Skip to main content

ESG 2021: What It Means for Boards, Management, and Counsel


Speaker(s): Aaron Briggs, Angela Vitulli, Ann M. Lipton, Ashley C. Walter, Betty Moy Huber, Courteney Keatinge, David L. Wales, David M. Silk, Elizabeth A. Richman, Frank G. Zarb, Jr., Giji John, Jill E. Fisch, Jonathan E. Richman, Karessa L. Cain, Kim Allman, Kristen B. Sullivan, Leo E. Strine, Jr., Martin Parkes, Mary L. Weber, Michael B. Gerrard, Michael Garland, Simiso Nzima, Sophie L'Helias, Stephanie Norman, Todd Cort
Recorded on: Jun. 24, 2021
PLI Program #: 304758

Aaron Briggs is partner-elect in Gibson Dunn’s San Francisco, CA office, where he works in the firm’s securities regulation and corporate governance practice group. Mr. Briggs’ practice focuses on advising public companies of all sizes (from pre-IPO to mega-cap) and their boards of directors, with a focus on technology and life sciences companies, on a wide range of securities and governance matters, including proxy and disclosure issues, proxy/10-K disclosure redesigns, ESG/sustainability matters, corporate governance and executive compensation best practices and compliance, effective shareholder communications and engagement, and shareholder proposals and governance and hedge fund activism matters.

 

Before rejoining Gibson Dunn, Mr. Briggs served as Executive Counsel - Corporate, Securities & Finance, at General Electric Company. His in-house experience, which included driving GE’s revamp of its full suite of investor communications (proxy statement, 10-K, earnings releases, and integrated report), provides a unique insight and practical perspective on the issues that his clients face every day.

 

In 2016, Corporate Secretary Magazine named Mr. Briggs Governance Professional of the Year. He is a frequent speaker on governance, proxy and securities disclosure panels and is a member of the Society for Corporate Governance. Recent presentations include to the Society for Corporate Governance, TheCorporateCounsel.net, the National Investor Relations Institute, the Sustainability Investment Leadership Council and the Practicing Law Institute. Mr. Briggs also is the author of several governance and securities-related publications, including a chapter on “Proxy Disclosure Effectiveness” in the Practical Guide to SEC Proxy and Compensation Rules treatise.

 

Mr. Briggs received his Juris Doctorate from the University of Chicago Law School in 2007, where he was a Kosmerl Scholar. He received his Bachelor of Arts with high honors from the University of Notre Dame in 2004.


Angela Vitulli, Principal at IEc, has twenty years of experience in energy and climate program planning and impact measurement. Ms. Vitulli manages long-term carbon accounting, reporting, and strategy engagements for several public companies. Ms. Vitulli and her team regularly work with investor relations staff, general counsel, and ESG/CSR managers to communicate energy and GHG concepts; develop and implement feasible mitigation approaches; and develop internal and public communications on energy and carbon progress, including CDP reporting. She also consults with public sector clients including the U.S. Department of Energy and the California Energy Commission on energy/climate program design and evaluation.

Ms. Vitulli has a Master of Arts in Urban and Environmental Policy from Tufts University, and Bachelor of Arts in Political Science (Phi Beta Kappa) from Tulane University. She is based in Cambridge, MA. 

IEc's corporate sustainability practice is described in more detail on their website.


Ann M. Lipton is an experienced securities and corporate litigator who has handled class actions involving some of the world’s largest companies. 

She joined the Tulane Law faculty in 2015 after two years as a visiting assistant professor at Duke University School of Law. In 2016, she was named as Tulane's first Michael M. Fleishman Associate Professor in Business Law and Entrepreneurship.

Lipton clerked for U.S. Supreme Court Justice David Souter and 3rd U.S. Circuit Court of Appeals Judge Edward Becker before handling securities and corporate litigation at the trial and appellate levels at law firms in New York City. She also worked briefly for the Securities and Exchange Commission. 

As a scholar, Lipton explores corporate governance, the relationships between corporations and investors, and the role of corporations in society. Her articles have appeared in the Journal of Corporation Law, the Fordham Law Review, and the Georgetown Law Journal, among other publications.  Beginning with the Ninth Edition, she will be one of the authors of the Securities Regulation: Cases and Materials casebook published by Aspen Publishers.  She also blogs regularly for the Business Law Prof Blog


Ashley Walter advises technology and life sciences companies on strategy, oversight and compliance with respect to environmental, social, and governance (ESG) measures. He approaches sustainability from a governance perspective, helping clients to develop an appropriate framework in which to advance their ESG programs.

