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Directors' Institute on Corporate Governance (Eighteenth Annual)


Speaker(s): Anita B. Bandy, AnnaMaria DeSalva, Bindu M. Culas, Brandon Nelson, Cathy H. Conlon, Damian Williams, Elizabeth Gonzalez-Sussman, Glenn Booraem, Heidi S. DuBois, Jamie Beck Alexander, Jeffrey D. Karpf, Jim Stallings, Joan M. Loughnane, Joon H. Kim, Keir D. Gumbs, Linda E. Rappaport, Lucy Fato, Luke Dembosky, Marc R. Treviño, Marianne Brown, Mark J. Gentile, Marvin Smith, Miriam H. Wugmeister, Ning Chiu, Patricia L. Enerio, Prof. Judith H. Germano, R. Brad Oates, Sabastian V. Niles, William H. Hinman
Recorded on: Nov. 18, 2020
PLI Program #: 275440

Anita Bandy is an Associate Director in the Securities and Exchange Commission’s Division of Enforcement, where she assists in planning and directing the Commission’s enforcement program.  Anita joined the Commission in 2004 and then served in several positions of increasing responsibility in the Enforcement program.  During her tenure at the Commission, Anita has led multiple enforcement initiatives and has supervised dozens of investigations that resulted in actions spanning a wide range of matters, including financial fraud, offering frauds, market manipulation, the Foreign Corrupt Practices Act, the Jumpstart Our Business Startups Act, and other illegal acts that occur in the mergers & acquisitions, cyber, broker-dealer and investment-adviser space.  Prior to joining the SEC, Anita spent several years in private practice at the law firm of Proskauer LLP, where she focused on white collar and SEC defense work.  She received her J.D. with honors from American University and her undergraduate degree with honors from the University of Michigan.


AnnaMaria DeSalva is Chairman and CEO of Hill+Knowlton Strategies, one of the leading global strategic communications and public affairs advisory firms, with a network of 80 offices in more than 40 markets around the world.

Before joining H+K in June 2019, Ms. DeSalva served as Chief Communications Officer of E.I. du Pont de Nemours & Co. (DuPont) from 2014-2018, and subsequently as a senior advisor to Ed Breen, the CEO of DowDuPont, as he advanced the separation and launch of new independent public companies. During her tenure, Ms. DeSalva restructured the communications function, establishing new standards and protocols to reduce reputation risk and improve performance, while ensuring the company successfully navigated a series of special situations demanding highly sensitive and effective public strategies, including a proxy battle with an activist shareholder; a CEO transition; and the $130 billion merger of equals with Dow leading to the subsequent break-up and creation of three new industry-leading companies.

Prior to her tenure at DuPont, Ms. DeSalva led corporate affairs for the innovative core of Pfizer, where she played a principal role in the integration of Pfizer’s $68 billion acquisition of Wyeth and the turnaround of R&D. Earlier, she served as the global practice leader of healthcare at Hill & Knowlton and GCI Group, both WPP companies, delivering significant revenue growth for each firm. At Bristol-Myers Squibb, Ms. DeSalva led international public affairs in oncology, working principally in Europe, and later became director of the Bristol-Myers Squibb Foundation.

Ms. DeSalva is Vice Chairman of the board of directors of XPO Logistics (NYSE: XPO), a technology-driven, Fortune 200 global provider of transportation and supply chain solutions, where she also chairs the nominating and governance committee.   She serves on the Board of Governors of Argonne National Laboratory, a leading science and engineering center of the U.S. Department of Energy, where she is a member of the compensation and nominating committees. Ms. DeSalva is a guest lecturer in the graduate degree programs in corporate communications at the University of Southern California and Georgetown University and is executive in residence at the Raymond A. Mason School of Business of The College of William & Mary.


