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Annual Disclosure Documents 2012: Preparation of Disclosure Documents, Annual Meeting and Regulatory Developments


Speaker(s): Abigail Arms, Amanda Ravitz, Amy J. Dorfmeister, Christoph A. Pereira, Deborah C. Lofton, Doreen E. Lilienfeld, Gary Hewitt, Joan E. McKown, Keir D. Gumbs, Marc H. Folladori, Mary J. Mullany, Melissa L. Burek, Mneesha O. Nahata, Richard H. Grubaugh, Ronald O. Mueller, Sandra L. Flow, Stephen L. Brown, Todd J. Russo
Recorded on: Dec. 3, 2012
PLI Program #: 35591

Amanda Ravitz is an Assistant Director in the Division of Corporation Finance of the U.S. Securities and Exchange Commission. Prior to becoming Assistant Director, Ms. Ravitz was a Legal Branch Chief and Attorney Advisor in the Division of Corporation Finance of the Commission. Before joining the staff of the Commission in 2004, Ms. Ravitz was a Senior Counsel with Cisco Systems, Inc., a Fortune 100 company. Prior to joining Cisco in 2000, Ms. Ravitz was with several law firms, including Sonnenschein Nath & Rosenthal LLP. Ms. Ravitz has a B.A. in History from The University of Texas at Austin and a J.D. from The University of Texas School of Law.


Marc Folladori has more than 37 years' experience assisting a broad spectrum of corporate clients. His practice focuses on corporate and securities matters and mergers and acquisitions. He has been a licensed M&A and securities attorney in Texas since 1974 and, as a result, has extensive experience representing energy companies and firms engaged in energy investment and finance. He has served as the head of Mayer Brown's Global Energy Industry Team since 2007.

Marc serves as outside corporate counsel for a number of publicly-held corporations, provides US counsel to foreign companies doing business in the US (particularly in energy industry matters) and represents investment banks in securities offerings and M&A transactions.   

He has been named among the Best Lawyers in America in Corporate Governance and Compliance Law, Corporate Law, Mergers & Acquisitions Law and Securities Law (Best Lawyers, 2006-2012), and a Texas Super Lawyer in corporate finance law for every year since 2003. He was named one of the five "Go-To" M&A/Securities Law specialists in Texas for 2007 by The Texas Lawyer.


Education

  • Southern Methodist University Dedman School of Law, JD, 1974; Order of the Coif; Publications Editor, Southwestern Law Journal (1972-1974)   
  • Southern Methodist University, BBA, with Honors, 1971


Mneesha Nahata is Senior Counsel at American Tower Corporation. Ms. Nahata joined American Tower in 2005, and is responsible for corporate governance and securities matters, as well as capital market transactions. Prior to American Tower, Ms. Nahata was a business law associate at Edwards Wildman Palmer, working with public and private companies on various matters, including equity and debt offerings, merger and acquisition transactions, private equity financings, corporate governance and other general corporate matters. Ms. Nahata holds a Juris Doctor from Northeastern University and a Bachelor of Arts from Tufts University.


Amy Dorfmeister is a partner in Ernst & Young’s Philadelphia office with over 20 years of experience primarily serving clients in the life sciences and health industries. Amy works closely with and for multi-location, complex public and private high growth companies bringing experience in accounting and auditing services, financial reporting, SEC registration statements and reporting, public and private offerings and advisory services related to mergers and acquisitions and transaction support. Amy serves publicly traded global organizations and venture and private equity backed companies in the region.

Amy is a member of the EY Philadelphia office Diversity & Inclusiveness Council and plays an active role in EY’s professional women’s network.  Amy also served as the East Central Region Initial Public Offering Leader and is the CPA partner champion for the office.

Amy received a BS in Accounting from American University and is a member of Pennsylvania BIO, the Healthcare Financial Management Association, and currently serves on the Board of Directors of the Boys and Girls Club of Philadelphia.


