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Preparing for Shareholder Activism: What You Need to be Doing Now 2020


Speaker(s): Allison Wein, Aneliya S. Crawford, Audra D. Cohen, Barrett B. Golden, Brian L. Schorr, Chris Cernich, Edward J. Lee, Hon. Robert J. Jackson, Jr., Jessica McDougall, Jim E. Rossman, Lauren D. Gojkovich, Meredith L. Cole, Octavian S. Timaru, Pamela Codo-Lotti, Peter Michelsen, Sabastian V. Niles, Shaun J. Mathew, Ting S. Chen
Recorded on: Oct. 15, 2020
PLI Program #: 279181

Jessica McDougall oversees coverage of companies within the Industrials and Materials sectors in the US and Canada for the BlackRock Investment Stewardship team, where she is responsible for engaging with public company management teams and boards of directors on material ESG risk factors on behalf of BlackRock’s clients. A key focus area within her sectors includes the assessment of climate-related risk, in the context of a company’s long-term outlook and broader considerations for a transition to a lower-carbon economy. Jessica also regularly engages on topics such as governance, compensation, board composition, human capital management, activism, M&A, and strategy.

Jessica brings over ten years of experience in financial services; prior to BlackRock, she was an analyst on the Stewardship and Corporate Governance team at TIAA. Prior to working at TIAA, Jessica provided financial planning to wealth management clients. Jessica began her career at Moxy Vote (TFS Capital), a start-up focused on proxy voting and retail shareholder advocacy efforts.
 
Jessica is a CERTIFIED FINANCIAL PLANNER™ and holds various securities licenses. She graduated from the University of Virginia with a BA in English.


Allison M. Wein focuses her practice on mergers and acquisitions and general corporate matters.

Ms. Wein’s notable M&A transactions include representing:

  • Occidental Petroleum in its $57 billion acquisition of Anadarko, topping Anadarko’s original agreement with Chevron, the $8.8 billion sale of Anadarko’s African assets to Total, the $10 billion investment by Berkshire Hathaway and its defense against Carl Icahn’s written consent solicitation of Occidental shareholders and its subsequent nomination agreement with Carl Icahn;
  • Disney in its $85 billion acquisition of 21st Century Fox, overcoming an interloper bid by Comcast to its original $66 billion agreement, the $10.6 billion sale of the Fox Regional Sports Networks to Sinclair, the $3.47 billion sale of its interest in the YES Network to an investor group including the Yankees and Sinclair, Endemol Shine’s acquisition by Banijay Group and the sale of FoxNext Games to Scopely;
  • Bharti in its pending acquisition of OneWeb by a consortium led by Bharti and Her Majesty’s Government;
  • Hasbro in its $4 billion acquisition of Entertainment One;
  • Warner Media in its investment in NewTV, as part of its $1 billion initial funding round;
  • Northrop Grumman in its $9.2 billion acquisition of Orbital ATK;
  • AveXis in its $8.7 billion acquisition by Novartis;
  • OneBeacon Insurance and White Mountains Insurance in the $1.7 billion sale of OneBeacon Insurance to Intact Financial;
  • British American Tobacco in its $97 billion merger with Reynolds American;
  • The Strategic Review Committee of the Board of Directors of Yahoo in the $4.48 billion acquisition of Yahoo’s operating business by Verizon;
  • Ashland in its $600 million acquisition of Pharmachem;
  • Time Warner in its investment in Hulu;
  • White Mountains Insurance in its $2.2 billion sale of Sirius International Insurance to China Minsheng Investment;
  • Precision Castparts in its $37.2 billion acquisition by Berkshire Hathaway;
  • Amblin Partners and Steven Spielberg in the formation of Amblin with Participant Media, Reliance Entertainment and Entertainment One;
  • Xerox in the $1.05 billion sale of its information technology outsourcing business to Atos;
  • BDT Capital Partners in its equity investment in Marquette Transportation Company;
  • Johnson & Johnson in its $1.75 billion acquisition of Alios BioPharma;
  • AerCap in its $7.6 billion acquisition of International Lease Finance from AIG; and
  • IBM in acquisitions and dispositions aggregating more than $3 billion in value, including the sale of its x86 server business to Lenovo and the acquisitions of Trusteer, UrbanCode and the business operations of Lighthouse Security Group.