Ashley is a leader of Orrick’s ESG initiatives. He assists companies and their boards in establishing effective board oversight of ESG matters, preparing ESG disclosures, addressing ESG commercial requirements, managing investor engagement with respect to ESG matters, and ensuring compliance with ESG laws and regulations. He leverages a firm grounding in ESG substantive issues, significant experience in the design and implementation of ESG policies and procedures, and sector-specific knowledge to develop practical ESG solutions for clients in the tech sector and beyond.

Ashley is a co-founder and past chair of the Corporate Social Responsibility Law Committee of the ABA Business Law Section, has taught the course “Corporate Social Responsibility” as a Lecturer in Law at Stanford Law School, and is a co-editor of The Lawyer’s Corporate Social Responsibility Deskbook, a resource for legal departments and outside counsel to address ESG performance and risk. In 2020, he co-chaired the Practicing Law Institute program “ESG 2020: What It Means for Boards, Management, and Counsel” and co-authored the article “Profound Change: The Evolution of ESG” in The Business Lawyer.


Betty Moy Huber is co-head of the firm's ESG Group as well as co-head of the firm's Environmental Transactional Group. For over two decades, she has provided advice in hundreds of transactions as well as ESG, disclosure and other regulatory advice to various public and private equity companies.

A former member of the SASB’s Advisory Council, she speaks on ESG topics for numerous organizations including ALI, ABA, Bank Policy Institute, corporatecounsel.net, Environmental Law Institute, Lawline, the New York City Bar, Risk Management Association, SIFMA, and the Society for Corporate Governance.

Ms. Huber writes on ESG topics for various publications, including Bloomberg BNA, Financial Times' Agenda, Law360.com, CFO.com, Directorship magazine, Financier Worldwide, Harvard Law School Forum on Corporate Governance and

Financial Regulation, Corporate Governance Advisor and Dow Jones Private Equity Analyst.

She is cited as a legal expert in countless publications, including Barron's, Pensions & Investments, Thomson Reuters and The Wall Street Journal.

Ms. Huber guest lectures on ESG matters at various law schools including University of Virginia and University of Florida.


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


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

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


Frank Zarb is a partner in the Corporate Department, where he concentrates his practice on regulatory matters under the U.S. federal securities laws, as well as on equity finance transactions regulated under those laws.

  • He counsels public and private companies, broker-dealers, hedge funds, as well as other investors, on a wide range of transactional and securities regulatory compliance matters including:
  • Equity investments and dispositions in public and private companies
  • Public registration, disclosures and preparation of periodic reports
  • Federal and state proxy requirements as well as shareholder proposals and communications
  • Corporate governance and stock exchange listing standards
  • Regulation of financial intermediaries, such the responsibilities of brokers to distribute proxy materials and interim reports
  • New laws and regulations under the JOBS Act, the FAST Act and Dodd-Frank legislation

Frank’s practice is both domestic and international, beginning with his experience in senior positions with the Securities and Exchange Commission. As a member of the Staff of the SEC’s Office of International Corporate Finance, Frank has advised U.S. companies seeking to do business in the EU, Asia and the Middle East, as well as companies from those regions doing business in the U.S., or otherwise seeking to comply with the U.S. securities laws.  In the Office of Chief Counsel, he focused on federal proxy rules, and supervised a team of staff members who help to provide guidance in the course of proxy season.

Prior to joining the firm, Frank was deputy general counsel/chief securities counsel for Bristol Myers Squibb Co. in a new position required by the SEC. Prior to joining Bristol-Myers, Frank was a corporate partner with Morgan, Lewis & Brockius.

Social Responsibility

Frank is a Trustee of the Gerald R. Ford Presidential Foundation. He also serves as a member of the board of directors of Horizons Greater Washington. He is actively involved in his community. For example, he currently serves on the Alumni Governing Counsel for the Potomac School in McLean, Virginia.


Jill E. Fisch is the Saul A. Fox Distinguished Professor of Business Law and co-director of the Institute for Law and Economics at the University of Pennsylvania Law School where she teaches and writes on corporate law, corporate governance, civil procedure and securities regulation.  Professor Fisch is the recipient of various awards including the Penn LLM Prize for Excellence in Teaching and the Robert A. Gorman Award for Excellence in Teaching (twice).  Her scholarship has appeared in a variety of publications including the Harvard Law Review, the Yale Law Journal, the Columbia Law Review, the University of Pennsylvania Law Review and the Texas Law Review.  Current projects include ongoing research on the role of institutional investors in corporate governance as well as experimental research into retail investor decision-making.   