Brad Oates once had a distinguished professional football career in the National Football League after a noted athletic career at Brigham Young University (“BYU”) where Brad was a two-time captain of the football team and was named to the 1975 Associated Press All-American team. Brad augmented his off seasons in the NFL by attending law school at BYU’s Law School. He graduated with honors in 1982, and he was awarded the Professional Responsibility Award by the Utah Bar Association. In 1985, Brad began his multi-faceted professional career in Texas, beginning with the banking industry. Brad is currently Chairman of Stone Advisors, LP, a Dallas-based buyout, business advisory, and resolution services firm. Former senior executive positions include: Chairman of NFC Global; Chairman of Universal Hardwood Flooring; Chairman of eBureau; Chairman of RiskWise International; President of LexisNexis Risk Solutions Group; Executive Vice President of Stone Capital; President/COO of Bluebonnet Savings Bank; and SVP/General Counsel of Stockton Savings Bank. Brad holds an Executive Masters Professional Director Certification from the American College of Corporate Directors, and serves as an independent board member at CIT Group (NYSE:CIT). He also serves on the Advisory Board of the Institute for Excellence in Corporate Governance that is associated with the Jindal School of Business at University of Texas – Dallas. He is a former Chairman of the Texas Savings and Community Bankers Association. And, he is a noted lecturer on business ethics and corporate governance.


Brandon Nelson is General Counsel and Corporate Secretary at JetBlue, with responsibility for legal, compliance, ESG and sustainability, and cybersecurity at the growing airline. 

Nelson joined JetBlue in 2005 and has held a number of leadership roles within the legal team. His diverse experience includes leading a team of transactional lawyers who represent the company in commercial, marketing, real estate, business development, intellectual property and technology matters. 

He also serves on the investment committee of the company’s wholly owned corporate venture capital fund, JetBlue Technology Ventures. 

Prior to JetBlue, Brandon practiced corporate and business litigation law at firms in California and New York, most recently at Shearman & Sterling.  

He holds a bachelor’s degree in business from Howard University and a J.D. from New York University School of Law.

 


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.


Elizabeth R. Gonzalez-Sussman is a partner in Olshan Frome Wolosky LLP’s Corporate/Securities Law Practice and Shareholder Activism Practice, and acts as counsel to clients in the areas of corporate and securities law, mergers and acquisitions, and shareholder activist situations.

Elizabeth represents and provides strategic guidance to hedge funds and other large investors in shareholder activist situations, including large stock accumulations, behind-the-scenes engagements, letter writing campaigns, negotiated settlements, proxy contests, hostile takeovers and other activist related M&A activity.  She also advises individual directors and management teams in board disputes at private and public companies.  Recent representations have included a negotiated settlement by an investor group led by Legion Partners at Bed Bath & Beyond, a negotiated settlement by an investor group led by Ancora Advisors at Big Lots, successful proxy campaigns by investor groups at EQT Corporation and GameStop Corp., and the successful unsolicited acquisition of Perry Ellis International by its founder George Feldenkreis.

Elizabeth also assists both public and privately-held companies in mergers and acquisitions, capital raising transactions, tender and exchange offers, and general corporate and securities law matters, including SEC reporting and corporate governance.

Elizabeth was recognized by The Legal 500 as one of five "Leading Lawyers" in the United States in the area of shareholder activism - advice to shareholders in 2020 and previously was recognized as a "Recommended Lawyer" in the same category in 2019, named to the Notable Women in Law by Crain's New York Business in 2019 and 2020, and consistently named to the New York Super Lawyers Rising Stars list.

Elizabeth received her J.D from Columbia Law School and holds a B.A., cum laude, from New York University College of Arts and Science.


Glenn Booraem is a principal at Vanguard and the company’s investment stewardship officer. He joined Vanguard in 1989, and has led investment stewardship efforts since 2001. He has also served as the controller and treasurer for each of the Vanguard funds.

In addition to engaging with the Vanguard funds’ portfolio companies and frequently serving as a speaker on governance to industry groups, Mr. Booraem represents Vanguard and its investors in a number of industrywide initiatives. He has been a member of the New York Stock Exchange (NYSE)’s Proxy Working Group, the NYSE’s Commission on Corporate Governance, the working group for the Shareholder-Director Exchange (SDX) Protocol, and the advisory board on corporate/investor engagement for The Conference Board Governance Center. Most recently, he has served as a member of the Blue Ribbon Commission on Building the Strategic-Asset Board of the National Association of Corporate Directors (NACD). The NACD has included Mr. Booraem in its annual “Directorship 100” list each year since 2010; the list recognizes the “most influential people in corporate governance.”

