Paul Verbinnen is co-founder and President of Sard Verbinnen & Co (SVC). Founded in 1992, SVC is a leading strategic corporate and financial communications firm, providing communications counsel and services to clients including multinational corporations, smaller public and private companies, investment firms, financial and professional service firms, educational institutions, and high-profile individuals.
The firm’s work encompasses transaction communications, crisis communications, corporate governance consulting, litigation support and corporate positioning. SVC, with offices in New York, Chicago, San Francisco, Los Angeles and London is regularly cited as one of the top M&A and crisis communications advisors in North America.
Before starting SVC, Mr. Verbinnen was Executive Vice President, International for The Ogilvy Public Relations Group, based in London. In that role, he was responsible for coordinating Ogilvy PR activities outside the U.S. From 1984 through 1988, he was head of Ogilvy’s Hong Kong PR office and, from 1986-88 he was regional director for Asia/ Pacific.
Prior to joining Ogilvy in New York, he was a co-founder of a sports marketing company that worked with professional and Olympic athletes. In 1980, the company managed an alternative event for many of the athletes unable to compete in the boycotted Moscow Olympics. He also managed press relations and events for the National Committee on American Foreign Policy where he assisted United Nations-based diplomats with speeches (79-81). He was also founding advertising director for The Cook’s Magazine.
Mr. Verbinnen has a B.A. in political science from Syracuse University. He lives in Manhattan and Watch Hill, Rhode Island, where he is Finance Chairman of the Watch Hill Fire District Finance Committee. He is a member of the Council on Foreign Relations and the Brookings Council.
Eileen Cohen is currently Managing Director for JP Morgan Asset Management, a position she has held since 2001. At JP Morgan she is Chair of the North America Proxy Committee and leads the firm’s initiatives in corporate governance. Eileen is also a Senior Client Portfolio Manager and a proven expert in investment consulting, portfolio management and financial communications. Prior to her present position, Ms. Cohen worked for Invesco, formerly Chancellor Capital where she was a partner and held various roles including Portfolio Manager, Head of Asset Allocation and Head of Client Services. In her earlier professional career, she was a partner at Buck Consulting, an actuarial and investment consulting firm and held manufacturing and finance positions at International Paper Co.
Additionally, Ms. Cohen serves as a mentor in the Executive On Campus program at Baruch College, where she was received the Alumni Allegiance Award. She is a board member of The National Grid Foundation, serving as Chair of the Audit Committee as well as a past member of the advisory council of SASB (Sustainability Accounting Standards Board).
Ms. Cohen has authored numerous articles on investing and is an Adjunct Lecturer on corporate governance at Baruch College.
Ms. Cohen completed her BA in economics at Queens College and continued on to Baruch to earn an MBA in finance and economics.
James R. Doty is the Chairman of the US Public Company Accounting Oversight Board, the independent regulator of the auditors of all public companies that trade on U.S. exchanges, as well as all U.S. broker-dealer auditors.
Previously, Chairman Doty served as General Counsel of the U.S. Securities and Exchange Commission. In that role, Mr. Doty advised the Commission on matters of law and regulatory policy related to the Commission’s oversight of U.S. securities markets, including initiatives in the context of the globalization of capital markets, policies in the wake of the savings-and-loan crisis, international technical assistance and coordination efforts, and adoption of the Remedies Act of 1990.
Prior to and following his SEC service, Mr. Doty was a partner at the law firm of Baker Botts LLP, which he first joined in 1969. Mr. Doty was presented the 2011 Statesman Award by the Foreign Policy Association. Mr. Doty was raised in Houston, Texas. He earned a B.A. in History from Rice University and was a Rhodes Scholar at Oxford University in England. He also received a M.A. in History from Harvard University before getting an L.L.B. from Yale Law School.
Peter McGoff is Senior Vice President, General Counsel and Corporate Secretary for Box, where he leads the Box legal, compliance, security and real estate departments. He also works closely with the senior management team and Board of Directors on any legal, regulatory or compliance matter affecting the Company. Prior to Box, Peter was Senior Vice President and General Counsel of Informatica, where he managed legal, real estate and license-compliance functions.
Peter earned his LLM in Intellectual Property Law from the London School of Economics, J.D. from University of the Pacific, McGeorge School of Law and a B.S. degree in Finance/Economics from California State University, Sacramento.
Rick is the Founder of The Shareholder Commons, a non-profit organization dedicated to helping shareholders use their power to protect common resources and vulnerable populations.
Rick practiced law for 26 years at a leading Wilmington-based firm, including four years as managing partner. During that time, he was selected as one of the ten most highly regarded corporate governance lawyers worldwide and as one of the 500 leading lawyers in the United States. In 2015, Rick became Head of Legal Policy at B Lab, where he worked to create sustainable corporate governance structures around the globe. He left that position in 2019 to develop the concepts behind The Shareholder Commons as a B Lab Fellow.
Rick serves as President-Elect of the Benefit Company Bar Association and chairs the Funding Committee of the Delaware Access to Justice Commission. He also serves as Director and Treasurer of the American College of Governance Counsel, a member of the Commonwealth Climate and Law Initiative Advisory Board, a Research Fellow of British Academy Future of the Corporation Program, and a member of the Advisory Council of the Program on Purposeful Ownership at the Said Business School, Oxford. He is also Secretary of the Transgender Legal Defense and Education Fund.
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.
Andrew Pincus focuses his appellate practice on briefing and arguing cases in the Supreme Court of the United States and in federal and state appellate courts; developing legal strategy for trial courts; and presenting policy and legal arguments to Congress, state legislatures, and regulatory agencies.
Andy has argued 24 cases in the Supreme Court, including AT&T Mobility v. Concepcion, 131 S. Ct. 1740 (2011). For his victory in Concepcion, Andy was named Litigator of the Week by the American Lawyer and Appellate Lawyer of the Week by The National Law Journal. Andy’s work in Concepcion and successful defense of Chicago Mayor Rahm Emanuel’s right to run for office were cited by the American Lawyer in its article naming Mayer Brown as one of the top six US litigation firms in the 2012 Litigation Department of the Year report. Law360 profiled Andy as part of its “2014 Appellate A-List” series.
In the upcoming Supreme Court Term, Andy will argue Spokeo, Inc. v. Robins, a case presenting important questions regarding Congress’s authority to create forms of injury that satisfy Article III’s standing requirement.
A former Assistant to the Solicitor General in the United States Department of Justice (1984-1988), Andy co-founded and serves as co-director of the Yale Law School's Supreme Court Advocacy Clinic (2006-present), which provides pro bono representation in 10-15 Supreme Court cases each year.
Andy’s practice also includes detailed written and oral advocacy before Congress, other legislative bodies, and regulatory agencies regarding a variety of policy and legal issues. He frequently testifies before Congress on a variety of subjects, including patent reform, the Consumer Financial Protection Bureau, reform of the federal litigation system, and the Supreme Court's decisions in cases involving business law issues. Andy successfully represented clients in connection with passage of the Private Securities Litigation Reform Act.
While serving as General Counsel of the United States Department of Commerce (1997-2000), Andy had principal responsibility for the Digital Millennium Copyright Act and the Electronic Signatures in Global and National Commerce Act. He also participated in formulation of policy concerning intellectual property protection, privacy, domain name management, taxation of electronic commerce, export controls, international trade, and consumer protection.
Andy graduated in 1981 from Columbia Law School, where he was Notes & Comments Editor of the Law Review and a James Kent and Harlan Fiske Stone Scholar. He was an undergraduate at Yale University, graduating in 1977 cum laude.
Following law school graduation, Andy was Law Clerk to the Honorable Harold H. Greene, United States District Court for the District of Columbia (1981-1982), after which he practiced with another major law firm in Washington.
Antonia Stolper is the Latin America Regional Managing Partner and a member of Shearman & Sterling’s Capital Markets-Americas practice group. Ms. Stolper’s practice focuses primarily on corporate finance transactions in emerging markets. Her practice focuses on debt and equity securities offerings for Latin American corporate and sovereign issuers, representing both underwriters and issuers, and on restructuring transactions in Latin America, representing issuers, dealer managers and creditors. In addition, she advises a number of Latin American issuers on their ongoing SEC reporting requirements and corporate governance matters. Ms. Stolper also advises the Climate Bonds Initiative pro bono on establishing standards for financing the transition to a low carbon economy. Ms. Stolper is also Vice- Chair of the Cyrus R. Vance Center of the New York City Bar Association, promoting pro bono work by private lawyers in Latin America and working with lawyers throughout the region on promoting the status of women in the legal profession. Recent transactions include debt offerings for AES Gener, Intercorp Peru Ltd., COFIDE, Republic of Peru and Province of Buenos Aires and equity IPOs for Elementia and FIBRA Prologis.
Ms. Stolper is currently ranked Band 1 in Latin America-wide Capital Markets Chambers Latin America and Band 1 in Latin American Investment in Chambers Global. She was named one of the National Law Journal’s Outstanding Women Lawyers in 2015 and selected by Latinvex in 2015 as among Latin America’s top 50 female lawyers.
Audra Cohen is co-Managing Partner of the Firm’s General Practice Group globally and serves as a co-head of the Firm’s Consumer & Retail and Power and Utility Groups. She has extensive experience representing clients on a broad range of merger and acquisition transactions, including public company mergers, private company transactions and spinoffs, and advising boards of directors on corporate governance and activism matters. As an active member of the Firm’s management and administration, Ms. Cohen also serves on the Firm’s Diversity Committee.
Selected clients include: Adient, Andeavor, AT&T, Avon Products, C&S Wholesale Grocers, Collective Brands, Connecticut Water Service, Diageo, Dynegy, Intercontinental Exchange, Kraft Foods Group, LSC Communications, NBTY, Panera Bread, Pepco, Quality Care Properties, Riverstone Holdings and Pattern Energy Group Holdings 2 LP, Ron Shaich, RR Donnelley & Sons, Wachovia Corporation and ZF Friedrichshafen.
Selected Publications and Speaking Engagements
George Washington Law School, J.D. 1992
University of Washington, B.A. 1989
Barbara S. Gillers practices and teaches in the area of professional responsibility, legal ethics, and the law governing lawyers; directs the Legal Ethics Bureau, a student clinic; and has taught at the school’s graduate law program based in Singapore.
Ms. Gillers is vice chair of the New York State Bar Association’s Committee on Standards of Attorney Conduct, which studies and makes recommendations for changes in the rules of professional conduct that govern lawyers in New York State. She is a member of the ABA Standing Committee on Ethics and Professional Responsibility, and of the New York City Bar Association’s Committee on Professional and Judicial Ethics. She has served as a Vice President of the New York City Bar, Chair of its Executive Committee, and Chair of its Committee on Professional and Judicial Ethics, and as a Liaison to the ABA Standing Committee on Ethics and Professional Responsibility from the Association of American Law Schools Section on Professional Responsibility. In the summers of 2012 and 2014, Ms. Gillers was a Guest Professor at the Institute for Austrian and International Tax Law, Vienna University of Economics and Business.
From 1998 to 2009 Ms. Gillers was of counsel at Fried, Frank, Harris, Shriver & Jacobson LLP where she practiced in the area of the law governing lawyers and law firms, advising law firms, not-for-profit and corporate law departments and others on compliance and regulatory matters including matters before government regulators and courts. From 1979 to 1983, Ms. Gillers was an Assistant US Attorney in the Southern District of New York and held various positions in both the public and private sector. She thereafter served as the First Deputy Chief Counsel to the Departmental Disciplinary Committee for the First Judicial Department of New York for nine years. While at the Disciplinary Committee, Ms. Gillers handled complex and sensitive investigations and prosecutions, participated in the management of the office and advised on changes to the Court’s Rules and the New York Code of Professional Responsibility.
Ms. Gillers has taught as an adjunct professor at Columbia Law School, Fordham Law School, Brooklyn Law School and New York Law School. She also writes and speaks on lawyer regulatory issues, with talks on American legal ethics in Ho Chi Minh City, Shanghai and Beijing; and in the US, at the Association of the Bar of the City of New York, the Federal Bar Council, the American Bankruptcy Institute, the PLI Annual Securities Institute, and to the ABA/ALI Sarbanes-Oxley Institute. Ms. Gillers is admitted to the bar in New York and to practice before the United States Supreme Court and the federal courts for the Second Circuit, the Southern and Eastern Districts of New York and the District of Connecticut.
Barry P. Barbash is a co-head of the firm’s Asset Management Group and has been a practitioner in the asset management area for over 35 years. He combines deep private practice experience with extensive knowledge of the regulation of the asset management business, having, among other things, served from September 1993 until October 1998, as the Director of the Securities and Exchange Commission’s Division of Investment Management.