Prior to joining Penn, Professor Fisch was the T.J. Maloney Professor of Business Law at Fordham Law School and Founding Director of the Fordham Corporate Law Center.  She has served as a visiting professor at Harvard Law School, Columbia Law School, U.C. Berkeley Law School and Georgetown University Law Center.  She has lectured on corporate and securities law extensively around the world.   

Professor Fisch practiced law as a trial attorney with the United States Department of Justice, Criminal Division, and as an associate at the law firm of Cleary, Gottlieb, Steen & Hamilton.  She is an associate reporter for the American Law Institute’s Restatement of Corporate Governance member of the American Law Institute and a director of the European Corporate Governance Institute.  She is a former member of the National Adjudicatory Council of the Financial Industry Regulatory Authority, and she chaired the Committee on Corporation Law of the Association of the Bar of the City of New York and the sections on Securities Regulation and Business Associations of the Association of American Law Schools.  She received her B.A. from Cornell University and her J.D. from Yale Law School.   


Kim Allman leads Corporate Responsibility and Global Government Affairs for NortonLifeLock, a consumer cyber safety company. Prior to NortonLifeLock, Kim established the Washington, DC office for LifeLock and later lead the government affairs efforts for the consumer business at Symantec following the acquisition of LifeLock. Allman served for six years in the Obama Administration as the Director of the Office of Government Relations for AmeriCorps, formerly the Corporation for National and Community Service (CNCS). Prior to government service, Kim served as Senior Vice President for TechAmerica and as SVP for Government and Industry Relations and the Recording Industry Association of America (RIAA). Kim currently serves on the Executive Boards for the Identity Theft Resource Center and the National Cybersecurity Alliance. She lives in the Washington, D.C. area with her two sons.


Martin Parkes, Managing Director, is a member of BlackRock's Global Public Policy Group based in London. Martin is responsible for  engaging  with policy makers and BlackRock's clients on policy and regulation relating to investor protection and distribution, retirement and fund structures in the EU and the UK. He participates in a number of regulatory expert groups: he is currently a member of the AMF’s Consultative Commission on Post Market issues and was previously a  member of ESMA's Investor Protection and Intermediaries Standing Committee's Consultative Working Group. He chairs the Investment Association’s International and European Policy Committee and regularly contributes to the work of other asset management trade bodies such as EFAMA, ICMA, ALFI and Irish Funds and ICI Global.

He is also a committee member of BlackRock's LGBT OUT & Allies network, particularly supporting the network on external events and outreach with other firms and networks.

Martin has worked at BlackRock since 2004 and prior to joining the Public Policy team in 2011 he worked in BlackRock's legal team responsible for BlackRock's European-managed investment funds. Martin  studied European Law at the University of Exeter and at the Universite d'Aix-Marseille III and is a qualified solicitor in England and Wales.


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

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


Michael B. Gerrard is Andrew Sabin Professor of Professional Practice at Columbia Law School, where he teaches courses on environmental and energy law and founded and directs the Sabin Center for Climate Change Law.   He is also a member and former Chair of the Faculty of Columbia’s Earth Institute. Before joining the Columbia faculty in January 2009, he was partner in charge of the New York office of the Arnold & Porter law firm; he is now Senior Counsel to the firm.  He practiced environmental law in New York City full time from 1979 to 2008. His practice involved trying numerous cases and arguing many appeals in federal and state courts and administrative tribunals; handling the environmental aspects of numerous transactions and development projects; and providing regulatory compliance advice to a wide variety of clients in the private and public sectors.

Gerrard was the 2004-2005 chair of the American Bar Association’s 10,000-member section of environment, energy, and resources. He also chaired the New York City Bar Association’s executive committee and the New York State Bar Association’s environmental law section. He has served on the executive committees of the boards of the Environmental Law Institute and the American College of Environmental Lawyers. Several independent rating services ranked Gerrard as the leading environmental lawyer in New York and one of the leading environmental lawyers in the world.