Ms. Wein was named a “Rising Star” by Law360 in 2020, recognizing her as one of five outstanding merger and acquisition lawyers in the nation under the age of 40. In 2019, she was named an M&A “Rising Star” by The Deal in The Dealmaker Quarterly. Ms. Wein has been recognized for her transactional work in the technology industry and the media and entertainment industry by The Legal 500 US and for her work in mergers and acquisitions by IFLR1000.

Ms. Wein was born in Manassas, Virginia. She received a B.A. magna cum laude from the University of Pennsylvania in 2004 and a J.D. cum laude from Northwestern University in 2010, where she was an Associate Editor of the Northwestern University Law Review.

Ms. Wein joined Cravath in 2011 and was elected a partner in 2018.


Aneliya S. Crawford is a partner at Schulte Roth & Zabel LLP in the global Shareholder Activism and M&A and Securities Groups. She represents hedge funds and other large investors in matters concerning shareholder activism, proxy contests, hostile takeovers, corporate governance, and mergers and acquisitions. Aneliya is one of the leading attorneys representing activist investors globally with close to 200 major shareholder activism contests, including campaigns in the United States, United Kingdom, Canada, Australia and Latin America. Aneliya has extensive experience providing strategic guidance to investors on activist strategies, including proxy contests, settlement negotiations, corporate governance, consent solicitations, letter-writing campaigns, hostile takeovers and M&A transactions. She provides counsel to clients on their equity investments in public companies, and she also represents public and private companies in mergers and acquisitions and asset purchase and stock purchase transactions. Most recently, Aneliya represented Trian Fund Management in the largest proxy contest to date. The successful campaign sought the addition of Trian CEO and founding partner Nelson Peltz to the Board of Directors of Procter & Gamble.

Aneliya has been recognized as a “Recommended Lawyer” in The Legal 500 US in M&A/Corporate and Commercial: Shareholder Activism - Advice to Shareholders for 2019. The leading industry publication noted how the “'hardworking and creative' Aneliya Crawford advised Trian Fund Management on its successful campaign to appoint the manager's co-founder Ed Garden to the board of General Electric.” The Legal 500 highlighted also her work advising “Sports Direct on its campaign at Iconix Brand Group, securing two board seats in a cooperation agreement” and “UBS, as financial advisor to Elliott Management, in relation to its campaign at NXP Semiconductors.” A recognized thought leader, Aneliya has become a leading source for business journalists and business news organizations and a much sought-after speaker. She has served as a moderator and speaker at numerous conferences and events addressing shareholder activism, M&A and corporate governance. She contributed to The Activist Investing Annual Review 2019 (produced by Activist Insight in association with SRZ) and the 2018 Shareholder Activism Insight report (published by SRZ in association with Activist Insight and Okapi Partners) and has authored articles published in the Harvard Law School Forum on Corporate Governance and Financial Regulation, Forbes, HFMWeek and others. Aneliya was named to Crain’s 40 Under 40 Class of 2018 and has been named a New York “Rising Star” by Super Lawyers magazine each year since 2014 for her shareholder activism and M&A practice.

Aneliya earned her J.D. from Benjamin N. Cardozo School of Law, her M.L.A. in management (extension studies) from Harvard University and her B.A. from American University in Bulgaria.


Audra Cohen is co-Managing Partner of the Firm’s General Practice Group globally and serves as a co-head of the Firm’s Consumer & Retail and Power and Utility Groups. She has extensive experience representing clients on a broad range of merger and acquisition transactions, including public company mergers, private company transactions and spinoffs, and advising boards of directors on corporate governance and activism matters. As an active member of the Firm’s management and administration, Ms. Cohen also serves on the Firm’s Diversity Committee.

Selected clients include: Andeavor, AT&T, Avon Products, C&S Wholesale Grocers, Collective Brands, Connecticut Water Service, Diageo, Dynegy, Intercontinental Exchange, Kraft Foods Group, LSC Communications, NBTY, Panera Bread, Pepco, Quality Care Properties, Ron Shaich, RR Donnelley & Sons, Wachovia Corporation and ZF Friedrichshafen. 