Mr. Booraem earned a B.B.A. from Temple University and is a graduate of the advanced management program at Harvard Business School.


Heidi DuBois is an environmental, social and governance (ESG) expert with two decades of experience in the legal, corporate governance and sustainability areas. Heidi has advised numerous companies on ESG strategy, execution and reporting; engagement with investors and other stakeholders; and partnerships with NGOs and civil society organizations to advance ESG objectives. 

Heidi is passionate about defining the evolving role of business in society, grounded in the proposition that companies with a clear sense of purpose are better positioned for long-term success. As Head of ESG Heidi works with boards and senior executives on the design, execution and communication of their ESG strategies to multiple stakeholders. Prior to joining Edelman, Heidi was ESG Director for the Society for Corporate Governance, where she developed new programs and managed thought leadership and engagement on emerging ESG trends for boards of directors, business leaders, and corporate governance professionals. Previously, she oversaw the corporate social responsibility and philanthropic functions for BNY Mellon and was instrumental in redesigning the firm’s approach to ESG reporting and communications, as well as executing partnerships with external stakeholders, including the United Nations Foundation. She also co-authored reports on the opportunities inherent in gender-lens investing, one of which launched at the World Economic Forum in Davos.

Earlier in her career, Heidi practiced law at Debevoise & Plimpton before serving in positions of increasing responsibility in governance and sustainability at Assurant and PepsiCo. She helped establish the Berkeley Sustainable Business and Investment Forum, focusing on evolving concepts of risk management, capital allocation, and sustainable business practices as contributors to long-term value creation.

Heidi holds an A.B. from Harvard College and a J.D. from Columbia Law School. She serves on the Advisory Boards of the Business in Society Institute at Berkeley Law School and the GreenBiz GreenFin Summit. She is a past member of the Aspen Institute Business and Society Leaders Forum, a past president of the New York chapter of the Society for Corporate Governance, and serves as a Trustee for the Unitarian Church of All Souls.

Heidi resides in New York City with her husband and daughter.


Jamie Beck Alexander is a solutions-oriented corporate climate advocate, coalition builder, and founding Director of Drawdown Labs. Jamie joined the Project Drawdown team from Ceres, where she led corporate engagement on the west coast, working with companies to set ambitious emission reduction targets and leveraging their influence in support of strong climate and clean energy policies. At Ceres, she launched a public-private partnership with the City of San Francisco and Bay Area companies to identify and deploy collaborative solutions to decarbonize the transportation sector.

Previously, Jamie served as a Civil and Foreign Service Officer with US Agency for International Development (USAID), implementing projects to combat malaria and other infectious diseases, serving in Bangladesh, India and Tanzania. At USAID, she led an agency-wide effort to better integrate local solutions and voices into foreign aid programming and decision-making. She has also worked with the UN Office of the Secretary-General, the design firm IDEO, and indigenous peoples in the US, Amazon and Andes. Bringing this multidisciplinary background and solutions focus to bear, Jamie leads Drawdown Lab's work with companies to deploy climate solutions at scale.


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.


Joon H. Kim is a partner based in Cleary Gottlieb’s New York office. His practice focuses on white-collar criminal defense, internal corporate investigations, regulatory enforcement, and crisis management, as well as complex commercial litigation and arbitration.

Joon has enjoyed a distinguished career over two decades at high levels of government and in private practice at the firm, personally trying over a dozen federal jury trials and actively participating in dozens more.

