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Directors' Institute on Corporate Governance (Thirteenth Annual)

Speaker(s): Adam J. Epstein, Andrew J. Ceresney, Claudius B. Modesti, Dennis T. Whalen, Frank M. Placenti, Gabrielle Sulzberger, Harsha G. Marti, Henry T. C. Hu, Herbert S. Wander, Margaret M. Foran, Nicholas M. Donofrio, Pamela L. Marcogliese, Patricia O. Vella, Suzanne M. Hopgood, Telemachus P. Kasulis, Theodore N. Mirvis, Zach Oleksiuk
Recorded on: Nov. 23, 2015
PLI Program #: 57579

Henry T.C. Hu holds the Allan Shivers Chair in the Law of Banking and Finance at the University of Texas Law School.  Hu’s research and public service center on the law and economics of modern capital markets and corporate governance, including asset allocation, disclosure, fiduciary duties of boards and management, financial innovation, mutual funds, retirement, and risk management.  Misunderstood Derivatives, a 1993 Yale Law Journal article, was the first to show how cognitive biases, compensation, financial “science,” and other factors could cause major institutions to take excessive risk and make mistakes with regard to derivatives.  Sole- and lead-authored articles in 2006-2009 offered the first systematic analysis of “decoupling,” showed the phenomenon’s impact on corporate and debt governance, and coined terms now in use worldwide (e.g., “empty creditor” and “empty voter”).  Articles in 2012 and 2014 reconceptualized the longstanding approach to disclosure relied on by the SEC and other regulators, and showed the approach’s inadequacies in conveying complex risks in such contexts as “too big to fail” banks.  This research offered a new framework for “information” and an analysis of new conflicts as to the objectives of disclosure.

Hu was the inaugural Director of the SEC’s “Division of Risk, Strategy, and Financial Innovation” (2009-2011) (now “Division of Economic and Risk Analysis”), the first new Division in 37 years.  He has been on the Legal Advisory Board of the NASD (now FINRA), the NASD and NASDAQ Market Regulation Committees, and the Board of Trustees of the Center for American and International Law.  In 2010, the National Association of Corporate Directors named him as one of the 100 most influential people in corporate governance (“Directorship 100”).  He received the Massey Prize for Research in Law, Innovation, and Capital Markets, as recognized at an international symposium in honor of the prize in September 2014.  Hu teaches corporate law, modern finance and governance, and securities regulation, and has also taught them at Harvard Law School.  He holds a B.S. (Molecular Biophysics and Biochemistry), M.A. (Economics), and J.D., all from Yale.

Zach Oleksiuk, CFA, is Head of BlackRock's Americas Corporate Governance and Responsible Investment team. Mr. Oleksiuk has over 13 years’ experience in corporate governance, including with BlackRock in various roles since 2006. Mr. Oleksiuk is an active thought leader in the corporate governance community and is a frequent speaker to audiences of corporate directors and executives, investors, regulators, students, and other market participants.

At BlackRock, Mr. Oleksiuk leads a team of analysts responsible for engaging with portfolio companies on corporate governance.  The work of the team helps BlackRock fulfill its fiduciary duty to protect and enhance the long-term economic value of the companies in which it invests on clients’ behalf. These efforts include voting proxies using Blackrock’s internally developed policies; meeting with companies to build mutual understanding on corporate governance issues; developing the corporate governance and proxy voting policies applied in the Americas; and contributing to BlackRock's global proxy voting operations. The team also engages with portfolio companies to understand the economic impacts of the social, environmental and ethical factors of the business, and coordinates, as appropriate, the integration of corporate governance and responsible investment considerations into the investment process.

Mr. Oleksiuk is a CFA charterholder and is a member of the New York Society of Security Analysts (NYSSA), where he has chaired the Corporate Governance Committee. He serves on the Public Company Accounting Oversight Board (PCAOB) Standing Advisory Group (2015-2017) and the Council of Institutional Investors (CII) Advisory Council.

Prior to joining BlackRock, Mr. Oleksiuk spent five years with Institutional Shareholder Services, where he held various client-facing, management and operational roles. Mr. Oleksiuk earned an MBA from the Smith School of Business at the University of Maryland and a BA from the Pennsylvania State University.

Recognized by Chambers USA 2015 as a leading individual for corporate/M&A matters.

Listed in The Best Lawyers in America® 2014, an honor based on an exhaustive peer-review process.

President of the American College of Governance Counsel.

Frank Placenti serves as the chair of Squire Patton Boggs’ corporate finance and governance practice, and is nationally recognized for his work in corporate governance and mergers and acquisitions. Frank has more than 30 years’ experience in mergers and acquisitions, corporate governance, securities law, antitakeover and shareholder relations issues. He has represented public companies, broker/dealers and private equity firms and their portfolio companies with mergers and acquisitions, capital formation, securities and corporate law, regulatory compliance, anti-takeover matters and shareholder engagement and activism. Frank has assisted clients, special committees and audit committees in managing internal investigations, as well as with US Securities and Exchange Commission and stock exchange investigatory matters.

