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Corporate Governance - A Master Class 2013


Speaker(s): Alan L. Beller, Ann L. Yerger, Debra J. Perry, Faiza J. Saeed, Floyd Norris, George S. Canellos, Hon. Annette L. Nazareth, Hon. Harvey L. Pitt, J. Gordon Seymour, Jack Ciesielski, James L. Kroeker, John K. Halvey, Lawrence A. Hamermesh, Lorin L. Reisner, Mark J. Gentile, Martine M. Beamon, Meredith B. Cross, Rena Hozore Reiss, Richard H. Walker, Robert S Khuzami, Robin M. Bergen, Ronald O. Mueller, Simon M. Lorne, Stephanie Abramson, Thomas J. Kim, William R. Baker III
Recorded on: Feb. 13, 2013
PLI Program #: 42035

Debra Perry is a senior financial services professional with broad executive and board level experience in credit analysis, risk oversight and financial institution governance. Ms. Perry has served on the boards of three public companies and as a trustee and advisory board member in the public policy and higher education arenas. Over her business career, she was a senior executive at Moody's, the bond-rating agency, and held fixed income research and capital market positions in New York, Paris and London with First Boston and Chemical Bank.

While at Moody's, Ms. Perry managed several ratings divisions, served as Chief Administrative Officer (CAO) and had primary responsibility for executing the spin-off of Moody's from the Dun & Bradstreet Corporation and in building the public company infrastructure. In her line management roles, she managed an unusually wide range of rating groups covering financial institutions, industrial companies, and US municipal issuers. Following the defaults of Enron and WorldCom, she led the recalibration of $3 trillion of corporate debt ratings and introduced numerous enhancements to Moody's fundamental analysis, including a focus on the quality of issuers' corporate governance and public financial reporting. She also served as Chief Credit Officer and established the Credit Policy function to coordinate rating standards and default research.

In 2004, Ms. Perry retired from Moody's to enter the field of corporate directorship with a primary focus on the financial sector, restructuring and business services.  She served on the board of MBIA, the largest financial guaranty insurance company from 2004 until 2008. Following the early impact of the financial crisis on the company and its recapitalization, she was asked by the board to serve as a consultant to its Credit Risk Committee to refine and implement the company's risk strategy as part of its five-year transformation plan.

From 2004-2011, Ms. Perry served on the board of Conseco, Inc., now CNO Financial Group, a life and health insurer that had recently emerged from bankruptcy with a new management team and new board selected to rebuild the company. During her tenure, the board oversaw the restructuring and recapitalization of the company. She chaired the Human Resources & Compensation Committee of the board.

Ms. Perry currently serves on the board of Korn/Ferry International, a premier executive search and talent management solutions firm where she chairs the Audit Committee. In 2011, she joined the board of trustees of the BofA Funds Series Trust, a money fund complex where she chairs the Governance Committee, and the board of the Sanford C. Bernstein Fund, Inc.
In addition to her work as a board member, Ms. Perry serves on the Executive Committee of the Committee for Economic Development (CED), the non-partisan business-led public policy organization dedicated to research on major social and economic issues. She also serves on the Dean's Advisory Board of the Wisconsin School of Business at the University of Wisconsin-Madison. She is a member of the Economic Club of New York, the National Association of Corporate Directors, the International Corporate Governance Network and Women Corporate Directors. Ms. Perry holds a BA from the University of Wisconsin-Madison and a graduate degree from Yale University.


Floyd Norris is the chief financial correspondent of The New York Times and writes a weekly column for the financial section.

He was named to that post in September 1999, after spending a more than a year as a member of The Editorial Board of The Times. He joined the paper in October 1988 as a financial columnist, a position he held until he joined the Editorial Board in May 1998.

Before joining The Times, Mr. Norris had been with Barron's National Business and Financial Weekly since December 1982, where he began as a staff writer and subsequently was promoted to stock market editor. He began writing "The Trader" column in mid-1983 and was cited by the New York Society of Certified Public Accountants for outstanding reporting on accounting issues in 1984. In 1998, he was cited by the Financial Writers Association of New York for outstanding lifetime achievement.

He and his wife, Christine Bockelmann, compiled and edited "The New York Times Century of Business," which was published by McGraw-Hill in late 1999.

Mr. Norris began his career in journalism as a reporter for the College Press Service, a news service for college newspapers, in September 1969. From September 1970 to January 1972, he was a reporter and editor for The Manchester (N.H.) American, a newspaper he helped to found. From January 1972 to August 1974, he was a reporter for The Concord (N.H.) Monitor, covering the state legislature and politics.

From August 1974 to December 1977, he worked for UPI. In 1977 and 1978 he was press secretary to, then, Sen. John Durkin. From 1978 to 1981 he was a business writer and editor for the Associated Press.

Born in Los Angeles on Sept. 6, 1947, Mr. Norris attended the University of California in Irvine. He was a Walter Bagehot Fellow in Economics and Business Journalism at Columbia University for two terms and received an MBA in 1982.

Mr. Norris lives in Brooklyn with his wife and son.


