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Annual Disclosure Documents 2014


Speaker(s): Christoph A. Pereira, Christopher L. Bruner, Deborah C. Lofton, Doreen E. Lilienfeld, Jennifer A. Zepralka, Joan E. McKown, Keir D. Gumbs, Kenneth R. Lench, Mara L. Ransom, Melissa L. Burek, Michael L. Hermsen, Richard H. Grubaugh, Sandra L. Flow, Scott Lesmes, Stephanie Marks, Todd J. Russo
Recorded on: Dec. 1, 2014
PLI Program #: 50544

Chris is the Managing Partner for EY’s Philadelphia office. In this role, Chris is fully devoted to serving the Philadelphia market with a focus on strategic planning and resource alignment within the Firm. Prior to becoming the Philadelphia Office Managing Partner, Chris was the Strategic Growth Markets

Leader for Ernst & Young’s Mid-Atlantic area. In this role, Chris worked closely with high-growth emerging companies, primarily in the technology and life science industries.

Chris has been with EY for over 26 years and has also spent time in the firm’s San Antonio, TX and McLean, VA practices. Chris has extensive experience in the areas of revenue recognition, equity transactions and public registration statements. Past and current clients of Chris’ include Blackboard Inc., Clear Channel Communications, Discovery Laboratories, Metrologic Instruments, MediMedia, Neustar, QlikTech, ReSearch Pharmaceutical Services, Toll Brothers, Inc., Trump Entertainment Resorts, Inc. and W.L. Gore.

Chris received a B.S. in Accounting from Indiana University in 1985. Chris, his wife and two daughters reside in Radnor, Pennsylvania.

Chris is also a member of the Board of Directors for the Greater Philadelphia Chamber of Commerce, CEO Council for Growth, United Way of Greater Philadelphia and Southern New Jersey, and the Mann Center for the Performing Arts.


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

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

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


Doreen Lilienfeld is global head of the Governance and Advisory group and co-head of the Healthcare group.  She focuses on a wide variety of compensation-related matters, including the design and implementation of retention and compensation plans, disclosure and regulatory compliance, and employment negotiations with senior executives.  She has advised both U.S. and non-U.S. issuers on corporate governance and regulatory requirements relating to compensation and benefits matters.  Legal directories, such as Chambers and Legal 500 US have named Ms. Lilienfeld as a leader in her field.

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

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

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


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.


Joan McKown has more than 30 years of experience in Securities and Exchange Commission (SEC) enforcement and financial regulatory matters including investigations, exams, internal investigations, and disputes throughout the United States. She has in-depth knowledge of investigatory issues relating to financial fraud, corporate disclosure, corporate governance, accounting, compliance, private equity, FCPA, broker dealer, investment adviser, investment companies, and insider trading. Joan represents corporations, and financial services firms, and their officers, directors, and employees, counseling them to avoid regulatory scrutiny, and when necessary, resolving matters on the best terms possible.

Prior to joining Jones Day in 2010, Joan was the longest serving chief counsel in the Division of Enforcement at the SEC, where she played a key role in establishing enforcement policies and worked closely with Commission and senior SEC staff. Joan literally wrote the book on SEC enforcement when she oversaw creation of the first version of the SEC Enforcement Manual. As chief counsel, she led hundreds of Wells meetings and settlement negotiations. At Jones Day, Joan has extensive experience submitting persuasive Wells submissions, having reviewed thousands of such submissions while on the SEC staff.

Joan is the president-elect of the board of trustees of the SEC Historical Society. She also serves on the Executive Committee of the board of trustees of the Legal Aid Society of the District of Columbia. She frequently speaks and writes on SEC enforcement related topics.


Keir Gumbs is Associate General Counsel, Global Corporate, M&A and Securities, and Deputy Corporate Secretary at Uber Technologies, Inc.  Prior to joining Uber, he was a partner in the corporate and securities practice at Covington & Burling LLP. Keir started his career at the SEC, where he served for six years - first as a staff attorney, later as a Special Counsel in the Office of Chief Counsel in the SEC’s Division of Corporation Finance and finally as counsel to SEC Commissioner Roel Campos. 

Keir is recognized as a leading authority on securities regulation and corporate governance who represents a cross-section of constituencies in securities and governance matters, including companies ranging in size from Fortune 50 companies to venture-backed firms, as well as public pension funds, hedge funds, faith-based investors and trade associations. 

Honors and Rankings

  • Most Influential Black Lawyers, Savoy Magazine (2015)
  • Who’s Who Legal, Corporate, M&A and Governance (2015)
  • "D.C. Rising Star”, National Law Journal (2014)
  • DC Super Lawyers, Securities & Corporate Finance (2014-2015)
  • "Trailblazers Under 40", National Bar Association (2014)
  • America's Leading Business Lawyers, Securities: Regulation: Advisory (2012-2015), Chambers USA
  • “2011 Rising Star of Corporate Governance”, Millstein Center for Corporate Governance and Performance
  • Selected as one of the "People to Watch" in the National Association of Corporate Directors 2011 and 2012 “Directorship 100”


Kenneth R. Lench is a partner in Kirkland’s Government & Internal Investigations Practice Group in the Washington, D.C. office. His practice focuses on representing, and conducting internal investigations for, financial services and public companies relating to matters before the Securities and Exchange Commission (SEC) and other Federal, state and self-regulatory organizations (SROs). Ken handles matters in all of the major programmatic areas of the securities laws, including complex securities transactions, financial and accounting fraud, Foreign Corrupt Practices Act violations, frauds by broker-dealers, hedge fund advisers and other asset managers, insider trading, and market manipulations. Ken also represents boards of directors and associated committees, as well as senior executives and other employees, of these companies.

