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Corporate Counsel Institute 2012


Speaker(s): Anastasia (Stasia) Kelly, Brad S. Karp, Catherine Lacavera, Dr. Marcus Grosch, James A. Florack, Jesse J. Jenner, Joele Frank, John Cassidy, Jonathan E. Retsky, Karen J. Kirchen, Kevin J. O'Connor, Mark Roellig, Matthew Lepore, Randall M. Ebner, Richard F. Ziegler, Sarah Jones, Scott Offer, Steven M. Post, Susan Webster, William T. Hassler
Recorded on: Oct. 3, 2012
PLI Program #: 35699

James A. Florack is a member of Davis Polk's Corporate Department and co-head of the global Credit Group, advising clients on a range of corporate finance transactions, including leveraged lending, structured finance, high-yield debt offerings and other capital markets transactions, with a particular focus on financings for leveraged acquisitions whether led by financial sponsors or otherwise. His practice includes transactions both in the U.S. and in international and cross-border markets, particularly Europe and Latin America, and in a variety of industries ranging from oil and gas and basic manufacturing to technology. His clients have included many financial institutions, such as JPMorgan Chase, Morgan Stanley, Bank of America, Credit Suisse and Goldman Sachs, as well as a number of corporate clients.

RECOGNITION
Listed as a leading lawyer in several legal industry publications, including:

  • Band 1, Nationwide: Banking & Finance - Chambers USA
  • 1st tier in Banking - Chambers Latin America
  • Chambers Global: The World's Leading Lawyers for Business
  • Law Business Research's Who's Who Legal - International Who's Who of Banking Lawyers
  • Legal Media Group's Expert Guide to the World's Leading Capital Markets Lawyers
  • IFLR1000: The Guide to the World's Leading Financial Law Firms

PROFESSIONAL HISTORY
  • Partner, 1994-present
  • Associate, 1986-1994
  • Law Clerk, Hon. Alicemarie H. Stotler, U.S. District Court, C.D. California 1984-1986


Jesse Jenner is a partner in Ropes & Gray's Intellectual Property Group and a member of the firm's Policy Committee. He joined Ropes & Gray in 2005 when it merged with Fish & Neave, the firm where he had been a partner since 1981 and served as Managing Partner from 2000 through 2004. He litigates in all technological areas, but his trial practice has focused particularly in electronics and electronic products, semiconductor technology and manufacturing, medical products, telecommunications and the Internet.


Professional Experience

Jesse has been lead counsel in more than 100 lawsuits, representing both plaintiffs and defendants. Representative clients include Cognex, Emerson Electric, Ford, Georgia Pacific, LG Electronics, Lucent, Motorola, Pitney Bowes, Symbol Technologies and Varian. His most well-known case was a two-and-a-half month trial on behalf of Cognex, the leading machine vision manufacturer, and the bar code manufacturing industry led by Symbol Technologies, against the Lemelson Foundation, which resulted in a judgment that 76 claims of 16 Lemelson patents were invalid, unenforceable and not infringed. He also has argued numerous appeals before the Court of Appeals for the Federal Circuit.


Education

  • JD, 1972, Harvard Law School
  • BSEE (Electrical Engineering), 1969, Cornell University

Bar Admissions
  • New York, 1973
  • U.S. Patent and Trademark Office

Courts
  • Supreme Court of the United States
  • U.S. Court of Appeals for the Second Circuit
  • U.S. Court of Appeals for the Federal Circuit
  • U.S. District Court for the Eastern District of New York
  • U.S. District Court for the Southern District of New York
  • U.S. Court of Federal Claims


Jonathan Retsky is a partner in the Chicago office whose practice primarily focuses on patent litigation and counseling. Mr. Retsky has particular experience working with telecommunications, computer hardware/software, vehicle navigation/location, and semiconductor technologies.

Mr. Retsky's practice also includes patenting computer software and hardware, licensing and agreement work regarding computer software, counseling for technology transfer/due diligence, as well as providing opinions of counsel regarding non-infringement and invalidity. In addition, he assists clients in intellectual asset management, including developing in-house IP strategies and processes.

Mr. Retsky previously served as Corporate Vice President and Director of Patent Operations at Motorola, where he was responsible for Motorola's patent preparation, prosecution, and maintenance activities. He oversaw a worldwide organization, including 50 patent lawyers and a portfolio of more than 25,000 patents. Mr. Retsky also managed Motorola's defensive IP litigation and matter management practices.
As a design engineer, Mr. Retsky was a member of the architectural team for the Motorola 68030 microprocessor.