Jack T. Ciesielski is the owner of R.G. Associates, Inc. an investment research and portfolio management firm located in Baltimore. Mr. Ciesielski is the publisher of The Analyst's Accounting Observer, which is an accounting advisory service for security analysts.

He has been a CPA since 1978, and a CFA since 1988. Before founding R.G. Associates in 1992, he spent nearly seven years as a security analyst with the Legg Mason Value Trust. Prior to that, he had performed various stints in the accounting profession as an auditor with Coopers & Lybrand, as an internal auditor with Black & Decker, and as an educator at the University of Maryland.

From 1997 to 2000, Mr. Ciesielski served as a member of the Financial Accounting Standards Advisory Council, (FASAC), which is the advisory body that consults with the Financial Accounting Standards Board (FASB) on practice issues and advises the FASB on setting its agenda. He is also a member of the American Institute of Certified Public Accountants, and served on that body's SEC Regulations Committee from 1992 to 1995, returning for another stint in 2002. From 1998 to 2001, he served as a member of the AICPA's Accounting Standards Executive Committee, which issued accounting standards under the direction of the FASB. In March 2008, Mr. Ciesielski ended a five-year turn as a member of the FASB's Emerging Issues Task Force. From 2007 to 2011, he was a member of FASB's Investors Technical Advisory Committee, which advises the FASB on the information needs of investors. Beginning in 2012, he became a member of the CFA Institute's Corporate Disclosure Policy Council, which addresses issues affecting the quality of financial reporting and disclosure worldwide.

As a member of the Association for Investment Management Research, he served on their Financial Accounting Policy Committee from 1993 to 1996, while filling the role of Vice-Chairman from 1994 to 1996. As a member of the Maryland Association of CPAs, Mr. Ciesielski has served as the Chairman of their Accounting Standards Committee from 1993 to 1995, and served on the MACPA's board of directors for three years. He has also been a member of the Baltimore Security Analysts Society since 1986.


JOHN K. HALVEY is the General Counsel of NYSE Euronext and serves on its Management Committee. Mr. Halvey has served in these positions since 2008.

Prior to joining NYSE Euronext in March 2008, Mr. Halvey was a corporate partner with the international law firm of Milbank, Tweed, Hadley & McCloy, LLP, from 1994 to 1999 and from 2001 to 2008. From 1999 to 2001, Mr. Halvey was Executive Vice President of Safeguard Scientifics, Inc., a private equity and venture capital firm.

Mr. Halvey has practiced in all areas of corporate, technology and intellectual property law, with particular emphasis on information technology and business process related transactions and private equity transactions involving technology companies.

Mr. Halvey is a graduate of Tufts University, Emory University School of Business, and Emory University School of Law.


Robin M. Bergen is a partner based in the Washington, D.C. office of Cleary Gottlieb Steen & Hamilton LLP. Ms. Bergen¡¦s practice focuses on Securities and Exchange Commission (SEC) investigations and regulatory enforcement matters, structured finance and private investment funds. She also has extensive experience in the regulation of investment companies and investment advisers.

Ms. Bergen has represented corporate clients and individuals in a broad range of government investigations involving the SEC, the Department of Justice, and state regulators. She also advises boards of directors and audit committees on corporate governance matters and internal investigations. In the structured finance area, Ms. Bergen regularly represents underwriters and investment managers in collateralized debt obligation (CDO) transactions and complex financial product offerings. Her substantial transactional and finance experience provides her with a unique perspective and ability to understand and analyze complex factual and legal issues faced by multinational companies and financial services firms in government investigations and enforcement matters.

Selected recent experience in enforcement and regulatory matters includes acting as counsel to:

  • Several Wall Street investment banks, hedge funds, and asset managers in investigations by the SEC, FINRA, U.K. FSA and congressional committees relating to subprime mortgage matters including CDOs.
  • Several large asset managers in connection with SEC and other regulatory investigations stemming from the Madoff and Stanford fraud cases.
  • A major private equity fund sponsor in "pay-to-play" investigations.
  • Several registered broker-dealers and investment advisers in connection with SEC regulatory examinations relating to various compliance issues.
  • Several public companies and senior officers in connection with SEC investigations involving allegations of accounting fraud and other misconduct.
  • Independent directors and senior management of several major publicly traded companies in internal investigations and internal reviews relating to accounting fraud, options backdating, and structured finance products.
  • Counsel to several Fortune 500 companies and senior officers and directors in connection with SEC options backdating investigations.

Ms. Bergen is distinguished as a "star white-collar lawyer" by Benchmark Litigation: The Definitive Guide to America's Leading Litigation Firms and Attorneys and recognized internationally as one of the leading lawyers in structured products by Chambers Global, Chambers USA, Legal 500, and IFLR 1000 Guide to the World's Leading Law Firms. In 2012, she was listed in the inaugural edition of Benchmark Litigation's Top 250 Women in Litigation. Additionally, Ms. Bergen was previously named one of Institutional Investor's "10 Rising Stars of Securitization". She previously served as Vice Chair of the International Securities Law Committee of the DC Bar Association's Corporation, Finance and Securities Law Section.

