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Corporate Governance - A Master Class 2021


Speaker(s): Ann L. Yerger, Bindu M. Culas, Brian V. Breheny, Catherine Ide, David M. Lynn, Diana Stoltzfus, Doreen E. Lilienfeld, Ellen Davis, Erica Williams, Frederick H. Alexander, Hon. Robert J. Jackson, Jr., John Zecca, Keir D. Gumbs, Kyle Moffatt, Laura Heiman, Lillian Brown, Mary A. Francis, Meredith B. Cross, Ning Chiu, Phil Rothenberg, Prof. Alex Edmans, Prof. Lisa M. Fairfax, Raquel Fox, Tasha Matharu, Thomas J. Kim, Zally Ahmadi
Recorded on: Mar. 5, 2021
PLI Program #: 303955

Rick is the Founder of The Shareholder Commons, a non-profit organization dedicated to helping shareholders use their power to protect common resources and vulnerable populations.

Rick practiced law for 26 years at a leading Wilmington-based firm, including four years as managing partner. During that time, he was selected as one of the ten most highly regarded corporate governance lawyers worldwide and as one of the 500 leading lawyers in the United States. In 2015, Rick became Head of Legal Policy at B Lab, where he worked to create sustainable corporate governance structures around the globe.  He left that position in 2019 to develop the concepts behind The Shareholder Commons as a B Lab Fellow.

Rick serves as President-Elect of the Benefit Company Bar Association and chairs the Funding Committee of the Delaware Access to Justice Commission.  He also serves as Director and Treasurer of the American College of Governance Counsel, a member of the Commonwealth Climate and Law Initiative Advisory Board, a Research Fellow of British Academy Future of the Corporation Program, and a member of the Advisory Council of the Program on Purposeful Ownership at the Said Business School, Oxford.  He is also Secretary of the Transgender Legal Defense and Education Fund.


Alex Edmans is Professor of Finance at London Business School. Alex has a PhD from MIT as a Fulbright Scholar, and was previously a tenured professor at Wharton and an investment banker at Morgan Stanley. Alex has spoken at the World Economic Forum in Davos, testified in the UK Parliament, and given the TED talk “What to Trust in a Post-Truth World” and the TEDx talk “The Social Responsibility of Business” with a combined 2 million views. He serves as Mercers School Memorial Professor of Business at Gresham College, giving a series of lectures to the public, and on Royal London Asset Management’s Responsible Investment Advisory Committee. Alex’s book, “Grow the Pie: How Great Companies Deliver Both Purpose and Profit” was featured in the Financial Times Business Books of the Year for 2020. He has been named to Poets and Quants Best 40 Professors Under 40 and Thinkers50 Radar.


Ann Yerger is an advisor to Spencer Stuart’s North American Board Practice, a member of Grant Thornton’s Audit Quality Council and a director of Bed Bath & Beyond and Hershey Entertainment and Resorts.

Her deep background in corporate governance includes 18 months service as executive director of EY’s Center for Board Matters and 20 years at the Council of Institutional Investors in Washington, DC, including a 10-year leadership role as CII’s executive director. Prior to joining CII, Ann was deputy director of the Investor Responsibility Research Center’s corporate governance service, and her previous experience includes corporate banking at Wachovia.

Ann was a member of the Investor Advisory Group of the Public Company Accounting Oversight Board and the Investor Advisory Committee of the US Securities and Exchange Commission. She also served on the Nasdaq Listing and Hearing Review Council, the CFA Institute Advisory Council, the Advisory Board of the Weinberg Center for Corporate Governance, and the US Treasury Department’s Advisory Committee on the Auditing Profession.

She is a CFA charter holder.


Brian V. Breheny is a partner and leads the SEC Reporting and Compliance practice for Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates In Washington, DC. He concentrates his practice in the areas of mergers and acquisitions, corporate governance, and general corporate and securities matters and advises numerous clients on a full range of SEC report­ing, compliance and corporate governance matters, including advising clients on compliance with the provisions of the Dodd-Frank Act, the SEC’s tender offer rules and regulations, and the federal proxy rules.

