Skip to main content

Directors' Institute on Corporate Governance 2013 (Eleventh Annual)


Speaker(s): Alan L. Beller, Andrew J. Ceresney, Anne Simpson, Barbara Eisenberg, Douglas K. Chia, Faye Wattleton, Henry O. Gosebruch, Holly J. Gregory, Ira M. Millstein, James S. Scully, Jeffrey D. Karpf, Jennifer A. Zepralka, John W. White, Kristen B. Sullivan, Lynn Stout, Margaret M. Foran, Martin Klotz, Matthew Lepore, Meredith B. Cross, Michael J. Aiello, Michael R. Young, Ralph V. Whitworth, Robert S Khuzami, Stephen L. Brown, Stephen P. Lamb
Recorded on: Sep. 11, 2013
PLI Program #: 42384

Douglas K. Chia is President of Soundboard Governance LLC and Fellow at the Rutgers Center for Corporate Law and Governance.  Until June 2019, Mr. Chia was Executive Director of The Conference Board ESG Center.  He continues to contribute to The Conference Board as a Senior Fellow. 

Before joining The Conference Board in 2016, Mr. Chia served as Assistant General Counsel and Corporate Secretary of Johnson & Johnson.  Previously, he served as Assistant General Counsel, Corporate of Tyco International and practiced law at the global firms Simpson Thacher & Bartlett and Clifford Chance, both in New York and Hong Kong. 

Mr. Chia has held a number of central leadership positions in the corporate governance field, including Chair of the Board of the Society for Corporate Governance, President of the Stockholder Relations Society of New York, and member of the New York Stock Exchange Corporate Governance Commission.  He is currently a member of the Corporate Laws Committee of the American Bar Association and the National Asian Pacific American Bar Association.  Mr. Chia has received numerous awards and recognitions in corporate governance and has frequently appeared in the news media, including CNN, NPR Marketplace, The Wall Street Journal, The Financial Times and The New Yorker

Mr. Chia received an A.B. degree from Dartmouth College and a J.D. degree from the Georgetown University Law Center.  He currently lives in Princeton, New Jersey with his wife and their four children.  Mr. Chia is a Trustee of the Historical Society of Princeton and the McCarter Theatre Center. 



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.


Andrew J. Ceresney is a partner in the New York office of Debevoise and Co-Chair of the Litigation Department.  Mr. Ceresney represents public companies, financial institutions, asset management firms, accounting firms, boards of directors, and individuals in federal and state government investigations and contested litigation in federal and state courts.

Prior to rejoining Debevoise in 2017, Mr. Ceresney served for nearly four years as the Director of Enforcement at the SEC under Chair Mary Jo White. In that role, he oversaw approximately 1,400 SEC personnel, supervising law enforcement efforts in 12 offices throughout the country, including matters related to financial reporting and accounting, asset management, insider trading, market structure, and the Foreign Corrupt Practices Act (FCPA). Mr. Ceresney also served as a Deputy Chief Appellate Attorney in the U.S. Attorney’s Office for the Southern District of New York and handled numerous white collar criminal investigations, trials and appeals, including matters relating to securities fraud, mail fraud, money laundering, public corruption and obstruction of justice.


Anne Simpson is the Senior Portfolio Manager, Investments and Director of Global Governance at CalPERS. It is the largest public pension system in the United States with approximately $265 billion in global assets. The governance program includes CalPERS Focus List of shareholder engagement with companies, global proxy voting, legal and regulatory reform agenda and CalPERS actively managed corporate governance investment strategy. She is leading CalPERS sustainability project to integrate environmental, social, and governance (ESG) across the total fund.

Anne is an advisory board member at the Ira Millstein Center for Global Markets and Corporate Ownership, Columbia Law School. She is a Director of the Council of Institutional Investors and is a member of the Investor Advisory Group of the Public Company Accounting Oversight Board. Anne sits on the Editorial Advisory Board for the journal "Corporate Governance: An International Review" published by Blackwells. She is also the co-author of "Fair Shares: The Future of Shareholder Power and Responsibility", published by Oxford University Press. Her former roles include: Executive Director of the International Corporate Governance Network, head of the World Bank-OECD Global Corporate Governance Forum and Joint Managing Director of Pensions and Investment Research Consultants, Ltd.


Barbara Eisenberg has been a senior executive and General Counsel at international, publicly traded companies in a variety of industries, including retail, textiles and chemicals. 

Her most recent position was Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer of ANN Inc. (AnnTaylor), and a member of the company's Corporate Executive Committee until her retirement in 2012. Her areas of expertise include international business and trade, corporate governance, intellectual property branding and privacy. In addition to her responsibilities as chief legal officer, Ms. Eisenberg was also responsible for leading both ANN's worldwide social compliance program and its green initiatives and sustainability program.