Ms. Bergen speaks regularly on issues relating to securities enforcement, government investigations, and structured finance.

Ms. Bergen joined the firm in 1994 and became a partner in 2003. She received a J.D. degree from New York University School of Law in 1994 and a B.S. degree, with distinction, from the University of Virginia in 1991. She is a member of the Bars in New York and the District of Columbia.


Rena Hozore Reiss has served as Executive Vice President, General Counsel and Secretary of Hyatt Hotels Corporation since August 2010. In this role, Ms. Reiss leads a 45+ person worldwide team of attorneys, paralegals and assistants supporting all facets of Hyatt's business, including worldwide development, compliance and governance, operations, litigation, sales and marketing, intellectual property, risk management and information technology. She is a member of Hyatt's Executive Committee. In addition, she serves as Corporate Secretary for Hyatt Hotels Corporation and a number of subsidiary companies. In October 2012, Ms. Reiss assumed leadership of the Company's Corporate Transactions Group and Risk Management function.

Ms. Reiss joined Hyatt after spending 10 years at Marriott International, Inc. She held several positions in the Marriott Law Department, including Senior Vice President and Associate General Counsel; in this role, she led a 17-person legal team supporting Marriott's development efforts for managed hotels, resorts, branded residences and mixed-use developments throughout the Americas, as well as acquisition and development of the company's corporate-owned hotel projects.

Prior to entering the hospitality industry, Ms. Reiss practiced law at Thomson Muraro Razook & Hart in Miami, Florida, served as an Associate General Counsel for The Miami Herald Publishing Company, and was a partner at Counts & Kanne, Chartered, in Washington, D.C.

Ms. Reiss has been profiled in The National Law Journal, Diversity and the Bar, the Chicago Law Bulletin and in Diversity Journal, which named her a "Woman Worth Watching" in 2011.  She is a member of The Chicago Network, the Princeton Club of Chicago Alumni Schools Committee, and the Georgetown University Hospitality Law Advisory Board.

Ms. Reiss is a member of the Florida, District of Columbia and Illinois Bars. She received her A.B. from Princeton University, magna cum laude, in 1981 and her J.D. from Harvard Law School, cum laude, in 1986. She and her husband Steve, a journalist, have two children. 


Alan L. Beller is a preeminent legal advisor and recognized thought leader regarding securities law, capital markets and corporate governance.  He is a Senior Counsel at Cleary Gottlieb Steen & Hamilton LLP.

Alan currently serves in leadership oversight roles for organizations dedicated to long-term quality and stability of capital markets and the best interests of investors and issuers.

Alan is a member of the Board of Directors and the Audit and Risk Committees of The Travelers Companies, Inc., a Dow Jones company.

He is also a:

—Trustee of the IFRS Foundation, which is responsible for governance and oversight of the International Accounting Standards Board and International Financial Reporting Standards, the global system of accounting standards used in more than 130 countries.

—Member of the Sustainability Accounting Standards Board, which is developing industry-specific sustainability accounting standards that enable public companies to communicate financial material and decision-useful information to investors.

Alan was the Director of the Division of Corporation Finance of the U.S. Securities and Exchange Commission and a Senior Counselor to the Commission from January 2002 until February 2006. During his four-year tenure, he led the Division in producing the most far- reaching corporate governance, financial disclosure and securities offering reforms in SEC history. Among his accomplishments were the implementation of the corporate provisions of the Sarbanes-Oxley Act of 2002, the adoption of the first general corporate governance standards for listed companies and the successful completion of comprehensive securities offering reforms.

During his more than 30 years of experience in private practice with Cleary Gottlieb, Alan has represented market-leading US and non-US companies, independent directors and audit committees in complex transactions, including privatizations, demutualizations and other initial public offerings, and corporate governance, securities, corporate, and accounting and auditing matters. He has lectured and written extensively on these and other topics.


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

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

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

She is a CFA charter holder.


Annette Nazareth is head of Davis Polk’s Washington DC office and leads the Trading and Markets practice within the firm’s Financial Institutions Group. She regularly advises clients on a broad range of financial regulatory, legislative, governance and enforcement matters relating to securities, derivatives and futures.  She also advises financial institutions and corporations on regulatory considerations for digital asset and blockchain businesses as well as on cybersecurity issues. 

Annette has been a key player in financial services regulation for much of her career.  She was a Commissioner of the U.S. Securities and Exchange Commission and Director of the Commission’s Division of Trading and Markets.  During her tenure at the Commission, Annette worked on numerous groundbreaking initiatives, including execution quality disclosure rules, implementation of equities decimal pricing, short sale reforms and modernization of the national market system rules. Annette also served as the Commission’s representative on the Financial Stability Forum from 1999 to 2008.