Mr. Barbash has a diverse practice covering all aspects of the asset management business. He regularly advises investment managers and fiduciaries, independent directors and trustees, and mutual fund, exchange-traded fund, hedge fund, private equity fund and venture capital fund clients on a variety of transactional, compliance and regulatory matters. His areas of expertise include investment adviser operations, compliance procedures and policies and fund governance matters. He regularly represents buyers and sellers in asset management merger and acquisition transactions and restructurings and advises asset managers of all types in connection with administrative and court actions brought by securities regulators. He has particular experience and expertise dealing with “status” issues arising under the Investment Advisers Act of 1940 and the Investment Company Act of 1940. He has, in addition to serving as the Director of the SEC’s Division of Investment Management, held staff attorney positions with the Division of Investment Management and the Plan Benefits Security Division of the Office of the Solicitor of the U.S. Department of Labor, which has responsibility for the administration of the fiduciary responsibility provisions of the U.S. federal employee benefit plans law. His practice has been focused on investment advisers, fiduciaries and securities regulation since 1978.
Mr. Barbash received a JD from Cornell Law School in 1978, and an AB (summa cum laude) from Bowdoin College in 1975.
Selected Significant Matters
Colleen P. Mahoney heads the firm's Securities Enforcement practice, and regularly represents financial services firms, corporations, their boards, board committees, officers, directors and employees in Securities and Exchange Commission (SEC) and other law enforcement investigations.
Ms. Mahoney assists management and boards of directors performing internal investigations, often advising clients on preventive and remedial measures before and after securities-related issues arise.
Ms. Mahoney has been the lead attorney representing many of the company boards and individuals embroiled in signature SEC investigations. Her clients have included many well-known U.S. and foreign companies. As is frequently the case with SEC enforcement matters, the biggest victories are the ones that never become public – the government investigations and inquiries that are put to rest before charges are filed or an indictment is issued, or even before a public disclosure of the government interest. Ms. Mahoney has succeeded in bringing a number of matters to a close in those circumstances.
Prior to joining Skadden, Ms. Mahoney spent 15 years in increasingly senior positions with the SEC, serving as acting general counsel of the agency and as deputy director of the division of enforcement. During her tenure at the SEC, Ms. Mahoney helped manage a civil law enforcement program that addressed a wide range of issues, including financial fraud and disclosure, asset management issues, derivatives and insider trading.
Ms. Mahoney frequently lectures on securities regulatory and enforcement issues at seminars and conferences in the United States and abroad.
Ms. Mahoney has been selected for inclusion in Chambers USA: America's Leading Lawyers for Business, The International Who's Who of Corporate Governance Lawyers, Lawdragon 500 Leading Lawyers in America and The Best Lawyers in America. Since 2012, she has been recognized as one of Benchmark Litigation's "Top 250 Women in Litigation" and she also was named to the shortlist of the nation's top women regulatory lawyers by Chambers USA (2012). Additionally, Ms. Mahoney was included in Washingtonian Magazine's 2013 "Best Lawyers" list.
David Grim (B.A., Duke University; J.D., George Washington University) is a partner at Stradley, Ronon, Stevens & Young, LLP in Washington DC. Dave has spent more than 20 years in public service at the U.S. Securities and Exchange Commission’s Division of Investment Management, joining the Division directly from law school and rising to become its leader, serving as Director. He is a recognized leader in the asset management industry, having developed a legacy of regulatory policy for investment advisers and investment companies, including mutual funds, exchange traded funds, closed-end funds, business development companies, unit investment trusts, and variable insurance products, and oversaw the Division’s relationships with other key functions at the SEC, including the Division of Enforcement and the National Exam Program. Prior to his appointment as Director, Dave served in a number of capacities throughout the Division, including Deputy Director and Assistant Chief Counsel. While at the SEC, Dave was awarded the Supervisory Excellence Award, Capital Markets Award, as a member of the Asset-Backed Securities Rulemaking Team, Law & Policy Award for Dodd Frank implementation, and the Asset-Management Relations Award for leadership of Division reorganization.
David M. Becker is Senior Counsel at Cleary Gottlieb Steen & Hamilton LLP, based in the Washington, D.C. office. Mr. Becker was a partner at Cleary Gottlieb from 2002 to 2009 and from 2011 to 2013.
Mr. Becker rejoined Cleary Gottlieb in 2017 after serving as Chief Legal Officer of Och-Ziff Capital Management LLP from 2014 to 2017. While at Och-Ziff Mr. Becker was responsible for all legal affairs of a large, NYSE-listed asset management firm with assets under management in excess of $30 billion.
Between 2009 and 2011 Mr. Becker served at the U.S. Securities and Exchange Commission as its General Counsel and Senior Policy Director. Mr. Becker also served as the SEC’s General Counsel from 2000 to 2002. Before joining the SEC staff in 2002, Mr. Becker had a long career in private practice.
Mr. Becker is the recipient of the 2019 William O. Douglas award given by the Association of the Association of Securities and Exchange Commission Alumni. The award is given in recognition of outstanding achievement in the securities law field.
Mr. Becker is distinguished as one of the leading lawyers in financial services regulation and securities regulation by Chambers USA. He has received similar recognition from Best Lawyers in America, The Legal Times of Washington, and Washingtonian magazine.
Mr. Becker received a J.D. degree from Columbia University Law School, where he was editor-in-chief of the Columbia Law Review, in 1973, and an undergraduate degree from Columbia College in 1968. Mr. Becker served as law clerk to the Honorable Harold Leventhal of the U.S. Court of Appeals for the District of Columbia Circuit and a year later for the Honorable Stanley Reed (retired) of the U.S. Supreme Court.
Mr. Becker is a member of the Bars in the District of Columbia and New York.
David M. Lynn is a partner in the Washington, D.C. Office of Morrison & Foerster LLP and is co-chair of the firm’s Corporate Finance | Capital Markets practice. He served as Chief Counsel of the Division of Corporation Finance at the U.S. Securities and Exchange Commission.
Mr. Lynn who provides guidance to companies, underwriters, boards of directors and other market participants on corporate finance matters, corporate governance and best practices for disclosure and compliance. In addition to being a leading authority on securities and governance issues, Mr. Lynn is particularly well known in the area of executive compensation disclosure, having co-authored “The Executive Compensation Disclosure Treatise and Reporting Guide.”
While serving as Chief Counsel of the Securities and Exchange Commission’s Division of Corporation Finance, Mr. Lynn led the rulemaking team that drafted significant revisions to the SEC's executive compensation and related party disclosure rules. Mr. Lynn re-joined the SEC as Chief Counsel shortly after adoption of the Sarbanes-Oxley Act of 2002, and served in that position until 2007. Mr. Lynn initially served on the SEC staff from 1995-2000 as an Attorney-Advisor and subsequently a Special Counsel in the Division of Corporation Finance. While in private practice from 2000-2003, he advised clients on SEC investigations, securities transactions, mergers and acquisitions and corporate governance.
Mr. Lynn is co-editor of TheCorporateCounsel.net, The Corporate Counsel, CompensationStandards.com and The Corporate Executive, which are widely read sources on securities, governance, executive compensation and corporate law matters. Mr. Lynn also has served as chair of the American Bar Association Business Law Section’s Federal Regulation of Securities Committee, co-chair of the Practising Law Institute’s Annual Institute on Securities Regulation and chairman of the Board of Trustees of the Securities and Exchange Commission Historical Society.
Mr. Lynn received his law degree from the University of Maryland Francis King Carey School of Law, where he serves as a member of the Board of Visitors, and his undergraduate and graduate degrees in economics and finance from Loyola University Maryland.
Dixie Johnson represents businesses and individuals in securities enforcement investigations and conducts internal investigations for corporate board committees and companies. As a partner on our Securities Enforcement and Regulation team and our Special Matters and Government Investigations team, Dixie serves as Deputy Practice Group Leader for Government Matters, a collection of ten government-facing practices within our firm. She appears regularly before the SEC, DOJ, FINRA, PCAOB and other federal and state authorities. Since she joined King & Spalding in early 2014, the government has closed almost thirty investigations without charging Dixie's clients.
Dixie brings to her clients solid judgment and strategic insight from over 30 years of experience in representing public companies, financial institutions, investment managers, broker-dealers, public accounting firms, boards of directors and boards of trustees, law firms, corporate officers and others. She is widely recognized as a legal industry leader in securities enforcement, regulatory compliance, corporate governance and crisis management.
Board committees call on Dixie to investigate accounting and disclosure-related whistle-blower allegations and look to her for guidance in times of crisis. She regularly interacts with lead directors, presiding directors, and non-executive board chairs from many of the largest companies in the world. She is a Fellow of the American College of Governance Counsel and served for five years as a member of the Lead Director Network, regularly interacting with lead directors, presiding directors, and non-executive board chairs from many of the largest companies in the world.
Public companies and regulated entities seek Dixie's representation in complex securities-related government investigations. C-Suite officers and other professionals look to Dixie for representation in internal and SEC or other investigations when their careers are on the line. She is a lawyer's lawyer, representing law firms and lawyers under scrutiny. She analyzes lessons learned and especially enjoys counseling clients on how to avoid problems in the future.
Chambers USA, Legal 500, Benchmark, Who’s Who, Best Lawyers and others all consistently rank Dixie as a leading lawyer, and Chambers included our practice on the 2017 short list of firms for Securities and Financial Services Regulation. In 2017, Chambers wrote that Dixie “wins praise across the board for her ‘terrific relationship with the SEC’” and noted her “expert, broad-based enforcement practice.” Dixie also has served in multiple leadership roles within the American Bar Association, including as co-Chair of the Fellows Committee, Business Law Section Chair and as Chair of the Federal Regulation of Securities Committee. She is a member of the Board of Trustees for the Legal Aid Society of Washington, D.C. and of the Board of Advisors for the SEC Historical Society. Before becoming a lawyer, Dixie served for six years as a public school teacher in Albuquerque, New Mexico.
Faiza J. Saeed is Cravath’s Presiding Partner. She advises public companies, boards of directors and special committees in connection with M&A, corporate governance and crisis management, including consensual and hostile transactions, leveraged buyouts, strategic investments, takeover defense, proxy contests and hedge fund activism.
Ms. Saeed was designated a Young Global Leader by the World Economic Forum (Davos) in 2006. In 2007, The New York Times named her one of “Wall Street’s 100 Masters of the New Universe”. She has been recognized as a “Dealmaker of the Year” three times by The American Lawyer magazine, in 2000, 2005 and 2011, and also named to its list of “45 Under 45” in 2003. She is a recipient of the Outstanding Contribution to the Legal Profession Award from Chambers and Partners (2010). In 2017, Crain’s New York Business named her one of the “50 Most Powerful Women in New York” and The Hollywood Reporter named her one of the “Top 100 Power Lawyers” in Hollywood.
Ms. Saeed has extensive deal experience across many industry sectors. Notable recent matters include advising:
Time Warner in numerous matters, including its pending $109 billion acquisition by AT&T, its investment in Hulu, the unsolicited proposal from 21st Century Fox (which was withdrawn), its defense against Carl Icahn, its divestiture of Time Warner Telecom and its merger with AOL; Precision Castparts in its $37 billion acquisition by Berkshire Hathaway; The Strategic Review Committee of the Yahoo board in the $4.8 billion acquisition of Yahoo’s operating business by Verizon; InterMune in its $8.9 billion acquisition by Roche; and DreamWorks Animation in its $4.1 billion acquisition by Comcast, its acquisition of Classic Media, the formation of Oriental DreamWorks with China Media Capital and Shanghai Media, and its spin-off IPO from DreamWorks.
Ms. Saeed received a B.A. in Economics and Molecular Biology with Highest Distinction from the University of California at Berkeley in 1987 and a J.D. magna cum laude from Harvard Law School in 1991. She joined Cravath in 1991 and was elected a partner in 1998.
George S. Canellos is a partner in the law firm of Milbank LLP and heads its litigation department. In 2014, Mr. Canellos rejoined Milbank, where he had been a litigation partner from 2003 to 2009. Until January 2014, Mr. Canellos served as Co-Director of the Securities and Exchange Commission’s Division of Enforcement. He earlier served as the Division’s Acting Director and Deputy Director. In these positions, Mr. Canellos was responsible for supervising the SEC’s nationwide enforcement efforts. From July 2009 until May 2012, Mr. Canellos was Director of the SEC's New York Regional Office, which has responsibility for oversight of many of the leading broker-dealers, investment advisers, and other SEC-registered financial institutions. Mr. Canellos began his career as an associate at Wachtell, Lipton, Rosen & Katz. In 1994, he became an Assistant United States Attorney in the Southern District of New York. During almost nine years at the U.S. Attorney's Office, Mr. Canellos held a number of positions, including Chief of the Major Crimes Unit, Senior Trial Counsel of the Securities and Commodities Fraud Unit, and Deputy Chief Appellate Attorney. Mr. Canellos is a graduate of Harvard College and Columbia University School of Law.
