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ESG 2020: What It Means for Boards, Management, and Counsel


Speaker(s): Anuj A. Shah, Ashley C. Walter, Catherine G. Dearlove, Charles M. Elson, Courteney Keatinge, Cyrus Lotfipour, David L Wales, David M. Silk, Evan Harvey, Jonathan E. Richman, Joshua M. Newville, Kristen B. Sullivan, Lori Zyskowski, Mary L. Weber, Michael Torrance, Thomas L. Riesenberg, Todd Cort, Veena Ramani, Yafit Cohn
Recorded on: Jul. 24, 2020
PLI Program #: 276965

Ashley Walter is a business lawyer who specializes in advising technology and life sciences companies regarding corporate social responsibility (CSR) governance and compliance with CSR-related legal requirements and standards. Ashley’s practice also includes representing clients before government agencies in connection with competition and national security filings, and he has experience advising on a wide variety of corporate matters including formations, intellectual property and employment matters, venture capital financings, and mergers and acquisitions.

As chair of the CSR Governance & Compliance Practice Group of Fenwick & West, Ashley provides value to clients by bringing to bear a firm grounding in corporate social responsibility substantive issues, sector-specific knowledge, a deep familiarity with current and proposed CSR-related legal requirements, a practical understanding of technology company supply chains and significant experience in the design and implementation of responsibility management systems, such as CSR policies and standards. Ashley has assisted companies with designing and implementing tailored CSR policies and procedures that are responsive to stakeholder expectations (including those of investors and customers), industry practice, international standards and applicable law.

Ashley is a founder and past chair of the Corporate Social Responsibility Law Committee of the ABA Business Law Section and has published and lectured on CSR, including at Stanford Law School, where he has taught the course "Corporate Social Responsibility" and has served as a panelist for the Stanford Directors’ College. Clients that Ashley has previously advised with respect to CSR-related matters include prominent public companies that operate across various sectors such as Aviat Networks, Broadcom, Coherent, Mattson Technology, Netgear and Polycom.

Ashley recently served as co-editor of the ABA’s The Lawyer’s Corporate Social Responsibility Deskbook, a comprehensive resource designed to serve as a valuable practice tool for in-house and outside counsel in addressing ESG performance and risk.

While in law school, Ashley was editor-in-chief of the Stanford Journal of Law, Business and Finance. He conducted climate change research in the U.S. and Denmark under Stanford Law School professor Thomas Heller, Advisor to the Secretary-General of the United Nations’ High-level Advisory Group on Climate Change Financing, as part of Stanford Law School’s Climate Change Workshop. He also drafted the environmental sustainability proxy voting guidelines for the Stanford Management Company as a panel member of the Stanford University Advisory Panel on Investment Responsibility and Licensing and submitted a business plan that was named a finalist in a Stanford University campus-wide funding competition.

Prior to joining Fenwick & West, Ashley was a corporate attorney in the Seattle office of Wilson Sonsini Goodrich & Rosati.


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

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

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


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

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

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

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

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


Courteney Keatinge oversees Glass Lewis’ research and vote recommendations for shareholder proposals and covers research on major environmental and social issues in all major markets. Courteney plays a lead role in Glass Lewis’ partnerships with ESG data providers and specializes in issuer and stakeholder engagement, corporate governance and ESG analysis. She is also an active participant in Glass Lewis’ policy and product development. She has written reports for Glass Lewis including Greening the Green: Linking Executive Compensation to Sustainability and Mind the Gap: Board Gender Diversity. She has also contributed to a variety of papers with organizations including the UN PRI and Ceres on issues related to ESG and corporate governance. Before joining Glass Lewis, Courteney worked on corporate governance and corporate social responsibility issues at the California Public Employees’ Retirement System and the Colorado Public Employees’ Retirement Association. She has also filled roles including social media manager and scribe and as a featured author in the Yearbook for the International Corporate Governance Network. Courteney is among the first cohort of SASB FSA Credential-holder and also holds a bachelor’s degree in business administration and a master’s degree in business administration, with a concentration in corporate social responsibility from Daniels College of Business at the University of Denver.