Representative Matters

BFGoodrich v. Insight. Represented plaintiff in a preliminary injunction hearing. Patent covered a lightning strike detector for use in small airplanes. After two-day trial, preliminary injunction was granted, which was affirmed on appeal.

Micro Solutions v. Hewlett-Packard, et al. Represented plaintiff-patentee on patent to parallel port interface to computer peripheral devices such as disk drives. Negotiated favorable settlement, which included Hewlett Packard's exit from the parallel port computer peripheral business.

Oasis Technologies v. Sierra Design. Represented plaintiff patent owner in preliminary injunction hearing. Patent was directed to electronic gaming system with a fixed pool of winning plays. Co-chaired three-day preliminary injunction trial.

SPS Technologies v. Motorola, Inc. Represented defendant in nine-week trial against mis-appropriation of trade secrets claim. Trial resulted in a hung jury.

Vehicle IP v. General Motors, et al. Represented GM in defense of charges of patent infringement for its OnStar service. Patent was directed to server-based vehicle navigation system. Won summary judgment of non-infringement, which was affirmed on appeal. Handled oral argument for GM.

Williams Wireless v. General Motors, et al. Represented GM against charges of patent infringement. Patent was directed to use of fax machines to send digital data. Plaintiff settled with a walk-away dismissal with prejudice for failing to comply with Eastern District of Texas patent disclosure rules.
 
Admissions 

  • State of Illinois - 1999
  • U.S. District Court, Northern Illinois - 1990
  • United States Patent and Trademark Office - Reg. No. 34,415


Susan Webster is a partner in Cravath's Corporate Department and leads the Firm's General Corporate practice. For more than 25 years, she has represented public companies in connection with a wide variety of corporate matters. Ms. Webster has extensive experience counseling senior management and boards of directors in connection with general corporate issues, including corporate and board governance, crisis management, compliance, and public reporting obligations, including significant disclosure issues. She has deep experience advising clients on financial statement restatements and accounting-related disclosure issues. Ms. Webster also has substantial experience negotiating significant complex transactions for clients including, mergers, acquisitions, divestitures, spin-offs, strategic alliances and joint ventures.

Among other general corporate assignments, Ms. Webster currently represents Bank of America in connection with its public reporting and compliance obligations and had represented the non-management directors of Merrill Lynch from October 2007 until its acquisition by Bank of America. She advised the non management directors of Huron Consulting Group in connection with the restatement of certain of its historical financial statements and continues to advise the directors with respect to matters related to the restatement and other general corporate issues. Her other general corporate clients have included Ashland, Bristol-Myers Squibb Company ("BMS"), the non-management directors of PMI, the Audit Committee of Tronox, and Xerox.  Ms. Webster was recognized for her securities law advisory work by Chambers USA: America's Leading Lawyers for Business in 2011 and 2012.

Ms. Webster is recognized as a leader in promoting gender diversity in law and business. As the first woman at Cravath to be named a corporate partner, she has been actively involved in Cravath's diversity efforts. Ms. Webster is a member of the Firm's Diversity Committee and co-founded and today serves as Co-Chair of the Firm's Women's Initiative. She is a founding member and Co-Chair of The Kate Stoneman Project, a leadership organization for women partners of ten leading New York law firms. Ms. Webster recently joined the Board of Legal Advisors for Legal Momentum (The Women's Legal Defense and Education Fund).  She has served as Co-Chair of the Honoree Selection Committee and Co-Chair of the Development Committee of DirectWomen, an organization designed to identify, develop and support women lawyers on boards of U.S. public companies.

Ms. Webster is a member of the Fordham Law School Alumni Advisory Board and a member and Secretary of the St. Bernard's School Board of Trustees in New York City. She is a Trustee Emerita of Wesleyan University having served as a Trustee for twelve years. While on the Wesleyan Board, Ms. Webster chaired the Audit Committee and served as Secretary of the Board.

Ms. Webster was born in Hartford, Connecticut. She received a B.A. from Wesleyan University in 1977, an M.S. in Accounting from New York University Graduate School of Business in 1978 and a J.D. cum laude from Fordham University School of Law in 1984, where she was Editor-in-Chief of the Fordham Law Review.  From 1977 to 1981, Ms. Webster was an auditor at Peat, Marwick, Mitchell & Co., a predecessor firm of KPMG LLP. Ms. Webster joined Cravath in 1984 and became a partner in 1991.