Selected Recognitions

  • New York Super Lawyers – “Top Woman Attorney in New York” (2016-2018) and a leading lawyer for M&A (2006-2018)
  • The American Lawyer – co-leader of S&C team advising on 2016 “Deal of the Year” – Kraft merger with Heinz (2016)
  • Euromoney Legal Media Group Expert Guides, Women in Business Law – Leading Practitioner, Mergers & Acquisitions (2014)

Selected Publications and Speaking Engagements

  • “Public Company M&A Deals,” 37th Annual Federal Securities Institute, Miami, FL, February 2019 (Panelist)
  • “Deal Activism: How Dealmakers Can Prepare for and Respond to Activist Campaigns Against M&A Transactions,” PLI’s Preparing for Shareholder Activism: What You Need to be Doing Now 2018, New York, NY, November 2018 (Panelist)
  • “M&A Roundup: Today’s Deal Landscape,” PLI’s 49th Annual Institute on Securities Regulation, New York, NY, November 2017 (Panelist)
  • “Top Ten Regulatory Considerations for Executing Consumer and Retail Deals,” Bloomberg BNA (co-author) (October 2016)

Education

George Washington Law School, J.D. 1992
University of Washington, B.A. 1989


Brian L. Schorr is a Partner and has been Chief Legal Officer and a member of the investment team of Trian Fund Management, L.P. (Trian Partners) since inception in November 2005. Mr. Schorr oversees Trian Partners’ legal and regulatory matters related to Trian and its investment portfolio. Trian Partners is an alternative investment management firm based in New York City.  He also serves as a member of Trian’s ESG working group. Trian Partners manages capital for institutional investors, including pension plans, endowments/foundations, banks, insurance companies, sovereign wealth funds, funds of funds and family offices. Trian is an active and engaged shareowner that seeks to work closely with the management and boards of directors of those companies in which it invests to enhance shareholder value through a combination of strategic redirection, improved operational execution, more efficient capital allocation and stronger focus.  From June 1994 through June 2007, he served as Executive Vice President and General Counsel of Triarc Companies, Inc. (now known as The Wendy’s Company), a NYSE-listed company with multiple operating businesses. 

Prior to joining Triarc, Mr. Schorr was a partner of Paul, Weiss, Rifkind, Wharton & Garrison, specializing in mergers and acquisitions, securities regulation and corporate finance.  Mr. Schorr is a Trustee of the New York University School of Law, a Trustee Emeritus of Wesleyan University, a Director of Lawyers for Children, Inc. and a former Chair of the Corporation Law Committee of The Association of the Bar of the City of New York.  Mr. Schorr was the Co-Chair of the Joint Bar Association Drafting Committee of the New York Limited Liability Company Law and is the author of Schorr on New York Limited Liability Companies & Partnerships.  In addition, Mr. Schorr serves on the Council of Institutional Investors (CII) Corporate Governance Advisory Council and on the Board of Advisors of the New York University School of Law Institute for Corporate Governance and Finance.  In March 2019, Mr. Schorr was appointed as an adviser to the American Law Institute’s (ALI) Restatement of the Law, Corporate Governance. He previously served on the National Association of Corporate Directors (NACD) Blue Ribbon Commission on Strategy Development (2014).  Mr. Schorr was named by The Legal 500 (U.S. GC Powerlist), as one of the country's leading and most influential corporate counsel (2019). In addition, Trian’s Legal Department has been named by The Legal 500 (GC Powerlist) as one of the most influential and innovative in-house legal teams in the United States (2015).

Mr. Schorr received a J.D. from the New York University School of Law and graduated from Wesleyan University with a B.A. from the College of Social   Studies, magna cum laude, with honors and an M.A. in History.


Chris Cernich is Managing Partner of Strategic Governance Advisors.