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

Prior to joining Skadden in 2010, Mr. Breheny held a number of leadership positions in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. He began as Chief of the SEC’s Office of Mergers and Acquisitions in July 2003, and in November 2007 he became Deputy Director, Legal and Regulatory Policy.

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

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

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


Catherine Ide is the Vice President, Professional Practice at the Center for Audit Quality, where she leads and advances regulatory and policy strategies that promote the professional practice and audit quality agendas.

Previously, Ide served as Director of Audit at the global law firm of Fragomen, Del Rey, Bernsen & Loewy. In that role, she helped create the firm’s internal audit and compliance function. While at Fragomen, Ide developed and launched their global practice review audit plan to over 46 offices worldwide. Prior to Fragomen, Ide was in the audit practice at PwC for over 15 years, most recently as a Senior Manager in PwC’s Chief Auditor Network, providing auditing advice and technical guidance on auditing standards, policies, and methodologies at the local engagement level, particularly related to areas of internal and external inspection findings.

Ide is a Certified Public Accountant licensed in Virginia, and she holds a BS in accounting with special attainments in commerce from Washington & Lee University.


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 TheCorporateCounsel.net, The Corporate Counsel, CompensationStandards.com 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.


Diana Stoltzfus serves as the Deputy Chief Accountant for the Professional Practice Group (PPG) in the SEC’s Office of the Chief Accountant (OCA). As Deputy Chief Accountant, she leads the activities of PPG, including supporting the Commission in overseeing the activities of the Public Company Accounting Oversight Board (PCAOB), managing rule-making and the resolution of auditor independence matters, and monitoring and addressing matters related to requirements for internal control over financial reporting (ICFR) and the audit of the financial statements.

Previously, Diana was a partner at PwC, in the firm's assurance practice. Her responsibilities included performance of the firm’s integrated audits of financial statements, which included, among other things, matters related to audits of internal control over financial reporting, analyzing and applying PCAOB rules and standards, and analyzing complex accounting matters.

She earned a B.S. in Accounting and Finance from the University of Arizona.  She is a Certified Public Accountant in California and Virginia.


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.


Ellen Davis is a Managing Director in the New York office and co-chairs the Firm’s litigation practice. She advises c-suite executives and boards of directors on a range of issues including, litigation and regulatory matters, government and internal investigations, crisis communication, media relations and management changes. Ellen also advises individual clients on sensitive reputational matters.

Recent engagements include:

A healthcare company sued for violations of the False Claims Act and Anti-Kickback statute;

A major media organization sued for gender pay discrimination;

The special committee of a board of directors conducting an investigation into Title VII allegations against the company’s CEO;

A technology company subject to an SEC enforcement action and related settlement;

An international pharmaceutical company sued for violations of both federal and state laws; and

A public company charged with FCPA violations.

Prior to joining SVC, Ellen served as Counsel and Chief Public Information Officer for the U.S. Attorney’s Office for the Southern District of New York.  She was the spokesperson for the U.S. Attorney and the 230 attorneys who represent the federal government and its agencies in criminal and civil litigation in the Southern District.

Previously, Ellen was an award-winning Supervising Producer at ABC News in the Law & Justice Unit, where she worked for nearly a decade.  In that capacity, she planned and oversaw the coverage of domestic and international legal stories for the Network.

Ellen also worked as an attorney at the law firm, Akin, Gump, Strauss, Hauer and Feld in Washington, D.C., and as an attorney in the U.S. Department of Justice/Office of Legislative Affairs and in the White House Counsel’s Office.

Ellen holds a law degree from Georgetown University Law Center and a B.S. degree in communications from Boston University where she graduated summa cum laude.


Erica Williams is a partner in the Government, Regulatory & Investigations Group of Kirkland & Ellis LLP. Erica focuses her practice on internal investigations and defense  of companies and individuals accused by the government of involvement in securities law violations, white collar crime and other major business litigation disputes and crises.

Erica was previously a Special Assistant and Associate Counsel to President Barack Obama, where she advised the president and his senior advisors on legal and constitutional issues involving economic policy, financial regulation and reform, financial technology, trade, intellectual property and data protection and privacy.