Since 1986, Gerrard has written an environmental law column for the New York Law Journal.  He is author or editor of thirteen books, two of which were named Best Law Book of the Year by the Association of American Publishers: Environmental Law Practice Guide (twelve volumes, 1992) and Brownfields Law and Practice (four volumes, 1998). Among his other books are Global Climate Change and U.S. Law (with Jody Freeman) (2d ed. 2014); Law of Clean Energy: Efficiency and Renewables (2011); Climate Engineering and the Law: Regulation and Liability for Solar Radiation Management and Carbon Dioxide Removal (with Tracy Hester 2018); and Legal Pathways to Deep Decarbonization in the United States (with John Dernbach, 2019).

He received his B.A. from Columbia University and his J.D. from NYU Law School, where he was a Root Tilden Scholar.


Sophie L’Helias is an international corporate governance and ESG expert with extensive activist stewardship experience. She was recognized by Global Proxy Watch “GPW 10” in 2018 for her “salutary impact on corporate governance” and received the Women in Asset Management - ESG Award (New York) and the ICGN Lifetime Achievement Award in 2019.

Ms L’Helias is President of LeaderXXchange and creator of the award-winning Gender Diversity Exchange. Launched in 2018, the solution uses an innovative methodology that tracks gender diversity in leadership in more than 4,000 publicly traded companies across 27 countries and matches their commitment against their outcomes.                   

Ms. L’Helias currently serves on the boards of Kering, Herbalife and Agence France Locale. Ms. L’Helias also serves as on the boards of Africa50 and Echiquier Positive Impact, two investment platforms that that integrate ESG in their investment processes.

In 1995, Ms. L’Helias co-founded the International Corporate Governance Network (ICGN) led by investors currently responsible for assets under management in excess of $59 trillion. She is Senior Fellow at The Conference Board ESG Center in New York and a member of the International Advisory Board of the Hawkamah Governance Institute in Dubai.

Sophie L’Helias holds an MBA from INSEAD, an LLM from the University of Pennsylvania Law School, a Masters of Law from the University of Pantheon-Sorbonne in Paris, and studied at the European Law Institute of the University of Saarbrücken in Germany.


Stephanie Norman is a Director at Richards, Layton & Finger, P.A., in Wilmington, Delaware. She focuses her practice on advisory and transactional matters relating to Delaware corporations. Her practice includes drafting organizational documents of Delaware corporations, assisting Delaware corporations and corporate practitioners in remedying defective corporate acts under Section 204 of the Delaware General Corporation Law and handling mergers & acquisitions transactions involving Delaware corporations, including providing advice regarding fiduciary duties, deal-protection measures, and related matters of Delaware corporate and contract law.

Stephanie has served as a member of a subcommittee of the Corporation Law Council of the Corporation Law Section of the Delaware State Bar Association, which is the body responsible for proposing amendments to Delaware’s corporation and alternative entity laws, in connection with the amendments to Delaware’s ratification and validation statutes.  Through her exceptional command of the ratification process, she has successfully guided clients through thorny authorization and capitalization issues.

Stephanie has published numerous articles on matters of Delaware corporate law and governance, and she is a sought-after presenter on issues of Delaware corporate law and practice.

Stephanie received her B.A. degree from New York University and her J.D. degree from Georgetown University Law Center.


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

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

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

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

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

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


Elizabeth currently serves as the General Counsel and Corporate Secretary for Eileen Fisher, Inc.  In her role as the senior legal officer, she oversees the company’s legal affairs, corporate and regulatory compliance, and government relations.  She also plays an integral role in the company’s ESG initiatives.  Elizabeth brings over 15 years of legal experience to her role.  Prior to joining EILEEN FISHER, she was the Vice President & Special Counsel to the Chairman at MacAndrews & Forbes, where she oversaw transactions and litigation and worked closely with with various MacAndrews’ affiliates.  She began her legal career at Cahill Gordon & Reindel LLP, representing financial institutions in a variety of litigation and investigatory matters.

Elizabeth received her bachelor’s degree from the University of Pennsylvania, magna cum laude, and was awarded a Thouron Fellowship.  She received a Master’s of Arts degree in intellectual history from the University of Sussex, England and received her Juris Doctor degree from NYU School of law, where she served as an editor of the Annual Survey of American Law.


Giji John, a partner in Orrick’s Houston office, focuses on the development and finance of energy projects globally.