Frank has been listed in Best Lawyers in America since 2006, Chambers USA since 2003 and is a multi-year member of the Lawdragon 500, an acknowledgment given to the top 500 lawyers in America. The 2013 International Global Law Experts Awards recognized him as the Corporate Governance Lawyer of the Year in Arizona. He is recommended in Arizona for corporate matters and mergers and acquisitions by PLC Which lawyer? Yearbook since 2009 and is listed in the PLC Cross-Border Mergers and Acquisitions Handbook. Each year since 2007, Frank has been selected by his peers to appear in Southwest Super Lawyers, a distinction awarded to the top 5 percent of lawyers in the region.

Frank serves as the Founding President and Trustee of the American College of Governance Counsel and as a Vice Chair of the Corporate Governance Committee of the American Bar Association.

Frank is a member of Greater Phoenix Leadership. He formerly served as the chair of the Board of Directors of the Boys and Girls Clubs of Metropolitan Phoenix, as chair of the Phoenix Chamber of Commerce and as Chair of the Phoenix Children’s Hospital Foundation and a member of that hospital’s Board of Directors. He also served as a member of the Boards of Directors of the Herberger Theater Company and the Arizona Science Center. He has also served as the Lead Director for a Nasdaq listed publicly-traded health care company and currently serves as Lead Director for a private company based in Charlotte, North Carolina that serves the restaurant and hospitality industries.

Practice Focus

  • Global Corporate Practice
  • Capital Markets
  • Compliance
  • Corporate Finance
  • Corporate Governance
  • Equity & Debt Capital Markets
  • Initial & Secondary Offerings
  • Mergers & Acquisitions
  • Securities
  • Tender Offers, Takeovers & Proxy Contests


  • The Ohio State University, J.D., summa cum laude, 1979, B.A., 1974


  • Arizona, 1979
  • U.S. Ct. of App., Ninth Circuit
  • U.S. Dist. Ct., Dist. of Arizona

Nicholas Donofrio is a 44-year IBM veteran who held the coveted positions of Executive Vice President Innovation and Technology, and was also selected as an IBM fellow, the company’s highest technical honor. Mr. Donofrio holds seven technology patents, is a member of numerous technical and science honor societies, and holds several board positions.

Mr. Donofrio is focused sharply on advancing education, employment and career opportunities for underrepresented minorities and women in the STEM disciplines. He served for many years on the Board of Directors for the National Action Council for Minorities in Engineering (NACME) and was NACME's Board chair from 1997 through 2002. He also served for several years on the Board of Directors for INROADS, a non-profit organization focused on the training and development of talented minority youth for professional careers in business and industry. In 2003, he was awarded the Rodney D. Chipps Memorial Award by the Society of Women Engineers (SWE) and remains an active member of SWE.

He is a Fellow of the Institute for Electrical and Electronics Engineers, a member of Tau Beta Pi, Eta Kappa Nu & Sigma Xi engineering and science honor societies, a Fellow of the U.K-based Royal Academy of Engineering, a member of the US-based National Academy of Engineering, a Fellow of the American Academy of Arts and Sciences, a member of the Board of Directors for the Bank of New York Mellon, Liberty Mutual, Delphi Automotive, AMD, O'Brien & Gere, Sproxil and MITRE.  From 1993 to 2013 he served as a member of the Board of Trustees at Rensselaer Polytechnic Institute.  He currently is a member of the Board of Trustees for Syracuse University, the New York Hall of Science (co-chair 2007- 2013) and the New York Genome Center.   In December 2013, he was named by the Governor of CT Chairmam of the  Board of Regents for Higher Education.  In 2014 he was elected to the Board of Trustees for the USIP’s Peace Tech Lab and in 2015 became its Chairman.

In 2002-2003, he led the work effort for the Council on Competitiveness around their National Innovation Initiative (NII) which went on to become the America Competes Act.

In 2005, the U.S. Department of Education appointed him to the Commission on the Future of Higher Education, a 20-member delegation of business and university leaders charged with developing a national strategy for post-secondary education to meet the needs of America's diverse population and workforce. The commission report, A Test of Leadership: Charting the Future of Higher Education, is available through the US Department of Education.

In 2011-2012 he chaired a special committee tasked by the Governor of VT to evaluate the relationship between the State of VT and UVM.  The committee report, New Ideas for Changing Times: Strengthening the Partnership Between the State of Vermont and the University of Vermont, was accepted by the Governor of VT and the President of UVM.

In 2012, Donofrio was invited to become an independent advisor for agencies within the USA Intelligence Community.

In 2013 he became a visiting lecturer at Columbia University’s School of Continuing Education.

He chaired the work effort for the National Academy of Engineering that resulted in the March 2015 release of the NAE report Making Value for America: Embracing the Future of Manufacturing, Technology and Work.

Additionally, he was a member of the Prime Minister of Taiwan’s Science and Technology Advisory Board (2008-2011), a senior fellow at the Kauffman Foundation (2009-2012) and co-chair for the Secretary of Energy’s Advisory Board ( 2009-2012).