From March 2017 to January 2018, he served as the Acting U.S. Attorney for the Southern District of New York. As the most senior federal law enforcement officer in the district, he oversaw all criminal and civil litigation conducted on behalf the United States and supervised the work of about 220 Assistant U.S. Attorneys handling a wide range of cases, including securities fraud, cybercrime, domestic and foreign corruption, money laundering, tax litigation, terrorism, racketeering, Bank Secrecy Act and sanctions violations, theft of trade secrets, and economic espionage, as well as civil rights, false claims act, civil enforcement, and environmental matters. Before becoming Acting U.S. Attorney, Joon served in various leadership positions in the office, including Deputy U.S. Attorney, Chief of the Criminal Division, and Chief Counsel to the U.S. Attorney.

Joon joined the firm in 1997 as an associate in the litigation group. From 2000 to 2006, he was an Assistant U.S. Attorney in the Southern District of New York. From 2006 to 2013, he was part of the firm’s enforcement and litigation group, becoming partner in 2009. He has represented major financial institutions, global conglomerates, and senior executives in criminal and regulatory matters, as well as in complex civil litigation and international arbitration. He rejoined the firm in 2018.


Judith H. Germano is a nationally recognized thought leader on cybersecurity governance and privacy issues.  A former federal prosecutor for 11 years and founder of GermanoLaw LLC, Judi advises public and privately-held companies on cybersecurity and privacy matters, and represents companies and individuals on issues relating to fraud and other financial crimes, and regulatory-compliance.  Judi is a Professor and Distinguished Fellow at the NYU Center for Cybersecurity (CCS) (teaching incident response, cybercrime and emerging threats), and an Adjunct Professor of Law at NYU School of Law.  Judi spearheads the NYU Cybersecurity Leaders roundtable series, engaging corporate executives and senior government officials to address critical cybersecurity concerns, and chairs NYU’s Women Cybersecurity Leaders annual conference.

Judi is a current Member on the Board of Advisors for TruePic, a photo and video verification platform, #16 on Fast Company's list of Most Innovative Companies, and #1 in the Social Good Category. 

Judi previously was Chief of Economic Crimes at the U.S. Attorney’s Office for the District of New Jersey where she supervised and prosecuted complex criminal cases of national and international impact, involving cybercrime, securities and other financial fraud, identity theft, corruption, export enforcement and national security.  Before joining the U.S. Attorney’s Office, Judi worked at the global law firm Shearman & Sterling, and served as a law clerk to federal judges on the U.S. Court of Appeals for the Second Circuit, and the U.S. District Court for the District of Connecticut.

Judi’s publications include, among others:  Cybersecurity Partnerships:  A New Era of Collaboration; Third-Party Cyber Risk & Corporate Responsibility; and After the Breach: Cybersecurity Liability Risk.  Judi is a frequently sought-after public speaker, and has spoken at numerous national and international events for companies, government agencies, and academia.  Judi has appeared on BBC World News and HuffPost Live, and been quoted in Forbes, the Washington Post, CNBC and elsewhere.

GermanoLaw LLC is a wholly woman-owned and run law firm.  Judi founded GermanoLawLLC in 2013 to provide client-focused advice, representation and education for companies and individuals.


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

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

Honors and Rankings

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


Lucy Fato leads AIG's Global Legal, Compliance and Regulatory groups. She is also Global Head of Communications and Government Affairs, overseeing the company’s internal and external communications, public policy and sustainability efforts.

Prior to joining AIG, Ms. Fato was Managing Director, Head of the Americas & General Counsel of Nardello & Co., a global private investigative firm, where she remains on the Advisory Board.

Previously, Ms. Fato was Executive Vice President & General Counsel of McGraw Hill Financial (now known as S&P Global). Prior to joining McGraw Hill Financial, Ms. Fato was Vice President, Deputy General Counsel & Corporate Secretary at Marsh & McLennan Companies. Ms. Fato began her legal career at the law firm Davis Polk & Wardwell where she spent fourteen years, including five as a partner in the capital markets group.

Ms. Fato is a member of the Department of Financial Services (DFS) State Insurance Advisory Board and a member of the Life Insurance Council of NY (LICONY) Board of Directors.