Giji John is a partner in the Houston office, and spends his time working on industry-leading renewable energy deals. He has led development and financing transactions for wind, solar and energy storage transactions since the earlier days of the renewable energy industry in 2008, representing almost $10 billion of capital investment. Since 2012, Giji has worked both for, and across from, large corporate and industrials- such as Amazon, Bloomberg, Chevron, Facebook, General Motors, Microsoft, and Nestle- in securing multi-million dollar renewable energy deals to achieve their sustainability goals. In 2019, Giji represented Microsoft in rolling out new risk mitigation instruments that allow corporates to significantly reduce the risk of carrying these transactions while continuing on their carbon reduction path. This deal won the Financial Times “Enabling Business Growth and Transformation Award,” and Giji was commended by FT for his leadership of that deal. In addition to the FT commendation, Giji was included as one of 100 worldwide lawyers in A Word About Wind’s Legal Power List 2020 and has been repeatedly recognized as a leading practitioner in the areas of Project Finance and Renewable Energy by Chambers USA/Global, The Legal 500, Law 360 and Public Utilities Fortnightly.


Karessa Cain is a partner in Wachtell, Lipton, Rosen & Katz’s Corporate Department, where she focuses on mergers and acquisitions, corporate governance, and corporate and securities matters. She has worked on a wide range of transactions, including domestic and cross-border acquisitions, private equity transactions, spin-offs, takeover defense, shareholder activism and proxy contests, joint ventures and capital markets transactions.

Education

Yale University, B.A.

Columbia Law School, J.D.


Kristen B. Sullivan is a partner and leads Deloitte & Touche LLP’s Sustainability and KPI services, working with clients to help address their sustainability and non-financial disclosure strategy needs.  Kristen also serves as the Deloitte Touche Tohmatsu Limited’s (DTTL) Americas Region Sustainability Services Leader, the Global Audit & Assurance Climate Services Leader and the Integrated Reporting Community of Practice Leader. Kristen brings extensive experience in delivering sustainability risk assessment, governance, strategy alignment, measurement, reporting and assurance services. 

Given the growing market emphasis on the importance of ESG standards and frameworks, Kristen serves as a member of the Global Reporting Initiative (GRI) Community, the Sustainability Accounting Standards Board (SASB) Assurance Task Force, the Sustainable Stock Exchange (SSE) Initiative Corporate Working Group, and serves as Chair of the AICPA Sustainability Task Force and member of the AICPA Materiality Task Force. She also served on the International Integrated Reporting Council (IIRC) Working Group. Kristen has authored a number of publications around the value of sustainability and non-financial disclosure and assurance, including conflict minerals and anti-human trafficking disclosure. 

She was recognized as #10 on the 2020 Top 100 Corporate Social Responsibility Influence Leaders.

Kristen has over 24 years of experience with Deloitte.  Kristen is a CPA (CT, MO) and CGMA.  Kristen completed the Berkeley Law Executive Education Certification: ESG: Navigating the Board’s Role.  She began her career with Deloitte in the Audit and Advisory services practice.  She has also served in Deloitte’s National Office in several different capacities and served in a role working with the deputy CEO of Deloitte LLP focusing on regulatory and public policy matters.

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


Leo E. Strine, Jr., is of Counsel in the Corporate Department at Wachtell, Lipton, Rosen & Katz.  Prior to joining the firm, he was the Chief Justice of the Delaware Supreme Court from early 2014 through late 2019.  Before becoming the Chief Justice, he had served on the Delaware Court of Chancery as Chancellor since June 22, 2011, and as a Vice Chancellor since November 9, 1998.

In his judicial positions, Mr. Strine wrote hundreds of opinions in the areas of corporate law, contract law, trusts and estates, criminal law, administrative law, and constitutional law.  Notably, he authored the lead decision in the Delaware Supreme Court case holding that Delaware’s death penalty statute was unconstitutional because it did not require the key findings necessary to impose a death sentence to be made by a unanimous jury.

Mr. Strine holds long-standing teaching positions at Harvard and University of Pennsylvania, where he has and continues to teach diverse classes in corporate law addressing, among other topics, mergers and acquisitions, the role of independent directors, valuation, and corporate law theories.  He is a member of the American Law Institute, and currently serves as an advisor on the project to create a restatement of corporate law.

Mr. Strine also serves as the Michael L. Wachter Distinguished Fellow in Law and Policy at the University of Pennsylvania Carey Law School, an advisor to Penn’s Institute for Law & Economics, the Ira M. Millstein Distinguished Senior Fellow at the Ira M. Millstein Center for Global Markets and Corporate Ownership at Columbia Law School and a Senior Fellow of the Harvard Program on Corporate Governance.  From 2006 to 2019, Mr. Strine served as the special judicial consultant to the ABA’s Committee on Corporate Laws.  He also was the special judicial consultant to the ABA’s Committee on Mergers & Acquisitions from 2014 to 2019.