Donofrio holds a master's degree and a bachelor's degree in electrical engineering from Syracuse University and Rensselaer Polytechnic Institute, respectively. He has received honorary doctorates from Polytechnic University (now NYU-Poly), University of Warwick-UK, Marist College, University of Edinburgh-UK, Pace University, National University of Ireland-Maynooth and Syracuse University.

He has additionally received several industry, government and academic awards.  Among them …

  • 1992: Davies Medal: Rensselaer Polytechnic Institute (RPI)
  • 1992: Alumni Association Fellow,RPI
  • 2002:Mensforth International Gold Medal, UK Institution of Electrical Engineers
  • 2002:Distinguished Leadership Award, New York Hall of Science
  • 2003:Alumni Key Award, Rensselaer Polytechnic Institute
  • 2003: Technology Leader of the Year, IndustryWeek Magazine
  • 2003: Technical Executive of the Year, University of Arizona
  • 2005: George Arents Pioneer Medal, Syracuse University’s highest alumni honor
  • 2005: Overall Technology Leadership Award, CNBC
  • 2005: Justice for All Award, American Association of People with Disabilities
  • 2006: Urban Visionaries Award, Cooper Union for the Advancement of Science and Art
  • 2006:Named by Business Week magazine as among the 25 Top Innovation Champions
  • 2006: Robert Fletcher Award, Thayer School of Engineering, Dartmouth College
  • 2006:Albert Fox Demers Medal, RPI
  • 2007:National Education and Leadership Award, Sons of Italy Foundation
  • 2008:Gold Medal, U.S. National Nuclear Security Administration (NNSA). First-NNSA Gold Medal presented to a non-U.S. government employee.
  • 2008:Director’s Memento of Esteem, U.S. National Security Agency (NSA). For substantial contributions to the United States Department of Defense.
  • 2008:Excellence in Leadership Award, U.S. Chamber of Commerce.
  • 2008: Renaissance Engineer Award, Society of Hispanic Professional Engineers
  • 2008:Named IBM Fellow, the company’s highest technical honor.
  • 2009:Toastmasters International Communication and Leadership Award
  • 2010:Industrial Research Institute, Inc. Medal
  • 2011: Ridgefield, CT Library Paccadolmi Award for Leadership
  • 2012: Rensselaer Alumni Association Award, RPI’s highest alumni honor
  • 2013: Pace University Leadership and Service in Technology Award
  • 2013: NACD D-100 Honors
  • 2014: NYU Polytechnic Medal
  • 2015: Ridgefield, CT Library Hope H. Swenson Visionary Award

Andrew J. Ceresney is a partner in the New York office 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. Mr. Ceresney has many years of experience prosecuting and defending a wide range of white collar criminal and civil cases, having served in senior law enforcement roles at both the United States Securities and Exchange Commission and the U.S. Attorney’s Office for the Southern District of New York. Mr. Ceresney also has tried and supervised many jury and non-jury trials and argued numerous appeals before federal and state courts of appeal.

Mr. Ceresney is ranked in the top band for Securities Enforcement by Chambers USA (2019) where he is lauded by fellow practitioners and clients as “knock-your-socks-off impressive” and “incredibly strategic.” He is praised for being a “marquee name” in the market with a “compendious knowledge of the facts” and an “extraordinary memory.” He is also recognized by Chambers USA (2019) as a leading practitioner in White Collar Crime and Criminal Defense, where clients credit his “unparalleled industry experience” and ability to deliver “strategic insights we’ve not received from other firms.”

Mr. Ceresney has also been similarly recognized by The Legal 500 US (2018).

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). Under his leadership, the Division brought a record number of cases, including pathbreaking and significant cases across the entire spectrum of the securities industry. Mr. Ceresney also helped broaden the use of the SEC’s analytical tools to detect and investigate financial misconduct, while enhancing the Enforcement Division’s litigation capacity and improving morale. As Director of Enforcement, Mr. Ceresney worked closely with the high-level leadership of other regulators, including the Department of Justice, many U.S. Attorney’s offices, CFTC, New York Attorney General, New York Department of Financial Services, FINRA and CFPB.

Prior to joining the SEC in 2013, Mr. Ceresney Co-Chaired the White Collar & Regulatory Defense Group at Debevoise. During that time, he represented various financial institutions, accounting firms, companies and individuals, including a major financial institution in investigations and litigation relating to origination, securitization and servicing of mortgages. Mr. Ceresney played an integral role in negotiating the historic $25 billion national mortgage settlement between the federal government, 49 state attorneys general and some of the country’s largest banks. His practice focused on a wide range of issues, including securities-related and money laundering for financial institutions, and investigations and civil matters relating to accounting fraud, FCPA, valuation issues, complex financial instruments, insider trading and disclosure issues. He also handled matters involving the pharmaceutical industry, including government investigations of promotional practices and class action litigation.