Ms. Eisenberg is a member of the Board of Directors of Maidenform Brands, Inc. She is Chair of its Nominating and Governance Committee and a member of the Audit Committee.

Ms. Eisenberg has served in numerous capacities at Columbia Law School, including President of the Columbia Law School Association, a member of the Board of Visitors and a member of the Board of Directors. She was also Chair of the General Counsels Forum of the National Retail Federation.

Ms. Eisenberg graduated cum laude from Columbia Law School and from Barnard College, with distinction. She also attended a management leadership program at Kenan-Flager Business School at the University of North Carolina.


Faye Wattleton is a Managing Director, Corporate Suite of Alvarez & Marsal in New York. Ms. Wattleton's distinguished career spans more than three decades, during which she has amassed an extraordinary track record for leadership, both as a CEO of national not-for-profit organizations and serving on the boards of public and private corporations, academic institutions and high-impact philanthropic organizations. Perhaps best known for her executive leadership and advocacy of improving the status and healthcare of women, she brings dynamic and demonstrable experience as an executive, board member and consultant in the health sector and public policy arenas. She has served as a director for a range of public companies, including as chair of audit and corporate governance committees.

With more than three decades of corporate governance experience serving public and private corporations, Ms. Wattleton is an active member of the board of trustees of Columbia University, the board of governors of the Pardee Rand Graduate School and serves on the board of directors of Jazz at Lincoln Center. Previously, she served on the boards of directors of public companies including Ehrlich-Bober Financial Services (1986-1988), Leslie Fay 1993-1998), Estée Lauder Companies (1995-2003), WellChoice, Inc. (1993-2005), Quidel Corporation (1994-2006) and Savient Pharmaceuticals (1997-2007).

Prior to joining A&M, Ms. Wattleton served as Co-Founder and President of the Center for the Advancement of Women, an independent, nonpartisan think tank, conducting women-focused national research for public education and policy advocacy. During her leadership, CFAW received national and international acclaim for its groundbreaking research on women's opinions, experiences, roles and status in society.

From 1978 to 1992, Ms. Wattleton was President and CEO of the nation's oldest and largest voluntary reproductive health provider, Planned Parenthood Federation of America (PPFA). She was the youngest, first woman and first African American-and longest tenured professional-to hold this position. At the time of her departure, a restructured Planned Parenthood had grown to become the nation's seventh largest nonprofit organization, with an aggregate budget of $500 million, providing medical and educational services to four million Americans each year, through 170 affiliates operating in 49 states and the District of Columbia. Under its international arm, known as Family Planning International Assistance, PPFA provided technical assistance and commodities to organizations in dozens of developing countries.

Lauded as a public spokesperson and for her managerial skills and revolutionary public policy advancement by BusinessWeek and Money, Ms. Wattleton has received countless honors and awards. She is the 2004 recipient of the prestigious Fries Prize for service to improving public health and was inducted into the National Women's Hall of Fame in 1993.

Ms. Wattleton earned a bachelor's degree in nursing from Ohio State University and a master's degree from Columbia University. She holds fourteen honorary degrees.


Henry Gosebruch is Executive Vice President and Chief Strategy Officer at AbbVie, a global pharmaceutical company employing approximately 28,000 people and marketing medicines in more than 170 countries. As a member of AbbVie’s Executive Leadership Team, he is responsible for Corporate Strategic Planning, Licensing and Acquisitions, Alliance Management, Venture Capital Investments, and Early Stage Collaborations. Henry’s focus is to continue the advancement of AbbVie’s corporate strategy and to identify external opportunities to complement AbbVie’s internal innovation with partnered innovation in order to bring a consistent stream of innovative new medicines to patients worldwide.

Henry joined AbbVie in 2015. Prior to his AbbVie appointment, Henry was Co-Head of J.P. Morgan’s North American Mergers & Acquisitions Group based in New York. He was a member of J.P. Morgan’s M&A group for more than 20 years where he worked on announced M&A transactions in excess of $375 billion in total value involving companies in more than 20 countries. Henry is a frequent speaker on M&A panels and has been quoted by or appeared in articles by Bloomberg, CFO Magazine, the Financial Times, the New York Times and the Wall Street Journal. He has also been a faculty member of the Pli (Practising Law Institute) regarding M&A since 2010. In October 2007 he was selected by the New York Times for its Face Book of Wall Street's Future listing 100 bankers, lawyers and investors.

Henry graduated from the Wharton School at the University of Pennsylvania in 1995. He is a member of the advisory board for the Life Sciences & Management Program at the University of Pennsylvania.