Each year since 2018, Ms. Fato has been included in NACD Directorship magazine’s list of the 100 most influential people in the boardroom community, including directors, corporate governance experts, regulators and advisors. In 2015 and 2017, she was named by Ethisphere magazine as one of the “Attorneys Who Matter” for her dedication to furthering corporate ethics.

Ms. Fato serves on the Board of Directors of Advocates for Children of New York, a non-profit organization that works on behalf of children who are at greatest risk for school-based discrimination and/or academic failure to ensure a high-quality education. She also serves on the Board of Trustees of the Randall’s Island Park Alliance, a non-profit organization that works with the City of New York and local communities to maintain the park for the wellbeing of all New Yorkers. Additionally, she serves as a member of the Board of the Coalition for the Homeless, the nation’s oldest advocacy and direct service organization helping homeless men, women and children.


Luke Dembosky co-chairs Debevoise & Plimpton’s global Cyber and Data Privacy Practice.  He advises companies on managing cyber risks, responding to cyber incidents, and handling related internal investigations and regulatory defense.  Mr. Dembosky is ranked among the top privacy and data security attorneys by Chambers and as an industry leader by The Legal 500 US.  He was named by the National Law Journal to its list of “Cyber Security Trailblazers” and by Cybersecurity Docket to its “Incident Response 30” – the 30 “best and brightest data breach response lawyers.”

Mr. Dembosky joined Debevoise in March 2016 after serving as Deputy Assistant Attorney General for National Security at the U.S. Department of Justice, where he oversaw DOJ’s first national security cyber portfolio.  Prior to that, Mr. Dembosky served in various roles over 14 years with DOJ, including as Deputy Chief for Litigation at the Computer Crime and IP Section; DOJ representative at the U.S. Embassy in Moscow, Russia; and as a federal cybercrime prosecutor in Pittsburgh.  He was the senior DOJ official on the Target, Sony Pictures, Home Depot, Anthem and OPM breaches, among many others, and received the Attorney General’s Distinguished Service Award for leading the GameOver Zeus botnet takedown.  He participated in the negotiation of a 2013 cyber accord with Russia and the historic 5-point agreement signed by President Obama and President Xi Jinping of China in 2015, and has co-represented DOJ in cyber negotiations at the United Nations Group of Government Experts.

Mr. Dembosky co-chairs the International Bar Association’s Cyber Crime Subcommittee and has taught cyber issues at the Naval Postgraduate School Center for Homeland Defense and Security’s Executive Leadership Program.


Mark J. Gentile is a member of the Wilmington, Delaware firm of Richards, Layton & Finger, P.A. Richards Layton is Delaware’s largest law firm and is best known for its expertise in corporate law. Mr. Gentile’s practice focuses on the General Corporation Law of the State of Delaware, advising corporations, officers, directors, board committees, and stockholders in connection with mergers and acquisitions, divestitures, recapitalizations, strategic planning, major equity investments, and corporate governance issues. Mr. Gentile currently represents directors of companies listed on NYSE and NASDAQ in connection with these matters.

Mr. Gentile is an appointed member of the American Bar Association’s Committee on Corporate Laws, where he most recently co-chaired the ABA’s Task Force on The Corporate Director’s Guidebook. He is a contributing author to The Delaware Law of Corporations and Business Organizations, has authored numerous articles on various aspects of corporate law, and is a frequent lecturer regarding corporate law and business combinations at securities and corporate law symposiums.

Chambers USA - America’s Leading Lawyers for Business has recognized Mr. Gentile for excellence in corporate law. He has also been listed in the Lawdragon 500 Leading Lawyers in America, the Lawdragon 500 Top Dealmakers in America, The International Who’s Who of Business Lawyers, The Best Lawyers in America, and Delaware Super Lawyers.

Mr. Gentile received his JD, cum laude, from Boston University School of Law, where he was managing editor of the Law Review.


Ms. Rappaport is Of Counsel at Shearman & Sterling LLP, an international law firm headquartered in New York, having been a partner at the firm for over 30 years. As a lawyer, she focuses on executive compensation and corporate governance. She currently serves as the Chair of the Board of Trustees of The New School. Her not-for-profit activities have also included membership on the boards of the Legal Aid Society, the New York Women’s Foundation, and Wesleyan University.