Chris was formerly Managing Director at Institutional Shareholder Services (ISS), the world’s largest proxy advisor with 1,400 institutional shareholder clients managing more than $20 trillion in assets, where he led the international team providing analysis of and voting recommendations on mergers & acquisitions, economic proposals, and fights for corporate control. During his tenure he covered more than 250 proxy contests for board seats, including the fights at DuPont, Canadian Pacific, Forest Labs, Biogen Idec, Agrium, Hess, Wynn Entertainment, MGM, and Darden; as well as many contentious mergers and hostile takeover attempts, including Air Products/AirGas, Roche/Illumina, Valeant/Allergan, Gannett/Tribune, and Axiall/Westlake; Dell’s go-private, Chiquita/Fyffe/Cutrale, Marriott/Starwood/Anbang, Axis/PartnerRe/Exor, Comcast/Time Warner Cable/Charter, Williams/Energy Transfer, and Towers Watson/Willis Group.

Chris has been a featured speaker or panelist at conferences sponsored by the US Securities and Exchange Commission, Harvard’s Program on Corporate Governance, Penn’s Institute for Law and Economics, Berkeley’s Center for Law, Business and the Economy, the Milken Institute’s Global Conference, and various law firms and investment banks. He has been interviewed in many leading financial publications on aspects of corporate governance, shareholder activism, and M&A.


Edward J. Lee is a transactional partner in the New York office of Kirkland & Ellis LLP. Ed’s practice focuses on mergers and acquisitions, corporate governance and shareholder activism defense.  Lawdragon has named Ed as one of the 500 leading lawyers in America, and IFLR1000 and Expert Guides have recognized him as a leading lawyer within the M&A practice. Law360 named Ed as one of six “Rising Stars” for M&A in 2018. Ed has significant experience advising on both cross-border and domestic transactions, as well as on spin-offs and carve-outs, joint ventures, LBOs, and initial public and other securities offerings. He has advised a broad range of public and private clients across industries, including, among others, technology, media and telecom (TMT), industrial, health care, consumer goods, energy and financial institutions. Ed is a David Rockefeller Fellow, Class of 2017-2018. Ed is also a member of the Council of Korean Americans, and serves as a board member and co-chair of the Corporate Law Committee of the Asian American Bar Association of New York, and as a member of the Leadership Advisory Group for the Korean American Lawyers Association of Greater New York. Ed holds degrees from Cornell University and Harvard Law School.


Lauren Gojkovich is a Managing Director and the Activism practice lead at PJT Camberview, based in New York. Before joining PJT Camberview, Ms. Gojkovich was a Vice President, Assistant General Counsel in the corporate governance group in the legal division of Goldman Sachs, focusing on the corporate governance of the Goldman Sachs board of directors. Prior to that, Ms. Gojkovich worked as a corporate attorney at Wachtell, Lipton, Rosen & Katz, where she specialized in mergers and acquisitions, corporate governance, proxy fights and takeover defense.

Ms. Gojkovich began her career as an analyst in the equities trading division of Goldman Sachs. Ms. Gojkovich is a member of the State Bar of New York and Massachusetts. She holds a JD from Columbia Law School, where she was a Harlan Fiske Stone Scholar, and a bachelor’s degree in public policy studies from Duke University, where she graduated magna cum laude.


Meredith L. Cole, CFA, heads the Investor Relations/Analytics practice.  Working with shareholders, custodians, central depositories and vote execution services on numerous solicitations for over 20 years, she has developed an expertise in global voting systems and the custodial chain of shareholdings. Her in-depth knowledge of DTC settlement trends and activist trading patterns enables Innisfree to accurately monitor shareholder trading activity and to identify potentially hostile positions and, where activist accumulations lead to full-blown proxy contests, to work with issuers to develop a specifically targeted outreach/solicitation strategy to maximize the probability of success.

Recent activist situations she has worked on include: the defense of ADP in its proxy contest against Pershing Square; Qualcomm in its proposed acquisition of NXP Semiconductor and simultaneous defense of an unsolicited proposal by Broadcom; the successful merger vote at Samsung C&T over the opposition of Elliott Associates; the defense at DuPont against the proxy contest waged by Trian Partners; the defense at Allergan against the unsolicited offer by Valeant Pharmaceuticals and Pershing Square Capital Management; the proxy contest by Third Point LLC at Sotheby’s; the acquisition of Dell Inc. by Michael Dell and Silver Lake Management despite opposition by Carl Icahn and Southeastern Asset Management; the defense at Agrium against JANA Partners’ proxy contest; and the defense at Oshkosh Corporation against a proxy contest and unsolicited tender offer by Carl Icahn.