Mr. Strine speaks and writes frequently on the subjects of corporate and public law, and particularly the impact of business on society, and his articles have been published in The University of Chicago Law Review, Columbia Law Review, Cornell Law Review, Duke Law Journal, Harvard Law Review, University of Pennsylvania Law Review, and Stanford Law Review, among others.  On several occasions, his articles were selected as among the Best Corporate and Securities Articles of the year, based on the choices of law professors.

Before becoming a judge in 1998, Strine served as Counsel and Policy Director to Governor Thomas R. Carper, and had also worked as a corporate litigator at Skadden, Arps, Slate, Meagher & Flom from 1990 to 1992.  He was law clerk to Judge Walter K. Stapleton of the U.S. Court of Appeals for the Third Circuit and Chief Judge John F. Gerry of the U.S. District Court for the District of New Jersey.  Mr. Strine graduated magna cum laude from the University of Pennsylvania Law School in 1988, and was a member of the Order of the Coif.  In 1985, he received his Bachelor’s Degree summa cum laude from the University of Delaware and was a member of Phi Beta Kappa and a Truman Scholar.

In 2000, Governor Carper awarded Mr. Strine the Order of the First State.  In 2002, President David Roselle of the University of Delaware presented him with the University’s Presidential Citation for Outstanding Achievement.  In 2006, he was selected as a Henry Crown Fellow at the Aspen Institute.  In 2019, he was awarded an honorary degree from Washington College in Chestertown, Maryland.

Mr. Strine lives in Hockessin, Delaware with his wife Carrie, who is an occupational therapist at the DuPont Hospital for Children, and his two sons, James and Benjamin.

 


Michael Garland is Assistant Comptroller for Corporate Governance and Responsible Investment for New York City Comptroller Scott M. Stringer.  The Comptroller serves as investment advisor, custodian and a trustee to the New York City Pension Funds, which have more than $250 billion in assets and a long history of active ownership on issues of corporate governance and sustainability.

Michael and his team are responsible for developing and implementing the Funds’ active ownership programs for public equities, including voting proxies, engaging portfolio companies on their environmental, social and governance policies and practices, and advocating for regulatory reforms to protect investors and strengthen shareowner rights.  Recent initiatives include spearheading the Boardroom Accountability Project launched in fall 2014, which has helped to establish proxy access as a fundamental right at hundreds of U.S. companies.

Michael has served as Co-Chair of the U.S. Council of Institutional Investors, and currently serves on the Grant & Eisenhofer ESG Institute Oversight Board and as is Comptroller Stringer’s designated representative to the Ceres board of directors.


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

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

David’s current and recent cases include the following:

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

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

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

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


Simiso Nzima is the Investment Director & Head of Corporate Governance at the California Public Employees’ Retirement System (CalPERS), the largest state public pension fund in the United States with approximately $450 billion in total assets under management. In this role, he leverages his 12+ years of practical investment management experience as he seeks to ensure that CalPERS’ corporate governance activities are grounded in economics and fiduciary duty and lead to long-term sustainable investment returns. His team votes proxies at 10,000+ portfolio companies globally and engages with management and board members of portfolio companies to urge them to incorporate environmental, social and governance considerations – risks and opportunities – in their strategy development and capital allocation frameworks in-order to generate long-term sustainable value for shareowners.   

Prior to starting his current role in September 2016, Simiso spent over eight years directly managing equity portfolios at CalPERS, including $8B+ internally managed emerging markets equity book using index-oriented and alternative beta strategies, $5B+ of domestic enhanced equity synthetic strategy and $10B+ of global equity synthetic exposure (cash equitization). From 2005 to February 2008, he was a Corporate Governance Analyst at CalPERS. Before coming to the United States in 2003, he was a Fundamental Equity Research Analyst and Portfolio Manager for four years in his native Zimbabwe.

Simiso holds an MBA from UC Berkeley’s Haas School of Business, a Bachelor of Commerce (Finance) honors degree from the National University of Science and Technology, Zimbabwe, and the CFA designation. He serves on the board of the Council of Institutional Investors (since March 2019).


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

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

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

Awards and Recognition

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

Memberships

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

Publications

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