William T. Hassler is a partner with the Washington office of Steptoe & Johnson LLP, where he is a member of the Litigation Department.  His practice has encompassed a broad range of criminal and civil cases, including numerous matters resolved by trial in both state and federal courts. Prior to joining the firm, Mr. Hassler served as a prosecutor for the Office of Independent Counsel investigating the Iran/Contra affair, and in the Environmental Crimes Section of the US Department of Justice. He is a former Special Assistant to the Director of the Federal Bureau of Investigation (FBI).


Civil Litigation

Mr. Hassler's practice has included a large variety of civil disputes, including Commerce Clause issues, ERISA claims, and numerous environmental coverage matters. He has addressed civil claims arising out of alleged corporate misconduct, including the defense of Tyco's former general counsel, and has represented insurers in numerous coverage disputes involving environmental liabilities, September 11 claims, and other types of coverage. His experience includes defense of claims by national manufacturing companies, chemical companies, and petroleum products companies.

White-Collar Criminal Defense

Mr. Hassler has represented numerous companies and individuals subject to criminal investigation.  He has handled cases involving alleged corporate misconduct, complex environmental matters, charges of healthcare fraud, the regulation of medical devices, and the representation of witnesses subject to investigation by Congressional committees.


Education
 Yale Law School, J.D., 1980
 University of North Carolina, Chapel Hill, B.A., 1977
 

Judicial Clerkships
 Hon. Robert R. Merhige, Jr., US District Court for the Eastern District of Virginia, 1981-1982
 

Bar & Court Admissions
 District of Columbia


Anastasia D. Kelly (Stasia) is a partner in DLA Piper's Corporate and Finance and Public Company and Corporate Governance practice as well as the firm's White Collar Corporate Crime and Investigations group. Ms. Kelly joined DLA Piper in 2010 after a 15-year career as General Counsel in four leading public companies.

Ms. Kelly was an associate and then a partner with Wilmer, Cutler & Pickering in Washington, DC between 1985 and 1995, where her practice spanned several areas of the law, including the regulation of financial institutions and securities firms, corporate and securities and intellectual property. Earlier in her career, Ms. Kelly was associated with Carrington, Coleman, Sloman & Blumenthal in Dallas, Texas, where she practiced in the litigation group.

Ms. Kelly has extensive experience as both outside counsel and as a General Counsel and brings these different perspectives to bear in her current practice, working closely with boards of directors on corporate governance issues, helping clients build effective compliance and regulatory programs, and advising boards and management on crisis management.

Ms. Kelly also sits on two public company boards, Owens-Illinois, the world's largest manufacturer of glass packaging, and Huntington-Ingalls Industries, which designs, builds and maintains nuclear and non-nuclear ships for the US Navy and the Coast Guard. At Owens-Illinois, Ms. Kelly chairs the Risk Committee and is a member of the Compensation Committee. She chairs the Governance and Policy Committee at Huntington-Ingalls Industries.

In her four General Counsel roles, Ms. Kelly focused on helping companies through crises and building effective legal and compliance frameworks. At American International Group (AIG), Ms. Kelly was Executive Vice President, General Counsel, Chief Compliance and Regulatory Officer from 2006 to 2008 and Vice Chairman in 2009. Ms. Kelly was brought to AIG in the capacity of General Counsel to build a worldwide legal, regulatory and compliance team across the AIG enterprise in the aftermath of government investigations related to the company. In her role as Vice Chairman, she was given additional responsibility by the board for government relations, external communications, corporate affairs and human resources across AIG during the financial crisis.

In 2003, Ms. Kelly was asked to join the restructuring team at MCI/WorldCom during its bankruptcy and restructuring. Ms. Kelly served as Executive Vice President and General Counsel and helped lead the team that brought MCI out of bankruptcy and restructured the business in the wake of major regulatory changes, culminating in the acquisition of MCI by Verizon in 2006.

In 1999, Ms. Kelly was recruited as Senior Vice President and General Counsel of Sears, Roebuck and Co. in the aftermath of the company's serious compliance issues in its credit business. While at Sears, Ms. Kelly restructured the legal teams and developed and strengthened the company's compliance and regulatory functions. Before her tenure at Sears, Ms. Kelly served as the Senior Vice President, General Counsel and Corporate Secretary at Fannie Mae. There, she centralized the company's legal and compliance function and upgraded the talent across Fannie Mae's five offices nationwide.

Ms. Kelly is an active leader at DLA Piper and is a member of the firm's Executive Committee. She is a mentor to a number of the firm's women lawyers and is on the leadership committee of the firm's Law Alliance for Women (LAW), which, among other goals, is committed to the hiring, development and advancement of women lawyers at DLA Piper.