Harvey Pitt is CEO of global business consulting firm Kalorama Partners, and its law firm affiliate, Kalorama Legal Services. From 2001-03, Mr. Pitt was 26th SEC Chairman. Mr. Pitt served previously at the SEC (1968-78), including three years as General Counsel.
Mr. Pitt was a senior corporate partner at Fried, Frank LLP (1978-2001). He received his J.D. from St. John's University Law School (1968), and his B.A. from Brooklyn College (1965). He received an honorary St. John's LL.D. (2002).
Mr. Pitt is an independent director of Paulson & Co.’s international hedge funds and a member of their Audit Committees; is a member of Millennium Capital’s Advisory Council. In 2017, he was appointed to the Advisory board of JBS USA Holdings, Inc.
Jeanette M. Franzel served as Board Member of the Public Company Accounting Oversight Board (PCAOB) from 2012--2018. PCAOB’s mission is to oversee the audits of public companies and brokers and dealers to protect investors and further the public interest. As Board Member, Ms. Franzel provided strategic direction and review for all of PCAOB’s programs, including registration and inspections of CPA firms, enforcement, standard-setting, and research and analysis.
Ms. Franzel brought extensive audit experience to the PCAOB after a distinguished career at the U.S. Government Accountability Office (GAO). She ended her tenure as Managing Director, overseeing all aspects of GAO’s financial audits of the U.S. federal government. From 2008 through 2011, Ms. Franzel’s team provided oversight of the U.S. government’s efforts to stabilize the financial markets and promote economic recovery.
Ms. Franzel has testified before congressional committees numerous times on issues involving accountability, governance, and internal controls.
For four years Ms. Franzel was named as one of the “Top 100 Most Influential People” by Accounting Today. She was also the recipient of GAO's Distinguished Service Award, the AICPA's Outstanding CPA in Government Award, and the Association of Government Accountants’ International Achievement Award.
Ms. Franzel holds the following professional certifications: CPA, CIA, CMA and CGFM.
Jeff Kilduff is the managing partner of O’Melveny’s Washington, DC office and the Regional Head of Litigation for Washington, DC. With over 25 years of experience, Jeff is widely regarded as a leader in the field of securities litigation. He has been recognized by Chambers USA as a leading securities litigator in Washington, DC. Described by the guide as one of the area’s “major players,” Jeff earned praise for “skillfully guiding clients through difficult times.” Chambers also has recognized Jeff as a national “rising star,” commending him for strategically managing large scale proceedings. The Legal 500 describes him as a “very fine lawyer, who has great experience in the field.” Benchmark Litigation (2012) also recognizes Jeff as a star in Washington, DC and one of the star securities litigators in the country.
Jeff’s wide-ranging securities practice has included class action defense, the defense of derivative litigation on behalf of both individuals and companies, internal corporate investigations, and compliance counseling. He has also represented numerous companies and individuals in SEC, NYSE, and FINRA investigations, enforcement proceedings, and arbitrations.
Jeff has first-chaired numerous trials and arbitrations involving business disputes arising from mergers and acquisitions as well as numerous FINRA and NYSE arbitrations relating to sales practices.
Before entering private practice, Jeff was a local Washington, DC businessman and served for eight years as Vice President of a computer services company, which he co-founded in 1978.
Georgetown University, J.D., 1988: cum laude
University of Maryland, B.S., 1981: cum laude
Jim Schnurr was recently named Chief Accountant of the Securities and Exchange Commission. Prior to taking on the role of Chief Accountant of the SEC, Jim Schnurr was one of Deloitte LLP’s most senior client service partners, serving some of the firm’s largest and most complex clients. As vice chairman and senior national professional practice director from 2009 to his retirement in 2014, he was a specialist in mergers and acquisitions and financial and SEC reporting. A partner since 1985, Jim has been one of the most respected accounting professionals inside and outside Deloitte for the last twenty years.
Jim served as the advisory partner on Fannie Mae, Rockwood Holdings, TE Connectivity and Schering Plough. Jim also provided financial reporting advice and consultation to the firm’s largest financial services clients including, Blackstone Group, KKR, BlackRock, Morgan Stanley, Apollo Group Management and Lazard.
Earlier in his career, Jim’s deep expertise in accounting and SEC reporting matters lead to his appointment to lead Deloitte’s accounting consultation group and ultimately assume leadership of Deloitte’s national office. In this role, Jim was responsible for the system of quality control and risk management of the firm’s audit and advisory businesses and had primary responsibility for interacting with the SEC and PCAOB as it relates to their oversight and regulation of Deloitte’s audit practice.
Jim has broad industry experience from his eight years working in the firms Mergers & Acquisitions group and as a lead client service partner for 5 years. Jim has provided due diligence and structuring advice on more than 100 transactions serving both strategic and financial buyers and sellers. Clients served include Penn Central Corporation, Cendant and many of the largest private equity firms.
Jim has extensive experience with companies that have been spun off from the parent company including the spinoffs from Tyco and Cendant.
Jim’s calm and forthright communication style and valuable insights on accounting and SEC reporting and risk management issues has earned him the respect of his colleagues in Deloitte, as well as, with standard setters, regulators and clients. His ability to quickly analyze complex transactions and explain them to others in lay man’s terms has allowed him to effectively communicate with and reconcile differing views among the board, management, auditors and regulators. He is frequently requested to assist clients in addressing their most complex and challenging financial reporting issues.
Jim is a certified public accountant licensed in Connecticut and a member of the American Institute of Certified Public Accountants ( AICPA ) and the Connecticut Society of Certified Public Accountants. He has served on various working and advisory groups of the Financial Accounting Standards Board, the Public Company Accounting Oversight Board and the AICPA.
Jim received his BA from The College of the Holy Cross and an MBA from Rutgers University.
Jim Snyder was the SVP and General Counsel for Family Dollar Stores from 2009 until the completion of the Dollar Tree merger in July of 2015. At Family Dollar, he was responsible for the Legal and Risk Management Departments, as well as the Company’s compliance and governmental affairs functions. During his tenure at Family Dollar, the Company was faced with a number of governance challenges, including multiple activist campaigns and a hostile bid to purchase the company.
Prior to joining Family Dollar, Jim worked with The Home Depot in Atlanta, Georgia from 2001 – 2009. At Home Depot he oversaw the litigation and risk management functions with responsibility for all commercial, general liability litigation as well as insurance design and procurement. Prior to working with Home Depot he was a Litigation Partner at King & Spalding where he focused on advising clients on complex litigation matters, regulatory compliance issues and corporate compliance programs.
Mr. Snyder graduated from Wake Forest University in Winston-Salem, NC, and received his law degree with honors from the George Washington University Law School.
John Baumgardner is engaged in a wide variety of corporate and securities matters and coordinates the Firm’s practice in the investment management area. He is also a member of the Firm’s Financial Services, Investment Management, Broker-Dealer and Commodities, Futures and Derivatives Groups.
Mr. Baumgardner has represented issuers, independent trustees, advisers and underwriters of dozens of U.S. registered, publicly offered open- and closed-end investment companies, and currently concentrates on independent trustee engagements, including those sponsored by Fidelity Fixed Income Funds, Fidelity Sector Funds, and Pioneer Investments. He has represented the Investment Company Institute, the principal trade association of the mutual funds industry, on some of its most important projects. Mr. Baumgardner’s practice also includes representation of private equity and alternative investment funds and various U.S. registered broker-dealers.
Mr. Baumgardner has been a frequent speaker or panelist at conferences sponsored by the Practising Law Institute, Investment Company Institute and the New York City Bar Association. He was former chair of the Committee on Investment Management Regulation of the Association and is the Chair of the Association’s Committee on the Investment of Funds.
Mr. Baumgardner has been named in The Best Lawyers in America for more than 15 years. He has also been recognized as a leading lawyer by numerous publications.
Mr. Baumgardner is a member of the Board of Advisors of the Yale School of Music and on the Board of Directors of OperaAmerica. He is also a member of the Princeton University Advisory Council for the Department of Politics. Mr. Baumgardner was until August 2012 a director of New York City Opera.
Mr. Baumgardner is also Chairman of The Lakeville Journal Company, LLC, a community newspaper group in Northwest Connecticut.
John F. Olson is a founding partner of Gibson, Dunn & Crutcher's Washington, D.C. office. Mr. Olson represents business organizations in corporate governance, corporate securities, corporate finance and merger and acquisition matters. He has frequently led legal teams conducting internal investigations for boards of directors and board committees.
Mr. Olson is recognized as one of the nation's foremost authorities on securities, corporate governance and mergers and acquisitions law. He led the Federal Regulation of Securities and Corporate Governance Committees of the ABA Business Law Section and is a longtime member of and advisor to the Section’s Corporate Laws Committee. He has been ranked annually as one of the top securities regulation attorneys in the country by Chambers USA, as one of the top lawyers in corporate governance by Who’s Who Legal, and has been named by the International Financial Law Review as a Leading Lawyer in U.S. Mergers & Acquisitions. In 2013 he was elected to the NACD Directorship Corporate Governance Hall of Fame. He was the founding Chair of the American College of Governance Counsel.
The author and editor of many books and articles on legal issues, Mr. Olson is a Distinguished Visitor from Practice at Georgetown University Law Center where he teaches organizational governance and securities law courses.
Julie M. Riewe is a litigation partner and a member of the firm’s White Collar & Regulatory Defense Group. Her practice focuses on securities-related enforcement and compliance issues and internal investigations, and she has significant experience with matters involving private equity funds, hedge funds, mutual funds, business development companies, separately managed accounts and other asset managers. Ms. Riewe is recognized as a leading lawyer in Chambers USA (2021), where clients describe her as “very smart and talented” and “incredibly bright, very detail-oriented and very hard-working.” Clients have also commended her “depth of experience and practicality of advice.” Ms. Riewe was recognized as a Client Service All-Star by BTI Consulting in 2018.
Ms. Riewe frequently represents private equity and hedge fund firms and public companies in SEC and FINRA enforcement and internal investigations and advises companies on a variety of regulatory and enforcement issues. In addition, she and another Debevoise partner served as the SEC-ordered independent compliance consultants for the review of the valuation policies and procedures of Deer Park Road Management, a fixed income hedge fund adviser.
Prior to joining the firm, Ms. Riewe was Co-Chief of the Asset Management Unit of the U.S. Securities and Exchange Commission’s Division of Enforcement. Ms. Riewe oversaw a nationwide program of investigations focusing on investment advisers, investment companies, mutual funds, hedge funds, private equity funds and other investment vehicles managed by investment advisers. She co-led a team of nearly 80 attorneys, industry experts and other professionals in all 12 SEC offices and was responsible for directing the SEC’s asset management-related enforcement efforts. In recognition of her leadership and integrity, she received the Chairman’s Award for Excellence in Leadership in 2015.
Before her appointment to Co-Chief, Ms. Riewe was Deputy Chief and Assistant Director of the Asset Management Unit in 2012 and 2010, respectively. From 2008 to 2010, she was Branch Chief in the Enforcement Division in Washington, D.C. Ms. Riewe joined the SEC in 2005 as a staff attorney in the Enforcement Division In 2007, she earned the Ellen B. Ross Award for her performance at the SEC.
From 2000 to 2004, Ms. Riewe was a litigation associate with a major international law firm, prior to which she served as a law clerk to the Hon. Diana E. Murphy of the U.S. Court of Appeals for the Eighth Circuit from 1999 to 2000.
Ms. Riewe earned her J.D. and M.P.P. from Duke University School of Law in 1999, where she was a member of the Duke Law Journal and editor-in-chief of the Duke Journal of Gender Law & Policy. She received her A.B. from Duke University in 1993.
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
Keith Higgins is a member of Ropes & Gray’s corporate department and chair of the securities & governance practice.
Keith rejoined the firm in 2017, after having served as Director of Corporation Finance at the U. S. Securities & Exchange Commission since 2013. While in that role, Keith led the Division’s implementation of significant rulemaking under the Dodd-Frank Wall Street Reform and Consumer Protection Act, Jumpstart Our Business Startups Act (JOBS Act), and Fixing America’s Surface Transportation Act (FAST Act). He also led the Division’s Disclosure Effectiveness project and oversaw the issuance of significant interpretive guidance to companies and investors under the federal securities laws.
