney with the Division of Enforcement at the CFTC in New York. She also served as the Squad Leader of the Manipulation and Disruptive Trading squad of the Division. Ms. Sultan is a graduate of Fordham Law School. In addition, she holds an MBA in finance and information technology.

Mark is Executive Director of Enforcement and Market Oversight at the Financial Conduct Authority.  He has been involved in corporate, financial services and securities regulation since 1987 in Australia, Hong Kong and in the UK, specialising in investigatory work and resulting litigation.

Mark joined the FCA from the Hong Kong Securities and Futures Commission, where he was a member of the board for 9 years and Executive Director of Enforcement. Before joining the SFC, Mark was Deputy Executive Director, Enforcement with the Australian Securities and Investments Commission.

Ms. Avakian leads the firm’s Securities and Financial Services Department in counseling and defending public companies, investment banks, asset management firms, accounting firms, boards of directors and individual executives through the challenges of government investigations.

Prior to joining the firm, Ms. Avakian served as Director of the SEC’s Enforcement Division, where she oversaw the Division’s approximately 1,400 professionals and staff. During her four years leading the Division, the SEC brought more than 3,000 enforcement actions, obtained judgments and orders for more than $17 billion in penalties and disgorgement, and returned approximately $3.6 billion to harmed investors. Matters under Ms. Avakian’s direction concerned a wide range of issues including insider trading, financial fraud and disclosure violations, auditor and accounting issues, market structure, asset management, and the Foreign Corrupt Practices Act. She also led the Enforcement Division in confronting novel issues at the forefront of the markets today, such as initial coin offerings, digital assets, and cybersecurity. Throughout her tenure, Ms. Avakian took steps to increase the Division’s efficiency by implementing strategies to decrease the length of investigations, streamline the process for returning money to harmed investors, and expedite the review of whistleblower claims.  Ms. Avakian also worked closely with other leaders at numerous federal, foreign and state agencies including the Department of Justice, CFTC, FINRA, CFPB, UK Financial Conduct Authority, and Office of the New York Attorney General.     

Ms. Avakian’s experience addressing issues faced by financial services institutions and public companies date back to her previous 14-year tenure at WilmerHale. Before leaving the firm for the SEC in 2014, she served as vice chair of WilmerHale’s Securities Department. Throughout her time in various leadership roles, Ms. Avakian has emphasized the importance of diversity and inclusion. Most recently, during her tenure at the SEC, the Enforcement Division increased the number of women and minorities in senior officer positions.

Ms. Avakian began her legal career working in various capacities at the SEC, including as counsel to former Commissioner Paul R. Carey and as a branch chief and staff attorney in the Division of Enforcement. Her experience and understanding of the government’s priorities and processes position her well to guide clients successfully through government investigations.


Patricia regularly provides advice on corporate governance matters and a variety of corporate transactions for publicly traded and privately held corporations. She is often called upon to advise on mergers and acquisitions, financings, asset sales and other significant transactions. Her work includes structuring complex transactions and often involves counseling boards of directors and board committees on their fiduciary duties and the technical aspects of Delaware corporate law. She also provides formal legal opinions on issues involving Delaware corporate law.

Patricia is actively involved with the American Bar Association’s Mergers & Acquisitions Committee. She is Co-Chair of the Subcommittee on Acquisitions of Public Companies of the M&A Committee. She was a member of the Corporate Laws Committee (2014-2020) and served as Co-Chair of the MBCA Implementation and Outreach Subcommittee of the Corporate Laws Committee. She also served as Co-Chair of the Joint Task Force on Governance Issues in Business Combinations (2011-2018). As part of her role as Task Force Co-Chair, she served as an editor of The Role of Directors in M&A Transactions: A Governance Handbook for Directors, Management and Advisors.

Patricia is a member of the Council of the Corporation Law Section of the Delaware State Bar Association and, in that capacity, participates in the annual review of, and preparation of amendments to, the Delaware General Corporation Law. She was appointed by the Delaware Supreme Court to serve as a member of the court’s Board on Professional Responsibility (2012-2018). In 2018, she became a fellow of the American College of Governance Counsel, and in 2019 was named to the Board of Trustees and Secretary.