Ms. Kelly co-teaches a course at Stanford Law School on the role of the modern general counsel. She is a frequent lecturer on the role of directors in public companies and on crisis management for a number of organizations, including Practicing Law Institute, Corporate Board Member and Georgetown Law School's Corporate Counsel Institute. She is a frequent contributor to Corporate Counsel magazine as well as other publications. She is the editor of Corporate Counsel's Project 5/165, which is committed to increasing the number of women General Counsel in Fortune 500 companies. Ms. Kelly is also on the advisory board of the Rock Center for Corporate Governance at Stanford Law School.

Ms. Kelly received her law degree magna cum laude from George Washington University, where she was a member of the Order of the Coif and the Law Review. She received her undergraduate degree from Trinity University in Washington, DC.


Catherine Lacavera joined Google in 2005. As Director of Litigation, she manages a team of 20 patent and intellectual property litigators and technical advisors. She oversees a docket of more than 100 pending patent and other intellectual property litigation matters both within and outside of the United States, including the Viacom and other copyright litigation against YouTube, and the Apple, Microsoft and Oracle copyright and patent suits directed at Android.  In addition to successfully defending the YouTube lawsuits, her team has had 15 straight victories on the merits in patent suits, including three jury trials in the Eastern District of Texas and multiple hearings before the International Trade Commission. Ms. Lacavera also advises on complex licenses and acquisitions, both within and outside the litigation context, including the acquisition of Motorola Mobility for $12.5 billion. Google was awarded 2011 Best Legal Department by Corporate Counsel Magazine and 2011 Litigation Department of the Year by International Law Office in the Global Counsel Awards. Prior to joining Google, Ms. Lacavera practiced patent litigation in New York City at a large global law firm.

Ms. Lacavera has her Bachelor's in Computer Engineering, and her J.D./M.B.A. from the University of Toronto. She is admitted to practice law in New York, Massachusetts, the U.S. District Courts for the Southern and Eastern Districts of New York, the U.S. Court of Appeals for the Federal Circuit, and the U.S. Supreme Court. She is registered to practice before the U.S. Patent and Trademark Office and Registered In-House Counsel in California.


Dr. Marcus Grosch is a German qualified attorney-at-law and Partner at Quinn Emanuel. Marcus focuses on IP litigation, with a particular emphasis on patent litigation. His expertise in patent litigation concerns clients and patents of various industries (high-tech, medical devices, pharma-bio) involving the coordination of lawsuits in multiple jurisdictions. Marcus also has specific experience regarding the interface of patents and antitrust laws (e.g. patents essential to industry standards and FRAND-defences). Marcus has pleaded numerous cases, both in the German patent infringement courts (mainly Mannheim/Karlsruhe and Düsseldorf, at trial and appellate level) and in opposition proceedings at the EPO (including appeal proceedings) as well as before the German PTO (cancellation actions) and the German Patent Court (nullity actions).

Before joining Quinn Emanuel in 2010, he was a partner at Allen & Overy for three years and a partner in a leading German IP boutique for five years. Marcus is a lecturer in patent law at the Freiburg University and the Mannheim University. He earned his PhD from Mannheim University (summa cum laude) and his LL.M. from Yale University. He was a member of the German National Academic Foundation (Studienstiftung des Deutschen Volkes), Germany's elite scholarship foundation. For several years, the leading German law directory JUVE has recognized Marcus as one of the leading individuals in the field of patent litigation. In 2006, JUVE acknowledged Marcus as one of the top 40 German lawyers under 40 years of age.


John Cassidy is a journalist and author. He is a staff writer at The New Yorker, where he is currently covering the 2012 presidential election. He is also columnist on Fortune, and a regular guest on television and radio programs. His latest book, How Markets Fail: The Logic of Economic Calamities, was published in November 2009. The New York Times said it provided a "brilliant intellectual framework" for understanding the financial crisis. The Economist and Business Week selected it as one of the best books of the year.

Before joining the New Yorker, in 1995, Mr. Cassidy worked for seven years on The Sunday Times of London, where he was the Washington Correspondent and the Business Editor, and for two years on the New York Post, where he was the Deputy Editor. Mr. Cassidy's first book, Dot.Con: The Greatest Story Ever Sold, came out in 2002.

Mr. Cassidy was born in Leeds, West Yorkshire, in 1963. He graduated from University College, Oxford in 1984, and then came to the United States on a Harkness Fellowship. He has a masters in journalism from Columbia and a masters in economics from New York University.


