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Annual Disclosure Documents 2020: Current Developments and Best Practices

Speaker(s): David M. Lynn, Doreen E. Lilienfeld, Edward A. Hauder, Jennifer J. Carlson, Joan E. McKown, Keir D. Gumbs, Kristina L. Trauger, Lillian Brown, Richard H. Grubaugh, Richard M. Rosenfeld, Scott Lesmes, Suzanne A. Barr
Recorded on: Dec. 7, 2020
PLI Program #: 279205

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

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

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

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

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

Doreen E. Lilienfeld is Global Head of the Governance & Advisory Group and the Team Leader of the Compensation, Governance and ERISA/Private Clients practice of Shearman & Sterling.

She focuses on a wide variety of compensation-related matters, including the design and implementation of retention and compensation plans, disclosure and regulatory compliance, and employment negotiations with senior executives. She has advised both U.S. and non-U.S. issuers on corporate governance and regulatory requirements relating to compensation and benefits matters and high-profile individuals in their employment and severance negotiations.

Doreen has been a resident in the Frankfurt, London and Bay Area offices of Shearman & Sterling.  For the past eighteen years, Doreen has spearheaded the publication of the Shearman & Sterling survey of the compensation-related corporate governance practices of the largest 100 domestic issuers.  She is a lecturer in Executive Compensation at the Berkeley School of Law.

Doreen was selected as a David Rockefeller Fellow with the Partnership for New York City for 2019 – 2021 and was named in Euromoney’s “Notable Women in Law” list for Corporate Governance (2019, 2020).  Her team was awarded Benefits Team of the Year by Law360 in January 2020.

Edward A. Hauder is a Senior Advisor with Exequity, and is located in our Libertyville, Illinois office. Ed is Lead Consultant to Committees and Management teams of companies from a variety of industries.

Ed has extensive experience in all areas of executive and director compensation, including equity and cash incentive plans, Institutional Shareholder Services, Inc. (ISS) modeling, institutional investor analysis, equity plans and awards, director pay issues, corporate governance issues related to compensation, proxy disclosure of compensation matters (including pay-for-performance analyses), and corporate restructurings (mergers and acquisitions, initial public offerings, spin-offs, and divestitures).

Ed’s clients include both public and private companies (with revenues ranging from several million dollars to multi-billions of dollars) from a variety of industries, including business services, energy, financial, hospitality, insurance, manufacturing, pharmaceutical, retail, and technology. Ed has also worked extensively with family-owned companies, majority owner-controlled companies, and controlled subsidiaries.

Ed maintains a blog focused on equity compensation,, and is a practical thought leader on compensation matters.

Ed is a frequent speaker at national, regional, local, and industry-specific conferences, seminars, and meetings, including The National Association of Stock Plan Professionals’ (NASPP) annual conferences and local chapter meetings, the Practising Law Institute’s (PLI) seminars, and various chapters of the American Bar Association.

Ed also has written numerous articles on executive compensation matters for professional publications, including Workspan, the Journal of Compensation and BenefitsThe Corporate Board, the Tax Management Compensation Planning Journal, and the Bureau of National Affairs’ (BNA) Executive Compensation Library. In addition, Ed is quoted on executive compensation issues by publications such as FortuneHR Magazine, and Business Finance.

Ed received a B.A. from Juniata College, a J.D., cum laude, from Seattle University School of Law, and an LL.M. (Tax), with honors, from IIT-Chicago-Kent College of Law. Ed is an attorney and an active member of the Illinois State Bar and U.S. Tax Court.

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

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

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

Keir Gumbs is Corporate Vice President and Chief Legal Officer at Broadridge since July 2021. Keir oversees the legal, compliance, and physical security teams, and helps lead Broadridge’s policy efforts. He joined Broadridge from Uber Technologies, Inc., where he most recently served as Deputy General Counsel and Deputy Corporate Secretary. Before Uber, Keir was a partner at Covington & Burling LLP. Prior to Covington, he was a lawyer in the Corporate Finance division of the Securities and Exchange Commission, including serving as Counsel to an SEC Commissioner.

Kristina L. Trauger is a partner in the Capital Markets practice at Shearman & Sterling.  She concentrates her practice on the representation of publicly traded companies, investment banks and investors in a wide range of complex corporate transactions that includes securities offerings, mergers and acquisitions, financings and recapitalizations. She also advises clients on corporate governance, securities compliance and SEC reporting matters. She regularly advises clients in connection with the going public process and various types of securities financings, including initial public offerings, follow-on offerings, at-the-market offerings, SPACs, private placements, investment grade and high-yield bonds and other debt offerings. In addition, she represents borrowers and initial purchasers in complex securitization financing arrangements.  Kristina represents clients in a wide range of industries in the U.S. and internationally including technology, hospitality, retail, healthcare, energy, real estate and biomedical technology.  Kristina also advises clients in connection with environmental, social and governance (ESG) issues.