Recognition 
 
Ms. Nazareth is recognized as a leading lawyer in various industry publications:

•             Chambers USA:
•             Securities: Regulation: Advisory, Band 1, 2017
•             Financial Services Regulation: Broker Dealer (Compliance), Band 1, 2017
•             Financial Services Regulation: Broker Dealer (Enforcement), Band 1, 2017
•             IFLR1000 – Leading Lawyer, 2017
•             BTI Client Service All-Star, 2013
 
Ms. Nazareth received the SIFMA Compliance & Legal Society 2019 Alfred J. Rauschman Award, in recognition of her significant contributions to the compliance and legal communities and her dedication to the securities industry. She received a Lifetime Achievement Award from Traders magazine's inaugural "Wall Street Women of Excellence" awards in 2011 and the Women in Finance Lifetime Achievement Award from Markets Media in 2016.

Ms. Nazareth is a graduate of Brown University and Columbia University School of Law.  

 


Faiza J. Saeed is Cravath’s Presiding Partner.  She advises public companies, boards of directors and special committees in connection with M&A, corporate governance and crisis management, including consensual and hostile transactions, leveraged buyouts, strategic investments, takeover defense, proxy contests and hedge fund activism. 

Ms. Saeed was designated a Young Global Leader by the World Economic Forum (Davos) in 2006.  In 2007, The New York Times named her one of “Wall Street’s 100 Masters of the New Universe”.  She has been recognized as a “Dealmaker of the Year” three times by The American Lawyer magazine, in 2000, 2005 and 2011, and also named to its list of “45 Under 45” in 2003.  She is a recipient of the Outstanding Contribution to the Legal Profession Award from Chambers and Partners (2010).  In 2017, Crain’s New York Business named her one of the “50 Most Powerful Women in New York” and The Hollywood Reporter named her one of the “Top 100 Power Lawyers” in Hollywood.

Ms. Saeed has extensive deal experience across many industry sectors.  Notable recent matters include advising:

Time Warner in numerous matters, including its pending $109 billion acquisition by AT&T, its investment in Hulu, the unsolicited proposal from 21st Century Fox (which was withdrawn), its defense against Carl Icahn, its divestiture of Time Warner Telecom and its merger with AOL; Precision Castparts in its $37 billion acquisition by Berkshire Hathaway; The Strategic Review Committee of the Yahoo board in the $4.8 billion acquisition of Yahoo’s operating business by Verizon; InterMune in its $8.9 billion acquisition by Roche; and DreamWorks Animation in its $4.1 billion acquisition by Comcast, its acquisition of Classic Media, the formation of Oriental DreamWorks with China Media Capital and Shanghai Media, and its spin-off IPO from DreamWorks.

Ms. Saeed received a B.A. in Economics and Molecular Biology with Highest Distinction from the University of California at Berkeley in 1987 and a J.D. magna cum laude from Harvard Law School in 1991.  She joined Cravath in 1991 and was elected a partner in 1998.


Lorin L. Reisner is a litigation partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP in New York where his practice emphasizes white collar criminal matters, government investigations and complex business litigation. He has almost three decades of experience in senior government and private sector positions.

From January 2012 through June 2014, Mr. Reisner served as Chief of the Criminal Division of the U.S. Attorney's Office for the Southern District of New York, where he supervised the investigation and prosecution of federal crimes by a team of more than 160 Assistant U.S. Attorneys. The areas under his supervision included securities and commodities fraud, complex fraud and cybercrime, public corruption, terrorism and violent crime.

From 2009 until his appointment as Chief of the Criminal Division, Mr. Reisner served as the Deputy Director of the Enforcement Division of the U.S. Securities and Exchange Commission in Washington, DC. In that position, he helped set enforcement priorities, supervised the work of more than 900 investigative professionals nationwide and oversaw the trial and related litigation activity of the Enforcement Division. While at the SEC, Mr. Reisner helped oversee and implement the most significant reorganization of the Enforcement Division in more than thirty years and helped lead the Commission’s most significant enforcement matters. From 1996 through 2009, Mr. Reisner was a litigation partner at an international law firm based in New York.

Mr. Reisner served as an Assistant U.S. Attorney in the Southern District of New York from 1990-1994. He served as a law clerk to the Honorable Milton Pollack of the Southern District of New York from 1986-1987, received his undergraduate degree from Brandeis University in 1983 and his J.D. from Harvard Law School in 1986.


Mark J. Gentile is a member of the Wilmington, Delaware firm of Richards, Layton & Finger, P.A. Richards Layton is Delaware’s largest law firm and is best known for its expertise in corporate law. Mr. Gentile’s practice focuses on the General Corporation Law of the State of Delaware, advising corporations, officers, directors, board committees, and stockholders in connection with mergers and acquisitions, divestitures, recapitalizations, strategic planning, major equity investments, and corporate governance issues. Mr. Gentile currently represents directors of companies listed on NYSE and NASDAQ in connection with these matters.

Mr. Gentile is an appointed member of the American Bar Association’s Committee on Corporate Laws, where he most recently co-chaired the ABA’s Task Force on The Corporate Director’s Guidebook. He is a contributing author to The Delaware Law of Corporations and Business Organizations, has authored numerous articles on various aspects of corporate law, and is a frequent lecturer regarding corporate law and business combinations at securities and corporate law symposiums.

Chambers USA - America’s Leading Lawyers for Business has recognized Mr. Gentile for excellence in corporate law. He has also been listed in the Lawdragon 500 Leading Lawyers in America, the Lawdragon 500 Top Dealmakers in America, The International Who’s Who of Business Lawyers, The Best Lawyers in America, and Delaware Super Lawyers.