Patricia frequently speaks on Delaware corporate law issues at corporate law seminars and symposia around the country, including the Tulane Corporate Law Institute, the University of Texas Mergers & Acquisitions Institute, the Ray Garrett Jr. Corporate and Securities Law Institute, the Northwestern Law Securities Regulation Institute and the ABA National M&A Institute. She also serves as Co-Chair of Practising Law Institute’s Mergers & Acquisitions conference.

Prior to joining Morris Nichols, Patricia served as law clerk to The Honorable Randy J. Holland of the Supreme Court of the State of Delaware. She received her JD, magna cum laude, from Villanova University School of Law in 1996, where she served as Executive Editor of the Villanova Law Review. She completed her undergraduate education at University of Delaware, receiving a BS, magna cum laude, in 1992.

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 was 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) from 2013 to 2020, 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: A Babe in the Woods: An Essay on Kirby Lumber and the Evolution of Corporate Law, 45 Del. J. Corp. L. 125 (2020); 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).

Sabastian V. Niles is a Partner at Wachtell, Lipton, Rosen & Katz where he focuses on rapid response shareholder and stakeholder activism, proxy fights and preparedness, takeover defense and corporate governance; risk oversight, including as to ESG, cybersecurity and crisis situations; U.S. and cross-border mergers, acquisitions, buyouts, investments, divestitures and strategic partnerships; and other corporate and securities law matters and special situations.

Sabastian advises worldwide and across industries, including technology, financial institutions, media, energy and natural resources, healthcare and pharmaceuticals, construction and manufacturing, real estate/REITs and consumer goods and retail.

Sabastian has been recognized repeatedly by Chambers USA as one of the highest-ranked Corporate/M&A Takeover Defense attorneys (with clients noting: “His care of the company is extraordinary”), by Lawdragon as a leading U.S. dealmaker and as a BTI Client Service All-Star.

He has counseled boards of directors and management teams on self-assessments, engagement with institutional investors and proxy advisory firms and navigating activist situations involving Paul Singer/Jesse Cohn/Jeff Rosenbaum/Elliott Management, Jeff Smith/Peter Feld/Starboard Value, Bill Ackman/Pershing Square, Barry Rosenstein/JANA Partners, Carl Icahn, Daniel Loeb/Third Point, Scott Ferguson/Sachem Head, Arnaud Ajdler/Engine Capital, David Einhorn/Greenlight Capital, Glenn Welling/Engaged Capital, Jeffrey Ubben/Mason Morfit/ValueAct, Jonathan Litt/Land & Buildings, Keith Meister/Corvex, Mick McGuire/Marcato, Nelson Peltz/Ed Garden/Trian, Relational Investors and Tom Sandell/Sandell Asset Management, among many others.

In addition to serving as Consulting Editor for the New York Stock Exchange’s Corporate Governance Guide, Sabastian writes frequently on corporate law matters and has been a featured speaker at corporate strategy and investor forums and guest lecturer at leading law and business schools.  His speaking engagements have addressed topics such as EESG, Corporate Purpose and Stakeholder Governance; M&A Trends; Shareholder Activism; The New Paradigm of Corporate Governance; Hostile Takeovers; Strategic Transactions and Governance; Board-Shareholder Engagement; Confidentiality Agreements in M&A Transactions; Negotiating Strategic Alliances with U.S. Companies; Current Issues in Technology M&A; Corporate Governance: Ethics, Transparency and Accountability; and Developments in Cross-Border Deals.

Sabastian is a director of the non-profit organization Literacy Partners and of the Harvard Law School Association of New York City. He received his juris doctorate from Harvard Law School, where he co-founded the Harvard Association of Law and Business and won the U.S. National ABA Negotiation Championship representing the Harvard Program on Negotiation. He received B.S., B.A. and B.S. degrees in Finance, Economics and Decision & Information Sciences, respectively, from the University of Maryland, where he won two National Championships and four Regional Championships in intercollegiate mock trial.