HOLLY J. GREGORY, co-chair of Sidley Austin’s Global Corporate Governance & Executive Compensation Practice, counsels clients on the full range of governance issues, including fiduciary duties, risk oversight, conflicts of interest, board and committee structure, board leadership structures, special committee investigations, board audits and self-evaluation processes, shareholder activism and initiatives, proxy contests, relationships with shareholders and proxy advisory firms, compliance with legislative, regulatory and listing rule requirements, and governance “best practice.”

Ms. Gregory played a key role in drafting the OECD Principles of Corporate Governance and has advised the Internal Market Directorate of the European Commission on corporate governance regulation, and the joint OECD/World Bank Global Corporate Governance Forum on governance policy for developing and emerging markets. She also drafted the National Association of Corporate Directors (NACD) Key Agreed Principles of Corporate Governance.

In addition to her legal practice and policy efforts, she has lectured extensively on governance topics, including at events in Europe and Asia sponsored by the U.S. State Department, International Corporate Governance Network (ICGN), The Conference Board, the NACD, Association of Corporate Counsel, Society of Corporate Secretaries & Governance Professionals, and Institutional Shareholder Services (ISS). The author of numerous articles on governance topics, she writes the governance column for Practical Law: The Journal.

Ms. Gregory began a three year term as Chair of the American Bar Association (ABA) Business Law Section’s Corporate Governance Committee in September 2014.  She is founding co-chair of that Committee’s Subcommittee on International Corporate Governance Developments and serves as co-chair of the ABA Delaware Business Law Forum. She recently completed a six-year term on the ABA Corporate Laws Committee, where she co-chaired the task force that issued the 6th edition of the ABA Corporate Directors Guidebook (April 2011).  She also chaired the ABA task force that delivered the Report on the Delineation of Governance Roles & Responsibilities to Congress and the SEC in August 2009.  Ms. Gregory is a Founding Trustee and Fellow of The American College of Governance Counsel.  She has served as an Adjunct Professor at Columbia Business School and as a member of multiple NACD Blue Ribbon Commissions. 

Ms. Gregory clerked for the Honorable Roger J. Miner, United States Court of Appeals for the Second Circuit. A summa cum laud graduate of New York Law School and Executive Editor of its Law Review, Ms. Gregory served on the Board of Trustees of New York Law School from 2009 through 2011.

Ms. Gregory is widely recognized for her work, including as: among the “100 Most Influential Players in Corporate Governance” (the NACD/Directorship 100), Directorship Magazine, 2015 and all prior years; the “Best in Corporate Governance” at Euromoney Legal Media Group’s inaugural Americas Women in Business Law Awards 2012; the leading practitioner in corporate governance law in the Guide to the World’s Leading Women in Business Law (July 2010); one of “the best and brightest minds in the legal profession” in Ethisphere’s 2015 Attorneys Who Matter; and a “Leading Practitioner in Corporate Governance” in the International Who’s Who of Corporate Governance Lawyers, 2015 and prior years.


Ira M. Millstein is a senior partner at the international law firm Weil, Gotshal & Manges LLP, where he practices in the areas of government regulation and antitrust law and counsels boards on issues of corporate governance. In addition to his active legal practice, Mr. Millstein is an adjunct professor and Chair of The Millstein Center for Global Markets and Corporate Ownership at Columbia Law School and an adjunct professor at Columbia Business School.  He was formerly the Senior Associate Dean for Corporate Governance and the Theodore Nierenberg Adjunct Professor of Corporate Governance at the Yale School of Management.

A graduate of Columbia Law School, Mr. Millstein is a Life Trustee and former Chairman of the Board of the Central Park Conservancy, Chairman Emeritus and member of the Board of Overseers of the Albert Einstein College of Medicine, Chairman Emeritus of the Board of Trustees of the American Red Cross of Greater New York and Emeritus Director for New Yorkers for Parks. He serves on the Advisory Council of Transparency International.

Among many distinguished positions and roles, Mr. Millstein has served as Chairman of the OECD Business Sector Advisory Group on Corporate Governance, where he was instrumental in the development of the OECD Principles of Corporate Governance, Co-Chair of the Blue Ribbon Committee on Improving the Effectiveness of Corporate Audit Committees (sponsored by the New York Stock Exchange and the National Association of Securities Dealers) and Chairman of the National Association of Corporate Directors (NACD) Blue Ribbon Commission on Director Professionalism.  He is an Elected Fellow of the American Academy of Arts & Sciences.

Mr. Millstein is a dedicated member of the Board of Directors of the National September 11 Memorial & Museum at the World Trade Center. Most recently, Mr. Millstein has played a key role in the reform of New York State’s numerous public authorities, serving at the request of Governors Pataki, Paterson and Cuomo, as Chairman of various task forces charged with overseeing successful implementation of the new public authorities’ laws.  He is also currently a co-Chair of Governor Cuomo’s NYS Ready Commission. 

Mr. Millstein is a frequent lecturer and author on corporate governance, antitrust, and government regulation.