Karen Kirchen is currently the General Counsel for Global Legal Strategy and Policy for Citi's Institutional Clients Group. She has held a wide variety of positions at Citi over several decades, including as General Counsel of the North America Corporate and Investment Bank; Co-General Counsel of Citicorp's Corporate and Investment Bank in Japan, Europe and North America; and Citigroup Head of Global Compliance. Karen began her career as an Associate at Weil Gotshal.

Karen received a J.D. from the University of Michigan - Ann Arbor in 1977 and a B.A. from the University of Wisconsin - Madison in 1973.


Randall Ebner is the Assistant General Counsel - Corporate for Exxon Mobil Corporation. He has been in his current position since April 1, 2009.  Based at ExxonMobil's corporate headquarters in Irving, Texas, Mr. Ebner's corporate law team provides legal support to the Corporation on various corporate matters including: corporate governance, corporate finance, securities law, risk management, and mergers and acquisitions (e.g., his team provided legal support for ExxonMobil's recent acquisition of XTO Energy, Inc.). Mr. Ebner also serves as Secretary to the Board's Audit and Finance Committees and is a member of the Law Department's Management Committee.

A native of New Jersey, Mr. Ebner graduated from Bowdoin College with a Bachelor's degree (cum laude) in Government in 1977 and from Tulane Law School with a J.D. (cum laude) in 1980 where he was a member of the Moot Court Board. Upon graduation, Mr. Ebner joined Exxon Company, U.S.A.'s New Orleans Litigation Department as an Associate Trial Attorney. His primary focus was on personal injury cases arising on Gulf of Mexico offshore platforms and vessels. In 1985, he moved to Exxon Company, U.S.A.'s Houston Litigation Department as Litigation Counsel and was later named Coordinator of the Upstream Commercial Litigation Group where he was responsible for several high profile lawsuits including complex oil and gas and antitrust cases against the Corporation. In 1999, he was named the Production Law Coordinator in Exxon Company, U.S.A.'s Production Law Department. Shortly thereafter, he was assigned to Exxon Corporation's law team advising on legal issues relating to the Exxon/Mobil merger. He helped to coordinate the law work associated with obtaining U.S. Federal Trade Commission and European Commission approval of the merger. After the merger closed on November 30, 1999, he coordinated the worldwide legal work associated with merger-related asset divestitures required by the U.S. Federal Trade Commission and the European Commission. In 2000, Mr. Ebner was named Chief Attorney for ExxonMobil Chemical Company's Operations where he was responsible for a global law team handling and coordinating law work associated with the Chemical Company's worldwide commercial and operational activities. In May 2003, was named the Chief Attorney for ExxonMobil Gas & Power Marketing. He and his team of attorneys located throughout the world handled, managed, and coordinated the legal issues relating to ExxonMobil's worldwide gas and power marketing business. 

Mr. Ebner is a licensed member of the Texas and Louisiana Bar Associations. He is a member of the Business Section of the American Bar Association, a member of the Dallas Bar Ethics Committee and a Lifetime Fellow of the Texas Bar Foundation. He serves as a member of the Tulane Law School Dean's Advisory Board.


Richard F. Ziegler is Managing Partner of Jenner & Block LLP's New York office.  He focuses his practice on complex civil litigation, international arbitration and corporate governance matters, including contract and financial disputes and corporate compliance issues. Mr. Ziegler co-chairs the Firm's International Arbitration Practice, formerly co-chaired the Complex Commercial Litigation Practice, and serves on the Firm's Management Committee.

The Chambers USA guide describes Mr. Ziegler as "an extraordinarily gifted advocate." In 2010 he was listed by BTI Consulting as one of its "Client Service All Stars," an unsolicited award based on client feedback on lawyering talent and business acumen.

Mr. Ziegler joined Jenner & Block from the 3M Company in St. Paul, Minnesota, where he served from 2003 - 2007 as Senior Vice President, Legal Affairs and General Counsel and led a department of more than 150 lawyers in 24 countries. Before joining 3M, Mr. Ziegler was a partner at Cleary, Gottlieb, Steen & Hamilton in New York for more than two decades, serving as coordinator of its New York litigation practice and a member of its worldwide Executive Committee. He previously served as an Assistant United States Attorney in the Southern District of New York and as Deputy Chief Appellate Attorney in that office.