Prior to serving at the SEC, Keith had practiced at Ropes & Gray for more than 30 years, counseling public companies in securities offerings, mergers and acquisitions, compliance and corporate governance. Keith advises companies, their boards, and investors on matters with the SEC, including disclosure and financial statements, no-action letters, as well as SEC enforcement actions and related internal investigations.
While in private practice, Keith was recognized by Chambers, Best Lawyers, and other publications as a leading corporate and M&A lawyer in Massachusetts and nationwide.
Leslie Gardner is a Managing Director and Associate General Counsel of J.P. Morgan Chase & Co., where she has worked for over 27 years. Her current role is North America Head (and Global Co-Head) of the Banking/Capital Markets Practice Group of J.P. Morgan’s Legal Department, which covers Investment Banking, M&A/Conflicts, Equity and Debt Capital Markets, Securitized Products, Public Finance and Research. She is also a member of the extended management team of J.P. Morgan’s General Counsel. Before joining J.P. Morgan & Co. in 1992, Leslie was a senior associate attorney in the Corporate Department of Cahill Gordon & Reindel in New York.
J.P. Morgan’s Equity Capital Markets Legal team has won ILFR’s “Best In-House Equity Team – Americas” five times since 2012, and Leslie received ILFR’s “Americas Women In Business Law” award in 2014.
Leslie has been active in industry committees throughout much of her career, including as a member of the FINRA Corporate Financing Committee since 2013, the SIFMA Capital Markets Committee from 2007 to 2018 (Chairman from 2009 to 2011) and the Corporate Bond Committee of its predecessor, BMA (including as Chairman), the City Bar M&A Committee from 2005 to 2008 and the City Bar Securities Regulation Committee from 2010 to 2012.
Leslie graduated from Amherst College and from New York University School of Law, where she was the Executive Editor of the Annual Survey of American Law. She currently lives in Park Slope, Brooklyn and Woodbury, Connecticut, with her husband, Michael Glanzer, and springer spaniel, Winston – with occasional visits from their two grown children.
Leslie R. Caldwell is a partner in the San Francisco and Silicon Valley offices of Latham & Watkins LLP and is a member of the Litigation & Trial Department and White Collar Defense & Investigations Practice.
Ms. Caldwell has built a national reputation as a trusted advisor regarding internal board and corporate investigations, crisis management and response, white-collar criminal defense, and Securities and Exchange Commission (SEC) and other agency enforcement matters.
Prior to joining Latham, Ms. Caldwell served for nearly three years in the Obama Administration as Assistant Attorney General for the Department of Justice’s (DOJ) Criminal Division. In that role, for which she was nominated by President Obama and unanimously confirmed by the Senate, Ms. Caldwell led more than 600 lawyers charged with handling a wide range of criminal enforcement matters. She also oversaw development of DOJ policy, legislative, and law enforcement issues.
Linda Chatman Thomsen, who was the first woman to serve as the Director of the Division of Enforcement at the Securities and Exchange Commission, is senior counsel in Davis Polk’s Litigation Department and practices in the Washington DC office. Her practice concentrates in matters related to the enforcement of the federal securities laws. She has represented clients in SEC enforcement investigations and inquiries, in enforcement matters before other agencies, including the Department of Justice (various U.S. Attorneys Offices) and the Commodities Futures Trading Commission, in investigations and inquiries from self-regulatory agencies, including FINRA, and in internal investigations. These matters, which are typically non-public, have covered a broad range of securities related subject matters, including insider trading, foreign corrupt practices, financial reporting, manipulation and regulatory compliance. Her clients have included major financial institutions, regulated entities, public companies and senior executives.
Ms. Thomsen returned to Davis Polk in 2009 after 14 years of public service at the SEC. While there she held a variety of positions and ultimately served as the Director of Enforcement from 2005 through February 2009. During her tenure as the Director of Enforcement, she led the Enron investigation, the auction rate securities settlements, the stock options back dating cases and the expansion of the enforcement of the Foreign Corrupt Practice Act.
She is a graduate of Smith College (A.B. ’76, Government (High Honors)) and Harvard Law School (J.D. ’79).
Lorin L. Reisner is a litigation partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP in New York where his practice emphasizes white collar criminal matters, government investigations and complex business litigation. He has almost three decades of experience in senior government and private sector positions.
From January 2012 through June 2014, Mr. Reisner served as Chief of the Criminal Division of the U.S. Attorney's Office for the Southern District of New York, where he supervised the investigation and prosecution of federal crimes by a team of more than 160 Assistant U.S. Attorneys. The areas under his supervision included securities and commodities fraud, complex fraud and cybercrime, public corruption, terrorism and violent crime.
From 2009 until his appointment as Chief of the Criminal Division, Mr. Reisner served as the Deputy Director of the Enforcement Division of the U.S. Securities and Exchange Commission in Washington, DC. In that position, he helped set enforcement priorities, supervised the work of more than 900 investigative professionals nationwide and oversaw the trial and related litigation activity of the Enforcement Division. While at the SEC, Mr. Reisner helped oversee and implement the most significant reorganization of the Enforcement Division in more than thirty years and helped lead the Commission’s most significant enforcement matters. From 1996 through 2009, Mr. Reisner was a litigation partner at an international law firm based in New York.
Mr. Reisner served as an Assistant U.S. Attorney in the Southern District of New York from 1990-1994. He served as a law clerk to the Honorable Milton Pollack of the Southern District of New York from 1986-1987, received his undergraduate degree from Brandeis University in 1983 and his J.D. from Harvard Law School in 1986.
Maeve O’Connor is a litigation partner whose practice focuses on securities litigation, shareholder litigation and complex commercial matters. She represents public and private companies as well as their boards and officers in high stakes litigation and regulatory matters around the country. She is Co-Chair of the firm’s Securities Litigation Practice and she spent six years as a member of the firm’s Management Committee.
Maeve is recognized as a leading lawyer by Chambers USA and The Legal 500 US. She is also recognized as a "Litigation Star" and as one of the "Top 250 Women in Litigation" in the IFLR Benchmark Litigation Guide. She is a co-author of Takeovers: A Strategic Guide to Mergers & Acquisitions (Wolters Kluyer Law & Business).
Prior to joining Debevoise, Maeve served as a Law Clerk to the Honorable H. Lee Sarokin, U.S. Court of Appeals for the Third Circuit. Ms. O’Connor received her J.D. from Yale Law School and her B.A. magna cum laude from Harvard University, where she was elected to Phi Beta Kappa.
Marc Wyatt was named Director of the Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (OCIE) and its National Exam Program in November 2015. Marc joined the SEC in 2012 as a senior specialized examiner, focusing on hedge funds and private equity, and was the national co-chair of OCIE’s Private Fund Specialized Working Group. Marc participated in the creation of the Private Fund Examination Unit in OCIE and served as co-head. In October 2014, he was named OCIE’s Deputy Director, leading the office’s Technology Controls Program. Marc began serving as OCIE’s Acting Director in April 2015 before being named the Director.
Before coming to the SEC, Marc was a principal and senior portfolio manager of a global multi-strategy hedge fund. Prior to that, he was a senior investment banker in the U.S. and U.K.
Marc is a Chartered Financial Analyst and holds a B.S. in economics from the University of Delaware and M.B.A. from Duke University’s Fuqua School of Business.
Mark J. Gentile is co-chair of the Corporate Department of Richards, Layton & Finger, Delaware’s largest law firm. Mr. Gentile has served as Delaware counsel on some of the world’s largest M&A transactions. Considered “an expert on Delaware transactional law and corporate governance” (Chambers USA), he is one of Delaware’s leading advisors on complex mergers and acquisitions, divestitures, recapitalizations, and corporate governance issues. His clients are major corporations and their officers, directors, board committees, and stockholders.
Mr. Gentile is an appointed member of the American Bar Association’s Committee on Corporate Laws. He is on the Planning Committee of the Tulane Corporate Law Institute, and served as co-chair of the PLI Directors’ Institute on Corporate Governance from 2016 to 2020. Mr. Gentile is a frequent lecturer regarding corporate law and business combinations at securities and corporate law symposiums around the country.
A fellow of the American College of Governance Counsel, Mr. Gentile is recognized in Chambers USA, The Legal 500, The Best Lawyers in America, and several other ranking directories. He received a JD, cum laude, from Boston University School of Law, where he was managing editor of the Law Review.
Meredith Cross is a partner in the Securities and Transactional Departments in the New York and Washington D.C. offices 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 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 Steering Committee of the Securities Regulation Institute, 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 Trustees of the SEC Historical Society and the Board of Governors of the Wilmer Eye Institute at Johns Hopkins.
MICHELE J. HOOPER is President and CEO of The Directors’ Council which works with major companies to improve the effectiveness of their corporate governance. With over 20 years of corporate board experience, Ms. Hooper is an audit committee financial expert with significant experience leading the audit committees of several major companies, a highly regarded governance expert and business leader.
Ms. Hooper serves on the corporate boards of directors of PPG Industries, Inc. (Chair, Audit Committee) and UnitedHealth Group (Chair, Nominating and Governance). Ms. Hooper retired in April 2012 from service on the AstraZeneca PLC board (Senior Independent Director and Chair, Audit Committee). Until its sale in July, 2011 Ms. Hooper served on the board of Warner Music Group (Senior Independent Director and Chair, Audit Committee). Ms. Hooper retired as Chair of the Audit Committee and board member of Target Corporation, and previously was a board and audit committee member of Seagram Company Ltd. and DaVita Corporation.
Ms. Hooper is President, NACD Chicago Chapter and recently retired from the National board of the National Association of Corporate Directors (NACD). She has been a commissioner on the 2004 through the 2015 NACD Blue Ribbon Commissions on governance including Strategy Oversight, Board-Shareholder Communications, Director Liability, Risk Oversight, and Board Evaluations. Ms. Hooper served as co-chair of the 2010 NACD Blue Ribbon Commission on Audit Committees. Ms. Hooper is a board member and former Vice Chair of the Center for Audit Quality (CAQ), a public policy advocacy organization serving public company auditors, investors, and capital markets. She is Chair of the CAQ Working Group focused on Deterring and Detecting Financial Reporting Fraud. Ms. Hooper is also a senior advisor to CamberView Partners, an independent, investor-focused advisory firm for public companies. A Directorship Top 100 in Corporate Governance awardee, Ms. Hooper is a frequent panelist, speaker, faculty member, and boardroom advisor on governance and board committee issues.
Previously, Ms. Hooper served as President and Chief Executive Officer of Voyager Expanded Learning and of Stadtlander Drug Company, Inc. Prior to joining Stadtlander, Ms. Hooper was Corporate Vice President, Caremark International Inc, and President of the International Business Group, responsible for the expansion of Caremark into Europe, Canada and Japan. Ms. Hooper began her career at Baxter International and from 1988 to 1992, as President of Baxter Canada, Ms. Hooper led Canada’s largest health care and laboratory supplies company.
Ms. Hooper is a member of The Economic Club of Chicago, the Commercial Club of Chicago, the World President’s Organization (WPO), Executive Leadership Council (ELC), The Committee of 200, and The Chicago Network.
Ms. Hooper earned an MBA in Finance and Accounting at the University of Chicago and a BA in Economics at the University of Pennsylvania.
Michele M. Anderson is an Associate Director in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. As a member of the Division’s senior leadership team, Ms. Anderson is responsible for oversight of the disclosure review program for public companies and the work of the division’s offices of Mergers and Acquisitions, International Corporate Finance, and Structured Finance. She also oversees rulemaking initiatives and no-action, interpretive, and exemptive positions taken by the Division on domestic and cross-border mergers and acquisitions transactions, multinational offerings, and offerings by foreign issuers in the United States.
Ms. Anderson has been a member of the staff at the SEC since 1998. From 2008 to 2015, she served as Chief of the Division of Corporation Finance’s Office of Mergers and Acquisitions, overseeing the regulation of domestic and cross-border M&A transactions as well as the statutory and regulatory interpretive functions of the SEC as they relate to tender offers, mergers, contested and other non-routine proxy solicitations, going private transactions, reorganizations, debt restructurings and beneficial ownership reporting. Prior to that, she served in a variety of positions in the Division, including branch chief of the group responsible for the review of the federal securities law filings, including registration statements, periodic reports and proxy materials, made by telecommunication companies and service providers.
In addition to her duties at the SEC, Ms. Anderson served as an Adjunct Professor of Law at the Georgetown University Law Center, where she taught the course “Takeovers, Mergers and Acquisitions.” She received her B.A., magna cum laude, Phi Beta Kappa, from the University of Colorado at Boulder and her Juris Doctorate from the University of Colorado Law School.
Pamela S. Tikellis is a name partner and member of the Firm’s Executive Committee. Upon graduating from law school, Ms. Tikellis served as a law clerk in the nationally recognized Court of Chancery in Wilmington, Delaware. Before joining the Firm, Ms. Tikellis engaged in significant shareholder litigation practice. In 1987, she opened the Delaware office of the Firm, where she is a resident.