Ning Chiu is counsel in Davis Polk’s Capital Markets Group, with an emphasis on advising public companies and their boards of directors on corporate governance, securities law and regulatory requirements. Her representative matters include advising boards and companies on board and disclosure issues, including director independence, board and committee structure, securities law compliance, board leadership structures, board composition, proxy disclosure, listing standards, shareholder proposals, shareholder engagement and relationships, annual meetings, committee charters, listing standards and the impact of proxy advisory firms. Her practice focuses on new developments and changing best practices in governance matters. She has represented both issuers and underwriters on a number of significant securities transactions, including one of the largest IPOs in U.S. history.

Ms. Chiu graduated New York University School of Law in 1995, where she served as the Editor of the NYU Journal of International Law and Politics. After graduation, she joined Davis Polk & Wardwell as an associate. Ms. Chiu served as Corporate and Securities Counsel of General Electric from 2005 to 2007, where she advised on corporate governance, securities law disclosure compliance, shareholder outreach and shareholder proposals. She rejoined Davis Polk as counsel in 2007.   

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

 


Patricia L. Enerio is a partner at Heyman Enerio Gattuso & Hirzel LLP in Wilmington, Delaware.  She focuses her practice on corporate governance, partnership and limited liability company disputes in the Delaware Court of Chancery.  Her practice includes representing both public and private companies and their directors and officers in stockholder class actions and derivative suits involving mergers and acquisitions and other transactions that implicate directors’ and officers’ fiduciary duties.  Her practice also includes counseling boards of directors and special committees regarding their fiduciary duties and internal corporate governance.

Tricia clerked for the Delaware Court of Chancery in 1998-1999.  She was the first law clerk to The Honorable Leo E. Strine Jr.

Tricia is AV rated by Martindale-Hubbell, and she is part of the less than 5% of women lawyers who have been recognized with an AV Preeminent Rating.  In connection with her AV rating, Tricia was recognized as “a top notch litigator with a keen understanding of the Delaware Courts.”  Tricia has also been named as a Delaware Super Lawyer in the field of Business Litigation, and she is listed in the Best Lawyers in America in the fields of Corporate Law and Litigation—Mergers and Acquisitions.

Tricia is a member of the Court of Chancery Rules Committee.  She is also the founder of Women Chancery Lawyers (a.k.a. Chancery Chicks), a networking group for women lawyers who practice corporate and commercial litigation in the Delaware Court of Chancery.


Sabastian V. Niles is a Partner at Wachtell, Lipton, Rosen & Katz where he focuses on rapid response shareholder and stakeholder activism 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.

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 Barry Rosenstein/JANA Partners, Bill Ackman/Pershing Square, Carl Icahn, Daniel Loeb/Third Point, David Einhorn/Greenlight Capital, Glenn Welling/Engaged Capital, Jeff Smith/Starboard Value, Jeffrey Ubben/ValueAct, Jonathan Litt/Land & Buildings, Keith Meister/Corvex, Mick McGuire/Marcato, Nelson Peltz/Trian, Scott Ferguson/Sachem Head, Paul Singer/Elliott Management, 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.  His speaking engagements have addressed topics such as Shareholder Activism; The New Paradigm of Corporate Governance; Hostile Takeovers; Strategic Transactions and Governance; M&A Trends; 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 received his juris doctorate from Harvard Law School, where he co-founded the Harvard Association of Law and Business (and continues to serve on the Advisory Board) 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.

 


Bindu has over twenty years of experience advising clients on the regulatory aspects of designing and structuring equity incentive programs, employment agreements, and severance and change-of control plans.  Bindu has worked with both domestic and foreign publicly traded and privately held companies, as well as pre-IPO companies.

Before joining FW Cook, Bindu was a partner and the Head of Executive Compensation at Linklaters LLP, an international law firm.  Prior to that she was an attorney in the corporate and executive compensation departments at Sullivan & Cromwell LLP.