Mr. Gentile received his JD, cum laude, from Boston University School of Law, where he was managing editor of the Law Review.


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

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

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

Education

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

Honors & Awards

  • Recognized for her exceptional securities practice in the 2006-2009 and 2014-2018 editions of Chambers USA: America's Leading Lawyers for Business
  • Selected by peers for inclusion in the 2005-2019 editions of Best Lawyers in America for securities and capital markets law. Named by Best Lawyers as Washington DC Securities/Capital Markets "Lawyer of the Year" in 2017. 
  • Recipient of the 2014 Linda Quinn Lifetime Achievement Award by TheCorporateCounsel.net
  • Named to the NACD Directorship 100, A Who's Who of the American Corporate Governance Community, in 2010
  • Recognized as a Dealmaker of the Year by The American Lawyer in 2003


Professor Hamermesh is a graduate of Haverford College (1973) and Yale Law School (1976). He practiced law with Morris, Nichols, Arsht & Tunnell, in Wilmington, Delaware from 1976 to 1994.

Prof. Hamermesh is a member and former chair of the Council of the Corporation Law Section of the Delaware State Bar Association (responsible for the annual review and modernization of the Delaware General Corporation Law). From January 2010 to June 2011, he served as senior special counsel in the Office of Chief Counsel of the Division of Corporation Finance of the U.S. Securities and Exchange Commission in Washington, D.C. (advising the Staff of the Commission on matters of state corporate law).

Prof. Hamermesh is the Reporter for the Corporate Laws Committee of the American Bar Association Business Law Section (responsible for the drafting and revision of the Model Business Corporation Act), and from 2001 to 2007 was an elected member of the Committee.  In 2002 and 2003 he also served as Reporter for the American Bar Association’s Task Force on Corporate Responsibility.

Recent publications include: Finding the Right Balance in Appraisal Litigation: Deal Price, Deal Process, and Synergies, 73 Bus. Law. 961 (Fall 2018) (with Michael Wachter); The Importance of Being Dismissive: The Efficiency Role of Pleading Stage Evaluation of Shareholder Litigation, 42 J. Corp. L. 597 (2017) (with Michael Wachter); A Most Adequate Response to Excessive Shareholder Litigation, 45 Hofstra L. Rev. 147 (2016); Director Nominations, 39 Del. J. Corp. L. 117 (2014); and Loyalty’s Core Demand: The Defining Role of Good Faith in Corporation Law, 98 Geo. L. J. 629 (2010) (with Leo E. Strine, Jr., R. Franklin Balotti, and Jeffrey M. Gorris).


Richard H. Walker is a member of King & Spalding, specializing in crisis management, cross-border government investigations and complex financial litigation, litigation assessment, corporate governance and compliance issues.

Mr. Walker retired from Deutsche Bank in 2016 after over 14 years, during which time he served in the roles of Vice Chairman, General Counsel and a member of the Group Executive Committee at different times.

Prior to joining Deutsche Bank, Mr. Walker served as the Director of the Division of Enforcement of the United States Securities and Exchange Commission from April 1998 to September 2001. For over two years prior to his appointment to that position, Mr. Walker served as the Commission’s General Counsel. He is the only person in the agency’s history to have served in both of these senior roles. Prior to his appointment as General Counsel, Mr. Walker was the Regional Director of the Commission’s Northeast Regional Office from 1991 through 1995.

Mr. Walker was awarded the Presidential Rank Distinguished Service Award in 1997 -- the highest federal award for government service. He also received the Commission’s Distinguished Service Award in 2000 and the Chairman’s Award for Excellence under both Chairman Levitt in 2000 and Chairman Breeden in 1992. In 1997, he was awarded the Commission’s Law and Policy Award in recognition of his participation in the government’s victory in U.S. v. O’Hagan, in which the United States Supreme Court upheld the misappropriation theory of insider trading.

Prior to joining the Commission, Mr. Walker spent 15 years in the New York office of Cadwalader, Wickersham & Taft, where he was a litigation partner specializing in corporate, securities, and commercial litigation. From 1975 to 1976, Mr. Walker served as law clerk to the Honorable Collins J. Seitz, former Chief Judge of the United States Court of Appeals for the Third Circuit. Mr. Walker is a 1972 Phi Beta Kappa graduate of Trinity College. In 1975, he was awarded his J.D. degree, cum laude, by Temple Law School, where he served as Editor-in-Chief of the Temple Law Quarterly.

Mr. Walker is a Trustee Emeritus of The American Folk Art Museum, former Co-Chair of The American Friends of Bucerius and a member of the Board of Directors of Pro Bono Partnership. He previously was a member of the Board of Directors of MBIA, Inc. (2006-2008) and served on the NYSE Legal Advisory Committee (2001-2005). He is also a member of Temple University Beasley School of Law Board of Visitors and served as a member of Trinity College Board of Fellows.