Ms. Tikellis served as Co-Lead Counsel in the class action challenging the $21 billion management-led buyout of Kinder Morgan, Inc., In re Kinder Morgan, Inc. Shareholders Litigation, Consol. C.A. No. 06-C-801 (Kan.). That action resulted in the creation of a $200 million settlement fund the largest common fund in a merger and acquisition settlement. She served as Lead Counsel in the class action challenging Roche Holding’s buyout of Genentech, Inc., In re Genentech, Inc. Shareholders Litigation, Civil Action No. 3911-VCS. The litigation was settled shortly after the Court of Chancery held a hearing on Plaintiffs’ motion for a preliminary injunction and prior to the closing of a transaction. The settlement provided for, among other things, the additional $4 billion in consideration paid to the minority shareholders in the transaction.
From 2011-2014, Ms. Tikellis served as Co-Lead Counsel in the Court of Chancery derivative litigation City of Roseville Employees Retirement System, et. al. v Lawrence J. Ellison, et. al., C.A. No. 6900-CS. This action arose out of Oracle Corporations acquisition of Pillar Data Systems, Inc. and alleged that the acquisition of Pillar was unfair to Oracle to Ellison’s benefit. The Court approved the settlement of this case in August, 2014, resulting in Mr. Ellison’s agreeing to return 95% of the amount Oracle pays for Pillar back to Oracle. The settlement created a benefit for Oracle and its shareholders valued at $440 million and is one of the larger derivative settlements in the history of the Court of Chancery.
From 2012-2015, Ms. Tikellis served as Co-Lead Counsel in In re Freeport-McMoran Copper & Gold Inc, C.A. No. 8145-VN, a derivative action arising out of Freeport-McMoran Copper & Gold Inc.’s agreement to acquire Plains Exploration Production Co. and McMoran Exploration Production Co. The Court approved the settlement of this case in April, 2015, resulting in a dividend to be paid to Freeport stockholders, a credit redeemable by Freeport for financial advisory assignments, and other corporate governance enhancements. The settlement created a benefit for Freeport and its shareholders valued at nearly $154 million and is one of the largest stockholder derivative settlements and also believed to be the first to ensure the benefits of such a settlement flow to stockholders in the form of a cash dividend.
Named repeatedly in Chambers and Partners as a Leading Individual, Ms. Tikellis is “very experienced and very hard-working” and a “very effective litigator.” “She has significant expertise in securities fraud, antitrust and other complex litigation.”
Paul Dudek is counsel in the Washington, D.C. office of Latham & Watkins. Mr. Dudek joins Latham after 23 years as Chief of the Office of International Corporate Finance in the US Securities Exchange Commission’s (SEC) Division of Corporation Finance.
Mr. Dudek’s practice covers all aspects of cross-border capital market transactions involving non-US companies and sovereigns, as well as related regulatory matters.
In his previous role, Mr. Dudek oversaw the Office’s efforts to develop and implement rulemaking initiatives and interpretive policies pertaining to US public and private offerings, listings and other transactions and periodic reporting by foreign private issuers in the US and multinational offerings by foreign and domestic issuers, especially with respect to Regulation S, Rule 144A, Form 20-F and Securities Act and Exchange Act filings by foreign private issuers, the Multijurisdictional Disclosure System (MJDS), American depositary receipts (ADRs) and International Financial Reporting Standards (IFRS).
Mr. Dudek has deep and rich experience in SEC registrations. During his tenure as Office Chief, more than 2,000 foreign private issuers completed their initial registrations with the SEC, including through traditional global or US-only IPOs, privatizations, spin-offs, straight listings and M&A transactions, and many sovereign issuers completed their initial US registered debt offerings. Similarly in that time, numerous foreign corporate and governmental issuers effected a wide range of follow-on capital markets transactions in SEC registered offerings.
Among his recent efforts, Mr. Dudek led various initiatives relating to IFRS, and he helped implement rulewriting and other projects under the Dodd-Frank Act of 2010 and the JOBS Act of 2012, including projects relating to cross-border derivatives transactions, the extra-territorial application of the anti-fraud provisions of the federal securities laws, and amendments to Rule 144A.
Mr. Dudek also served as the Commission’s representative to the Corporate Governance Committee of the Organization for Economic Co-operation and Development (OECD). He completed significant work relating to international organizations, including the International Organization of Securities Commissions (IOSCO) and the Financial Stability Board.
Prior to joining the SEC, Mr. Dudek was in private practice in New York, where he advised a range of foreign and US companies and financial intermediaries on capital markets transactions.
Mr. Dudek was an adjunct professor at Georgetown University Law Center.
Wayne leads the service delivery for the Foreign Private Issuer practice in PwC’s SEC Services Group – which is part of the National Professional Services Group. Wayne is currently a consultant for PwC after retiring from the partnership in 2019. He supports international clients in addressing complex accounting - both IFRS and US GAAP - and reporting matters including those that are unique to the SEC regulatory requirements. He is a member of the Firm’s SEC Leadership Team. He is a member of the AICPA International Practices Task Force, the Board of Directors of the Association of SEC Alumni and the Advisory Board of PLI’s SEC Institute.
From 2011 to 2019, Wayne was a partner in PwC’s SEC Services Group supporting both domestic and international clients on resolving complex accounting and financial reporting issues. He developed PwC’s position and published guidance on various SEC reporting matters. He met with boards of directors, audit committees, external legal counsel and company executives to advise on complex or contested financial reporting situations and develop a course of action. Wayne was named to the 2013 Global Accounting Power 50 by the International Accounting Bulletin.
From 1997 to 2007, Wayne was a Partner in PwC’s SEC Services Group and for most of this time led the Foreign Private Issuer practice. He assisted clients and engagement teams in addressing US GAAP, PCAOB standards and SEC reporting issues primarily for FPIs. Wayne was also responsible for publishing the Firm’s policies and procedures on matters relating to US GAAP, PCAOB standards and SEC reporting matters relating to FPIs and developing training for partners and staff outside of the US. Wayne was a member of the following groups: AICPA International Practices Task Force; PwC Global International Financial Reporting Standards Board; PwC Global 404 Steering Committee.
From 1981 to 1991, Wayne held various positions including senior manager and worked on public and non-public companies in various industries.
US Securities and Exchange Commission – Division of Corporation Finance:
From 2007 to 2011, Wayne was Chief Accountant of the Division of Corporation Finance where he was responsible for planning and developing policies programs, procedures, and training relating to financial reporting matters with respect to the work of the Division. He rendered decisions on financial reporting matters relating to the public companies that file with the SEC. He was responsible for guidance published by the Division on financial reporting matters including the Financial Reporting Manual and Compliance and Disclosure Interpretations relating to financial reporting matters. Wayne jointly authorized the issuance of Staff Accounting Bulletins and assisted in drafting a number of Commission rules on a variety of subjects. He worked with the FASB, EITF, PCAOB and IASB in addressing issues of mutual interest. He also served as an observer to the PCAOB’s Standing Advisory Group.
From 1991 to 1997, Wayne held various positions including Associate Director, Deputy Chief Accountant, Associate Chief Accountant and Staff Accountant. He was a member of the Senior Executive Service and was a recipient of the Andrew Barr Award.
Wayne has published articles in several professional magazines on SEC reporting matters and other accounting/auditing matters including: Accountancy in the UK, Contaduria Publica in Mexico; Der Schweizer Treuhander in Switzerland and The CPA Journal. He is a former member of the Editorial Advisory and Review Board for Accounting Horizons.
Wayne is a graduate of Alfred University and is a Certified Public Accountant in New Jersey.
Ralph Ferrara's practice includes a wide range of litigation, business regulatory and corporate governance matters. He represents corporations and individuals in complex securities class and shareholder derivative actions, advises corporate clients on Securities and Exchange Commission reporting and disclosure requirements, represents corporations and individuals in government investigations and enforcement proceedings, conducts corporate internal investigations, handles consumer financial services issues and counsels corporate officers and boards on all of these matters. Mr. Ferrara has argued on five occasions before the United States Supreme Court on cases, appeared in each of the U.S. Circuit Courts of Appeal and represented clients in state and federal courts across the country.
Prior to joining Proskauer, Mr. Ferrara was associated with two internationally ranked law firms where he served as Managing Partner of the Washington, DC office for one of the firms and also served on the firm’s Management Committee. Ralph also served as General Counsel of the Securities and Exchange Commission from 1978-1981. In that capacity, he argued several cases before the United States Supreme Court including: Burks. v. Lasker; Transamerica Mortgage Advisors, Inc. v. Lewis; Aaron v. Securities and Exchange Commission; and Steadman v. Securities and Exchange Commission. During his career with the Securities and Exchange Commission, Ralph was appointed as Chief of Staff or Special Counsel to three Chairmen.
Mr. Ferrara has authored many books and treatises, as well as numerous articles for academic and professional journals and has lectured before a number of associations and institutes. Included among his publications are: Debt Despair & Deliverance: Commentary and Analysis on The Consumer Financial Protection Bureau (Wolters Kluwer Law & Business, 2011); Consumer Financial Protection Bureau Reporter with Practice Commentary and Analysis, 4 vols. (Wolters Kluwer Law & Business, 2011); Takeovers: A Strategic Guide to Mergers and Acquisitions (Aspen Law & Business, 2011); Ferrara on Insider Trading and the Wall (Law Journal Press, 2d ed., 2001); Managing Marketeers: Supervisory Responsibilities of Broker-Dealers 2nd Investment Advisers (CCH, 2000); Shareholder Derivative Litigation: Besieging the Board (Law Journal Seminars-Press, 2008 and updates); Ferrara on Insider Trading and the Wall (Law Journal Press, 1995 and updates); Takeovers II: A Strategist's Manual for Business Combinations in the 1990s (Butterworths, 2d ed., 1993); Beyond Arbitration: Designing Alternatives to Securities Litigation (Butterworths, 1991); Stockbroker Supervision: Managing Stockbrokers and Surviving Sanctions (Butterworths, 1989); Redeeming Fallen Brokers: Managing the Aftermath of Broker-Dealer Enforcement Proceedings (Butterworths, 1988); Takeovers: Attack & Survival (Butterworths, 1987); Securities Practice: Federal and State Enforcement (Callaghan, 1985 and updates).
Richard H. Walker is a member of King & Spalding, specializing in crisis management, cross-border government investigations and complex financial litigation, litigation assessment, corporate governance and compliance issues.
Mr. Walker retired from Deutsche Bank in 2016 after over 14 years, during which time he served in the roles of Vice Chairman, General Counsel and a member of the Group Executive Committee at different times.
Prior to joining Deutsche Bank, Mr. Walker served as the Director of the Division of Enforcement of the United States Securities and Exchange Commission from April 1998 to September 2001. For over two years prior to his appointment to that position, Mr. Walker served as the Commission’s General Counsel. He is the only person in the agency’s history to have served in both of these senior roles. Prior to his appointment as General Counsel, Mr. Walker was the Regional Director of the Commission’s Northeast Regional Office from 1991 through 1995.
Mr. Walker was awarded the Presidential Rank Distinguished Service Award in 1997 -- the highest federal award for government service. He also received the Commission’s Distinguished Service Award in 2000 and the Chairman’s Award for Excellence under both Chairman Levitt in 2000 and Chairman Breeden in 1992. In 1997, he was awarded the Commission’s Law and Policy Award in recognition of his participation in the government’s victory in U.S. v. O’Hagan, in which the United States Supreme Court upheld the misappropriation theory of insider trading.
Prior to joining the Commission, Mr. Walker spent 15 years in the New York office of Cadwalader, Wickersham & Taft, where he was a litigation partner specializing in corporate, securities, and commercial litigation. From 1975 to 1976, Mr. Walker served as law clerk to the Honorable Collins J. Seitz, former Chief Judge of the United States Court of Appeals for the Third Circuit. Mr. Walker is a 1972 Phi Beta Kappa graduate of Trinity College. In 1975, he was awarded his J.D. degree, cum laude, by Temple Law School, where he served as Editor-in-Chief of the Temple Law Quarterly.
Mr. Walker is a Trustee Emeritus of The American Folk Art Museum, former Co-Chair of The American Friends of Bucerius and a member of the Board of Directors of Pro Bono Partnership. He previously was a member of the Board of Directors of MBIA, Inc. (2006-2008) and served on the NYSE Legal Advisory Committee (2001-2005). He is also a member of Temple University Beasley School of Law Board of Visitors and served as a member of Trinity College Board of Fellows.