Prior to joining Debevoise in 2003, Mr. Ceresney served as a Deputy Chief Appellate Attorney in the U.S. Attorney’s Office for the Southern District of New York. During his tenure at the U.S. Attorney’s Office, Mr. Ceresney was a member of the Securities and Commodities Fraud Task Force and the Major Crimes Unit 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.

Mr. Ceresney served as a law clerk to the Hon. Dennis Jacobs, formerly Chief Judge of the U.S. Court of Appeals for the Second Circuit from 1997 to 1998; and the Hon. Michael B. Mukasey, formerly Chief Judge of the U.S. District Court for the Southern District of New York, from 1996 to 1997. Mr. Ceresney received his J.D. in 1996, from Yale Law School, where he was essays editor of the Yale Law Journal. He obtained his B.A. summa cum laude Phi Beta Kappa, from Columbia University in 1993.

Mr. Ceresney is a member of the Board of Advisors of the Yale Law School Center for the Study of Corporate Law.



Gabrielle Sulzberger has been a professional in the financial services industry for over 25 years.  For the past ten years Ms. Sulzberger  has served as General Partner of Rustic Canyon/Fontis Partners, a private equity fund based in Pasadena, California that terminates in October 2016. Prior to joining RC/Fontis, she was Chief Financial Officer of Gluecode Software, a venture-backed open source software company, which was sold to IBM in May 2005.  Previously she was CFO of Crown Services, a California based consolidation of commercial contractors.

Before joining Crown Services, Ms. Sulzberger was a general partner of the Citigroup sponsored BE/Greenwich Street Equity Fund.  Prior to joining BE/Greenwich Street in 1998, Ms. Sulzberger was a principal of HPB Associates, a New York based hedge fund, where she invested in both public and private companies, and also served as CFO of one of the HPB portfolio companies.  From 1992 to 1994 Ms Sulzberger was the founding managing director of the Commonwealth Enterprise Fund in Boston, a private equity fund formed by a consortium of New England Banks.  From 1987 to 1992 Ms. Sulzberger was a principal at UNC Partners in Boston, where she was responsible for private equity investments in diverse industries.   Prior to completing her graduate school education, Ms. Sulzberger worked for several years as an associate consultant at Bain & Company, a strategic management consulting firm based in Boston.

Ms. Sulzberger received her B.A. from Princeton University in 1981, where she graduated from the Urban Studies program at the Woodrow Wilson School.  In 1987, she received her M.B.A. from Harvard Business School and J.D. from Harvard Law School.

Ms. Sulzberger is on the board of Whole Foods (NASDAQ: WFM), where she is chairman of the audit committee and serves on the compensation committee. She is also a director of Teva Pharmaceuticals (NYSE: TEVA), where she serves on the audit and compensation committees, and Brixmor Property Group (NYSE: BRX).  Previously Ms. Sulzberger served on the boards of State Stores (NYSE: SSI), IndyMac Bank, and Bright Horizons (NASDAQ: BFAM), where she served on the audit committee until the company was acquired by Bain Capital. She has served on numerous private and non-profit boards, and she is a member of the Massachusetts State Bar and a Henry Crown Fellow of the Aspen Institute.

The National Association of Corporate Directors named Ms. Sulzberger as one of the top 100 corporate directors in their 2014 Directorship 100.

Herbert S. Wander is co-chair of Katten's Corporate Governance practice and concentrates on all aspects of business law, especially corporate governance, securities law and mergers and acquisitions transactions. He is the chief legal architect for many major M&A transactions, both negotiated and hostile. Chambers USA notes that "Wander is viewed as an influential presence in the corporate community. He is 'very highly regarded' for his expertise in securities, corporate governance and M&A matters."

In December 2004, Herb was appointed by then Securities and Exchange Commission (SEC) Chairman William H. Donaldson as one of the co-chairs of the SEC's Advisory Committee on Smaller Public Companies to examine the impact of the Sarbanes-Oxley Act on smaller public companies. The Advisory Committee published its Final Report in 2006 and many of its recommendations were implemented by the SEC and Congress. The SEC also invited Herb to be one of two lawyers to present at the SEC's April 2001 Regulation FD Roundtable.

Herb also represents boards, independent directors and audit committees at numerous public companies. He serves as a director, chair of the compensation committee and audit committee member for non-client Telephone and Data Systems, Inc., a $3.2 billion public market cap telecommunications company, and served as a director and secretary of Advance Ross Corporation, a publicly held corporation, before its sale. He has served two terms as a member of the Legal Advisory Committee to the New York Stock Exchange Board of Governors and as a member of the Legal Advisory Committee to the National Association of Securities Dealers, Inc. In 2015, he was one of the founding trustees of the newly formed American College of Governance Counsel.

An accomplished lecturer, Herb frequently speaks at various business and legal organizations, including NIRI, the National Association of Corporate Directors, American Law Institute-American Bar Association, Practising Law Institute, including the annual Securities Regulation Institute, the Corporate Counsel Institute and Ray Garrett Jr.

Corporate and Securities Law Institute at Northwestern University, Northwestern Law's annual Securities Regulation Institute in San Diego, many state and city bar associations and other professional and business organizations.