James ("Jim") S. Scully was appointed Chief Operating Officer of J.Crew in April 2013. Mr. Scully's responsibilities include Finance, Information Technology, Global Supply Chain, Production/Sourcing, Legal, Global Real Estate, Planning and Construction, and Loss Prevention. Mr. Scully is also responsible for leading the international expansion for J. Crew.

Mr. Scully had been the company's Chief Administrative Officer since 2008 and was also Chief Financial Officer from 2005 to 2012. Prior to joining J.Crew, Mr. Scully spent eight years at Saks Incorporated where his last position was Executive Vice President-Human Resources and Strategic Planning. During his tenure at Saks Incorporated, Mr. Scully also held the positions of Senior Vice President-Strategic and Financial Planning, and Senior Vice President-Treasurer.
 
Before Saks Incorporated, Mr. Scully held the position of Senior Vice President-Corporate Finance at NationsBank (currently Bank of America) and started his career at Connecticut National Bank.
 
Mr. Scully served in the United States Army Reserves from 1987-1999, including participation in Operations Desert Shield/Storm. Mr. Scully received his undergraduate degree from Siena College in Loundonville, New York, is married and has four children.


Jeffrey D. Karpf is a partner in Cleary Gottlieb Steen & Hamilton’s New York office.  Jeff’s practice focuses on corporate and financial transactions and board advisory matters.

Jeff joined the firm in 1994 after graduating from Stanford Law School and became a partner in 2003.

Jeff regularly represents issuers and investment banks on initial public offerings, public and private debt, convertible, investment grade and high yield debt, equity financings, structured securities and equity derivatives – as well as liability management, including issuer tender offers, public and private exchanges offers related to corporate restructurings, acquisitions, and consent solicitations. He also has a broad corporate advisory practice and regularly advises on corporate governance matters, including board structure and practices. He has extensive experience with securities regulatory issues and the development of new financial instruments and products.

Jeff is on the 2019 Securities Regulation Institute Planning Committee and regularly writes and speaks on a variety of capital markets and securities law topics. He has been recognized as a leading lawyer by Chambers Global, Chambers USA, The Legal 500 U.S. and IFLR, as well as a Capital Markets MVP by Law360.

Clients describe him as a "great problem solver" and add: "He has great market knowledge, and is very practical, accessible and reliable." (Chambers USA)

 


Kristen B. Sullivan
Partner
Deloitte & Touche LLP

Kristen Sullivan leads Deloitte’s Sustainability Reporting, Assurance and Compliance services, working with clients to help address their sustainability disclosure needs. Kristen brings extensive experience in sustainability reporting and assurance, focused on social impact. Kristen leads Deloitte’s efforts in support of Social Impact Investing, specifically focused on Deloitte’s services in support of the Global Impact Investing Rating System (GIIRS).

Kristen also leads Deloitte’s Conflict Minerals Advisory and Assurance Services. She brings a specialized variety of insights to this regulatory reporting requirement from her previous area of focus on Regulatory & Public Policy Matters for Deloitte, recognizing the broader policy as well as the compliance implications of this issue from a corporate brand and reputation standpoint.

Kristen serves as a member of the Sustainability Accounting Standards Board (SASB) Assurance Advisory Council, the International Integrated Reporting Council (IIRC) Working Group, the Global Initiative for Sustainability Ratings (GISR) Technical Review Committee, the GRI US Focal Point Advisory Council, and serves as a member of the AICPA Conflict Minerals and Assurance Task Forces.

Kristen is a CPA and began her career with Deloitte in the Audit and Advisory services practice. She has also served in Deloitte’s National Office in several different capacities. In her role working with the deputy CEO of Deloitte LLP focusing on regulatory and public policy matters, Kristen co-authored an article published in the International Journal of Disclosure and Governance, How and why an independent audit matters.


Lynn Stout is the Distinguished Professor of Corporate and Business Law, Clarke Law Institute, at Cornell Law School. Professor Stout is an internationally recognized expert in the fields of corporate governance, securities regulation, financial derivatives, law and economics, and moral behavior. She is the author of numerous articles and books on these topics and lectures widely. Her most recent books are The Shareholder Value Myth: How Putting Shareholders First Harms Investors, Corporations and the Public (Berrett Koehler Publications, 2012; Winner, 2012 Media Consortium Award for High-Impact Publication), and Cultivating Conscience: How Good Laws Make Good People (Princeton University Press, 2011)

Professor Stout also serves as an Independent Trustee for the Eaton Vance family of mutual funds; as a member of the Board of Advisors for the Aspen Institute's Business & Society Program; as Executive Advisor to the Brookings Institution Project on Corporate Purpose; and as a Research Fellow for the Gruter Institute for Law and Behavioral Research.  She has also served as Principal Investigator for the UCLA-Sloan Foundation Research Program on Business Organizations; as a member of the Board of Directors of the American Law and Economics Association; as Chair of the American Association of Law Schools Section on Law and Economics; and as Chair of the American Association of Law Schools Section on Business Associations. Professor Stout has also taught at Harvard Law School, NYU Law School, Georgetown University Law School, UCLA Law School, and the George Washington University National Law Center, and served as a Guest Scholar at the Brookings Institution in Washington, DC. She holds a B.A. summa cum laude and a Masters in Public Affairs from Princeton University and a J.D. from the Yale Law School.