Before that, Erica spent 11 years at the U.S. Securities & Exchange Commission, serving as Deputy Chief of Staff for three chairmen. In this role, Erica managed legal and operational functions of the SEC. Earlier in her career, Erica served as Assistant Chief Litigation Counsel in the SEC’s Division of Enforcement Trial Unit where she investigated and litigated numerous complex, high-profile, matters arising out of the 2008 financial crisis, including several cases against large Wall Street banks. Erica also led a number of successful prosecutions in cases involving insider trading, market manipulation, violations of the Foreign Corrupt Practices Act and financial reporting.


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”


Laura Heiman is Chief Counsel, Executive Compensation at McKesson Corporation. She has responsibility for the legal and administrative aspects of McKesson’s executive compensation programs, including the related disclosure and board governance matters, and also contributes to shareholder engagements. McKesson, currently ranked 8th on the FORTUNE 500, partners with biopharma companies, care providers, pharmacies, manufacturers, governments and others to deliver the right medicines, medical products and healthcare services to the patients who need them, when they need them – safely and cost-effectively. Prior to joining McKesson, Laura was at the New York office of Skadden, Arps, Slate, Meagher & Flom LLP.


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.


Lisa M. Fairfax is the Alexander Hamilton Professor of Business Law at the George Washington University Law School, and the Founder and Director of the GW Corporate Law and Governance Initiative.  Professor Fairfax's research and scholarly interests include matters related to corporate and board governance, board fiduciary duties, board-shareholder engagement, board composition and diversity, shareholder activism, affinity fraud, and securities fraud.  In addition to her many law review articles and book chapters, Professor Fairfax has authored a textbook, “Business Organizations: An Integrated Approach”, published by Foundation Press as well as a book, "Shareholder Democracy: A Primer on Shareholder Activism and Participation."  In 2019, Professor Fairfax’s article on financial literacy in securities law was voted one of the top ten securities law articles of 2019 by corporate and securities law scholars in the field.  In 2017, the Business Associations Section of the American Association of Law Schools (“AALS”) awarded Professor Fairfax the “Outstanding Mentor Award” in recognition of her scholarship and commitment to mentoring others in the profession.  In 2016, the Minority Group Section of the AALS awarded Professor Fairfax the “Trailblazer Award” in recognition of her teaching and scholarly contributions to the profession.  Professor Fairfax teaches courses in the business area including Corporations, Contracts, and securities law seminars. In 2019, Professor Fairfax was voted “Professor of the Year” by the GW Law School students. 

In 2015, President Barack Obama nominated Professor Fairfax to serve as a Commissioner of the Securities and Exchange Commission (“SEC”). The Senate Banking Committee approved her nomination just prior to the presidential election of 2016, but the nomination expired at the end of the Obama administration before receiving a Senate floor vote.   Professor Fairfax served as a member of the SEC’s Investor Advisory Committee, and is a former member of both the National Adjudicatory Council of the Financial Industry Regulation Authority (“FINRA”) and FINRA’s NASDAQ Market Regulation Committee.

Professor Fairfax is a member of the Advisory Group for the American Law Institute (“ALI”) Restatement of Law, Corporate Governance, and a member of the SEC Historical Society Board of Advisors.  Professor Fairfax is Chair of the Board of Georgetown Day School, an independent K-12 school in Washington, D.C., and a board member of DirectWomen, an organization aimed at increasing public company board diversity.  Professor Fairfax is a former member of the Committee on Corporate Laws of the Business Law Section of the American Bar Association.  Professor Fairfax is a former chair of the both the Securities Regulation Section and the Business Associations Section of AALS. Prior to joining the GW Law faculty, Professor Fairfax was a Professor of Law and Director of the Business Law Program at the University of Maryland School of Law.  Before entering academia, Professor Fairfax practiced corporate and securities law with the law firm of Ropes & Gray LLP in Boston and the District of Columbia. Professor Fairfax graduated from Harvard Law School and Harvard College with honors.

Education

AB, JD, Harvard University


Mary A. Francis is corporate secretary and chief governance officer for Chevron Corporation, a position she has held since 2015. She provides advice and counsel to the Board of Directors and senior management on corporate governance matters, manages the company’s corporate governance function and serves on the Law Function Executive Committee. She also serves as secretary to the Board, the Executive Committee, and the Board Nominating and Governance Committee.

