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Directors' Institute on Corporate Governance (Thirteenth Annual)

 
Author(s): Holly J. Gregory, Michael R. Young, Jeffrey D. Karpf
Practice Area: Corporate & Securities
Published: Nov 2015
ISBN: 9781402425714
PLI Item #: 57576
CHB Spine #: B2212

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.


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 matters. He represents issuers and investment banks in a variety of SEC-registered and private equity and debt offerings, as well as tender and exchange offers. Jeff also advises on securities regulatory and corporate governance matters, including board structure and practices. He also has extensive experience in the development of new financial instruments and structured equity derivatives products.  Jeff joined the firm in 1994 and became a partner in 2003. His notable experience includes: 

Initial Public Offerings

• Has advised in numerous IPOs, including those of Cushman & Wakefield, Line, Santander Consumer USA, RigNet, Primerica, rue21, Lumber Liquidators, Sucampo Pharmaceuticals, J.Crew Group, Williams Scotsman International and Travelers Property Casualty. Also acted as counsel in the dual-track IPO and sale process for Bausch & Lomb, Biomet, OneMain, Petco, Triton Container and United Guaranty.

Innovative Transactions

• Allergan in its $30 billion bond/equity offerings, the largest ever acquisition financing and second-largest bond offering in history.
• Citigroup in numerous matters, including nearly 30 debt offerings since December 2008 valued at over $75 billion. He has also acted as counsel to Citigroup for its $20 billion TARP repayment agreement and termination of the loss-sharing agreement with the U.S. government. Jeff was named The American Lawyer’s “Dealmaker of the Week” for the TARP repayment and related equity offerings.
• The underwriters in a series of transactions that enabled AIG to re-access the capital markets.  Jeff also represented the underwriters in the $20.7 billion offering of AIG common stock by the U.S. Department of the Treasury, the largest secondary equity offering in U.S. history.

Issuers’ Counsel

• Represents numerous issuers on securities offering, disclosure and corporate governance matters, including Allergan, Citigroup, Google/Alphabet, Verizon and Whirlpool.
Underwriters’ Counsel
• Designated underwriters counsel for numerous issuers, including AIG, Zions Bancorporation, Affiliated Managers Group, Hershey, Southern California Edison and Enterprise Rent-A-Car.

 


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.