Mr. Walker is a frequent lecturer on banking, securities and corporate governance topics and has been an adjunct professor at the University of Pennsylvania Law School where he co-taught a course in crisis management in the 2017 and 2018 Fall semesters.


Rob Khuzami currently serves as Deputy United States Attorney in the United States Attorney’s Office for the Southern District of New York.

From July 2013 until January 2018, Rob was a partner in the Government & Internal Investigations Practice Group at Kirkland & Ellis LLP.

Rob served for four years (2009-13) as Director of Enforcement for the United States Securities and Exchange Commission.  

From 2002 to 2009, Rob worked at Deutsche Bank AG in New York, serving first as Global Head of Litigation and Regulatory Investigations (2002-04) and then as General Counsel for the Americas (2004-09).

From 1990 to 2002, Rob served as an Assistant U.S. Attorney in the United States Attorney’s Office for the Southern District of New York, where he tried ten criminal trials to verdict.  For three years (1999-2002), Rob served as Chief of that Office’s Securities and Commodities Fraud Task Force.  Rob was also a member of the prosecution team in United States v. Abdel Rahman, et al., the then-largest terrorism trial in U.S. history that resulted in the conviction of Omar Ahmed Ali Abdel Rahman, and nine co-defendants for operating an international terrorist organization responsible for, among other things, the 1993 bombing of the World Trade Center, the 1990 murder of Rabbi Meir Kahane, and the July 1993 plot to bomb the United Nations, the Lincoln and Holland Tunnels, and the FBI Headquarters.

From 1984 to 1990, Rob was an associate at Cadwalader, Wickersham & Taft in New York.

From 1983 to 1984, Rob was a law clerk to the Hon. John R. Gibson of the United States Court of Appeals for the Eighth Circuit.

Rob is a 1983 graduate of Boston University School of Law, where he served as Editor-in-Chief of the American Journal of Law and Medicine, and a 1979 magna cum laude graduate of the University of Rochester, with a B.A. in political science and philosophy.

 


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.


Simon M. Lorne has served in a wide variety of public sector, academic and private sector positions during the course of his career.  In the public sector, he was General Counsel of the United States Securities and Exchange Commission from 1993 to 1996.  In the academic sphere, he served as the co-director of Stanford Law School’s Directors’ College from 1999 to 2016, and is an adjunct professor at the New York University Law School and the NYU Stern School of Business.  He has previously held positions on the faculties at the University of Pennsylvania Law School and the University of Southern California Law School.

In the private sector, Mr. Lorne is currently the Vice Chairman and Chief Legal Officer of Millennium Management LLC, an alternative asset manager responsible for approximately $40 billion (as of June 2019) in assets under management, with offices throughout the world.  He has held that position since 2004.  Prior to joining Millennium he was a partner in the Los Angeles-based law firm of Munger, Tolles & Olson LLP (from 1972 to 1993 and again from 1999 to 2004); the global head of internal audit at Salomon Brothers (now a unit of Citigroup) (from 1996 to 1998); and the global head of Compliance at Citigroup (1998-1999).  He also serves on the Board of Directors and chairs the audit committee of Teledyne Technologies, Inc. and as Chairman of the Alternative Investment Management Association, and is on the Board of a number of nonprofit organizations.  In 2015, he was selected as one of the 100 most influential corporate directors by the US National Association of Corporate Directors.

Mr. Lorne has authored two books (“Acquisitions and Mergers: Negotiated and Contested Transactions,” and “A Director’s Handbook of Cases”), three practitioner-oriented monographs and a number of articles in law reviews, magazines and other publications.  He is a frequent speaker at academic and industry symposia dealing with issues in the areas of securities regulation, securities law more broadly, and internal controls.

Mr. Lorne is a graduate of Occidental College, with an A.B. (cum laude, Phi Beta Kappa), and the University of Michigan Law School (J.D., magna cum laude).


THOMAS J. KIM advises public companies, their boards of directors and underwriters on a broad range of SEC disclosure and regulatory matters, capital market and tender offer transactions and corporate governance and compliance issues and practices.  He also advises audit firms on independence and financial reporting issues.  He handles matters for companies with the U.S. Securities and Exchange Commission, including obtaining no-action relief, interpretive guidance and waivers, as well as handling disclosure and financial statement reviews by the Division of Corporation Finance and SEC Enforcement investigations involving disclosure, registration or auditor independence issues. 

Prior to joining Sidley in 2013, Tom served for six years as the Chief Counsel and Associate Director of the Division of Corporation Finance at the SEC.  As Chief Counsel, Tom was responsible for the Division’s no-action, interpretive and exemptive positions, and under his leadership, the Chief Counsel’s Office revised and updated all of the Division’s telephone interpretations as Compliance and Disclosure Interpretations and issued several significant Staff Legal Bulletins related to shareholder proposals, legality and tax opinions and suspending reporting obligations.  Tom also led a number of notable SEC rulemakings and policy initiatives, including implementing the JOBS Act’s requirement to eliminate the prohibition on general solicitation in Securities Act Rules 506 and 144A offerings, the concept release on the U.S. proxy system, and the interpretive release on the use of company websites.