Debbie Lofton is Vice President, General Counsel and Secretary for Qlik Technologies Inc.  Qlik, a leader in visual analytics delivering an intuitive platform for self-service data visualization, guided analytics, embedded analytics and reporting to over 40,000 customers.  Debbie is a member of the executive management team and responsible for providing legal support to the business on operational issues and developing and implementing business processes to achieve business goals and mitigate risk. She also handles corporate governance compliance programs, joint venture and M&A transactions, intellectual property activities and manages internal and external legal resources.

Over her 20 years in corporate law, Debbie has served as SVP, General Counsel and Secretary for InfraSource Services, Inc., SVP and General Counsel for SunGard Availability Services, EVP and General Counsel of RMH Teleservices Inc. and VP-Legal and Assistant General Counsel for SunGard Data Systems.  Debbie began her legal career at Morgan, Lewis & Bockius in Philadelphia.

Debbie holds a J.D. from the University of Virginia School of Law and a B.A. from the University of Virginia.  She is a member in good standing of the Pennsylvania and District of Columbia Bar Associations.


Doreen Lilienfeld is global head of the Governance and Advisory group and co-head of the Healthcare group.  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.  Legal directories, such as Chambers and Legal 500 US have named Ms. Lilienfeld as a leader in her field.

Doreen represents corporate and financial institution clients including ADS Waste Holdings, Inc., Altice USA, CVS Health Corporation, Dick’s Sporting Goods, IMAX Corporation, Nokia Corporation, Quest Diagnostics Incorporated, The Chefs’ Warehouse, WebMD Health Corp. and Valvoline.  She regularly advises founders, CEOs, individual executives and management teams of public companies and private enterprises on employment, severance and retention issues.

Doreen has been resident in the Frankfurt, London and Bay Area offices of Shearman & Sterling.  She is a lecturer in Executive Compensation at the Berkeley School of Law.  For the past fifteen years, Doreen has spearheaded the publication of the Shearman & Sterling LLP survey of the compensation-related corporate governance practices of the largest 100 domestic issuers.  She is an elected member of the firm’s nine member Policy Committee.

Ms. Lilienfeld is a Member of the Advisory Board of Women in Law Empowerment Forum, Secretary for the Board of Directors of Lawyers Alliance for New York and is Vice Chair of the Non-Qualified Deferred Compensation Committee of the ABA Section of Real Property, Trusts and Estate Law.


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”


Mary Mullany is a partner in the Business and Finance Department of Ballard Spahr LLP, located in the firm’s Philadelphia office. She is a member of the Securities, mergers and Acquisitions/Private Equity, Health Care, Employee Benefits and Executive Compensation and Life Sciences/Technology practice groups of Ballard Spahr.

Ms. Mullany concentrates her practice in the areas of securities disclosure, executive compensation (equity and cash-based), mergers and acquisitions, corporate financing (public and private), corporate governance, health care law, general corporate law, and business counseling. Her client base includes public and private companies in a variety of industries, including health care, life science/biotech, technology, manufacturing and utilities. She also represents start-up entities in health care. Before becoming an attorney, Ms. Mullany was a registered nurse with experience in critical care and risk management. She received her Bachelor of Science degree in Nursing from the University of Pennsylvania, her Master in Nursing Administration from Widener University and her J.D. from Villanova University.


Melissa L. Burek is a founding Partner of Compensation Advisory Partners LLC (CAP) in New York. She has 25 years of experience consulting with Boards and management in all areas of executive and director compensation, including compensation strategy, annual and long-term incentive plan design, performance measurement/reward linkages and regulatory and governance issues.

Melissa has assisted numerous Fortune 250 companies with developing compensation strategy and designing and implementing pay programs that support business objectives and shareholder interests. She has advised companies involved in initial public offerings, restructurings and executive leadership changes.  Melissa has significant experience in the insurance, manufacturing, consumer products, and pharmaceutical industries, as well as having worked with public and private companies.

Prior to joining CAP, Melissa was a Principal at Mercer’s Human Capital business for eleven years. While at Mercer, she led the insurance industry segment and numerous Best Practices research efforts. Prior to that she was a Director in KPMG’s Performance and Compensation Consulting practice. She also worked in Human Resources with the Ford Motor Company.