In addition, Herb has authored numerous articles and book reviews published in the Yale Law Journal, The Business Lawyer, the Southwestern Law Journal, the Northwestern University Law Review, the Review of Securities and Commodities Regulation,  INSIGHTS and the New York Law Journal and served as co-editor of Selected Articles on Federal Securities Law, published by the Business Law Section of the American Bar Association (ABA). He served on the editorial board of the Yale Law Journal and authored two articles for that publication. He was the first editor of the Business Law Section's magazine, Business Law Today, and served as editor of volume 49 of The Business Lawyer. Herb annually publishes a comprehensive article on "Securities Law Disclosure After Sarbanes-Oxley, Dodd Frank and the JOBS Act."

Herb served as chair of the ABA's 53,000-member Business Law Section from 1995–96 and continues to serve on numerous bar association committees. He is a past chair of  the Business Law Section's Corporate Law Committee, which in 2007, under his leadership, published the influential Corporate Director's Guidebook (5th Edition). Herb has served as president of the Jewish Federation of Metropolitan Chicago and the Jewish United Fund. He was appointed by the president of the ABA to serve as one of 12 members of the ABA Commission on Multidisciplinary Practice in 1998 and to serve as one of nine members on the ABA Task Force on Attorney-Client Privilege in 2004.


  • American Bar Association, Business Law Section, Past Chair
  • American Israel Friendship League
  • American Law Institute
  • Community Family Center of Highland Park, President
  • Economic Club of Chicago
  • Illinois State Bar Association
  • Jerusalem Foundation
  • Jewish Federation of Metropolitan Chicago, Past President
  • Jewish United Fund, Past Campaign Chair
  • Michael Reese Health Trust, Chair
  • The Chicago Bar Association


  • SEC Proposes Rule Amendments to Permit General Solicitation in Rule 506 and 144A Offerings, Including Offerings by Hedge Funds and Other Private Funds (September 17, 2012)
  • SEC Adopts Final Rules Regarding Conflict Minerals Disclosure (August 31, 2012)
  • SEC Adopts Final Rule Requiring Exchanges to Establish Listing Standards Regarding Independence of Compensation Committees and Compensation Advisers (July 2, 2012)
  • SEC Adopts Final Rules for Whistleblower Program under Dodd-Frank Act (June 2, 2011)
  • SEC Adopts Final Say-on-Pay Voting Rules (January 31, 2011)
  • SEC Adopts Final Rules to Enhance Shareholder Access to Companies' Proxy Materials (August 26, 2010)
  • Dodd-Frank Wall Street Reform and Consumer Protection Act Corporate Governance and Disclosure Provisions (July 6, 2010)
  • Proxy Vote Processing Issues: Over-Voting and Empty Voting (January 28, 2010)
  • Communicating with Retail Shareholders: How Much Can an Issuer Say Outside the Proxy Materials? (January 21, 2010)
  • Alerts for Shareholder Voting in 2010: Elimination of NYSE Broker Discretionary Voting in Uncontested Director Elections and Updates to RiskMetrics' US Policies Now Effective (January 12, 2010)
  • SEC Adopts Enhanced Executive Compensation and Governance Disclosure Rules (January 7, 2010)
  • Frequently Asked Questions Regarding the SEC's NOBO-OBO Rules and Companies' Ability to Communicate with Retail Shareholders (January 4, 2010)
  • Novel Action Raises Questions in Delaware on Stockholder Power to Directly Remove Officers (June 17, 2009)
  • SEC Proxy Access Proposals Expected in May (April 30, 2009)
  • Stockholder Meeting Advance Notice Protections—Do They Mean What You Think? (September 2008)


  • Author, Securities Law Disclosure After Sarbanes-Oxley (January 2013) 