Cyrus Lotfipour, CFA is an Executive Director and Head of Models and R&D for MSCI ESG Research. He leads a global team that is responsible for the development and maintenance of the ESG Ratings methodology. Prior to his current role, Cyrus led the North American ESG Ratings team and was sector lead for Chemicals and Capital Goods research at MSCI ESG Research. Based in New York City, Cyrus joined MSCI in 2009 and holds a dual degree in economics and biology from Bates College. He is also a CFA charterholder and a member of the CFA Society New York.


David M. Silk is a partner of Wachtell, Lipton, Rosen & Katz where he focuses on merger and acquisition transactions, takeover defense, private equity transactions, corporate governance, ESG and sustainability issues, proxy contests, restructurings, joint ventures and securities laws. He represents public and private companies and private equity funds worldwide and in a wide variety of industries.

David is a graduate of the University of Pennsylvania School of Law, where he was a member of the editorial board of the University of Pennsylvania Law Review and the Order of the Coif.  He has lectured frequently on governance, ESG and transactional topics and has served as an adjunct faculty member at the University of Pennsylvania Law School teaching a course on mergers and acquisitions.  David is a member of the Corporate Laws Committee of the of the American Bar Association, a past chairman of the Corporation Law Committee of the Association of the Bar of the City of New York and a member of the Board of Overseers of the University of Pennsylvania School of Law and is co-chair of the Board of Advisors of the Institute for Law and Economics at the University of Pennsylvania.


Evan Harvey is the Global Head of Sustainability for Nasdaq. He manages all corporate sustainability (environmental, social, and governance strategy), philanthropy, and volunteerism efforts for the global exchange. Evan currently serves on the Network USA Board of the United Nations Global Compact (UNGC) and the GRI Global Sustainability Standards Board (GSSB), and previously chaired the WFE Sustainability Working Group. He also actively supports the Impact2030 Metrics Council, the Social & Human Capital Coalition, the Strategic Investor Initiative at CECP, and the 30% Club. His work has been published in Forbes and Capital Finance International.  Evan holds a B.A. and an M.A. from the University of Texas, and lives outside Washington DC.


Joshua M. Newville is a partner in the Litigation Department and a member of Proskauer's White Collar Defense & Investigations Group and the Asset Management Litigation team.

Josh handles securities litigation, enforcement and regulatory matters, representing corporations and senior executives in civil and criminal investigations. In addition, Josh advises registered investment advisers and private fund managers on regulatory compliance, SEC exams, MNPI/insider trading and related risks.

Before joining Proskauer, Josh was senior counsel in the U.S. Securities and Exchange Commission’s Division of Enforcement, where he investigated and prosecuted violations of the federal securities laws. Josh served in the Enforcement Division’s Asset Management Unit, a specialized unit focusing on investment advisers and the asset management industry. His prior experience with the SEC provides a unique perspective to help asset managers manage risk and handle regulatory issues.


Lori Zyskowski is a partner in Gibson Dunn’s New York office and Co-Chair of the Firm’s Securities Regulation and Corporate Governance Practice Group. Ms. Zyskowski advises public companies and their boards of directors on corporate governance matters, securities disclosure and compliance issues, executive compensation practices, and shareholder engagement and activism matters.

Ms. Zyskowski advises clients, including public companies and their boards of directors, on corporate governance and securities disclosure matters, with a focus on Securities and Exchange Commission reporting requirements, proxy statements, annual shareholders meetings, director independence issues, and executive compensation disclosure best practices.  Ms. Zyskowski also advises on board succession planning and board evaluations and has considerable experience advising nonprofit organizations on governance matters.

Before joining Gibson Dunn, for over a decade Ms. Zyskowski served as internal securities and corporate counsel at several large publicly traded companies, including most recently at General Electric Company.  Her in-house experience provides a unique insight and perspective on the issues that her clients face every day. 