Lillian Brown is a partner in the Transactional and Securities Departments and a member of the Corporate Practice Group in WilmerHale's Washington, DC office. Ms. Brown advises clients, including public companies and their boards, on federal securities law compliance and corporate governance matters. She has extensive experience in SEC reporting and disclosure requirements, shareholder proposal and proxy matters, proxy access and shareholder activism and engagement.  Before joining WilmerHale in 2013, Ms. Brown served in a number of capacities in the SEC’s Division of Corporation Finance, including Counsel to the Division Director.

Richard H. Grubaugh is a Senior Vice President of D.F. King & Co., Inc. and co-director of the Corporate Proxy Division.  Rick primarily advises corporations and shareholders involved in complex shareholder transactions specializing in corporate control situations such as proxy contests, mergers and unsolicited tender offers. 

Some of recent assignments Rick assisted with include Procter & Gamble in its defense of activist Trian Partners, Broadcom in its proposed acquisition of Qualcomm and USG’s defense of an unsolicited offer from Knauf Group.

Prior to joining D.F. King, Rick was a founding partner of Beacon Hill Partners, Inc.  Rick began his proxy solicitation career at the Carter Organization, Inc., joining that firm in 1986. 

Richard M. Rosenfeld is co-lead of Mayer Brown's US Securities Litigation & Enforcement practice. Richard regularly counsels and represents financial services firms, corporations, funds, directors and their committees, officers and employees in securities related business, regulatory and compliance issues.

Richard uses his more than two decades of experience in the securities field, including more than a decade in increasingly senior government regulatory and enforcement positions, to defend SEC, CFTC, FINRA, DOJ, CME and other securities-related investigations. He leads internal investigations, often advising clients on preventive compliance and remedial measures before and after securities-related issues arise. Richard’s capabilities and experiences were referenced in 2016 by Global Investigations Review’s “Just Anti-Corruption” publication, which listed Mayer Brown as a “Highly Recommended” firm for FCPA compliance and investigations counseling.

Richard has acted as lead attorney in several high profile SEC investigations. His clients include many of the well known US and internationally based financial services firms. Typically, Richard’s greatest successes for his clients never become public, as he has succeeded on many occasions in resolving matters before charges are filed or there is any public disclosure of the government’s interest. When necessary, Richard calls upon his securities litigation experience in the federal courts in matters involving allegations of fraud, whether it be financial reporting violations, insider trading, market manipulation or other regulatory or compliance issues, to advise on transactions, regulatory compliance, corporate governance, policies and procedures and other SEC-related concerns.

Prior to joining Mayer Brown, Richard was asked to return to government service from private practice in the midst of the financial crisis to serve as Chief Investigative Counsel over the “TARP” bailout of the US financial system. In this role, Richard helped build and lead a team of top white collar, securities and bank fraud specialists tasked with conducting criminal and civil investigations into some of the largest and most complex securities, bank and mortgage frauds in US history. He managed nearly 90 lawyers, federal agents, accountants and analysts pursuing more than 150 investigations.

Earlier in his career, he served in the Division of Enforcement at the SEC. During his time with the Commission, he handled highly complex securities frauds and was detailed as a special prosecutor to multiple US Attorney’s offices across the country to assist in matters involving cross border financial fraud and disclosure, asset management issues, derivatives and insider trading, along with money laundering and bank, mail and wire fraud. He ended his career with the Commission as the only internationally based SEC representative in London where he organized, managed and directed one of the largest multinational financial fraud litigations in SEC history and worked with the highest ranking regulators of several countries to address cooperation in international securities matters.

Richard served as partner for another law firm in London and Washington, DC prior to his return to the government to assist with the bailout.

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

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

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

Suzanne Barr is Associate General Counsel at Fannie Mae. She has advised Fannie Mae on SEC reporting, Regulation FD and related disclosure matters since 2004, the company’s second year as an SEC registrant, including through a three-year restatement period and its current twelve-year period under federal government conservatorship. Prior to joining Fannie Mae, her practice focused on securities regulation and corporate governance as a partner at Hogan Lovells and an associate at Cooley LLP. She started her career as a plaintiffs’ class action lawyer at Lieff Cabraser Heimann & Bernstein LLP. 

Jen Carlson is a Corporate & Securities partner in Mayer Brown’s Northern California offices. She represents companies, investors, and underwriters in a wide variety of capital markets and finance transactions, including initial public, follow-on, and secondary equity offerings; investment grade, high yield, and convertible debt offerings; venture capital investments; and liability management transactions. Jen also represents buyers and sellers in tender offers, private equity investments, mergers and acquisitions, and other strategic transactions. In addition to her transactional practice, Jen counsels companies in securities law compliance, stock exchange listing requirements, fiduciary duties, and corporate governance matters.

Jen represents publicly-traded and private companies, as well as the institutions and individuals that finance them, across a wide range of industries, including Financial Services; Technology; Life Sciences; Insurance; Real Estate; Energy; Retail; and Hospitality and Leisure.

Before entering the legal profession, Jen had a career in the fields of biochemistry and genetics at Indiana University-Bloomington and Oregon Health Sciences University in Portland, Oregon, with published research in protein-protein and protein-nucleic acid interactions.

Jen is named as a “Rising Star” in equity and debt capital markets by IFLR1000Legal500 has also recommended Jen in each of its capital markets categories: equity offerings, debt offerings, global offerings, and high yield debt offerings.