Drawing on his experience as in-house and external counsel, Mr. Ziegler is a frequent author and speaker on compliance and governance matters, including on enterprise risk management, the role of the board of directors in corporate compliance programs and on FCPA compliance processes.  He Co-Chaired PLI's Corporate Compliance and Ethics Institute in New York in 2010, and Co-Chaired PLI's Corporate Counsel Institutes in both 2007 and 2008.  His article "New Obstacles in Setting the Tone at the Top" was published in Corporate Secretary and the Bloomberg Corporate Law Journal, and as a monograph by the Center for Ethical Business Cultures.

Mr. Ziegler was Chairman of the Committee on Professional Ethics of the New York State Bar Association in 1995-98. He taught a seminar on ethics and complex litigation for three semesters at Columbia Law School.

Mr. Ziegler graduated from Yale College summa cum laude in 1971, where he became a member of Phi Beta Kappa. He received his J.D. from Harvard Law School magna cum laude in 1975 and was an editor of the Harvard Law Review. Mr. Ziegler clerked for Federal District Court Judge Milton Pollack in Manhattan. 


Scott Offer leads the global Law Department of Motorola Mobility.

His team plays a key role – handling all legal matters for Motorola Mobility. This includes setting overall legal strategy; partnering with business leads; negotiating all strategic deals with customers, suppliers and partners; managing the global Motorola Mobility patent, trademark and litigation portfolio; and maintaining legal compliance.

His team is leading the current multi-jurisdictional patent litigations with both Apple and Microsoft.

In August 2011, he worked with the CEO to negotiate the acquisition of Motorola Mobility by Google Inc. His team (working with Google) has cleared regulatory approvals for the transaction in all jurisdictions except China. He served as a key leader and contributor in the planning and structuring of Motorola’s businesses into two independent, publicly traded companies for separation and listing on the New York Stock Exchange (NYSE) in January 2011. This included creating a new Law and Intellectual Property Department for Motorola Mobility.

Offer also led the formation of the combined Intellectual Property (IP) business and Legal teams, which consistently generate significant licensing revenues. The organization delivers a significant impact to both cash flow and operating earnings for Motorola Mobility. Offer played a lead role in the 2010 RIM patent cross-license and litigation settlement.

Since joining Motorola in 1990, he has served in leadership roles in the Europe, Middle East and Africa Region and the U.S. Offer received his LLB law degree from The London School of Economics & Political Science. Prior to joining Motorola, he worked for the law firm Boodle Hatfield, and Royal Dutch Shell plc.


Steven M. Post serves as L-3's senior vice president, general counsel and corporate secretary. Post has more than 30 years of professional legal experience. At L-3 and predecessor companies, he held several positions with increasing responsibility, first serving as an associate counsel and later vice president, legal before being promoted to senior vice president, contracts and general counsel of the Integrated Systems Group. Prior to joining L 3, Post was an instructor in the Contract Law department at the Judge Advocate General's School in Charlottesville, VA. He began his legal and military career at the Office of the Staff Judge Advocate in Ft. Dix, N.J., as the contract and fiscal law advisor and as senior trial counsel. Following that assignment, Post served as a trial attorney in the litigation division for the Judge Advocate General at the Pentagon.

Post earned his law degree from Indiana University, graduating with honors in 1977, and his undergraduate degree from the University of Dayton.


Joele is the founder and managing partner of Joele Frank, Wilkinson Brimmer Katcher.  Founded in 2000, the firm has ranked #1 in M&A since 2013.  For more than 25 years, Joele has been a trusted advisor to executive teams and Boards of Directors as they manage through some of the most complex situations in their company’s history.  Having played a major role in more than 1,000 special situations, Joele understands the impact of communications on corporate reputation and a company’s ability to achieve its overall business objectives.  Joele has been named to PRWeek’s Hall of Fame and Inside PR’s Hall of Fame as an All-Star for Investor Relations, and she has appeared on PRWeek’s PR Power List of the 25 top PR industry leaders. 


Kevin O’Connor is the Chief Legal Officer for Point72, L.P. Mr. O’Connor joined Point72 in June 2015 from United Technologies Corporation (UTC) where he served as Vice President of Global Ethics & Compliance. Prior to joining UTC, Mr. O’Connor was a partner and chair of the white collar practice group at the law firm Bracewell & Giuliani.

Mr. O’Connor’s legal career includes extensive public service. He served, upon appointment of President George W. Bush and unanimous confirmation by the United States Senate, as United States Attorney for Connecticut from 2002-2008 and as Associate Attorney General of the United States from 2008-2009. During his tenure with the Department of Justice, Mr. O’Connor also served as Associate Deputy Attorney General, Chief of Staff to the Attorney General, and chair of the Department’s Intellectual Property Task Force. In 2008, Mr. O’Connor received the Edmond J. Randolph Award, the Department of Justice’s highest honor. Mr. O’Connor previously worked in the Division of Enforcement of the U.S. Securities & Exchange Commission in Washington, D.C. He began his legal career as a law clerk for the Hon. William H. Timbers of the U.S. Court of Appeals for the Second Circuit.