Ms. Zyskowski is a frequent speaker on governance, proxy and securities disclosure panels and is very active in the corporate governance community. She is a former member of the board of directors of the Society for Corporate Governance and served as the President of its New York Chapter from 2016-2017.

She graduated from Columbia University School of Law in 1996 and was a Harlan Fiske Stone Scholar. Ms. Zyskowski received her undergraduate degree from Harvard University.

 


Mary Louise Weber is Associate General Counsel – Governance and ESG at Verizon, where, as part of Verizon’s newly-formed cross-functional ESG team, she has focused on expanding the company’s environmental, social and governance (ESG) engagement and reporting. Over the past year, Mary Lou and the team successfully transitioned Verizon’s historical corporate responsibility reporting to an investor-focused ESG report with content informed by the Global Reporting Initiative (GRI) standards, the Sustainability Accounting Standards Board’s (SASB) Telecommunications Services standard, feedback received through engagement with Verizon’s institutional investors and a third-party materiality assessment. The team also produced Verizon’s first report aligned with the recommendations of the Taskforce on Climate-related Financial Disclosures (TCFD), which shares Verizon’s climate change resilience story and helps stakeholders better understand how the company is mitigating climate change risks and proactively pursuing the opportunities of the transition to a low-carbon economy.

Mary Lou has been a member of Verizon’s corporate governance group for over 20 years, advising on a variety of corporate legal matters, including securities law compliance and corporate governance. Prior to joining Verizon in 1998, Mary Lou was a partner and associate in the Business & Finance group of Reid & Priest LLP in New York.  She has a Juris Doctor degree from the University of Virginia School of Law and a Bachelor of Arts degree in Philosophy from Smith College.


Michael Torrance is Chief Sustainability Officer of BMO Financial Group, leading strategy and implementation of sustainability governance, disclosure, engagement and innovation at BMO Financial Group. Before joining BMO Michael was a Partner at an international law firm where he spearheaded the development of a global environmental, social and sustainability governance risk advisory practice.  His experience includes application of international standards of environmental and social risk management and human rights due diligence in the corporate and banking contexts. Michael has authored widely used texts and guides on international environmental and social governance frameworks including the Equator Principles and IFC Performance Standards on Environmental and Social Sustainability. Michael also hosts a podcast on sustainability that can be found at www.bmo.com/sustainabilityleaders.  Michael is a proud father of two and in his spare time enjoys the outdoors and travelling.


Yafit Cohn is Vice President, Chief Sustainability Officer and Group General Counsel at The Travelers Companies, Inc., where she is focused on developing the company’s environmental, social and governance (ESG) engagement and communications strategies, as well as implementing other “special projects” for senior management. Since joining Travelers in September 2017, Yafit has helped guide the company through the evolving ESG landscape and has led the company’s effort to produce its first comprehensive and integrated sustainability report. Yafit is a member of Travelers’ ESG and Disclosure Committees and serves as the Chair of the Society for Corporate Governance’s newly formed Sustainability Practices Committee. In 2019, Yafit was named on the list of 2020 Insurance Executives to Watch by Risk & Insurance and was short-listed as a finalist for Governance Professional of the Year by Corporate Secretary.

Before joining Travelers, Yafit was Counsel in Simpson Thacher’s New York office and a member of the Public Company Advisory Practice, where she advised public companies, corporate management and boards of directors on a broad array of issues pertaining to securities law and corporate governance, including SEC reporting and disclosure requirements, shareholder proposals, the impact of proxy advisory firms, and responses to formal and informal SEC inquiries. Prior to that, Yafit spent nine years as a litigator, focusing primarily on securities litigation and government investigations. Yafit has been a prolific writer and speaker on disclosure and corporate governance matters, as well as a frequent commenter in the press.

Yafit has a Juris Doctor degree from Columbia Law School, where she was a Harlan Fiske Stone scholar, and a Bachelor of Art degree in Political Science, summa cum laude, from Columbia College.