Ms. Cole received a B.S.B.A. with a concentration in finance from Georgetown University. She holds the Chartered Financial Analyst® designation and is a member of the CFA Society New York, National Investor Relations Institute, and New York Society of Securities Analysts.

 


Mr. Rossman is the Head of Shareholder Advisory at Lazard and advises clients in connection with preparing for and responding to shareholder activism. Mr. Rossman joined Lazard in 2003 and has over 25 years of experience as both a lawyer and investment banker.

Prior to joining Lazard, Mr. Rossman was a senior equity capital markets banker at Lehman Brothers.  Prior to his work at Lehman Brothers, Mr. Rossman was a corporate lawyer at Cleary, Gottlieb, Steen & Hamilton in their New York and Brussels offices, specializing in capital markets, mergers and acquisitions, and debt restructuring.

Mr. Rossman is the Chairman of the Board of Trustees for the Brooklyn Historical Society and a Trustee of Greenwood Cemetery in Brooklyn.  He serves on the Board of Advisors of the Institute for Law and Economics at the University of Pennsylvania; the Advisory Board of the John L. Weinberg Center for Corporate Governance; the Advisory Council for the Harvard Roundtable on Corporate Governance; and the Board of Advisors of the Institute for Corporate Governance & Finance at NYU School of Law.

Mr. Rossman earned a B.A. from Kenyon College, an M.A. from The University of Virginia, and a J.D. from New York University School of Law.


Octavian S. Timaru is a senior vice president of D. E. Shaw & Co., L.P. and a member of the D. E. Shaw group’s Fundamental Equities investment unit, where he focuses on risk arbitrage and event-driven investments in the Americas. Prior to joining the firm in 2013, Mr. Timaru was a corporate associate at Wachtell, Lipton, Rosen & Katz. He began his career at Microsoft Corporation, where he was a software developer and, later, a development lead.

Mr. Timaru is a graduate of Harvard College, where he earned his A.B. in computer science. He also received an M.S. in computer science from Harvard University, and he earned his J.D. from Harvard Law School and M.B.A. from Harvard Business School.


Pamela Codo-Lotti is a Managing Director at Goldman Sachs, and Head of Cross Markets Activism & Shareholder Advisory. She advises clients on a range of complex and contested shareholder matters, including shareholder activism, hostile mergers and acquisitions, and environmental, social and governance challenges. As Head of Cross Markets Activism & Shareholder Advisory, she focuses in particular on mid-cap companies across various industries. Earlier in her career, Pam was a member of the Goldman Sachs Global Natural Resources Team in New York. Pam joined Goldman Sachs in 2006 and has more than 10 years of Investment Banking, Mergers & Acquisitions and Activism experience. Pam holds a degree in business administration from ESSEC Business School in France and an MBA from the Wharton Business School.


Peter Michelsen joined Qatalyst in June 2020 and leads the firm's Activism and Shareholder Advisory practice, serving as a senior advisor to Qatalyst’s clients across all sectors of technology on matters including activism defense, proxy fights, contested situations, defense preparedness and complex ESG matters. He has over 20 years of investment banking and legal experience. Prior to joining Qatalyst, Pete spent 11 years at Goldman Sachs, where he most recently served as Head of Activism and Shareholder Advisory for the Americas, as well as 4 years at CamberView Partners (now PJT Camberview), where he served as President and Head of Contested Situations. He began his career at Merrill Lynch, where he worked as an M&A generalist analyst and associate.

Pete has advised on over 70 shareholder activism, proxy fight and hostile takeover engagements for clients whose aggregate market capitalization totaled more than $400 billion of aggregate market capitalization, including technology firms such as Dell, eBay, Emulex, HP, International Rectifier, Mentor Graphics, Micrel, MSC.Software, Plantronics, [Talend], Verint, Yahoo! and Zoran, as well as firms across a broad range of industries including Aramark, Bed Bath & Beyond, Clorox, Evergy, Genzyme, Hologic, Norfolk Southern, United Technologies and Valeant. He has advised on matters involving all major activist funds including Elliott, Icahn, Pershing Square, Starboard, Third Point and Trian. In addition, he has advised on a broad range of defense preparedness, shareholder engagement, vote-related and normal course M&A advisory engagements.