Mr. O’Connor received his B.A. with honors from the University of Notre Dame, and graduated with high honors from the University of Connecticut School of Law. Mr. O’Connor is a recipient of the Distinguished Graduate Award from the University of Connecticut School of Law. He currently serves as Chair of the Board of Directors Trinity Health of New England, an integrated health delivery system and owner of five hospitals in New England.


Matthew Lepore is Pfizer's Corporate Secretary and Chief Governance Counsel.  He heads Pfizer's Corporate Governance Department, which is responsible for working with Pfizer investors on a variety of governance issues to facilitate an open dialogue between the Company and its shareholders. Mr. Lepore works closely with the CEO and Chairman of the Board, General Counsel and other Senior Leadership on SEC and NYSE matters, emerging trends and practices in corporate governance, board-related issues, global corporate financings/capital raising, M&A, pension fund and general corporate matters. In addition, a significant portion of Mr. Lepore's duties are spent working with the Board of Directors at and in preparation for Board meetings, as well as the meetings of several Board Committees.  Mr. Lepore also has oversight of Shareholder Services, Pfizer's many subsidiaries, as well as Pfizer's Corporate Policies and Procedures. Mr. Lepore is responsible for Pfizer's Records and Information Management function, as well as the team providing legal support to Pfizer's DC office and nationwide lobbying efforts. Finally, as a member of the Legal Division's Executive Team and the Pfizer Legal Alliance (Pfizer's innovative outside counsel program) Steering Committee, he works broadly across the Division on various initiatives outside of the Governance Department. 

Before coming to Pfizer, Mr. Lepore was a Partner with DLA Piper US LLP in Washington, DC, and he also has served as a Trial Attorney in the U.S. Department of Justice, representing the Executive Branch of Government in a variety of constitutional challenges to executive decision-making.  Mr. Lepore currently works with the Aspen Institute's Corporate Values Strategy Group, he is an Advisory Board Member for the RAND Center for Corporate Ethics and Governance, a member of the Committee for Economic Development's Subcommittee on Corporate Governance, and a member of The Conference Board Committee on Corporate Political Spending.

 


Sarah Jones is a Partner in the Corporate practice of Clifford Chance and is the Head of our global Consumer Goods group. She has extensive experience in advising multinational corporations on high profile, complex, cross-border M&A in particular in the consumer goods sector. Sarah regularly provides advice on the establishment and ongoing conduct of joint ventures in a wide variety of industries. Sarah has been a partner with the firm since 2001 and has been based in its New York office since 2006.  She is admitted as a solicitor in England & Wales and to the New York Bar.

Relevant experience includes advising:

  • Pfizer on the English law aspects of the establishment of a joint venture with GlaxoSmithKline plc to create a global consumer healthcare company
  • Mondelez International, JAB’s partner in Keurig, in the merger of Dr Pepper Snapple Group, Inc. and Keurig Green Mountain, Inc.  Mondelez will hold an approximately 13-14% stake in the combined $11B revenue company
  • National Dioxide Company in relation to the sale to Tronox Limited of its domestic and international titanium dioxide (Ti02) business in consideration for US$1.63 billion and newly issued shares of Tronox
  • Coca-Cola Co and Coca-Cola Femsa in their US$575 million agreement to acquire AdeS, the soy-based beverage unit of Unilever
  • Mondelez International Inc. in connection with the US$13.9 billion acquisition of Keurig Green Mountain by JAB Holding Company. Minority investors, who are shareholders in Jacobs Douwe Egberts, including Mondelez and entities affiliated with BDT Capital Partners, have partnered with JAB on its current deal for Keurig
  • Jacobs Douwe Egberts on the sale of Carte Noire to Lavazza, as a result of the commitments taken by Jacobs Douwe Egberts following the merger of the coffee businesses of Mondelez Group and Douwe Egberts Master Blenders
  • Mondelez International on the combination of its global coffee business with D.E. Master Blenders 1753 B.V to be named Jacobs Douwe Egberts (JDE) and, prior to closing, on its internal restructuring to separate coffee from Mondelez's other operations across more than 40 jurisdictions
  • GTECH S.p.A. on its change of corporate seat from Italy to the UK (by means of a European cross border merger) and its acquisition of IGT (by means of a US merger) for an aggregate consideration of US$4.6 billion
  • Kraft Foods on its £11.6 billion takeover of Cadbury and subsequent reorganization
  • Philip Morris International in its acquisition of a 20% equity interest in Megapolis Distribution BV in Russia for $750 million
  • Bridgepoint in the sale of the Permaswage Group to Precision Castparts Corp. (PCC)
  • Motorola Solutions, Inc. on its takeover of Psion plc
  • TAM Airlines in its US$7 billion merger with Lan Chile to form LATAM Airlines Group S.A.  
  • Kraft Foods on its €5.3 billion acquisition of the global biscuits business of Danone
  • Kraft Foods on its US$1.067 billion acquisition of the Iberian biscuits operations of United Biscuits
  • Philip Morris International on its US$5.2 billion acquisition of HM Sampoerna TBK
  • Altria Group on the US$5.622 billion merger of Miller Brewing with South African Breweries (to form SABMiller)