Bindu is a member of the New York State Bar and received her J.D. and B.S. (with distinction) degrees from New York University.  She writes and speaks frequently at regional and national ABA, American Law Institute, NASPP and PLI events.


Cathy is Vice President and head of Corporate Issuer Product and Strategy for Broadridge’s Investor Communications Solutions (ICS) division.  In this role, Cathy leads the development, implementation, and delivery of a comprehensive product and market strategy to achieve Broadridge’s Corporate Issuer revenue and EBIT targets.  Cathy is also responsible for the development and execution of the Corporate Issuer Strategy, ensuring alignment with Broadridge’s leadership position in proxy communications and in continuing to gain the support of companies for Broadridge’s role in the proxy process.  She spearheads the Corporate Issuer product organization to drive product development, product execution and results and identifies and drives growth through acquisition.


Few lawyers in the world have Miriam’s breadth and understanding of privacy and data security laws, obligations, and practices. In the words of her clients, she is “extremely practical and phenomenally smart. Just about one of the best privacy advisers there is” (Chambers USA).

Co-chair of Morrison & Foerster’s preeminent Global Privacy and Data Security Group and ranked among the top in the profession by all major directories, Miriam is regularly called upon by some of the world’s largest and most complex multinational organizations to confront their most difficult U.S. and international privacy challenges. “Tremendous at helping you come up with practical solutions to real problems” (Chambers USA), she develops cutting-edge solutions for clients that marry legal compliance with business realities.

Having helped hundreds of clients respond to data security incidents, Miriam works with companies to develop comprehensive customized incident response plans, training staff, conducting extensive table top exercises, and addressing key issues with Boards of Directors and executive management.

Miriam advises organizations on the planning and execution of complex global compliance efforts, assists in the negotiation of strategic deals, and defends regulatory and litigation matters relating to privacy and data security in the United States and internationally. She serves as an arbitrator for the EU-U.S. Privacy Shield Framework Binding Arbitration Program. Miriam regularly advises on the global collection, use, and sharing of employee, customer, vendor, and consumer personal information and ediscovery and employee monitoring issues, as well as on developing data security policies and procedures and cybersecurity preparedness and response plans. She also counsels clients on cutting-edge consumer privacy issues surrounding emerging technologies such as the Internet of Things (IoT), telematics, and big data. Miriam also serves as a board member of the ADP AI & Data Ethics Committee.

As leader of the Global Privacy Alliance (GPA), Miriam encourages the rational development of privacy laws around the world and monitors privacy practices, laws, and regulations globally. On behalf of the GPA’s members, she takes an active role in anticipating upcoming privacy legislation and educating regulators on the commercial implications of proposed regulations.

Chambers USA and Chambers Global recommend Miriam in the top tier of privacy and data security lawyers worldwide, and Legal 500 US recognizes her as a leading lawyer for her “professionalism and strong international presence.” For her work in data protection and privacy, Miriam is an inaugural inductee into the 2017 Legal 500 Hall of Fame, which is comprised of outstanding U.S. lawyers who have been recommended as Legal 500 “Leading Lawyers” for the last six consecutive years. In 2016, she was named one of Financial Times’ “Top 10 Innovative Lawyers in North America” and a National Law Journal “Cybersecurity and Data Privacy Trailblazer” for her breakthrough work in this space. Miriam was previously designated an Ethisphere “Attorney Who Matters” and a BTI Client Service All-Star, and she is featured in Best Lawyers in America, 2021.


In his role as Director of Stakeholder Outreach, Marvin Smith develops relationships and structures engagements with market participants for dialogues with the Research Team and SASB Standards Board regarding feedback on financially-material sustainability topics. This feedback ensures that the standards update process remains market informed. His work includes managing the activities related to the SASB Standards Advisory Group (SAG), a standing committee of volunteer industry experts who provide feedback on the implementation and use of the SASB Standards.