Mr. Walker is a frequent lecturer on banking, securities and corporate governance topics and has been an adjunct professor at the University of Pennsylvania Law School where he co-taught a course in crisis management in the 2017 and 2018 Fall semesters.
Rob Khuzami currently serves as Deputy United States Attorney in the United States Attorney’s Office for the Southern District of New York.
From July 2013 until January 2018, Rob was a partner in the Government & Internal Investigations Practice Group at Kirkland & Ellis LLP.
Rob served for four years (2009-13) as Director of Enforcement for the United States Securities and Exchange Commission.
From 2002 to 2009, Rob worked at Deutsche Bank AG in New York, serving first as Global Head of Litigation and Regulatory Investigations (2002-04) and then as General Counsel for the Americas (2004-09).
From 1990 to 2002, Rob served as an Assistant U.S. Attorney in the United States Attorney’s Office for the Southern District of New York, where he tried ten criminal trials to verdict. For three years (1999-2002), Rob served as Chief of that Office’s Securities and Commodities Fraud Task Force. Rob was also a member of the prosecution team in United States v. Abdel Rahman, et al., the then-largest terrorism trial in U.S. history that resulted in the conviction of Omar Ahmed Ali Abdel Rahman, and nine co-defendants for operating an international terrorist organization responsible for, among other things, the 1993 bombing of the World Trade Center, the 1990 murder of Rabbi Meir Kahane, and the July 1993 plot to bomb the United Nations, the Lincoln and Holland Tunnels, and the FBI Headquarters.
From 1984 to 1990, Rob was an associate at Cadwalader, Wickersham & Taft in New York.
From 1983 to 1984, Rob was a law clerk to the Hon. John R. Gibson of the United States Court of Appeals for the Eighth Circuit.
Rob is a 1983 graduate of Boston University School of Law, where he served as Editor-in-Chief of the American Journal of Law and Medicine, and a 1979 magna cum laude graduate of the University of Rochester, with a B.A. in political science and philosophy.
Robert E. Spatt has been a corporate Partner at Simpson Thacher & Bartlett LLP in New York since 1987, where he focuses on corporate and corporate governance advice to public and private company boards of directors, and mergers, acquisitions and restructurings for buying and selling companies, their financial advisors, control stockholders, leveraged buyout firms and special committees of boards of directors. Rob graduated from Brown University (A.B. 1977) and University of Michigan Law School (J.D., 1980 magna cum laude; Order of the Coif). He was admitted to the New York State Bar in 1980. Rob has published various articles on M&A subjects and regularly serves as a faculty member for leading M&A seminars and institutes. Rob is the Co-Chairman Emeritus of the Tulane Corporate Law Institute, one of the country’s leading M&A institutes. Rob has beenrepeatedly named one of the leading M&A lawyers in numerous legal publications, including Chambers Global World’s Leading Lawyers for Business and Chambers USA America’s Leading Lawyers for Business. He has also been repeatedly listed as a top Corporate Governance or M&A lawyer in Euromoney’s Expert Guides “The Best of the Best”, and in Who’s Who Legal; and has been included in Lawdragon’s “Lawdragon 500 Leading Lawyers in America” since its inception in 2005, and featured on the cover spread for the 2009 annual issue. Rob was named “Dealmaker of the Week” by The American Lawyer in mid-2013 and recognized by Law360 as an “MVP” in M&A for 2014. Among other philanthropic activities, Mr. Spatt is a member of the Board of Directors of the Calvary Fund of Calvary Hospital, and has for many years been a member of the Executive Committee of the Lawyers Division of UJA Federation of New York and co-led the UJA campaign at Simpson Thacher.
In addition, Rob has also worked on approximately $350 billion of announced deals from October 2013 to date through his active practice representing financial advisors in some of the largest M&A transactions, including among many others, the financial advisors for Virtu Financial in its announced acquisition of KCG Holdings, for Reynolds American in its announced $49 billion merger with British American Tobacco, for ARIAD in its merger with Takeda, for Regency Centers in its $15.6 billion merger with Equity One, for Post Properties in its merger with MAA, for Axiall Corporation in its acquisition by Westlake Chemical, for Progressive Waste in its merger with Waste Connections, for InvenTrust Properties in its divestiture of University House and for Dow in its announced $130 billion merger of equals with DuPont.
Samuel C. Scott III is the retired Chairman, President and Chief Executive Officer of Corn Products International, Inc.
Scott serves on the board of Motorola Solutions, Inc., where he is Chairman of The Governance and Nominating Committee. He also serves on the Board of Directors of The Bank of New York Mellon Corporation where he is Chairman of the Human Resources and Compensation Committee and on the Board of Directors of Abbott Laboratories. Scott also serves on the boards of Northwestern Memorial HealthCare, The Chicago Council on Global Affairs, The Chicago Urban League, and World Business Chicago. He is also Chairman of the Chicago Sister Cities International Program.
Scott received both a bachelor’s degree in engineering in 1966 and a master’s degree in business administration in 1973 from Fairleigh Dickinson University in Teaneck, N.J. He is a native of Jersey City, New Jersey, and presently resides in Chicago, Illinois.
Simon M. Lorne has served in a wide variety of public sector, academic and private sector positions during the course of his career. In the public sector, he was General Counsel of the United States Securities and Exchange Commission from 1993 to 1996. In the academic sphere, he served as the co-director of Stanford Law School’s Directors’ College from 1999 to 2016, and is an adjunct professor at the New York University Law School and the NYU Stern School of Business. He has previously held positions on the faculties at the University of Pennsylvania Law School and the University of Southern California Law School.
In the private sector, Mr. Lorne is currently the Vice Chairman and Chief Legal Officer of Millennium Management LLC, an alternative asset manager responsible for approximately $45 billion (as of June 2020) in assets under management, with offices throughout the world. He has held that position since 2004. Prior to joining Millennium he was a partner in the Los Angeles-based law firm of Munger, Tolles & Olson LLP (from 1972 to 1993 and again from 1999 to 2004); the global head of internal audit at Salomon Brothers (now a unit of Citigroup) (from 1996 to 1998); and the global head of Compliance at Citigroup (1998-1999). He also serves on the Board of Directors and chairs the audit committee of Teledyne Technologies, Inc., was Chairman of the Alternative Investment Management Association (2016-2020), and is on the Board of a number of nonprofit organizations. In 2015, he was selected as one of the 100 most influential corporate directors by the US National Association of Corporate Directors.
Mr. Lorne has authored two books (“Acquisitions and Mergers: Negotiated and Contested Transactions,” and “A Director’s Handbook of Cases”), three practitioner-oriented monographs and a number of articles in law reviews, magazines and other publications. He is a frequent speaker at academic and industry symposia dealing with issues in the areas of securities regulation, securities law more broadly, and internal controls.
Mr. Lorne is a graduate of Occidental College, with an A.B. (cum laude, Phi Beta Kappa), and the University of Michigan Law School (J.D., magna cum laude).
Stan Keller, Of Counsel in Locke Lord's Boston office, has extensive experience in corporate and securities law matters, and has worked on regulatory developments with officials at all levels in the SEC. He advises both public and private companies on a wide range of issues and transactions.
Stan chaired the American Bar Association's Federal Regulation of Securities Committee during the height of the Sarbanes-Oxley era, and in that capacity had responsibility for interacting on behalf of the private bar with the SEC, other governmental officials and the stock exchanges. He was actively involved with the ABA's Task Force dealing with the SEC's attorney conduct rules, with the ABA Task Force on Corporate Responsibility and with the ABA Task Force on Attorney-Client Privilege. He also was chair of the ABA Legal Opinions Committee and Audit Responses Committee, and he has been actively involved in the ABA's Corporate Laws Committee as a member, special adviser and special reporter for the 2016 Revision of the Model Business Corporation Act.
Stan is a member of the TriBar Opinion Committee and was the reporter for its Remedies Opinion Report and its Report on Preferred Stock Opinions. He is co-chair of the Boston Bar Association's Task Force on Revision of the Massachusetts Business Corporation Law, which drafted the current Massachusetts corporation statute (Chapter 156D), and chaired the BBA's Business Law Section, Corporation Law Committee, and Legal Opinions Committee, as well as the Massachusetts Bar Association's Business Law Section and Corporation Law Committee.
Stan lectures widely for continuing legal education organizations, and has written and edited many articles and treatises on corporate, securities law and professional responsibility matters.
Stephanie R. Breslow is co-head of the Investment Management Group and a member of the firm’s Executive Committee. She maintains a diverse practice that includes liquid funds, private equity funds and the structuring of investment management businesses. She focuses her practice on the formation of private equity funds (including LBO, mezzanine, distressed, real estate, litigation finance and venture) and liquid-securities funds (including hedge funds, hybrid funds, credit funds and activist funds) as well as providing regulatory advice to investment managers. She also represents fund sponsors and institutional investors in connection with seed-capital investments in fund managers and acquisitions of interests in investment management businesses and funds of funds and other institutional investors in connection with their investment activities, including blockchain technology and virtual currency offerings and transactions.
Recently serving as chair of the Private Investment Funds Subcommittee of the International Bar Association, Stephanie is a founding member and former chair of the Private Investment Fund Forum, a member of the Advisory Board of former Third Way Capital Markets Initiative, a former member of the Board of Directors and current member of 100 Women in Finance, a member of the Board of Visitors of Columbia Law School and a member of the Board of Directors of the Girl Scouts of Greater New York. Stephanie has received the highest industry honors. She was named to the inaugural Legal 500 US Hall of Fame in the category of “Investment Fund Formation and Management: Alternative/Hedge Funds.” Stephanie is also listed in Chambers USA: America’s Leading Lawyers, Chambers Global: The World’s Leading Lawyers, Crain’s Notable Women in Law, IFLR1000, Best Lawyers in America, Who’s Who Legal: The International Who’s Who of Business Lawyers (which ranked her one of the world’s “Top Ten Private Equity Lawyers”), Who’s Who Legal: The International Who’s Who of Private Funds Lawyers (which ranked her at the top of the world’s “Most Highly Regarded Individuals” list), Who’s Who Legal: Thought Leaders: Global Elite, Who’s Who Legal: Thought Leaders: Private Funds, Expert Guide to the Best of the Best USA, Expert Guide to the World’s Leading Banking, Finance and Transactional Law Lawyers, Expert Guide to the World’s Leading Women in Business Law and PLC Cross-border Private Equity Handbook, among other leading directories. Stephanie was named the “Private Funds Lawyer of the Year” at the Who’s Who Legal Awards 2014 and the Euromoney Legal Media Group’s “Best in Investment Funds” and “Outstanding Practitioner,” both at the Americas Women in Business Law Awards. She is also recognized as one of The Hedge Fund Journal’s 50 Leading Women in Hedge Funds and was named one of the 2012 Women of Distinction by the Girl Scouts of Greater New York. Stephanie’s representation of leading private investment funds has won numerous awards, including most recently Law360’s Asset Management Practice Group of the Year. She is a much sought-after speaker on fund formation and operation and compliance issues, and she regularly publishes articles on the latest trends in these areas. Stephanie co-authored Private Equity Funds: Formation and Operation (Practising Law Institute), co-authored Hedge Funds: Formation, Operation and Regulation (ALM Law Journal Press), contributed a chapter on “Hedge Fund Investment in Private Equity” for inclusion in PLC Cross-border Private Equity Handbook 2005/06 (Practical Law Company), contributed a chapter on “Advisers to Private Equity Funds — Practical Compliance Considerations” for Mutual Funds and Exchange Traded Funds Regulation, Volume 2 (Practising Law Institute), and wrote New York and Delaware Business Entities: Choice, Formation, Operation, Financing and Acquisitions (West) and New York Limited Liability Companies: A Guide to Law and Practice (West).
Stephanie received her J.D. from Columbia Law School and her B.A., cum laude, from Harvard University.
Steven A. Rosenblum has been a partner at Wachtell, Lipton, Rosen & Katz since 1989 and serves as co-chair of the firm’s Corporate Department. He focuses on mergers and acquisitions, takeover defense, corporate governance, shareholder and hedge fund activism, proxy fights, joint ventures and securities law. Mr. Rosenblum has been recognized by Chambers Global as one of the world’s leading transactional lawyers and by Lawdragon as one of the 500 leading lawyers in America. He has been selected several times, including in 2019, as a BTI Client Service All-Star by the BTI Consulting Group for his level of dedication and commitment to exceptional client service.