Anuj is a Managing Director for KKS Advisors, an advisory firm focused on sustainability strategy whose vision is to reshape markets. He is based in Boston, MA and leads business development and operational activities in the US with a focus on ESG and impact investing integration, impact measurement and management, corporate sustainability strategy, and product management. Anuj also works with the global KKS team on strategic partnerships, product development, and thought leadership.

Prior to KKS, Anuj was the Founder and Managing Director of Linear Impact Partners, a boutique advisory firm that developed sustainable investing strategies and solutions aimed at unlocking more capital towards positive social and environmental outcomes. His client work was primarily focused on the integration of impact investing business models, product design and distribution, and training and education.

Before founding Linear Impact Partners, Anuj was the Head of Strategy and Business Management for the Private Wealth Management business unit of Morgan Stanley. His responsibilities there spanned the ultra-high-net-worth client segment and included formulating growth strategies, identifying industry trends and responding to disruption, producing advanced data analytics to inform and drive insights, developing brand and content marketing efforts, and maximizing ROI through the efficient allocation of resources. Through his work in previous roles at Morgan Stanley, Lehman Brothers and Bankers Trust, Anuj has gained experience in post-M&A integration, portfolio analysis and reporting, and product management.

Anuj currently serves as an Advisor to BonBillo, an incubator program for startups using technology to advance the UN Sustainable Development Goals. He was previously Treasurer and on the Board of Directors of Page 73 Productions and was a member of the Executive Committee of the Alumni Association of the School of International and Public Affairs at Columbia University. He was also a former member of the Advisory Board of 118 Capital, an impact investing fund focused on underprivileged groups in the Americas.

Anuj earned a Master of International Affairs degree with concentrations in International Financial Policy and South Asia from Columbia University and a Bachelor of Science degree in Finance from Boston College. He resides with his wife and their son in Cambridge, Massachusetts.


Dr. Cort works at the intersection of corporate responsibility and sustainable finance. His objective is to reduce the barriers to moving capital (either corporate or investor) to more sustainable investments.  In this space, Dr. Cort is working on:

  1. Metrics and standards for measuring the environmental impacts of fixed income investment products such as green bonds
  2. Metrics and the underlying data for environmental, social and governance (ESG) that demonstrably drive corporate growth and improvement in equity value
  3. Metrics for underwriting more sustainable insurance products – particularly around the means to measure effective climate adaptation

In addition to these specific research areas, Dr. Cort educates and collaborates with investors and fund managers to effectively integrate sustainability into investment strategies.  These integrated investment strategies range from fixed income focused funds to venture capital strategies.

On the corporate side of sustainability, Dr. Cort has worked with companies on the premise that the best strategies for integration of sustainability will also drive stronger financial performance. Examples of experience in this space include working with:

  1. Investor Relations teams to develop strategies for responding to investor ESG expectations.
  2. Chief Operating Officers to integrate better risk management and stakeholder engagement processes
  3. Marketing and communications teams to manage and produce sustainability reports
  4. Environment, Health and Safety teams to build sustainability and community engagement techniques into management and compliance systems
  5. Chief Executive Officers and Boards of Directors to benchmark sustainability practices and expectations from customers, investors, peers, policy makers and others.

Dr. Cort teaches classes in ‘Quantitative Methods in Sustainability’; Corporate Responsibility in Oil and Gas’, Corporate Responsibility in Wine and Agriculture’ and ‘Business Solutions in Constrained Natural Resource Systems’.  He also serves as the Faculty Co-Director for the Yale Center for Business and the Environment (CBEY) and the Yale Initiative on Sustainable Finance (YISF). He holds a Ph.D. in Civil and Environmental Engineering, Master’s and Bachelor’s degrees in Biochemistry and a Professional Engineer’s license in California.  Dr. Cort previously served as Director of Sustainability Advisory services for TUV Rheinland and Det Norske Veritas where he consulted on sustainability matters including metrics, risk management and auditing practices.