Mark Roellig is Executive Vice President and General Counsel of Massachusetts Mutual Life Insurance Company (“MassMutual”), the parent company of a global, growth-oriented, diversified financial services organization, listed 94th in Fortune’s ranking of America’s largest corporations with more than $651 billion in total assets under management. MassMutual is headquartered in Springfield, Massachusetts.  In his capacity as MassMutual’s General Counsel, Mark is responsible for all the legal affairs of the Company and advises management and the board of directors to ensure that MassMutual complies with corporate-governance requirements and safeguards the interests of MassMutual’s policyholders.  He is also responsible for the corporate secretary, corporate compliance, internal audit, government relations and the Corporate Business Resources and Real Estate and Facilities Departments of MassMutual.   Prior to joining MassMutual in 2005, he served as general counsel and secretary to three public companies before their sale/merger: Fisher Scientific International Inc., Storage Technology Corporation (“StorageTek”) and U S WEST Inc. He received his bachelor’s degree in mathematics from the University of Michigan, his law degree from George Washington University and his MBA from the University of Washington.  Mark is currently an adjunct facility member at the University of Colorado Law School and teaches a class on “An Introduction to In-House Practice”.


Chairman of Paul, Weiss since 2008, Brad Karp is one of the country’s leading litigators and corporate advisers. Brad has successfully defended financial institutions and other companies in numerous “bet the company” litigations, regulatory matters and internal investigations. Prior to being named chairman of Paul, Weiss, Brad chaired the firm’s Litigation Department. 

Brad has received numerous industry recognitions over the years. In 2018, Brad received the Special Achievement Award from the Financial Times in recognition of his legal achievements and leadership of Paul, Weiss and was also named “Attorney of the Year” by New York Law Journal, “Litigator of the Year” by The American Lawyer, “Sports MVP of the Year” by Law360, and “Securities Lawyer of the Year” by Best Lawyers. In 2017, Brad was selected as a “Litigation Trailblazer” by the National Law Journal and Best Lawyers’ “Banking Lawyer of the Year.” Additional publications consistently rank Brad as one of the leading lawyers in the United States, including The Wall Street Journal, The New York Times, Crain’s New York Business, Chambers, The Lawyer (U.K.), Lawdragon, The Legal 500, Euromoney Institutional Investors, Best of the Best USA and Benchmark/Institutional Investor.

Brad speaks and writes frequently on business litigation, securities litigation and corporate governance. He has spoken at more than 500 conferences and has lectured at Harvard Law School, Yale Law School, Columbia Law School, NYU Law School and The Federal Judicial Center. Brad has written more than 500 articles on business litigation issues. Brad has also spoken out and written about pressing issues of social justice. Most recently, in 2018 he authored two op-eds in The New York Times, “Stop Shielding Gun Makers,” advocating changes to laws related to gun manufacturer liability, and “An Army of Lawyers for Migrants,” urging the private bar to address the unlawful treatment of immigrants and to seek the reunification of separated families. In 2018, Brad also authored an op-ed in the New York Law Journal, “Democracy Itself Is on the Ballot,” addressing the issue of voter suppression and disenfranchisement. Brad is also active in the community, serving as the chairman of the Legal Action Center and as a director/trustee of more than 25 charitable, educational, medical and professional organizations. 

Brad is a 1984 graduate of Harvard Law School and clerked for The Honorable Irving R. Kaufman, former Chief Judge of the U.S. Court of Appeals for the Second Circuit. Brad has spent his entire professional career at Paul, Weiss.