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.

 


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


Michael Aiello is Chairman of the over 600-lawyer Corporate Department of Weil, Gotshal & Manges LLP and co-head of the firm's New York Private Equity and Mergers & Acquisitions Department. He is also a member of the firm's Management Committee. Mr. Aiello regularly represents companies in connection with mergers, acquisitions and divestitures involving public companies. He also advises clients on corporate governance issues. Mr. Aiello regularly represents acquirors, targets, buyout groups, boards of directors, special committees, investment banks, investors and shareholder groups in complex domestic and international negotiated and unsolicited merger and acquisition transactions, including AIG, Willis Group Holdings, MGM Mirage, Sanofi, Abbott Labs, Sony Corporation of America, Cedar Fair, Associated British Foods plc, Ontario Teachers', The Reader's Digest, Goldman Sachs Capital Partners, Lazard Freres and Merrill Lynch / Bank of America.

Mr. Aiello has counseled clients on a broad range of corporate, securities and business-related matters, including directors' duties and responsibilities and other aspects of corporate governance, disclosure issues and compliance matters, as well as defensive measures and takeover tactics.

Mr. Aiello was named Dealmaker of the Week by The Am Law Daily for week ending June 8, 2012 in connection with his lead role advising Thomas H. Lee Partners in its $2.7 billion acquisition of a majority stake in Party City Holdings Inc. In The American Lawyer's April 2012 Dealmaker of the Year issue, Mr. Aiello was recognized with an honorable mention for leading Sanofi in its $20.1 billion takeover of Genzyme Corporation. He also was recognized as Dealmaker of the Week in February 2011 for this transaction. Mr. Aiello was the first lawyer ever to be featured as a "Rainmaker" in the July 2010 issue of Institutional Investor, citing his role in shielding clients from the potential collapse of proposed merger & acquisition deals. He was also selected as one of Crain's New York Business "40 Under 40" honorees for 2008. He was also named one of the "40 Business People Under 40 to Watch in 2009" by The Investment Dealers' Digest. In 2005, he was named one of The National Law Journal's "40 Under 40" for his work in the mergers and acquisitions area. Mr. Aiello has been recognized by Chambers USA 2005-2013 and Chambers Global 2012-2013 as a leader in the field of mergers and acquisitions. Additionally, he is recognized as a leading lawyer in M&A: Mega Deals ($5bn+) in the 2012 and 2013 editions of Legal 500 US and as a leading corporate attorney by Best Lawyers in America in 2013.

Mr. Aiello has authored several articles discussing the fiduciary duties of corporate directors and officers, recent developments in the areas of mergers and acquisitions and corporate compliance matters, including Sarbanes-Oxley and the related rules adopted by the SEC and the securities exchanges. He is also a frequent lecturer in these areas, and participated in a panel on Developments Affecting M&A Investment Bankers and Their Clients at the Tulane University Law School Annual Corporate Law Institute. Mr. Aiello received the Burton Award for Legal Achievement for his articles, "Bank M&A in the Wake of Dodd-Frank" (The Banking Law Journal, November/December 2010) and "Taking a Hard Look at Poison Pills" (New York Law Journal, November 7, 2005). He is a member of the Board of Directors of Pathways to Housing.

Education
Widener University (J.D., 1994)
New York University (B.A., 1991)


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.

 


A partner in the Corporate and Litigation Departments, Stephen Lamb focuses his practice on Delaware corporate law and governance issues arising in a variety of transactional and litigation contexts. 

EXPERIENCE

Judge Lamb joined Paul, Weiss in 2009 from the Delaware Court of Chancery, where he had served as Vice Chancellor since 1997. While on the Court of Chancery, Judge Lamb decided many important corporate and commercial law matters, including the multibillion-dollar Huntsman/Hexion merger agreement dispute, the fight over the governance of IAC/Interactive Inc. and many other significant cases. Over the course of his 12 years of service, Judge Lamb gained a national reputation as a knowledgeable, fair and efficient jurist. 

Judge Lamb advises Paul, Weiss clients on a full range of issues that arise in transactions, investigations and litigation. Judge Lamb counsels boards of directors, special committees and independent committees on numerous issues, including fiduciary duties and other Delaware law aspects of corporate management, focusing especially on mergers and acquisition matters. 