Speaking Engagements & Presentations

  • Panelist, Disclosure Effectiveness and Its Impact on MD&A and Other 10-K/Q Items | 30th Midyear SEC Reporting & FASB Forum, Chicago, Illinois (May 28, 2015)
  • Moderator, Ethical Imperatives: Cybersecurity in Law Firms | 33rd Annual Federal Securities Institute, Miami, Florida (February 6, 2015)
  • Speaker, The Changing Dynamic of Director-Shareholder Relations and Voting | 43rd Annual Institute on Securities Regulation, New York, New York (November 9– 11, 2011)
  • Speaker | 29th Annual Federal Securities Institute Conference, Miami, Florida (February 16–17, 2011)
  • Speaker | 28th Annual Federal Securities Institute, Coral Gables, Florida (February 11–12, 2010)
  • Presenter, Update to Delaware Law | Fall Conference of the Chicago Chapter of the Society of Corporate Secretaries and Governance Professionals, Chicago, Illinois (October 21, 2009)
  • Panelist | 2009 Proxy and Disclosure Season Update: What's New and What's Coming!, Chicago, Illinois (December 4, 2008)
  • Speaker, Current initiatives to Help Smaller Public Companies deal with their Unique Challenges | SEC Reporting & FASB Update Forum for Mid-sized and Smaller Public Companies, Las Vegas, Nevada (October 16–17, 2006)
  • Speaker, Section 404 and Control Reporting | Sarbanes-Oxley Institute: Corporate Governance, Financial Disclosure, Auditing, and Other Issues, Washington, DC (October 12–13, 2006)
  • Panelist, Current Developments in Securities Law: A Colloquy | 45th Annual Corporate Counsel Institute - Chicago Session, Chicago, Illinois (September 28– 29, 2006)
  • Chair, SEC Hot Topics Seminar: A Comprehensive Update on the Latest Interpretations and Practices | SEC Hot Topics Seminar Fall 2006, Chicago, Illinois (September 27, 2006)
  • Panelist, Practical Experience with Securities Reform | Advanced Securities Law Workshop 2006, San Diego, California (August 17–18, 2006)
  • Presenter, SEC Initiative to Reduce Compliance Burdens on Small and Mid-Cap Public Companies | Securities Regulation and Business Law, Dallas, Texas (February 9–10, 2006)
  • Speaker | Challenges Facing Boards of Directors: Key Issues in SEC Disclosure and Enforcement, Chicago, Illinois (January 31, 2006)
  • Chair, Capital Formation and Smaller Public Companies | Securities Regulation Institute, Coronado, California (January 18–20, 2006)


FOCUS: Corporate

Corporate Governance
Mergers and Acquisitions
Entrepreneurial Venture
Securities Private Equity
Securities Litigation and Enforcement


Chambers USA, 2009–2015
Who's Who in America
Who's Who in American Law
Who's Who in the Midwest
Crain's Chicago Business
Super Lawyers, 2005–2015
Who's Who in the World
Best Lawyers Lawyer of the Year 2013 - Herbert Wander - Securities Regulation
Best Lawyers in America, 1983–2015
Best Lawyers Lawyer of the Year 2012 - Herbert Wander - Capital Markets
The International Who's Who of Corporate Governance Lawyers, 2005–2013
Chambers Global, 2010–2014 Corporate M&A – USA – Senior Statesmen, 2015
Lawdragon, 500 finalist – 2010
InterContinental Finance Magazine, IFCM Leading Lawyers 500
AV Preeminent Peer Review Rating by LexisNexis Martindale-Hubbell
Legal 500, 2014
Leading Lawyers Network, Top 250 Leading Business Lawyers in Illinois, 2014


LLB, Yale Law School
AB, University of Michigan

Bar Admissions


Pamela L. Marcogliese is a partner at Freshfields Bruckhaus Deringer whose practice focuses on capital markets transactions and corporate governance matters. She has deep experience providing issuers and underwriters with advice on the full range of debt and equity offerings, including initial public offerings, direct listings and SPAC transactions; shelf registrations and takedowns; convertible offerings; block trades; private placements; stock repurchase programs; exchange offers; MTN programs; derivatives; tender offers; open market purchases; consent solicitations and liability management matters.

She regularly advises boards of directors and management on a variety of corporate governance topics, including crisis preparedness, mitigation and response; succession planning; dual class and multi-class share structures; board composition, refreshment, succession and director independence; stakeholder governance and public benefit corporation (PBC) matters; fiduciary duties and conflicts; stakeholder engagement and activism defense; shareholder proposals and proxy season trends; environmental, social and governance (ESG) issues; and cybersecurity matters. In addition to her practice, she regularly lectures and writes on corporate governance, cybersecurity and blockchain topics.

Pamela has advised a number of companies on governance, disclosure, capital markets and other matters, including Agilent, Alphabet/Google, AstraZeneca, Atlantic Power, Ciena, Clever Leaves, ConEd, Dun & Bradstreet, Lighting eMotors, Lowe’s, Pinterest, Sabre, Sonoco, TriNet, Starbucks, Tempur Sealy, Tiffany’s, Vanguard and Zymergen. 

Pamela is ranked among only four leading lawyers in the United States for Corporate Governance by Legal 500 US 2021, recognized among top women in deal making for defending companies and their boards against shareholder activism by The Deal 2021, and recognized among leading lawyers for corporate governance matters by Expert Guide’s Women in Business Law 2021.

Suzanne Hopgood is the CEO of The Hopgood Group, LLC, a corporate business consulting and governance firm she founded in 1985, assisting companies with business and financial challenges.  Her expertise includes being CEO and/or Chair of both public and private companies, and she is a Financial Expert.  She has served on the board of eleven companies.

Ms. Hopgood has served as Chair of the Nominating & Governance Committee on the board of Point Blank Solutions, Inc (, a global manufacturer of high performance body armor; on the board of Italy-based Villa Sistemi Medicali; as Chairman of the Board of Del Global Technologies, Inc (NASDAQ: DGTC), an international manufacturer of medical equipment and defense products; as chair of Nominating & Governance and a Financial Expert of Acadia Realty Trust (NYSE:  AKR); as Chair & CEO of Furr’s Restaurant Group (NYSE: FRG); and as CEO of Houlihan’s Restaurant Group. Ms. Hopgood currently serves as the Chair of Nominating & Governance on the board of Mace Security International (OTC:MACE), as Chair of Newport Harbor Corporation, a hospitality company, and she serves as the Governor-appointed Chair of the Capital Region Development Authority, which currently oversees $800 million in real estate construction.