Melissa received a BBA and MBA from the University of Michigan’s Graduate School of Business Administration. 


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. 


Ronald Mueller joined the Washington, D.C. Office of Gibson, Dunn & Crutcher in 1986 and works in the securities regulation and corporate governance area with an emphasis on proxy and disclosure issues, executive compensation, and corporate transactions.

Mr. Mueller was named by BTI Consulting Group as a 2014 BTI Client Service All-Star for delivering “outstanding legal skills enveloped in a rare combination of practical business knowledge, extraordinary attention to client needs and noteworthy responsiveness.”  In 2017, Chambers USA recognized Mr. Mueller as a top Securities: Regulation attorney. He is listed in the 2016 edition of The Best Lawyers in America® in the categories of corporate governance law, corporate compliance law, and securities regulation.  In 2015, Mr. Mueller was also recognized in Who’s Who of Corporate Governance Lawyers by Who’s Who Legal.  Mr. Mueller is a past chair of the Subcommittee on Employee Benefits and Executive Compensation of the Committee on Federal Regulation of Securities, Section of Business Law, American Bar Association.  He is a frequent speaker and author on securities and corporate governance matters, including developments in proxy disclosures and proxy contests, the SEC's disclosure requirements, corporate governance developments, Section 16 rules, and executive compensation issues.

From 1989 to 1991, Mr. Mueller worked as legal counsel to Commissioner Edward H. Fleischman at the United States Securities & Exchange Commission (SEC).  While at the SEC, Mr. Mueller worked on many of the matters before the Commission, including executive compensation rules, enforcement matters and regulatory initiatives.

Mr. Mueller received his J.D., from Columbia Law School in 1986, where he was both a Harlan Fisk Stone Scholar and a James Kent Scholar, and his B.A., magna cum laude, from Vanderbilt University in 1982.


Sandra L. Flow is a partner based in the New York office.

Ms. Flow's practice focuses on capital markets and corporate governance.  She has represented both U.S. and international issuers, as well as underwriters, in a variety of SEC-registered and private securities offerings, as well as domestic and cross-border listings.  She has also participated in the development of new financial instruments and related offerings.  Ms. Flow's corporate governance practice includes advising companies on a wide range of governance and disclosure issues, including compliance with the Sarbanes-Oxley Act and listing standards of the NYSE and Nasdaq.  She has also advised a number of companies on issues relating to financial statement restatements.

Ms. Flow has been recognized as a "leading lawyer" for capital markets by the IFLR 1000:  The Guide to the World’s Leading Law Firms and distinguished for her capital markets practice by The Legal 500 U.S.

Ms. Flow frequently speaks on corporate governance and capital markets matters. She is a Co-Chair of the Practicing Law Institute’s program on Annual Disclosure Documents.  She has also served as a consulting editor of and contributor to The NYSE IPO Guide (2nd Ed., Caxton, 2013) and co-authored “Mixing Meat and Minerals on Compelled Commercial Speech” on Law360 (Sept. 2015) and "Not Just Financial Reform: Dodd-Frank's Executive Compensation & Governance Requirements" in The Corporate Governance Advisor (Aspen, September/October 2010).

Ms. Flow is a member of the Bar in New York.  She is a former Chair of the Committee on Securities Regulation of the New York City Bar Association and is Chair of the Board of the Public Interest Law Foundation at Columbia, Inc.


Todd J. Russo is the Senior Vice President, General Counsel & Secretary of Buckeye Partners, L.P.  Buckeye is a New York Stock Exchange-listed master limited partnership based in Houston, Texas that owns and operates a diversified network of integrated assets providing midstream logistic solutions, primarily consisting of the transportation, storage, and marketing of liquid petroleum products.  In his capacity as General Counsel, Mr. Russo is responsible for the legal affairs of Buckeye and advises management and the board of directors on a variety of legal and corporate governance matters.  Mr. Russo is a member of the General Counsel Steering Committee of the National Association of Corporate Directors (NACD) and also serves on the supervisory board of VTTI, B.V., a global petroleum products logistics provider that Buckeye jointly owns with Vitol S.A. 