Some of Judge Lamb’s recent representations include:

  • The Special Committee of C&J Energy in connection with its go-shop process;
  • SIGA Technologies, Inc., in an appeal to the Delaware Supreme Court arising from a contract dispute with PharmAthene, Inc.;
  • Encana Corporation’s defense of shareholder litigation arising out of the acquisition of Athlon Energy Inc. by its indirect, wholly owned subsidiary in a transaction valued at approximately $7.1 billion;
  • Emdeon in its $3 billion sale to Blackstone;
  • Harbinger Capital Partners’ defense of shareholder litigation arising out of the sale of its controlling interest in Spectrum Brands, Inc. to Harbinger Group, Inc.; and
  • Viacom in a dispute over earn-out payments to selling stockholders of Harmonix Music Systems, developer of the “Guitar Hero” and “Rock Band” video games.

Judge Lamb continues to lecture and write on numerous corporate governance and Delaware law issues. He is recognized as a leading Delaware Chancery lawyer by Chambers USA and by Lawdragon as one of the 500 leading lawyers in the United States. He is a member of the American Law Institute and the Delaware State Bar Association. Judge Lamb is also a founding member of NYSE Euronext’s Commission on Corporate Governance.

Early in his career, Judge Lamb served as a Special Counsel in the Office of the General Counsel of the United States Securities and Exchange Commission.


Jennifer Zepralka is the Chief of the Office of Small Business Policy in the U.S. Securities and Exchange Commission’s Division of Corporation Finance.  The office assists companies seeking to raise capital through exempt or smaller registered offerings, and participates in and reviews SEC rulemaking and other actions that may affect small businesses. 

Before joining the Office of Small Business Policy in 2018, Ms. Zepralka was a partner in the Transactional and Securities Departments at Wilmer Cutler Pickering Hale and Dorr LLP, where she focused on federal securities law compliance, disclosure and corporate governance issues.  Ms. Zepralka previously worked in the Division of Corporation Finance as Senior Special Counsel to the Director of the Division of Corporation Finance from 2009 to 2013.  Prior to first joining the SEC staff, she was an associate and counsel at WilmerHale in New York and Washington, DC and an associate at Allen & Overy in London.

Ms. Zepralka received her law degree from the University of Pennsylvania Law School and B.A. from Dartmouth College.


Ms. Foran is Chief Governance Officer, Senior Vice President and Corporate Secretary of Prudential Financial, Inc.  Her role at Prudential also includes oversight of the Company’s Shareholder Services and Sustainability divisions.

She has been a corporate governance leader throughout her career at Sara Lee Corporation, Pfizer, Inc. and J.P. Morgan & Co., Inc.  Ms. Foran is a director on the board of Occidental Petroleum Corporation and Chairperson of its Executive Compensation Committee.  She is also a member of its Corporate Governance, Nominating and Social Responsibility Committee.  She previously served on the Board of Directors of The MONY Group Inc. and MONY Life Insurance Company.

Her proactive shareholder outreach and thought leadership on key governance issues has earned her global recognition as a leader in corporate governance.  She has been recognized as one of the Most Influential People in Corporate Governance by Directorship Magazine for five consecutive years.  In 2011, she was identified by Treasury and Risk Magazine as one of the Most Influential People in Finance.  In 2013, Corporate Secretary Magazine named Ms. Foran “Governance Professional of the Year”.  In 2015, Ms. Foran received both the Linda Quinn Lifetime Achievement Award from TheCorporateCounsel.net, and Corporate Secretary Magazine’s Lifetime Achievement Award.

Ms. Foran currently serves as an active member of many influential advisory boards including as a liaison to the American Bar Association’s Commission on Diversity and the Corporate Law Committee, Catalyst’s Advisory Board, the Weinberg Center for Corporate Governance’s Advisory Board, NACD’s Nominating and Governance Committee Chair Advisory Council, the Center for Audit Quality (CAQ) Stakeholders’ Advisory Panel and Cybersecurity Advisory Panel, the International Integrated Reporting Council, the International Corporate Governance Network’s Corporate Risk Oversight Committee, and, the Society for Corporate Governance’s Environmental & Social Working Group, Executive Director of Prudential’s Sustainability Council, and Executive Sponsor of Prudential’s ADAPT initiative.

Ms. Foran received her B.A., magna cum laude, and J. D. degrees from the University of Notre Dame.  She is admitted to the New York, Illinois, Pennsylvania, and New Jersey (In-house) Bars. 


Named by Accounting Today as one of the “top 100 most influential people in accounting,” Michael R. Young is a litigation partner at New York’s Willkie Farr & Gallagher LLP  where he chairs the firm’s securities litigation practice.