Prior to joining Kirkland, Ken served for 23 years in several positions at the U.S. Securities and Exchange Commission. In his last role at the SEC, Ken served as Chief of the Structured and New Products Unit of the Division of Enforcement, which was created in 2010 as a specialty group of more than 45 professionals nationwide focusing on abuses in markets for complex securities, including asset-backed securities and derivatives. In that role, he was responsible for building and managing the unit and supervised wide-reaching investigations into markets for collateralized debt obligations and residential mortgage-backed securities, resulting in $1.7 billion in recovered funds for investors in those products.

Ken previously held various senior positions at the SEC’s Enforcement Division including assistant director, assistant chief counsel, branch chief and senior counsel, during which time he supervised and conducted numerous complex and wide-reaching investigations into violations of the Federal securities laws. As an assistant director, Ken spearheaded the SEC’s major auction rate securities matters, which resulted in some of the largest settlements in SEC history and, in all, provided for more than $60 billion in liquidity to tens of thousands of investors.

Besides his extensive Enforcement Division experience, Ken served a stint in the SEC’s Division of Corporation Finance, where he reviewed registration statements, proxy materials and periodic reports involving initial public offerings, secondary offerings, tender offers, mergers and acquisitions, going-private transactions, shelf offerings and proxy contests. Ken was in private practice prior to his arrival at the SEC.


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

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

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

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


Mike Hermsen has an extensive practice that focuses on securities matters. He represents issuers, investment banking firms and security holders in connection with issuances of equity and debt securities. Mike also represents corporate clients in connection with compliance, reporting and stock exchange matters and counsels companies, boards of directors and management on, among other matters, stock repurchases, liability management, executive compensation reporting and corporate governance matters.

Before Mike joined Mayer Brown in 1994, he had extensive experience with the US Securities and Exchange Commission in Washington, DC. In the SEC’s Division of Corporation Finance he served as Assistant Director (1992-1994), Special Counsel (1990-1992) and Attorney/Advisor (1986-1990). He also has accounting and audit experience with a then-Fortune 500 manufacturing corporation.

Mike has been included in The Best Lawyers in America in the practice areas of Securities/Capital Markets Law and Securities Regulation for over a decade and Legal 500 recommends Mike in “Capital Markets – Equity Offerings” noting Mike has “unsurpassed knowledge of SEC rules.”   In addition, Mike is frequently cited in the media regarding new regulatory initiatives.

Education

  • University of Wisconsin Law School, JD, 1986.
  • Marquette University, MBA, 1982, BS, 1980.


Richard H. Grubaugh is a Senior Vice President of D.F. King & Co., Inc. and co-director of the Corporate Proxy Division.  Rick primarily advises corporations and shareholders involved in complex shareholder transactions specializing in corporate control situations such as proxy contests, mergers and unsolicited tender offers. 

Some of recent assignments Rick assisted with include Procter & Gamble in its defense of activist Trian Partners, Broadcom in its proposed acquisition of Qualcomm and USG’s defense of an unsolicited offer from Knauf Group.

Prior to joining D.F. King, Rick was a founding partner of Beacon Hill Partners, Inc.  Rick began his proxy solicitation career at the Carter Organization, Inc., joining that firm in 1986. 


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

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

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

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

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


Stephanie Marks is a Senior Vice President in the legal department of Discovery Communications, providing securities and governance advice and serving as the company’s corporate secretary.  On a day-to-day basis, Stephanie handles a broad range of matters, including executive compensation, financial disclosure questions and board governance.  Stephanie joined Discovery in June 2008 as Discovery was preparing to become a public company.  Discovery Communications reaches more than 1.5 billion cumulative subscribers in over 200 countries, with 130 worldwide television networks led by Discovery Channel. 

Stephanie graduated from University of Maryland School of Law in 1993 and spent three years with the Division of Corporation Finance at the U.S. Securities and Exchange Commission.  Stephanie also practiced with outside law firms, last as a partner with Hogan and Hartson (now Hogan Lovells) and worked as in-house securities counsel for Freddie Mac prior to joining Discovery.


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

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


Scott Lesmes serves as co-chair of Morrison & Foerster’s Corporate Finance | Capital Markets practice. Mr. Lesmes primarily counsels public companies with respect to corporate and securities matters. He advises management and boards of directors on a broad range of securities regulation and corporate governance issues and has substantial experience in dealing with restatements and internal control concerns. Mr. Lesmes counsels issuers and underwriters in the public offering process and in corporate compliance matters involving SEC reporting and disclosure requirements.

Prior to his career in private law, Mr. Lesmes served as in-house counsel at two public companies. He was the Chief Legal Officer for Allied Capital Corporation, formerly a NYSE-listed business development company, and Deputy General Counsel/Chief Securities Counsel for Fannie Mae, a financial services company. Mr. Lesmes draws on his significant in-house experience to provide valuable perspective in his role as an outside advisor.

Mr. Lesmes also serves as chair of Morrison & Foerster’s Practice and Opinion Review Committee.


Mara L. Ransom is an Assistant Director in the Office of Consumer Products, one of the 11 specialized industry offices in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. Mara oversees the disclosure review program for the Office, which focuses on retailers, utilities and certain service-oriented companies and their compliance with the disclosure and filing obligations under the Securities Act of 1933 and the Securities Exchange Act of 1934. Previously, she served as a Legal Branch Chief and Attorney-Advisor in the same Office and as a Special Counsel in the Office of Mergers and Acquisitions. Mara joined the Commission in 2000. Mara earned her B.A. from Boston University and her J.D. from the University of San Diego School of Law.


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

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

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

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

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

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