Before joining Buckeye, Mr. Russo was an attorney at Ballard Spahr LLP, where he concentrated his practice in the areas of securities, corporate financing (public and private), and corporate governance.  Mr. Russo is a graduate of Lehigh University and the University of Pennsylvania Law School.


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 on the board of trustees of the SEC Historical Society. She also serves on the Executive Committee 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.


Abigail Arms, Partner, Shearman & Sterling LLP

Primary Areas of Practice:   Capital markets, securities  law and corporate  governance matters

Law School/Graduate School:  Pace University School of  Law, J.D.; New School for  Social Research, M.A.

Work History:  Division of Corporation Finance, U.S. Securities and Exchange Commission, 1984-97 in several capacities including Senior Associate Director; Associate Director - Legal, the principal legal officer of the Division; and Chief Counsel.

Professional Memberships:  District of Columbia Bar; Connecticut Bar; American Bar Association


Stephen L. Brown serves as Senior Director of Corporate Governance and Associate General Counsel for TIAA-CREF, a full-service financial services group of companies with over $500 billion assets under management.

On behalf of the boards of the TIAA-CREF group of companies, Mr. Brown and his colleagues in the Corporate Governance Group work to enhance the governance of companies held within TIAA-CREF’s investment portfolios with the objective of increasing shareholder value and improving long term performance of targeted companies. Additionally, Mr. Brown advises management and the boards of the TIAA-CREF group of companies on internal corporate governance matters.

For the last two years Mr. Brown has been named by the National Association of Corporate Directors as one of the 100 most influential people in corporate governance and the boardroom. In 2009, Mr. Brown was named as one of 10 global Rising Stars of Corporate Governance by the Yale School of Management’s Millstein Center for Corporate Governance and Performance.

Prior to joining TIAA-CREF, Mr. Brown practiced corporate and securities law with Wilmer, Cutler, Pickering, Hale and Dorr, LLP and Skadden, Arps, Slate, Meagher and Flom, LLP in New York City. At both firms, Mr. Brown represented industrial companies, investment advisers, hedge funds, private equity funds, and mutual fund complexes. Additionally, he represented Fortune 500 corporations, boards of directors and executives in a variety of securities enforcement matters and corporate internal investigations. Prior to practicing law, Mr. Brown was a financial analyst with Goldman Sachs.

Mr. Brown is an adjunct professor at Yale University and City College of New York. Mr. Brown’s pro bono practice has included advising several education related public entities and economic development organizations. He has served on the boards of the Englewood, N.J. public schools, Queens Economic Development Corporation, Harlem Renaissance Economic Development Corporation and the Public Interest Law Foundation at Columbia University Law School. Mr. Brown received his B.A. from Yale University and his J.D. from Columbia University Law School where he was a Harlan Fiske Stone Scholar and an Olin Law & Economics Junior Fellow.


Mr. Pereira serves as General Electric Company's Chief Corporate, Securities & Finance Counsel. He oversees all legal matters for GE and its businesses relating to global securities law, corporate governance, corporate finance and corporate law. Mr. Pereira joined GE in March of 2007.

From 2004 to 2007, Mr. Pereira served as Vice President of Legal Affairs & Secretary of Exelixis, a NASDAQ-listed biotechnology company based in South San Francisco. He reported to the CEO and was a member of the Company’s executive management committee with responsibility for a wide range of general counsel duties.

Before joining Exelixis, Mr. Pereira practiced law at Sullivan & Cromwell’s New York and Silicon Valley offices from 1998 to 2004. He specialized in mergers and acquisitions, securities law and private equity.

From 1995 to 1997, Mr. Pereira clerked at the Federal Courts in Austria.

Mr. Pereira received his law degrees from the University of Chicago Law School and the University of Vienna Law School, and is a CFA charterholder.

Mr. Pereira is a frequent speaker on securities, finance and board related matters.  He serves on the board of directors of the Society of Corporate Secretaries & Governance Professionals and previously served as a member of the NYSE Governance Council and as President of the Stockholder Relations Society of New York.