His practice concentrates on the representation of companies, audit committees, officers, directors, accounting firms, and investment banks in United States and international securities class actions, SEC proceedings, and special committee investigations.  His trial work includes the landmark jury verdict for the defense in the first class action tried to a jury pursuant to the Private Securities Litigation Reform Act of 1995.  He has served as a member of FASB’s Financial Accounting Standards Advisory Council, as chair of the New York City Bar Association’s Financial Reporting Committee, and as counsel to the American Institute of Certified Public Accountants and the Center for Audit Quality.

A prolific author on the subjects of financial reporting, audit committee effectiveness and the role and responsibilities of the independent auditor, Mr. Young’s books include The Financial Reporting Handbook (Wolters Kluwer 2003), Accounting Irregularities and Financial Fraud (Harcourt 2000) and, most recently, Financial Fraud Prevention and Detection:  Governance and Effective Practices (Wiley 2014).  Mr. Young is a much sought speaker and commentator on financial reporting issues, and has been regularly quoted in such publications as The Wall Street Journal, The New York Times, Fortune, Forbes, USA Today, The Washington Post, and The National Law Journal.  He has also appeared as an invited guest on Fox Business News, CNBC, MSNBC, CNN, and BNN (Canada).

Mr. Young is a graduate of Allegheny College and the Duke University School of Law, where he was Research and Managing Editor of the Duke Law Journal.


Named by NACD as one of the 100 most influential people in corporate governance and the boardroom, Stephen L. Brown is a globally recognized governance expert, thought leader and trusted advisor to corporate boards and C-suites.  Currently, he is a Senior Advisor at KPMG Board Leadership Center. At BLC, he articulates boardroom challenges and actionable thought leadership on strategy, risk, talent, technology, globalization, and financial reporting by engaging with directors, business leaders and investors. 

Mr. Brown founded The Edgerton Group, a boutique consulting firm that advises boards and management on critical corporate governance issues including anti-activist defense, executive compensation and other proxy disclosures, board evaluations and shareholder engagement.  Formerly, he led TIAA’s (Nuveen) Corporate Governance Group which managed the corporate governance and social responsibility initiatives related to the firm’s over $900 billion investment portfolio.   Mr. Brown was also the CEO of the Society of Corporate Governance, practiced securities law at WilmerHale and Skadden, and was an associate with Goldman Sachs.  He has served as a judge for Corporate Secretary Magazine Corporate Governance Awards and the NYSE Governance, Risk & Compliance Leadership Awards.

Mr. Brown is an adjunct professor at McDonough School of Business at Georgetown, Yale, and in the Skadden, Arps Honors Program in Legal Studies, Colin Powell School for Civic and Global Leadership at City College of New York.   He received his B.A. with honors from Yale and his J.D. from Columbia University Law School where he was a Harlan Fiske Stone Scholar.  He serves on several non-profit and advisory boards and was an elected public school board member. 


John W. White is a partner in Cravath, Swaine & Moore LLP's Corporate Department and serves as Chair of its Corporate Governance and Board Advisory practice. From 2006 through 2008, he served as Director of the Division of Corporation Finance at the U.S. Securities and Exchange Commission, which oversees disclosure and reporting by public companies in the United States. During his over 25 years as a partner at Cravath, John has focused his practice on representing public companies on a wide variety of matters including, more recently, public reporting and disclosure obligations, corporate governance matters and restatements, revisions and other financial crises.

John is a member of the Financial Accounting Standards Advisory Council (FASAC), which advises the Financial Accounting Standards Board (FASB). From 2010 to 2018, he served as a member of the Standing Advisory Group (SAG), which advises the Public Company Accounting Oversight Board (PCAOB). John is a member of the Board of Directors of Financial Executives International (FEI) and a member of the Board of Trustees and Chair of the Audit Committee of the Practising Law Institute (PLI). He served three years on the New York Stock Exchange’s Legal Advisory Committee, four years as Chairman of the Securities Regulation Institute, five years as Co-chair of PLI’s Annual Institute on Securities Regulation and six years on the Board of Trustees and Audit Committee of the SEC Historical Society. John was twice selected by the National Association of Corporate Directors (NACD) as one of the 100 “most influential people in the boardroom and corporate governance community.”

 


Martin Klotz is a partner in the Litigation Department of Willkie Farr & Gallagher LLP in New York. Mr. Klotz specializes in white-collar criminal matters and securities regulation and litigation. His commercial practice has a particular emphasis on SEC and other securities industry matters.

Among others, Mr. Klotz’s clients include numerous hedge funds and investment advisors. He regularly provides advice on grand jury and SEC investigations of alleged financial offenses.