Pete is originally from St. Charles, Illinois and received a B.A. in Philosophy, Politics and Economics from Claremont McKenna College and a J.D. from Harvard Law School.


Shaun J. Mathew is a corporate partner in the New York office of Kirkland & Ellis LLP. Shaun counsels public companies and their boards of directors on shareholder activism and hostile takeover response and preparedness, investor engagement, complex corporate governance matters, and other matters requiring significant board attention. His recent experience includes defending public companies and private equity sponsors in several of the most high profile challenges to M&A transactions, and he has defended clients against campaigns mounted by a number of activist investors including Elliott Management, Carl Icahn, Starboard Value, JANA Partners, and Engaged Capital. In addition, Shaun is a member of Kirkland’s Crisis Response practice group, counseling clients on internal and external communications in high-profile crisis situations.


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

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

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

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


A founding member of the firm, Barrett B. Golden advises Boards and management teams facing complex, high-profile events. Over her 20 years at Joele Frank, she has been involved in developing and executing communications strategies for numerous mergers, acquisitions and proxy contests as well as crises related to ethical violations, cyber security, accounting irregularities and restatements, investigations and litigation, among other crisis matters. In addition, she works closely with clients to develop corporate engagement programs and enhance their investor and public relations to meet both offensive and defensive needs. Her clients include large, global public corporations as well as smaller, private enterprises both within the U.S. and abroad.

Mergers & Acquisitions

Notable transactions include, among others, Agrium and PotashCorp in their merger of equals; Humana in its merger with Aetna and subsequent termination following DOJ litigation; Great Plains in its combination with Westar; Jacobs in its acquisition of CH2M and the sale of Jacob’s ECR business to WorleyParsons; Cronos Group in connection with its investment from Altria; adidas’s acquisition of Reebok; Demandware in its sale to Salesforce; multiple transactions involving Fisher Scientific, including its merger with Thermo Electron; as well as various go-private transactions involving, for example, AmTrust, Cleco, Cox Communications, El Paso Electric, PAREXEL and TechData.

Barrett also has significant experience advising on unsolicited and shareholder contested transactions such as representing HP in its defense against Xerox; Rockwell Automation in is defense against Emerson; a consortium of buyers, including Humana, TPG Capital and Welsh, Carson, Anderson & Stowe, in their contested acquisition of Kindred; Connecticut Water in its merger with SJW Group and defense against Eversource; Carmike in its contested acquisition by AMC; Atmel in its defense against Microchip Technology and ON Semiconductor; EDF in its successful acquisition of Constellation Energy’s nuclear assets; and NRG Energy in its defense against Mirant.

Shareholder Activism

She has advised Boards and companies facing some of the most notable activist investors, including Blue Harbour, Carl Icahn, Elliott, Glenview, JANA Partners, Marcato, Starboard, Third Point and Trian Partners. Clients with public campaigns have included Angie’s List, athenahealth, The Brinks Company, Chico’s FAS, Callon Petroleum, Commvault, Convergys, Darden, eBay, Evergy, Gateway, Hertz, Houston Exploration, Ligand Pharmaceuticals, Magellan Health, MYR Group, Oglebay Norton, Outerwall, Papa John’s, PAREXEL, Sotheby’s, Western Gas, VAALCO, VISX and XenoPort, among others.

Crisis

Barrett’s crisis experience spans both contingency planning and crisis response for issues arising from ethical violations, whistleblowers, cyber security, regulatory actions, product liability and recalls, unplanned management changes, litigation, earnings surprises and restatements, and workplace violence, among others. 

In recognition of her achievements, Barrett was named to PR Week’s inaugural “40 Under 40” list. She was previously an Account Executive at Abernathy MacGregor Frank. Earlier she worked for Kirby McInerney & Squire and served in the office of Congressman Bob Goodlatte. Barrett received a BA from the University of Virginia, where she also attended the University’s McIntire Institute for Business.


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.


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

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

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

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