Tom also oversaw the Division’s Office of Enforcement Liaison, which refers matters to the Division of Enforcement and advises on offering and disclosure-related issues in enforcement cases.

Prior to joining the SEC in 2006, Tom served as Corporate and Securities Counsel for the General Electric Company in Fairfield, CT.

Tom currently chairs the ABA’s Securities Law Opinions Subcommittee of the Federal Regulation of Securities Committee.  As a past member of the ABA’s Committee on Corporate Laws, Tom edited several editions of the ABA’s Corporate Director’s Guidebook.  He is a co-chair of Sidley’s Washington D.C. Diversity Committee. 

Tom serves as Vice Chair of the Northwestern Pritzker Law School’s Annual Securities Regulation Institute.


William R. Baker, III is a partner in the Washington office of Latham & Watkins.  For almost three decades, first as a senior officer at the SEC, and then at Latham, Mr. Baker has worked on some of the most significant securities regulatory and corporate governance matters. Today, he represents financial institutions, corporations, auditing and other professional firms in SEC and other regulatory enforcement proceedings.  In addition, Mr. Baker conducts internal investigations on behalf of management and boards of directors. He regularly counsels clients on SEC reporting, disclosure, compliance and corporate governance requirements.

Prior to joining Latham, he served as Associate Director of the SEC’s Division of Enforcement where he was responsible for supervising all types of SEC enforcement activities, including investigations involving issuer accounting fraud and other disclosure violations, insider trading, market manipulation and broker-dealer and investment adviser misconduct. Mr. Baker led numerous high-profile investigations that resulted in several landmark enforcement actions, including the SEC's action against WorldCom Inc., involving one of the largest financial frauds in history. While at the Commission, he was a recipient of the SEC's Stanley Sporkin Award, awarded by the Chairman of the SEC in recognition of outstanding contributions to the Enforcement program, and of the Commission's Law and Policy Award.

Mr. Baker is consistently recognized as a leading securities lawyer by Chambers USA and The Legal 500 US and is listed as one of the Best Lawyers in Washington by Washingtonian magazine. In 2017, he was named to BTI Consulting Group’s “Client Service All-Star List,” which recognizes national leaders in superior client service identified directly by corporate counsel and executives. He is the co-author of "Corporate Internal Investigations after Sarbanes-Oxley" published in Volume II of The Practitioner's Guide to the Sarbanes-Oxley Act (American Bar Association 2005) and is a contributor to Securities Law Techniques (Matthew Bender). He was named to the Securities Docket 2017 "Enforcement 40" list, which lists the forty leading securities enforcement defense attorneys.

Mr. Baker is a Trustee of the SEC Historical Society.  Previously, he was an adjunct professor at George Washington University Law School, where he taught Securities Regulation. He is a frequent author, speaker and panelist on securities law issues at programs organized by a wide variety of groups, including the American Bar Association, the District of Columbia Bar Association, the Association of the Bar of the City of New York, SIFMA, the Justice Department's National Advocacy Center, the Practicing Law Institute, Georgetown University Law Center and Stanford Law School. 


Gordon Seymour is the PCAOB General Counsel.  He was named to this post in February 2007. For the first five years of his tenure as General Counsel, he served concurrently as the PCAOB Secretary. From November 2003 through February 2007, Mr. Seymour was the Deputy General Counsel.  He joined the PCAOB in February 2003 as Acting General Counsel, and served in that capacity as the Board commenced operations and development of its operating rules.

Prior to joining the PCAOB, Mr. Seymour held several positions including Senior Counselor to the General Counsel and Assistant General Counsel for Legislation at the Securities and Exchange Commission. Before joining the SEC, Mr. Seymour practiced at the law firm of Williams & Connolly LLP. Mr. Seymour also served as law clerk to the Honorable Ralph K. Winter, Judge of the U.S. Court of Appeals for the Second Circuit.

Mr. Seymour earned a B.A., magna cum laude, from Yale College and received a J.D., with High Honors, from the University of Chicago, where he was Topics & Comments Editor of the Law Review.


James L. Kroeker was appointed a member and vice chairman of the Financial Accounting Standards Board (FASB) on September 1, 2013. In the latter role, he assists the FASB chairman in representing the Board to external stakeholders and in conducting its internal operations, in addition to serving as a voting member of the Board.

Mr. Kroeker joins the FASB from Deloitte, where he served as the Deputy Managing Partner for Professional Practice. Prior to joining Deloitte in January 2013, he served as the Chief Accountant of the Securities and Exchange Commission from January 2009 until his departure in 2012. In this capacity, Jim served as the senior accounting professional for the Commission and the principal advisor to the Commission on all accounting and auditing matters. In his capacity at the SEC, he was responsible for resolution of a wide range of globally significant accounting and auditing issues.

Since joining the Commission in February 2007, Jim played a key role in efforts to improve the transparency and reduce the complexity of financial disclosure. He served as staff director of the SEC's Congressionally-mandated study of fair value accounting standards, and he has led the efforts of the Office of the Chief Accountant to address the economic crisis, including steps to improve off-balance sheet accounting guidelines. Jim also served as the Designated Federal Officer responsible for the staff oversight of the SEC's Advisory Committee on Improvements to Financial Reporting. He also was responsible for the day-to-day operations of the office, including resolution of accounting and auditing practice issues, rulemaking, and oversight of the FASB and PCAOB.