Prior Experience

From 1988 through 1991 Mr. Klotz served as an Assistant United States Attorney for the Southern District of New York, working in the Narcotics and Securities and Commodities Fraud Units, and trying 16 cases to verdict. He began his legal career at Paul, Weiss, Rifkind, Wharton & Garrison. Mr. Klotz’s non-legal experience includes serving as Special Assistant to the Mayor and the Superintendent of Schools, New Haven, Connecticut, for various public education issues (1976- 81) and Visiting Lecturer in Philosophy at Yale University, New Haven, Connecticut (1976-78).

Selected Significant Matters

  • Secured the release, on a petition for a writ of habeas corpus, of an individual improperly convicted of second degree murder
  • Represented hedge fund in major civil RICO litigation
  • Obtained a $1.8 million jury verdict for hedge fund against a telecommunications company for failure to honor an extension of the expiration date of a warrant Represented hedge funds and other investing advisory clients in numerous regulatory investigations of trading activities


Ralph Whitworth is a Founder, Principal, and Investment Committee member of Relational Investors LLC ("Relational"), a $5 billion investment fund specializing in strategic block investments.
 
Mr. Whitworth has served on the boards of eleven public companies: Apria Healthcare Group Inc., Genzyme Corporation, Hewlett-Packard Company, Mattel, Inc., Sirius Satellite Radio, Inc., Sovereign Bancorp, Inc., Sprint Nextel Corporation, Tektronix, Inc., United Thermal Corporation, Waste Management, Inc., and Wilshire Technologies, Inc. During his tenure seven of these companies were in the Fortune 500. Mr. Whitworth has chaired numerous committees and led searches for directors and executive officers. He remains a Director of Hewlett-Packard and serves as Chairman of the Board. He has also served as board chairman at Apria and Waste Management.

Mr. Whitworth is considered an expert on corporate governance. He has been invited to present his views on corporate governance and shareholder rights matters before the United States Senate and House of Representatives, the U.S. Securities and Exchange Commission, the New York Stock Exchange Board, and the New York Federal Reserve. He served on five national Blue Ribbon Commissions sponsored by the National Association of Corporate Directors regarding director compensation and other corporate governance issues. He also served on a Joint Task Force assembled by the Council of Institutional Investors and the National Association of Corporate Directors to review and make recommendations for improving board-shareholder communications. In 2013 Mr. Whitworth was named the “Lifetime Achiever” by the International Corporate Governance Network (“ICGN”), the highest honor bestowed by this global organization. ICGN’s 600-person membership includes esteemed colleagues from over 50 countries.

During 2007 and 2008, two of the most challenging years in U.S. banking history, Mr. Whitworth served as Chairman of Sovereign Bancorp’s (the nation’s largest savings and loan company) Credit and Risk Committee and its Capital Committee.

During 1999, Mr. Whitworth’s service as Chairman of Waste Management was a major crisis management assignment in the midst of an accounting scandal, the breadth and magnitude of which were unprecedented. He was responsible for overall management of the company. He also led a 2,000 person strong, bottom-up audit of the company’s financial statements and led the recruitment effort to replace the company’s management team. During Mr. Whitworth’s tenure as a board member of Waste Management (1998 to 2004), BusinessWeek recognized Waste Management as one of the five “Most Improved Boards” in 2002.
 
From 1998 to 2005, Mr. Whitworth played a similar role at Apria Healthcare Group (the world’s largest home healthcare provider). During his tenure as Chairman of Apria (1998 to 2005), Apria’s board was twice named by BusinessWeek (2000 and 2002) as one of the ten “Best Boards in America.” Mr. Whitworth received prominent recognition when Institutional Shareholder Services selected Apria as the “Best Governed Company in North America” in 2000. Also, during his tenure Apria’s board was recognized in The Corporate Governance Advisor article (September 1998) titled, “Apria’s Designer Board May Be Model for Next Millennium.” Mr. Whitworth was named “Director of the Year” by the Corporate Directors Forum in 2004 for his work at Apria.

From 1986 to 1994, Mr. Whitworth was the President of United Shareholders Association (pro bono). In 1990 he authored the petition for rulemaking which in 1992 culminated in a major overhaul of the U.S. Securities and Exchange Commission's shareholder communication and compensation disclosure rules. From 1989 to 1992, Mr. Whitworth served as President of Development at United Thermal Corporation, which at that time was the largest operator of district heating and cooling systems in the nation. Mr. Whitworth served on the company's board of directors until December 1993 when he chaired the board's special committee representing minority shareholders during a sale transaction.

From 1985 to 1988, Mr. Whitworth served as Assistant to the General Partner at Mesa Limited Partnership. During that time Mesa was the nation's largest independent oil and gas company. He managed the executive staff, served on the company's operating committee, and participated in the company's investments, acquisitions, and financing activities.

From 1981 to 1984, Mr. Whitworth served on the U.S. Senate Judiciary Committee staff of Senator Paul Laxalt.

Mr. Whitworth holds a juris doctor degree from Georgetown University Law Center.