Stephanie is a managing director and associate general counsel in the Legal Department focusing on litigation and regulatory matters. She joined Goldman Sachs as a managing director in 2013.

Prior to joining the firm, Stephanie was a litigation partner at the law firm of Fried, Frank, Harris, Shriver & Jacobson, LLP in New York, where she regularly represented corporations and individuals in securities and commercial matters.

Stephanie earned a BA in Economics from Brandeis University in 1989 and a JD from the Benjamin N. Cardozo School of Law in 1998.

Steve is a corporate and securities partner at Wilson Sonsini Goodrich & Rosati where he practices out of the Firm’s Palo Alto office.  From 2009 – 2012, Steve was the CEO of the Firm. 

Steve has served as an advisor to the SEC and Nasdaq on a variety of securities law, governance, financial reporting and capital formation matters.  He was extensively involved in the development of Nasdaq’s rules with respect to corporate governance reform and other listing standards, and served as Co-Chair of the Nasdaq Listing and Hearing Review Council.  Steve was a member of the SEC Advisory Committee on Smaller Public Companies, which was charged with evaluating the current securities regulatory system, including the impact of the Sarbanes Oxley Act.  Many of the Committee’s recommendations have since been adopted as rule changes by the SEC.  From 2012 to 2018, Steve served two terms as a member of the Federal Reserve Bank of San Francisco’s Board of Directors.

Steve served as one of two attorneys on the IPO Task Force where he was extensively involved in designing the IPO-related provisions of the Jobs Act of 2012, including confidential submissions and testing the waters.

From 2002 to 2009, Mr. Bochner was a lecturer on corporate and securities law at the UC Berkeley School of Law, where he designed and taught the Venture Capital and IPO Law course. From 2012 to 2018, Mr. Bochner served two terms on the Federal Reserve Bank of San Francisco’s board of directors. Mr. Bochner has also served on multiple advisory boards, including as Chair of the executive committee of the Northwestern Securities Regulation Institute from 2015-2017, as Chair of the Nasdaq Listing and Hearing Review Council, where he served as a member from 1996-2011, and as a member of the Securities and Exchange Commission’s advisory committee on smaller public companies from 2005-2006. Mr. Bochner currently serves on the board of directors of KQED and the Nasdaq Entrepreneurial Center. Mr. Bochner received a B.S. in Political Science at San Jose State University in 1977 and his J.D. at UC Berkeley School of Law in 1981.

Steve has published many articles in the areas of securities law and corporate governance.  He was the Co-Chair of PLI’s Annual Institute on Securities Regulation in New York from 2007 – 2011.

Thomas J. Kim is a partner in the Washington D.C. office of Gibson, Dunn & Crutcher where he is a member of the firm’s Securities Regulation and Corporate Governance Practice Group.  Mr. Kim focuses his practice on a broad range of SEC disclosure and regulatory matters, including capital raising and tender offer transactions and shareholder activist situations, as well as corporate governance and compliance issues.  He also advises clients on SEC enforcement investigations involving disclosure, registration and auditor independence issues.  

Mr. Kim has extensive experience handling regulatory matters for companies with the SEC, including obtaining no-action and exemptive relief, interpretive guidance and waivers, and responding to disclosures and financial statement reviews by the Division of Corporation Finance.

Mr. Kim served at the SEC for six years as the Chief Counsel and Associate Director of the Division of Corporation Finance, and for one year as Counsel to the Chairman.  As Chief Counsel, Mr. Kim was responsible for the Division’s no-action, interpretive and exemptive positions.  He also led several rulemaking initiatives including eliminating the prohibition on general solicitation in Rule 506 and Rule 144A offerings, the concept release on the U.S. proxy system, and the interpretive release on the use of company websites.

Before joining Gibson Dunn, Mr. Kim was a partner with Sidley Austin LLP.  Prior to his tenure at the SEC, Mr. Kim served as Corporate and Securities Counsel for General Electric. 