Prior to joining the SEC, Jim was a partner at Deloitte in the firm's Professional Practice Network and was responsible for providing consultation and support regarding the implementation, application, communication and development of accounting standards, including disclosure and reporting matters. Jim was Deloitte & Touche's representative on the AICPA Accounting Standards Executive Committee (AcSEC). He also served as a Practice Fellow at the Financial Accounting Standards Board.

Jim received a Bachelor of Science degree with an emphasis in accounting from the University of Nebraska in May 1992.


Ms. Beamon, a partner in Davis Polk’s Litigation Department and a former federal prosecutor, has successfully represented individuals and institutions in their most critical situations.

Her matters have included grand jury, regulatory and independent investigations, representing companies, board of directors and individuals in connection with allegations of sexual misconduct, securities fraud, criminal tax violations, foreign corrupt practices, anti-money laundering and pharmaceutical marketing violations, among other areas. Her complex civil matters have involved allegations under the False Claims Act, consumer protection and whistleblower provisions, and other state and federal statutes.

Ms. Beamon also has participated in a number of confidential internal investigations on behalf of clients and has advised corporations and boards of directors on matters of corporate governance and compliance. In addition, the FBI requested that she train its agents on insider trading.

Ms. Beamon served as an Assistant U.S. Attorney for the U.S. Attorney’s Office, Southern District of New York, where she conducted numerous investigations and criminal trials.

Because of the nature of Ms. Beamon's assignments, many of her most successful matters have not resulted in public charges and remain confidential.

Ms. Beamon received her J.D., summa cum laude, from University of Pittsburgh School of Law and her B.A., with honors, from University of Notre Dame.


Since May of 2011, Stephanie Abramson has served as Dean of Graduate Professional and Executive Education Programs for NYU Shanghai. Beginning in January of 2010, she has taught the Business Law Transactions Clinic as an adjunct professor at the NYU School of Law. She is a director of National Financial Partners Corp. (NYSE NFP), and, from July 2005 to July 2008 when it was acquired by Google, she was an Executive Vice President, General Counsel and Secretary of DoubleClick Inc. and its Chief Privacy Officer.
 
Prior to joining DoubleClick, Stephanie had a long tenure as the General Counsel of Young & Rubicam Inc., an independent marketing communications holding company, until it was acquired by WPP in 2000. She also served as the Chief Legal Officer and Chief Corporate Development Officer and Corporate Secretary of Heidrick & Struggles International, Inc., a publicly traded executive search firm. Before joining Young & Rubicam, she was a senior partner in the law firm of Morgan, Lewis & Bockius in New York, and an associate at the law firm of Cleary, Gottlieb, Steen & Hamilton.

Stephanie graduated with honors from Harvard University in 1966 and with high honors from New York University School of Law in 1969 where she was an editor of the Law Review and the recipient of several honors for academic achievement.


George S. Canellos is a partner in the law firm of Milbank Tweed Hadley & McCloy LLP and heads its litigation department.  In 2014, Mr. Canellos rejoined Milbank, where he had been a litigation partner from 2003 to 2009.  Until January 2014, Mr. Canellos served as Co-Director of the Securities and Exchange Commission’s Division of Enforcement.  He earlier served as the Division’s Acting Director and Deputy Director.  In these positions, Mr. Canellos was responsible for supervising the SEC’s nationwide enforcement efforts.  From July 2009 until May 2012, Mr. Canellos was Director of the SEC's New York Regional Office, which has responsibility for oversight of many of the leading broker-dealers, investment advisers, and other SEC-registered financial institutions. Mr. Canellos began his career as an associate at Wachtell, Lipton, Rosen & Katz. In 1994, he became an Assistant United States Attorney in the Southern District of New York.  During almost nine years at the U.S. Attorney's Office, Mr. Canellos held a number of positions, including Chief of the Major Crimes Unit, Senior Trial Counsel of the Securities and Commodities Fraud Unit, and Deputy Chief Appellate Attorney. Mr. Canellos is a graduate of Harvard College and Columbia University School of Law.


Harvey Pitt is CEO of global business consulting firm Kalorama Partners, and its law firm affiliate, Kalorama Legal Services. From 2001-03, Mr. Pitt was 26th SEC Chairman. Mr. Pitt served previously at the SEC (1968-78), including three years as General Counsel.

Mr. Pitt was a senior corporate partner at Fried, Frank LLP (1978-2001). He received his J.D. from St. John's University Law School (1968), and his B.A. from Brooklyn College (1965). He received an honorary St. John's LL.D. (2002).

Mr. Pitt serves on the PCAOB Advisory Council; is an independent director of Paulson & Co.’s international hedge funds and a member of their Audit Committees; is a member of both Millennium Capital’s and Balyasny Asset Management’s Advisory Councils. In 2017 he was appointed to the Advisory board of JBS USA Holdings, Inc.