Prior to joining SASB, Mr. Smith served as a sustainability consultant where he was responsible for facilitating discourses and partnerships regarding sustainability issues between companies and NGOs. He helped companies understand trends and best practices in shareholder advocacy, transparency, and the dissemination of environmental, social and governance (ESG) information, including materiality assessment and CSR reporting.


Jim is the Founder and CEO of PS27 Ventures, a firm that invests in early stage technology companies. Jim has been directly involved in starting dozens of new ventures in FinTech, HealthTech, Ecommerce, and Software as a Service solutions. He believes innovation should be the core offensive strategy of any company, “either disrupt of be disrupted”. Prior to PS27 Ventures, Jim was IBM General Manager of several major lines of business including the company's $7B Linux software business, its intellectual property division with 39,000 patents and its $21B global hardware sales group. He started his business career as a data analyst in the Space Division at General Electric.  Jim earned a Bachelor of Science degree from the US Naval Academy and served as a Captain in the US Marine Corps. He is on the Board of Directors at Fidelity National Information Systems (FIS), UGI Corporation (UGI) and Cannae Holdings, Inc (CNNE). He also serves as a Trustee on the Folded Flag Foundation which provides scholarships to descendants of fallen warriors in the US Military.


Joan Loughnane joined Sidley after serving in a series of leadership positions in the United States Attorney’s Office for the Southern District of New York, including Acting Deputy United States Attorney. In that role — the second highest in the office — she oversaw more than 200 prosecutors and lawyers in the office’s criminal and civil divisions, and acted as the office’s primary liaison to the Department of Justice’s leadership in Washington, numerous federal and state law enforcement agencies, and the United States District Court. Joan previously held a number of other senior leadership positions in the office, including Chief Counsel to the United States Attorney, Acting Chief of the Complex Frauds and Cybercrime Unit, Deputy Chief of the Criminal Division (during which time she was the office’s Project Safe Childhood coordinator, focusing on child exploitation issues) and Co-Chief of the General Crimes Unit.

Prior to her supervisory roles, Joan spent the earlier part of her 15-year career as a federal prosecutor investigating and trying cases in a variety of the U.S. Attorney’s Office’s trial units, including the Securities and Commodities Fraud Task Force and the Violent Crimes Unit. In that time, she served as lead counsel on nine federal trials, and briefed and argued numerous cases in the United States Court of Appeals for the Second Circuit.

Joan was named to Crain’s New York Business’ 2020 “Notable Women in Law” list for her leadership, mentoring and public service over the span of her 20-year legal career. She has also been recognized in Benchmark Litigation’s 2020 directory in the areas of general commercial, securities and white collar litigation. In 2018, Joan received the New York City Bar Association’s prestigious Henry L. Stimson Medal, awarded annually to outstanding Assistant U.S. Attorneys in the Southern and Eastern Districts of New York.

Joan began her legal career as a law clerk for United States District Judge Lewis A. Kaplan and spent three years as an associate at a well-known New York law firm.


Ms. Brown is the former Co-Chief Operating Officer of Fidelity National Information Services, Inc. (“FIS”), a financial services technology company, where she served from 2018 to 2019.  She served as Chief Operating Officer, Institutional and Wholesale Business, of FIS from 2015, when it acquired SunGard Financial Systems LLC, a software and IT services provider, to 2018.  She served as the Chief Operating Officer of SunGard Financial Systems from 2014 to 2015.  Prior to that, Ms. Brown was the CEO and President of Omgeo, a financial services technology company, from 2006 to 2014.  Before joining Omgeo, she was the CEO of the Securities Industry Automation Corporation, a technical services company and subsidiary of the New York Stock Exchange.  Ms. Brown began her career at Automatic Data Processing, where she last served as general manager of Brokerage Processing Services, which spun off to become part of Broadridge Financial Services.

Ms. Brown has served as a director of Northrop Grumman Corporation, an aerospace and defense technology company, since 2015, VMware, Inc., a software and cloud computing company, since 2019, Akamai Technologies, Inc., a cybersecurity company, since 2020, and The Charles Schwab Corporation, a leading provider of financial services, since 2020.


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.


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

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

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

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

Recent Recognitions

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