Previously Francis served as Chevron’s deputy corporate secretary since 2014. Prior positions include: 2012, chief corporate counsel, Corporation Law Department; 2009, general counsel, Chevron Asia Pacific Exploration and Production Company; 2007, managing counsel, Chevron Pipe Line Company and Chevron Shipping Company; 2005, lead senior counsel, Chevron Shipping Company.

Francis is chair of the board of directors of the Chevron Employees Political Action Committee. She is on the board of directors of the Council of Institutional Investors. She also serves on the governing board of the San Francisco Symphony; on the board of directors of the American Heart Association, Greater Bay Area; on the board of trustees of the William and Mary Law School Foundation; and on the advisory board of the Weinberg Center for Corporate Governance. She is a Fellow of the American College of Governance Counsel.

Francis joined Chevron in 2002 as senior trademark counsel in the Corporation Law Department. She earned a bachelor’s degree in economics from Mount Holyoke College in 1986, a Juris Doctor degree from the College of William and Mary in 1990, and a master’s degree in business administration from the Haas School of Business at the University of California, Berkeley, in 2006.


Meredith Cross is a partner in the Securities and Transactional Departments in the New York and Washington D.C. offices of Wilmer Cutler Pickering Hale and Dorr LLP.  Ms. Cross advises public companies and their boards on disclosure and other corporate finance securities law and corporate governance matters, including SEC enforcement matters involving corporate finance issues.  Ms. Cross rejoined the firm in 2013, after having served as Director of the Division of Corporation Finance of the SEC since 2009.

While serving as the Director of the Division of Corporation Finance of the SEC, Ms. Cross led the Division's efforts to implement both the Dodd-Frank Act and the Jumpstart Our Business Startups (JOBS) Act. Under her leadership, the Division recommended close to 60 rulemaking releases to the Commission.   Ms. Cross testified before Congress numerous times on a broad range of issues including corporate governance, capital formation, risk retention in asset-backed securities offerings, executive compensation oversight, and agency management and budget.
 
Before first joining WilmerHale in 1998, Ms. Cross served in a variety of positions in the Division of Corporation Finance at the SEC from 1990 to 1998, including Deputy Director, Associate Director (International and Small Business) and Chief Counsel.  Prior to first joining the SEC staff, she was an associate and counsel at King & Spalding in Atlanta from 1983-1990.  She clerked for Judge Albert J. Henderson of the US Court of Appeals for the Eleventh Circuit (1982-1983). 

Ms. Cross currently serves as Co-Chair of the Practicing Law Institute’s Annual Institute on Securities Regulation.  She is a frequent speaker at securities and corporate governance law conferences.  She is a member of the Steering Committee of the Securities Regulation Institute, a member of the Securities Institute Advisory Committee, a Fellow in the American College of Governance Counsel, and previously served as a member of the ABA Corporate Laws Committee.  She is a member of the Board of Trustees of the SEC Historical Society and the Board of Governors of the Wilmer Eye Institute at Johns Hopkins. 

Education

  • JD, Vanderbilt University School of Law, 1982, Order of the Coif, Vanderbilt Law Review
  • BA, cum laude, Duke University, 1979

Honors & Awards

  • Recognized for her exceptional securities practice in the 2006-2009 and 2014-2020 editions of Chambers USA: America's Leading Lawyers for Business
  • Selected by peers for inclusion in the 2005-2021 editions of Best Lawyers in America for securities and capital markets law. Named by Best Lawyers as Washington DC Securities/Capital Markets "Lawyer of the Year" in 2017. 
  • Recipient of the 2014 Linda Quinn Lifetime Achievement Award by TheCorporateCounsel.net
  • Named to the NACD Directorship 100, A Who's Who of the American Corporate Governance Community, in 2010
  • Recognized as a Dealmaker of the Year by The American Lawyer in 2003


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. 

 


Robert J. Jackson, Jr. is Professor of Law, Co-Director of the Institute for Corporate Governance and Finance, and Director of the Program on Corporate Law and Policy at the New York University School of Law. Among other premier publications, his work has been featured in the Journal of Finance, the Journal of Law and Economics, and the Harvard Law Review.