She speaks internationally on corporate board issues, including to directors in Russia, Brazil, London, and Hong Kong.  She co-authored the award-winning Board Leadership for the Company in Crisis.  She authored Being A Woman On The Board, Nov/Dec 2017 The Corporate Board.

Prior to founding The Hopgood Group, LLC, Ms Hopgood was responsible for a $1 billion equity real estate portfolio for Aetna Realty Investors.  Prior to Aetna, she was the Vice President and Senior Lending Officer of a Massachusetts bank, responsible for all real estate.

Theodore N.  Mirvis is a Partner in the Litigation Department at Wachtell, Lipton, Rosen & Katz. Mr. Mirvis has been with the firm for over 40 years, and, during that time, has litigated landmark cases regarding corporate law, corporate governance, and mergers and acquisitions. He has written extensively on these same topics.  He is a regular lecturer at the Harvard Business School and the Harvard Law School, and teaches occasional classes at Columbia Law School, NYU Law School, the University of Pennsylvania Law School and the Law School of the Hebrew University in Jerusalem.

Mr. Mirvis received a B.A., summa cum laude, from Yeshiva University in 1973 and received a J.D., magna cum laude, from the Harvard Law School in 1976. At the Law School, he served as Case Officer and as a member of the Editorial Board of The Harvard Law Review. Upon graduation, Mr. Mirvis was a law clerk to the Honorable Henry J. Friendly of the United States Court of Appeals for the Second Circuit. He is a member of the American Law Institute and the Planning Committee of the Tulane Corporate Law Institute.

Mr. Mirvis previously served as chair of the Lawyers Division of UJA-Federation of New York. He has been a trustee of Freedom House, and currently serves on the boards of the Jerusalem Foundation, New York Legal Assistance Group (NYLAG), and the Yeshiva University Museum.

Dennis Whalen is the Leader of the KPMG Board Leadership Center, which champions outstanding governance to help drive long-term corporate value and enhance investor confidence. Through an array of programs and perspectives—including KPMG’s Audit Committee Institute, Private Markets Governance, the WomenCorporateDirectors Foundation, and more—the Center engages with directors and business leaders to help articulate their challenges and promote continuous improvement. Drawing on insights from KPMG professionals and governance experts worldwide, the Center delivers actionable thought leadership—on risk and strategy, talent and technology, globalization and compliance, financial reporting and audit quality, and more—all through a board lens.. Dennis is a frequent speaker on board governance and audit committee issues.    

With over 30 years of public accounting experience, Dennis has served several of KPMG’s top clients, has led KPMG’s audit practices in Houston and Kansas City, and has represented the Audit practice on a cross-functional team of senior partners focused on making strategic investments for the Firm and driving innovation into its businesses. He also has served as a member of the Firm’s U.S. and Americas Boards of Directors, including serving as Chair of the Audit, Finance & Operations Committee.

Professional Experience

Dennis currently serves as the global lead partner for Pfizer Inc. Dennis served as the lead partner on The Shaw Group, Inc., a global engineering, procurement and construction company and Halliburton Company, a global oilfield services company. 

Dennis served on the Firm’s US and Americas Boards of Directors from 2006 through 2011 and chaired the Board’s Audit, Finance & Operations Committee from 2010 through 2011. Dennis served as the Partner-in-Charge of the Houston Business Unit Audit Practice from 2003 through 2009.

From 1998 to 2002 Dennis was the lead partner on Koch Industries, Inc., and also led our Kansas City office’s Audit.  From 1995 to 1997 Dennis was seconded to Hong Kong to help KPMG meet the needs of GE and Pepsi as they expanded their operations the Asian marketplace. Prior to his secondment, Dennis played a lead role on the GE Company global audit based in Fairfield, CT. He joined KPMG in 1982 in Stamford, Connecticut and he was admitted to the Firm’s partnership in 1995.

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, 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. 

Patricia regularly provides advice on corporate governance matters and a variety of corporate transactions for publicly traded and privately held corporations. She is often called upon to advise on mergers and acquisitions, financings, asset sales and other significant transactions. Her work includes structuring complex transactions and often involves counseling boards of directors and board committees on their fiduciary duties and the technical aspects of Delaware corporate law. She also provides formal legal opinions on issues involving Delaware corporate law.

Patricia is actively involved with the American Bar Association’s Mergers & Acquisitions Committee. She is Co-Chair of the Subcommittee on Acquisitions of Public Companies of the M&A Committee. She was a member of the Corporate Laws Committee (2014-2020) and served as Co-Chair of the MBCA Implementation and Outreach Subcommittee of the Corporate Laws Committee. She also served as Co-Chair of the Joint Task Force on Governance Issues in Business Combinations (2011-2018). As part of her role as Task Force Co-Chair, she served as an editor of The Role of Directors in M&A Transactions: A Governance Handbook for Directors, Management and Advisors.