Mr. Rosenblum’s recent significant representations include: Nielsen in the spinoff of its Connect business; Edgewell Personal Care in its acquisition of Harry’s; Envision Healthcare in its sale to KKR; General Motors in its proxy contest with Greenlight Capital; Verizon in its acquisition of Yahoo’s core businesses; Michael Dell in Mr. Dell’s and Silver Lake’s buyout of Dell, Inc. (for which Mr. Rosenblum was named Dealmaker of the Year by The American Lawyer), in Dell’s acquisition of EMC, and in Dell’s Class V stock exchange that took Dell public again; Visa in its acquisition of Visa Europe; Target in the sale of its pharmacy business to CVS; Smucker’s in its acquisition of Big Heart Pet Brands; Energizer in the spinoff of its household products business; Verizon in its acquisition of Vodafone’s 45% interest in Verizon Wireless; tw telecom in its sale to Level 3 Communications; Cracker Barrel in its four consecutive proxy fight victories over Biglari Holdings; PPG Industries in the spinoff and sale of its specialty chemicals business to Georgia Gulf, and in the sale of its joint venture interest in Transitions Optical to Essilor; the board of General Motors in the repurchase of its common stock from the United States Treasury; Ralcorp in its takeover defense and subsequent sale to ConAgra; and Duke Energy in its merger with Progress Energy. He has also previously represented AT&T in a number of transactions, including the acquisitions of McCaw Cellular, Teleport, TCI and Media One, the IPOs and spinoffs of Lucent and AT&T Wireless, and the sales of AT&T Broadband to Comcast and AT&T to SBC, as well as representing AT&T Wireless in its investment from NTT DoCoMo and its sale to Cingular.
Mr. Rosenblum received his J.D. from Yale Law School in 1982 and his B.A. from Harvard College magna cum laude and Phi Beta Kappa in 1978. Prior to joining the firm, he was a law clerk to the Honorable Joseph L. Tauro, United States District Court Judge for the District of Massachusetts.
Mr. Rosenblum is a member of the American Law Institute, the American College of Governance Counsel, and the Board of Advisors of the Yale Law School Center for the Study of Corporate Law. He writes and participates in panels and programs on a number of topics and has served as co-chair of the Annual Federal Securities Institute in Miami since 2005.
Tom Cole is a partner in Sidley’s Chicago office. He joined the firm upon graduation from The University of Chicago Law School in 1975 and became a partner in 1981. For 15 years ended in April 2013, he served as chair of the firm’s Executive Committee, the committee that exercises general authority over the affairs of the firm. In April 2014, he stepped down as a member of the Executive Committee (on which he had served since 1987) and as a member of the firm's Management Committee (on which he had served since 1988). Throughout his tenure in firm leadership (and afterward), he has maintained a robust practice on behalf of clients.
Mr. Cole focuses his practice on public company mergers and acquisitions and corporate governance. Mr. Cole is consistently recognized by Chambers USA and Chambers Global, including in their most recent editions. In 2001, Mr. Cole was recognized by Chambers Global as one of the 26 U.S. lawyers included in its list of the “Global 100 Lawyers”—“lawyers who stand out from their colleagues and are recognized internationally.” He was designated an M&A “Dealmaker of the Year” for 2007 by The American Lawyer. He was selected for BTI Consulting’s “Client Service All-Star” team in 2008, 2011 and 2014. In 2010 and 2013, he was named to “The Directorship 100,” the NACD’s list of “the most influential people in the boardroom community.”
Corporate governance assignments have included advising public company boards and their standing and special committees on a variety of subjects, including shareholder activism and proxy contests. For the five years ended 1998 and beginning again in 2013, he has taught the seminar on corporate governance at The University of Chicago Law School. Mr. Cole taught the same seminar at Harvard Law School during the Spring Semester of 2015.
He has been involved in approximately 60 announced public company mergers, spin-offs and takeover defenses.
Mr. Cole has been active in many civic, charitable and professional organizations. He is currently a member of the Board of Trustees of The University of Chicago. He served as Chairman of the Boards of Northwestern Memorial Healthcare and Hospital. He is a former co-chair of the Tulane Corporate Law Institute and former chair of Northwestern’s Garrett Corporate and Securities Law Institute.
William McLucas is a senior partner in the Washington, DC office of WilmerHale LLP specializing in Securities. Mr. McLucas is chair of the firm's Securities Department and is one of the most sought-after advisors to public companies, boards of directors, audit committees and special committees dealing with corporate crises and related issues. He joined the firm after serving for more than eight years as Director of Enforcement for the Securities and Exchange Commission under Chairman Richard Breeden and Chairman Arthur Levitt. He represents public companies, investment banks, accounting firms and advisors to mutual funds facing a variety of corporate and market crises, as well as Securities and Exchange Commission investigations.
In addition, Mr. McLucas has overseen numerous audit committee and special committee inquiries and has also represented numerous corporate executives and directors in connection with Securities and Exchange Commission investigations.
Mr. McLucas is a frequent speaker on panels and programs on topics pertaining to securities laws, corporate governance and law enforcement, and has written extensively on these topics as well.
Brad Karp has been the Chairman of Paul, Weiss since 2008. One of the country’s leading litigators and corporate advisers, Brad has successfully guided numerous Fortune 100 companies, global financial institutions and other companies and individuals through “bet the company” litigations, regulatory matters, internal investigations, and corporate crises. Prior to being named chairman, Brad chaired the firm’s Litigation Department. Brad has spent his entire career at Paul, Weiss, beginning as a summer associate.
Brad has received dozens of industry awards and recognitions. Brad has been selected as the “Attorney of the Year” by the New York Law Journal and by Lawdragon, the “Litigator of the Year” by The American Lawyer and by Benchmark Litigation/Euromoney, and one of the most innovative lawyers in the United States by the Financial Times. Brad received the “Special Achievement Award” from the Financial Times in recognition of his legal achievements and leadership of Paul, Weiss. Brad has repeatedly been named by the National Association of Corporate Directors as one of the most influential people in the boardroom. The New York Law Journal awarded Brad its first-ever Impact Award, in recognition of Brad’s “significant and lasting impact on the legal community in New York.” Brad received the William Nelson Cromwell Award from the New York County Lawyers Association in recognition of his “unselfish service to the profession and the community.”
Brad speaks and writes frequently on business litigation, securities litigation and corporate governance. He has spoken at more than 600 conferences and has lectured at Harvard Law School, Yale Law School, Columbia Law School, NYU Law School and The Federal Judicial Center. Brad has written more than 600 articles on business litigation and corporate governance issues. For the past 36 years, Brad has written a monthly column for the New York Law Journal, “Second Circuit Review,” which analyzes developments in the Court of Appeals for the Second Circuit. Brad is a frequent contributor to the Harvard Law School Forum on Corporate Governance and Financial Regulation.
Brad frequently speaks out and writes about pressing issues of social justice. In 2020, Brad authored three op-eds concerning responses to the coronavirus pandemic: “We Need Obama, Bush and Clinton to Beat the Coronavirus” (March 2020, The American Lawyer); “The Legal Community Must Protect Workers and Small Businesses From Coronavirus Fallout” (March 2020, The American Lawyer); and “Protecting the Rule of Law in Times of Coronavirus” (April 2020, Bloomberg International). Brad is also active in the community, serving on more than 30 public interest, educational, cultural and charitable boards.
Brad is a 1984 graduate of Harvard Law School and clerked for The Honorable Irving R. Kaufman, former Chief Judge of the U.S. Court of Appeals for the Second Circuit.
David oversees the work of the Division’s Office of Chief Counsel. The office provides guidance to public companies on registration, reporting and other compliance matters. The office also annually responds to hundreds of requests to exclude shareholder proposals.
Previously, David was Assistant General Counsel in the SEC’s Office of General Counsel. There, he advised the Division and the Commission on a number of rulemakings, including implementation of the Sarbanes-Oxley Act, the Dodd-Frank Act, and the JOBS Act.
Before joining the Office of General Counsel in 1997, David spent three years as an enforcement attorney in the SEC’s San Francisco Regional Office. Prior to that, he spent eight years in private law practice.
David received his bachelor’s degree from the University of California at Berkeley in 1982 and his law degree from Georgetown University in 1986.
Elaine H. Mandelbaum is General Counsel of Interactive Brokers LLC and Senior Vice President of IBG LLC, an automated global electronic broker-dealer. In her role, she is responsible for the global legal team of Interactive Brokers. Prior to that, Elaine worked for Citigroup for 21 years, most recently as Head of Litigation and Regulatory Investigations for Citi’s Institutional Clients Group (ICG). Prior to starting at Citigroup, Ms. Mandelbaum was a litigation attorney at the New York office of Jones, Day, Reavis & Pogue, and previously at Paul, Weiss, Rifkind, Wharton & Garrison.
Elaine is the current President of the SIFMA Compliance & Legal Society, and has served on the SIFMA C&L’s Executive Committee for over a decade. Elaine was previously Vice Chair of the FINRA National Adjudicatory Council, the appellate body for decisions rendered in FINRA disciplinary and membership proceedings. Elaine serves on the Board of Directors of the Legal Action Center and of the National Council of Jewish Women, and was the recipient of the 2015 “Woman Who Dared” Award from the NCJW.
Elaine is a frequent speaker at PLI, SIFMA and other industry conferences on topics relating to complex securities litigation, corporate governance, internal and regulatory investigations and issues relating to women in the securities industry. She is an honors graduate of Yale College and of Harvard Law School.
Ethan is partner and head of US Corporate and M&A in New York. His practice comprises corporate, board of directors, M&A and SEC matters.
He has been repeatedly named a “BTI Client Service All-Star” based on the survey of general counsels of the Fortune 1000, and “Most Valuable Practitioner” in M&A, as well as having been selected, for a number of different assignments, as Dealmaker of the Year, Dealmaker of the Week and Dealmaker in the Spotlight by The American Lawyer and The Deal, and as a recipient of the Burton Award for Legal Achievement for writing on fiduciary duties. He is recognized as one of the country’s leading corporate lawyers in every major guide.
Ethan has helped a number of companies prevail against, manage and work constructively with “activist stockholders,” including in scenarios where these stockholders have board seats, are seeking board seats and do not have board seats. Experience includes responding to Brave Warrior, Corvex, Duquesne, Elliott, Franklin Mutual, Harbinger, Icahn, JANA, Paulson, Pershing Square, Relational, Starboard and Trian. For this and other work on behalf of clients, his former firm was ranked in Tier 1 for Shareholder Activism: Advice to Boards by Legal 500 US.
Previously, he clerked for the Honorable Robert P. Patterson, Jr. of the U.S. District Court for the Southern District of New York, served as Counselor to Chief Justice László Sólyom of the Hungarian Constitutional Court, and developed and participated in law reform projects in Eastern Europe under the auspices of the Soros Foundation and, later, Central European University.
Ethan has had essays and articles published in Law360, The Recorder, The Deal, Corporate Board Member, Directors Monthly, ABA Business Law, M&A Lawyer, Harvard Law School Forum on Corporate Governance, Deal Lawyers, The M&A Journal, and Insights, and was interviewed on video on the 2020 M&A outlook for Bloomberg, the role of insider stockholders in M&A transactions for The New York Times – Deal Book, and for the Conference Board about M&A risks for boards and management teams arising in connection with internal forecasts, the roles of insiders, and fundless, LP, and lesser-known sponsors.
For over two decades, Mr. Silk’s practice has focused on representing institutional investors on matters involving federal and state securities laws, accountants’ liability, and the fiduciary duties of corporate officers. A senior member of the firm's Management Committee, Mr. Silk is one of the partners who oversee the firm's new matter department, in which he, along with a group of financial analysts and investigators, counsels institutional clients on potential legal claims. He also advises creditors on their rights with respect to pursuing affirmative claims against officers and directors, as well as professionals both inside and outside the bankruptcy context.
Among other significant matters, Mr. Silk prosecuted a number of actions arising out of the financial crisis, and helped clients recover billions of dollars on investments in residential mortgage-backed securities and other mortgage-related structured investment products in actions against JPMorgan, Goldman Sachs, Deutsche Bank and Morgan Stanley, among other major financial institutions. Mr. Silk was one of the principle attorneys in the securities litigation against the General Motors Company arising from a series of misrepresentations concerning the quality, safety, and reliability of the Company’s cars, and helped recover $300 million for investors.
Mr. Silk was recognized by The National Law Journal in its inaugural list of “Litigation Trailblazers & Pioneers” —one of the leading lawyers in the country who have changed the practice of litigation through the use of innovative legal strategies — in no small part for the critical role he played in helping the firm’s investor clients recover massive losses in the wake of the financial crisis, among other matters. In addition, Lawdragon magazine has named him one of the "100 Securities Litigators You Need to Know," one of the "500 Leading Lawyers in America," and one of America's top 500 "Rising Stars" in the legal profession. Recognized as one of an elite group of notable national practitioners by Chambers USA, Mr. Silk is also named as a "Litigation Star" by Benchmark, and is recommended by the Legal 500 USA guide in the field of plaintiffs’ securities litigation.