He was nominated and unanimously confirmed by the Senate to be Commissioner of the U.S. Securities and Exchange Commission in 2017 and served in that role until February 2020. Commissioner Jackson was an outspoken advocate for protecting investors, consistently calling for more transparency in capital markets and championing evidence-driven policymaking. Jackson challenged Silicon Valley insiders on dual-class stock that enables intergenerational transfers of control of America’s largest public companies and called competition economics the “forgotten fourth pillar” of the SEC’s mission. Jackson’s Office helped lead the SEC’s unanimous adoption of a pilot to study effects of stock-exchange payments on market dynamics.

Jackson’s research has consistently produced bipartisan legislation to address the gaps created by application of securities law to modern markets. His paper identifying significant insider trading before the announcement of significant corporate developments led to legislation to outlaw that trading. Another study identifying how SEC systems gave high-speed traders an advantage over ordinary investors led to bipartisan demands for a level playing field. And Jackson’s calls for an insider-trading law for the 21st century produced a bipartisan bill to close gaps in existing law.

Prior to his nomination to the Commission, Professor Jackson taught at Columbia Law School, where students honored him with the Reese Prize for Excellence in Teaching. Before that, he served as a senior policy advisor at the U.S. Treasury Department during the financial crisis and as deputy to Kenneth Feinberg, Treasury’s Special Master on Executive Compensation. Earlier in his career, Professor Jackson practiced law at Wachtell, Lipton, Rosen & Katz and was an investment banker at Bear, Stearns. Jackson holds two undergraduate degrees (one in finance, another in philosophy) from the University of Pennsylvania, an MBA in Finance from the Wharton School of Business, a Master of Public Policy from Harvard’s Kennedy School, and a law degree from the Harvard Law School. He was born in the Bronx, is a lifelong fan of the New York Yankees, and lives in New York with his wife, Bryana.


Zally Ahmadi is the Director of Corporate Governance & Executive Compensation for D.F. King. Zally oversees the strategic advisory team; she advises clients on topics such as institutional investor/proxy advisory firm voting policies and investor outreach strategy, best practice and trends regarding corporate governance and executive compensation structure and disclosure, and both quantitative and qualitative aspects of executive compensation programs.


As Executive Vice President and Global Chief Legal and Regulatory Officer, John Zecca is responsible for providing legal counsel to senior management and for overseeing the quality of legal services across the global organization. John is also responsible for market regulation and the Office of Corporate Secretary.

John’s career spans market regulation, corporate law, corporate governance, and market structure. He most recently served as Nasdaq’s General Counsel North America and Chief Regulatory Officer, responsible for Nasdaq’s corporate law, intellectual property and regulatory teams that maintain fair, orderly markets and protect investors.

Prior to joining Nasdaq in 2001, John served as legal counsel to a commissioner of the Securities and Exchange Commission and practiced corporate securities law at both Hogan Lovells and Kaye Scholer. Before that role, he served as a law clerk for the Honorable John H. Pratt of the United States District Court for the District of Columbia.

John receivedhis Bachelor of Science degree from Cornell University and his Juris Doctor from the University of California, Hastings College of the Law. He is a member of the bar in the District of Columbia and California, and a licensed solicitor in England and Wales. He is based in Washington, D.C.


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.


Kyle Moffatt is a partner in the SEC Services Group in PwC’s National Office.  He provides technical advice to engagement teams and clients on SEC reporting matters related to securities transactions and periodic reports.  Prior to joining PwC in April 2020, he served as the Chief Accountant and Disclosure Program Director in the Division of Corporation Finance at the Securities and Exchange Commission.  As Chief Accountant of the Division, he led the staff in providing technical accounting and reporting support to the Division’s disclosure review program, led various rulemaking efforts, and answered interpretive questions on the form and content of financial statements to be included in Commission filings.  As the Director of the Division’s Disclosure Review Program, he oversaw the Division’s selective review of transactional and periodic filings. 