Patricia is a member of the Council of the Corporation Law Section of the Delaware State Bar Association and, in that capacity, participates in the annual review of, and preparation of amendments to, the Delaware General Corporation Law. She was appointed by the Delaware Supreme Court to serve as a member of the court’s Board on Professional Responsibility (2012-2018). In 2018, she became a fellow of the American College of Governance Counsel, and in 2019 was named to the Board of Trustees and Secretary.

Patricia frequently speaks on Delaware corporate law issues at corporate law seminars and symposia around the country, including the Tulane Corporate Law Institute, the University of Texas Mergers & Acquisitions Institute, the Ray Garrett Jr. Corporate and Securities Law Institute, the Northwestern Law Securities Regulation Institute and the ABA National M&A Institute. She also serves as Co-Chair of Practising Law Institute’s Mergers & Acquisitions conference.

Prior to joining Morris Nichols, Patricia served as law clerk to The Honorable Randy J. Holland of the Supreme Court of the State of Delaware. She received her JD, magna cum laude, from Villanova University School of Law in 1996, where she served as Executive Editor of the Villanova Law Review. She completed her undergraduate education at University of Delaware, receiving a BS, magna cum laude, in 1992.

Adam J. Epstein is an advisor to the boards of pre-IPO and small-cap companies through his firm, Third Creek Advisors, LLC (TCA).  Mr. Epstein is a distinguished National Association of Corporate Directors Board Leadership Fellow and faculty member, and is a key contributor to Nasdaq’s new Amplify small-cap content initiative.  He is the small-cap contributing editor for Directorship magazine, and author of The Perfect Corporate Board: A Handbook for Mastering the Unique Challenges of Small-Cap Companies (New York: McGraw Hill, 2012).  At various times since being published, The Perfect Corporate Board has been ranked in the top 10 of numerous categories on

Prior to founding TCA, Mr. Epstein co-founded and was a principal of Enable Capital Management, LLC (ECM).  During his tenure, ECM’s special situation hedge funds invested in more than 500 small-cap financings in the United States, the European Union, and Australasia.  Before ECM, Mr. Epstein held senior operating roles in merchant banking, technology, and retail.  He started his career as an attorney at Brobeck, Phleger & Harrison.

Mr. Epstein has been featured in The Wall Street Journal, Bloomberg Businessweek and on CNN Presents.  He speaks monthly at corporate governance and investor conferences, and has given more than 50 keynote speeches since 2013.  Mr. Epstein earned a Juris Doctor from Boston University, and a Bachelor of Arts, cum laude, from Vassar College.

Claudius B. Modesti, Director of the Division of Enforcement and Investigations (DEI), leads a team of attorneys, accountants, and other professional staff in investigations and litigation of possible violations of PCAOB rules and other applicable securities regulations. Mr. Modesti joined the PCAOB in May 2004 as the first DEI Director and has built the Division from its inception. Currently, Mr. Modesti serves as the Vice Chair of the Enforcement  Working Group for the International Forum of Independent  Audit Regulators (IFIAR).

Before arriving at the PCAOB, Mr. Modesti, was an Assistant United States Attorney for the United States Attorney’s office for the Eastern District of Virginia where he led the investigation and prosecution of white collar crimes with an emphasis on securities fraud.  He was also appointed corporate fraud coordinator for the office.

Prior to joining the United States Attorney’s office, Mr. Modesti served as a trial attorney for the Department of Justice, Criminal Division, and spent four years in the Division of Enforcement at the Securities and Exchange Commission. Mr. Modesti also served as a law clerk for the Honorable J. Frederick Motz, Judge, U.S. District Court for the District of Maryland.

Mr. Modesti earned a B.S. in Foreign Service from Georgetown University and a J.D., magna cum laude, from the Georgetown University Law Center.

Harsha G. Marti is based in New York, joined Warburg Pincus in 2007 and is responsible for legal matters related to the firm's investing activities.  He is also responsible for coordinating legal and regulatory activities related to the formation of funds managed by the firm.  Prior to joining the firm, Mr. Marti was at the law firm of Kirkland & Ellis LLP in New York where he was an attorney focused on private equity transactions.  He received a S.B. in materials engineering from the Massachusetts Institute of Technology and a J.D./M.B.A from the Northwestern University School of Law and the Kellogg School of Management.  Mr. Marti is a member of the bar in New York.  He is a member of the Board of Directors of the Brooklyn Community Foundation.

Telemachus Kasulis is the Co-Chief of the Securities and Commodities Fraud Task Force at the United States Attorney’s Office for the Southern District of New York. Prior to joining the Office, Mr. Kasulis worked at a law firm in New York City and clerked for the Honorable Joseph M. McLaughlin on the United States Court of Appeals for the Second Circuit. He is a graduate of Yale University and Cornell Law School.