Mr. Kim has been recognized by Chambers USA in the Securities Regulation: Advisory category since 2015.  He is also recognized by Best Lawyers in America, Who’s Who Legal, and the NACD Directorship 100 and is a Fellow of the American College of Governance Counsel.  Mr. Kim is the Chair of the Northwestern Pritzker Law School’s Annual Securities Regulation Institute.  He also 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, he edited two editions of the ABA’s Corporate Director’s Guidebook.

Mr. Kim earned his J.D., magna cum laude, from Harvard Law School and was an editor of the Harvard Law Review.  He earned his B.A., summa cum laude, from Yale College.

John W. White is a partner in Cravath, Swaine & Moore LLP's Corporate Department and serves as Chair of its Corporate Governance and Board Advisory practice. From 2006 through 2008, he served as Director of the Division of Corporation Finance at the U.S. Securities and Exchange Commission, which oversees disclosure and reporting by public companies in the United States. During his over 25 years as a partner at Cravath, John has focused his practice on representing public companies on a wide variety of matters including, more recently, public reporting and disclosure obligations, corporate governance matters and restatements, revisions and other financial crises.

John is a member of the Financial Accounting Standards Advisory Council (FASAC), which advises the Financial Accounting Standards Board (FASB). From 2010 to 2018, he served as a member of the Standing Advisory Group (SAG), which advises the Public Company Accounting Oversight Board (PCAOB). John is a member of the Board of Directors of Financial Executives International (FEI) and a member of the Board of Trustees and Chair of the Audit Committee of the Practising Law Institute (PLI). He served three years on the New York Stock Exchange’s Legal Advisory Committee, four years as Chairman of the Securities Regulation Institute, five years as Co-chair of PLI’s Annual Institute on Securities Regulation and six years on the Board of Trustees and Audit Committee of the SEC Historical Society. John was twice selected by the National Association of Corporate Directors (NACD) as one of the 100 “most influential people in the boardroom and corporate governance community.”


Shelley E. Parratt is Deputy Director of the SEC’s Division of Corporation Finance.  In this capacity, Ms. Parratt oversees the Division’s disclosure review program, which is responsible for assisting over 7,000 reporting companies in meeting their disclosure obligations under the federal securities laws.  Ms. Parratt also assists the Director in strategic planning for the Division and in developing Division policy and operational procedures.

Ms. Parratt served as Acting Director of the Division during the first half of 2017 and the first half of 2009, overseeing all disclosure review, rulemaking and other Division operations.  She received a MBA from Syracuse University and a BA from St. Lawrence University.

Ted Yu is the Chief of the Office of Mergers and Acquisitions in the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC).  Previously, he was the Senior Advisor to SEC Chair Mary Jo White, Senior Special Counsel to the Director of the Division of Corporation Finance, and Senior Special Counsel in the Division’s Office of Chief Counsel.  In addition, Mr. Yu was in private practice in New York and Washington, D.C.  He received his law degree from The George Washington University Law School and his B.A. in history from Cornell University.

William H. Hinman is Director of the SEC’s Division of Corporation Finance.  The Division seeks to ensure that investors are provided with material information in order to make informed investment decisions, provides interpretive assistance to companies with respect to SEC rules, and makes recommendations to the Commission regarding new and existing rules.

Before serving at the Commission, Mr. Hinman was a partner in the Silicon Valley office of Simpson Thacher & Bartlett LLP, where he practiced in the corporate finance group.  He has advised issuers and underwriters in capital raising transactions and corporate acquisitions in a wide range of industries, including technology, e-commerce, and the life-sciences.

Prior to joining Simpson Thacher in 2000, Mr. Hinman was the managing partner of Shearman & Sterling’s San Francisco and Menlo Park offices.  He received his B.A. from Michigan State University with honors in 1977 and his J.D. in 1980 from Cornell University Law School, where he was a member of the Editorial Board of the Cornell Law Review.  He is a member of the Bar Association of the State of California and the Association of the Bar of the City of New York.  Mr. Hinman also is a fellow of the American Bar Foundation.

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.

Zally Ahmadi is SVP, Corporate Governance, ESG & 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.