Previously, Kyle served as an Associate Director overseeing the Division’s disclosure review program of issuers in the financial services, healthcare, and insurance industry offices.  Kyle also established and oversaw the Division’s Disclosure Standards Office which provided Division leadership with recommendations to enhance the effectiveness of the disclosure review program.  Before joining the Division in 2000 as a Professional Accounting Fellow, Kyle was an audit manager with Ernst & Young LLP.  He received his Bachelor of Science from the University of Maryland at College Park in 1995 and is a certified public accountant and a member of the AICPA.


Mr. Rothenberg is General Counsel of Sonder, an international hospitality start-up in San Francisco, CA.  He was previously Vice President, Legal with Tesla, Inc. in Fremont, CA. 

He previously worked as an Attorney-Advisor for the U.S. Securities and Exchange Commission in the Division of Corporation Finance.  While at the SEC, Mr. Rothenberg also served as an adjunct professor of law at Georgetown law school where he co-taught two classes to JD and LLM students in the Securities and Financial Regulation program.

Prior to working for the SEC, Mr. Rothenberg worked for Pillsbury Winthrop Shaw Pittman LLP in Washington, DC and Sydney, Australia, and for Sullivan and Cromwell LLP in Tokyo, Japan and New York, NY.  

Mr. Rothenberg received a B.A. in Economics and Foreign Affairs from The University of Virginia, a Masters in International Business Studies from the University of South Carolina, and a J.D. from Georgetown law school.


Prior to joining Skadden, Ms. Fox held a number of leadership positions at the U.S. Securities and Exchange Commission (SEC) over the past decade, including serving as the director of the Office of International Affairs, senior adviser to Chairman Jay Clayton and senior special counsel to two directors in the Division of Corporation Finance. She also spent time working in the Office of Rulemaking and Office of Capital Markets Trends.

While at the SEC, Ms. Fox oversaw the agency’s participation in international disclosure-related projects focused on accounting and audits, sustainability, COVID-19, emerging risks, data privacy, Brexit, LIBOR transition and fintech, and led negotiations with senior foreign regulatory officials. She managed enforcement and supervisory assistance programs to support cross-border securities examinations, investigations, trading suspensions and enforcement actions by the SEC and foreign authorities. Additionally, she served as a primary advisor on rulemakings, legal interpretations, capital formation and small business matters, the disclosure review program, waivers, enforcement referrals, corporate governance matters, shareholder proposals, international matters and proxy advisory firms. Ms. Fox also prepared testimony and briefing materials for congressional hearings on a broad range of issues, including mandated rulemakings, corporate governance, executive compensation, proxy matters and cybersecurity. She provided substantial assistance on the Disclosure Effectiveness Initiative to help modernize the public company reporting regime, including regarding the legal and accounting requirements of SEC filings and technological improvements to EDGAR. In honor of her work, she was recognized with three SEC Law and Policy awards.

Before joining the SEC, Ms. Fox worked at another international law firm in its Washington, D.C. office, where she advised companies and their boards on securities law compliance and corporate governance matters, including SEC reporting obligations, quarterly earnings releases and investor presentations, the Sarbanes-Oxley Act and exchange listing standards, insider trading policies, and requests for SEC no-action and exemptive relief. Ms. Fox also is a certified public accountant.


Tasha has been at S&P Global for five years.  As Chief Corporate Counsel & Corporate Secretary she supports the S&P Global Board of Directors and provides advice on corporate governance, securities and disclosure matters.  She leads the Corporate Legal team responsible for advising on corporate legal matters, including privacy, M&A, IP, compensation, vendor agreements and international corporate matters.

Prior to joining S&P Global, Tasha was a senior associate at Shearman & Sterling LLP where her practice area focused on compensation and benefits (including related securities, regulatory and tax issues) with some employment law and mergers and acquisitions experience. Tasha has represented a wide range of U.S. and international public and private companies, executives and management teams, and compensation committees and boards.

While at Shearman & Sterling LLP, Tasha was seconded to Morgan Stanley for 10 months, where she counseled and partnered with senior officers in management, HR, strategy & execution, finance and tax on complex executive compensation matters on a global and firmwide basis.

Tasha received her BA from University of California, Berkeley and her JD from University of California, Hastings College of the Law.


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

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

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

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

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

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