Kristen B. Sullivan is a partner and leads Deloitte & Touche LLP’s Sustainability and KPI services, working with clients to help address their sustainability and non-financial disclosure strategy needs.  Kristen also serves as the Deloitte Touche Tohmatsu Limited’s Americas Region Sustainability Services Leader.

Kristen brings extensive experience in delivering sustainability risk assessment, governance, strategy alignment, measurement, reporting and assurance services.  She also leads Deloitte’s Supply Chain Social Compliance services, bringing specialized insights to these regulatory reporting requirements from her previous area of focus on Regulatory & Public Policy Matters for Deloitte. 

Kristen serves as a member of the Global Reporting Initiative (GRI) Community, the Sustainability Accounting Standards Board (SASB) Assurance Task Force, the Sustainable Stock Exchange (SSE) Initiative Corporate Working Group, and serves as Chair of the AICPA Sustainability Task Force and member of the AICPA Materiality Task Force. She also served on the International Integrated Reporting Council (IIRC) Working Group. Kristen has authored a number of publications around the value of sustainability and non-financial disclosure and assurance, including conflict minerals and anti-human trafficking disclosure.  She was recognized in the 2019 Top 100 Corporate Social Responsibility Influence Leaders.

Kristen has over 23 years of experience with Deloitte.  Kristen is a CPA (CT, MO), CGMA and is GRI certified.  She began her career with Deloitte in the Audit and Advisory services practice.  She has also served in Deloitte’s National Office in several different capacities and served in a role working with the deputy CEO of Deloitte LLP focusing on regulatory and public policy matters.

Kristen serves as a member of the Eureka College Board of Trustees, the Stamford 2030 Advisory Board, and the Financial Women’s Association.


Mr. Riesenberg is the Director of Legal and Regulatory Policy at SASB. He is the former Deputy General Counsel of Ernst & Young LLP responsible for regulatory matters, primarily involving the U.S. Securities and Exchange Commission and the Public Company Accounting Oversight Board. Mr. Riesenberg worked at EY from 1993 to 2013 where he was extensively involved in the major legislative and regulatory developments affecting the accounting profession. Previously he served for seven years as an Assistant General Counsel at the SEC, where he handled courts of appeals and Supreme Court litigation and international legal matters. He was the recipient of the Manuel F. Cohen Outstanding SEC Younger Attorney Award in recognition of his handling of several significant SEC enforcement cases. He also worked as a law clerk for a federal district court judge in Washington, D.C., as a litigator at the U.S. Department of Justice Lands and Natural Resources Division, and as an associate at the law firm of Arnold & Porter in Washington, D.C.

Mr. Riesenberg graduated from the New York University School of Law, where he was a member of the Law Review, a Root-Tilden Scholar, and recipient of the George P. Foulk Memorial Award.  He received a bachelor’s degree from Oberlin College, where he graduated with honors and was elected to Phi Beta Kappa. He is a former chair of the Law and Accounting Committee of the American Bar Association, former president of the Association of SEC Alumni, former treasurer of the SEC Historical Society, and a current member of the Advisory Board of the BNA Securities Regulation and Law Report. For seven years he was an adjunct professor of securities law at the Georgetown University Law Center.


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

He is an experienced trial attorney who has recovered billions of dollars on behalf of his institutional investor clients.  A former Assistant United States Attorney for the Southern District of New York, David has tried numerous cases both as a prosecutor and in private practice.

David’s current and recent cases include the following:

  • In re McKesson Corporation Derivative Action – derivative action against the board of directors and senior executive officers, for breach of fiduciary duties, for failure to exercise oversight of McKesson’s compliance with the Controlled Substances Act and related regulations for distribution of opioids and reporting of suspicious orders. Settlement of $175 million plus corporate governance reforms;
  • In re 21st Century Fox Derivative Action – derivative action against the Board of Directors and controlling stockholders, and a senior executive, for breach of fiduciary duty for a systemic culture of sexual harassment and discrimination; a landmark settlement with two key components: 1) the first-ever Board-level watchdog of its kind –  the "Fox News Workplace Professionalism and Inclusion Council" of experts (WPIC) – majority independent; and 2) one of the largest financial recoveries – $90 million –  ever obtained in a pure corporate board oversight dispute; the WPIC is expected to serve as a model for public companies in all industries; and
  • In re New Senior Investment Group, Inc. Derivative Litigation – derivative action alleging that a conflicted Board of Directors allowed a self-dealing and over-priced transaction with entities controlled by Fortress Investment Group; $53 million settlement, representing more than 10 percent of the market capitalization of the company;

 As lead counsel in numerous major securities litigations, some of David’s significant recoveries include:

  • In re Merck & Co., Inc. Securities Litigation – a recovery of $1.06 billion in a certified class action on behalf of investors in Merck Securities;
  • In re Citigroup Inc. Bond Litigation – a class action on behalf of investors in numerous securities offerings which resulted in $730 million recovery; and
  • Public Employees' Retirement System of Mississippi v. Merrill Lynch & Co. Inc. – $315 million settlement in a class action on behalf of investors in residential mortgage-backed securities.

David is rated AV, the highest rating possible from Martindale-Hubbell®.  He has also been regularly recognized by Legal 500 as a top practitioner, and by Thomson Reuters as a New York Super Lawyer for his work in securities litigation. Leading industry publication, Lawdragon, has also named him to its list of the “500 Leading Plaintiff Financial Lawyers.” In addition, David is a frequent speaker on corporate governance and securities fraud matters.


Veena leads Ceres’ work on critical market levers that will help scale the transition to sustainable capital markets. This includes governance systems that companies should put in place at the corporate board level to allow for effective board sustainability oversight. She also oversees Ceres work to engage financial regulators on climate change as a systemic risk, under the umbrella of the Ceres Accelerator for Sustainable Capital Markets.

Veena is the author of the 2020 Ceres report, Addressing Climate as a Systemic Risk: A call to action for US Financial Regulators, which makes the case that climate change poses systemic risk to US financial markets, and outlines over 50 action steps that financial market regulators can take to address this risk.

Veena has also authored and co-authored a number of reports on board sustainability governance including View from the top: How corporate boards can engage on sustainability performance (2015), Lead from the top: Building sustainability competence on corporate boards (2017), Systems Rule: How board governance can drive sustainability performance (2018), Getting Climate Smart: A primer for corporate directors in a changing environment (2018) and Running the Risk: How Corporate Boards Can Oversee Environmental, Social and Governance (ESG) Issues (2019).

Veena has been interviewed in a number of corporate governance publications around governance for sustainability, including in the Cover Story of the 2017 Fall Edition of C Suite Magazine. Her work has been featured by NACD, Corporate Secretary, Pensions and Investment, CQ Roll Call, Marketwatch, Ethical Boardroom, GreenBiz, Huffington Post, Environmental Leader and Responsible Investor.

From 2006 to 2015, Veena managed the relationships with a wide portfolio of Ceres Company Network members, including the financial services sector and the electric power sector. Veena worked with boards and senior company management on opportunities to integrate sustainability into their business structures and decision making, including policy and program development, disclosures and stakeholder engagement processes. Prior to Ceres, Veena worked as a management consultant with CDM, an environmental consulting firm and focused on providing a variety of sustainability services to clients in the public and private sectors. Veena also spent three years with Integrative Strategies Forum, a Washington, D.C.-based nonprofit organization working on developing national and international policy solutions on sustainable development, building consensus and coalitions among civil society groups on these issues and lobbying government representatives. Before that, Veena practiced law in India.

Veena received a Masters in Law degree from Washington University in St. Louis and a B.A. LL.B (Honors) degree from National Law School from India University, Bangalore.


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

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

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

Awards and Recognition

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

Memberships

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

Publications

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