A regular commentator for the business media on television and in print, he has appeared on NBC's Today, and CNBC's Power Lunch, Morning Call, and Squawkbox programs, and has been featured in The New York Times, Financial Times, Bloomberg, The National Law Journal, and the New York Law Journal.
Greg joined the Financial Conduct Authority’s predecessor, the Financial Services Authority, in 2008 as a lawyer in Enforcement and has experience of a broad range of enforcement investigations, including cases of mis-selling and misconduct by senior managers. Greg has particular experience of dispute resolution through settlement and of large scale customer compensation programmes.
Greg has led FCA Enforcement’s Relationship Management and Strategy Team, with in-depth experience of the strategy for referring cases to Enforcement and coordinating “early interventions” – where Enforcement assists Supervision to stop or mitigate ongoing risks to consumers and markets.
Greg currently heads Enforcement’s Law, Policy and International department. He oversees Enforcement’s input into all new policy and legislation, and overseas Enforcement’s relations with international regulators, including the FCA’s response to the over 1,000 requests it receives each year from international regulators asking for assistance on their investigations.
Prior to joining the FCA, Greg was a commercial litigation lawyer in London specialising in financial services litigation, representing subjects of regulatory investigations, advising clients on regulatory matters, and conducting internal investigations.
Jonathan K. Youngwood is Co-Chair of the Firm’s Litigation Department. For more than 20 years, Jon has represented financial institutions, corporations, executives and boards of directors in a wide range of high-profile litigations, arbitrations and regulatory investigations. His practice focuses on matters involving securities, antitrust and ERISA law as well as M&A litigation.
In 2017, Jon was the recipient of the “Securities Lawyer of the Year” award by Euromoney’s Benchmark Litigation, an award that recognizes the country’s leading litigators, and was also honored as a “Distinguished Leader” by the New York Law Journal. Chambers and Partners consistently recognizes Jon as a leading securities litigator, describing him as a “very well-respected lawyer with a tremendous reputation, and is very good in the courtroom”; “the best lawyer on his feet - he is incredibly comfortable before judges and panels”; a “smart, focused and creative lawyer who brings the required intensity to the job.” Chambers also recognizes him as “a detail-oriented litigator with the ability to get to the nub of an issue” who “has extensive securities knowledge” and “flair for written work and oral advocacy.” He is recognized as a “Leading Lawyer” by The Legal 500, where market commentators describe him as “very talented”; who has a “client-oriented approach”; “technically superb, bright and articulate”; an “outstanding securities litigator”; and “smart, hardworking and extremely professional.” Jon has also been recognized by Benchmark Litigation as a “Top 10 Nationwide Securities Star”; and is consistently recognized as a national and New York “Litigation Star” in Securities Litigation, where sources have described him as “one of the smartest lawyers I know. He not only is hardworking, but he has the ability to be both a big-picture thinker and also pay incredible attention to detail.”
He edits the Securities Law Alert, a monthly newsletter published by the Firm, is the Co-Chair of PLI’s annual program entitled “Handling a Securities Case: From Investigation to Trial and Everything in Between,” and received the Burton Award for Achievement in Legal Writing.
Among a number of significant pro bono achievements, Jon served on the Simpson Thacher team that achieved a finding (after a seven-month trial) that the New York City public schools fail to provide a constitutionally adequate education.
Jon received his B.A. with honors from Brown University in 1990. He received his J.D. in 1994 with honors from the University of Chicago, where he served as Comments Editor of The University of Chicago Law Review. He also holds a Master of Public Policy from The University of Chicago (1992). Jon joined Simpson Thacher in 1995 following a one-year clerkship with Hon. Dennis G. Jacobs of United States Court of Appeals for the Second Circuit. He became a Partner in 2003.
Mr. Truesdell is co-head of Davis Polk’s global Capital Markets Group. The Financial Times identified him as one of the 10 most innovative individuals nationwide in its 2011 “U.S. Innovative Lawyers” special report. He was also named one of the country’s 3 “Most Influential Lawyers” in Finance and Capital Markets by The National Law Journal, which credited him with helping “hoist the economy back to its feet” and named Transatlantic Finance Dealmaker (U.S.) by American Lawyer in 2015.
Mr. Truesdell represents clients in U.S. and international capital markets transactions and advises on corporate governance and securities market regulation. He has represented investment banks, including Banc of America/Merrill Lynch, Barclays Capital, Citi, Credit Suisse, Goldman Sachs, J.P. Morgan and Morgan Stanley, as well as a variety of corporate clients. He has extensive experience with a wide variety of both public and private debt and equity offerings by U.S. and non-U.S. issuers, including initial public offerings, convertible offerings and high-yield debt financings.
Professor Hamermesh is a graduate of Haverford College (1973) and Yale Law School (1976). He practiced law with Morris, Nichols, Arsht & Tunnell, in Wilmington, Delaware from 1976 to 1994.
Prof. Hamermesh is a member and former chair of the Council of the Corporation Law Section of the Delaware State Bar Association (responsible for the annual review and modernization of the Delaware General Corporation Law). From January 2010 to June 2011, he served as senior special counsel in the Office of Chief Counsel of the Division of Corporation Finance of the U.S. Securities and Exchange Commission in Washington, D.C. (advising the Staff of the Commission on matters of state corporate law).
Prof. Hamermesh was the Reporter for the Corporate Laws Committee of the American Bar Association Business Law Section (responsible for the drafting and revision of the Model Business Corporation Act) from 2013 to 2020, and from 2001 to 2007 was an elected member of the Committee. In 2002 and 2003 he also served as Reporter for the American Bar Association’s Task Force on Corporate Responsibility.
Recent publications include: A Babe in the Woods: An Essay on Kirby Lumber and the Evolution of Corporate Law, 45 Del. J. Corp. L. 125 (2020); Finding the Right Balance in Appraisal Litigation: Deal Price, Deal Process, and Synergies, 73 Bus. Law. 961 (Fall 2018) (with Michael Wachter); The Importance of Being Dismissive: The Efficiency Role of Pleading Stage Evaluation of Shareholder Litigation, 42 J. Corp. L. 597 (2017) (with Michael Wachter); A Most Adequate Response to Excessive Shareholder Litigation, 45 Hofstra L. Rev. 147 (2016); Director Nominations, 39 Del. J. Corp. L. 117 (2014); and Loyalty’s Core Demand: The Defining Role of Good Faith in Corporation Law, 98 Geo. L. J. 629 (2010) (with Leo E. Strine, Jr., R. Franklin Balotti, and Jeffrey M. Gorris).
Steve is a corporate and securities partner at Wilson Sonsini Goodrich & Rosati where he practices out of the Firm’s Palo Alto office. From 2009 – 2012, Steve was the CEO of the Firm.
Steve has served as an advisor to the SEC and Nasdaq on a variety of securities law, governance, financial reporting and capital formation matters. He was extensively involved in the development of Nasdaq’s rules with respect to corporate governance reform and other listing standards, and served as Co-Chair of the Nasdaq Listing and Hearing Review Council. Steve was a member of the SEC Advisory Committee on Smaller Public Companies, which was charged with evaluating the current securities regulatory system, including the impact of the Sarbanes Oxley Act. Many of the Committee’s recommendations have since been adopted as rule changes by the SEC. From 2012 to 2018, Steve served two terms as a member of the Federal Reserve Bank of San Francisco’s Board of Directors.
Steve served as one of two attorneys on the IPO Task Force where he was extensively involved in designing the IPO-related provisions of the Jobs Act of 2012, including confidential submissions and testing the waters.
From 2002 – 2009, Steve was a lecturer on corporate and securities law at the UC Berkeley School of Law, where he designed and taught the Venture Capital and IPO Law course. He has also been a guest lecturer at Harvard Law School, Stanford Law School, the Stanford Graduate School of Business and UC Berkeley’s Haas School of Business.
Steve has published many articles in the areas of securities law and corporate governance. He was the Co-Chair of PLI’s Annual Institute on Securities Regulation in New York from 2007 – 2011.
Thomas J. Kim is a partner in the Washington D.C. office of Gibson, Dunn & Crutcher where he is a member of the firm’s Securities Regulation and Corporate Governance Practice Group. Mr. Kim focuses his practice on a broad range of SEC disclosure and regulatory matters, including capital raising and tender offer transactions and shareholder activist situations, as well as corporate governance and compliance issues. He also advises clients on SEC enforcement investigations involving disclosure, registration and auditor independence issues.
Mr. Kim has extensive experience handling regulatory matters for companies with the SEC, including obtaining no-action and exemptive relief, interpretive guidance and waivers, and responding to disclosures and financial statement reviews by the Division of Corporation Finance.
Mr. Kim served at the SEC for six years as the Chief Counsel and Associate Director of the Division of Corporation Finance, and for one year as Counsel to the Chairman. As Chief Counsel, Mr. Kim was responsible for the Division’s no-action, interpretive and exemptive positions. He also led several rulemaking initiatives including eliminating the prohibition on general solicitation in Rule 506 and Rule 144A offerings, the concept release on the U.S. proxy system, and the interpretive release on the use of company websites.
Before joining Gibson Dunn, Mr. Kim was a partner with Sidley Austin LLP. Prior to his tenure at the SEC, Mr. Kim served as Corporate and Securities Counsel for General Electric.
Mr. Kim has been recognized by Chambers USA in the Securities Regulation: Advisory category since 2015. He is also recognized by Best Lawyers in America, Who’s Who Legal, and the NACD Directorship 100 and is a Fellow of the American College of Governance Counsel. Mr. Kim is the Chair of the Northwestern Pritzker Law School’s Annual Securities Regulation Institute. He also chairs the ABA’s Securities Law Opinions Subcommittee of the Federal Regulation of Securities Committee. As a past member of the ABA’s Committee on Corporate Laws, he edited two editions of the ABA’s Corporate Director’s Guidebook.
Mr. Kim earned his J.D., magna cum laude, from Harvard Law School and was an editor of the Harvard Law Review. He earned his B.A., summa cum laude, from Yale College.
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.”
Shelley E. Parratt is Deputy Director of the SEC’s Division of Corporation Finance. In this capacity, Ms. Parratt oversees the Division’s disclosure review program, which is responsible for assisting over 7,000 reporting companies in meeting their disclosure obligations under the federal securities laws. Ms. Parratt also assists the Director in strategic planning for the Division and in developing Division policy and operational procedures.
Ms. Parratt served as Acting Director of the Division during the first half of 2017 and the first half of 2009, overseeing all disclosure review, rulemaking and other Division operations. She received a MBA from Syracuse University and a BA from St. Lawrence University.
Aitan Goelman became the Director of the Division of Enforcement in the CFTC in June 2014. After graduating from Yale Law School in 1993, Mr. Goelman spent a year clerking for Justice Aharon Barak on the Supreme Court of Israel before beginning his career in the DOJ Attorney General’s Honors Program. As an Honor Graduate, Mr. Goelman was initially a trial lawyer in the Terrorism and Violent Crime Section in the Department of Justice’s Criminal Division. After the Oklahoma City Bombing in 1995, Mr. Goelman was appointed Special Attorney to the U.S. Attorney General on the OKBomb Task Force and served as a trial lawyer in the federal trials of Timothy McVeigh and Terry Nichols, for which he was awarded the Attorney General’s Award for Distinguished Service. From 1998 until 2003, Mr. Goelman was an Assistant U.S. Attorney for the Southern District of New York, where he investigated and prosecuted various federal crimes, including RICO, conspiracy, and wire, mail, bank and securities fraud. From 2003 until 2014, Mr. Goelman was a litigation partner at Zuckerman Spaeder in Washington, DC, where his practice focused on white-collar crime and complex commercial litigation. He is an adjunct law professor at George Washington University, where he teaches a course on the role of the federal prosecutor. In his 20 years practicing law, Mr. Goelman has tried more than 50 cases to verdict.
David Harms advises clients on securities and corporate law matters, including capital markets transactions, SEC requirements, corporate governance and broker-dealer regulation. He is a partner in the New York office of Sullivan & Cromwell, LLP.
Francesca L. Odell is a partner based in the New York office. Ms. Odell’s practice focuses principally on transactions in Latin America, specializing in capital markets, restructurings, mergers and acquisitions, private equity transactionsand project finance.
Ms. Odell is internationally distinguishedas one of the best corporate lawyers practicing in the region by Chambers Global, Chambers USA, Chambers Latin America, Latinvex, The Legal 500 U.S., The Legal 500 Latin America and Latin Lawyer 250: Latin America’s Leading Business Law Firms. In 2014, Ms. Odell was recognized by The American Lawyer as a “Dealmaker of the Year” for her work advising Petrobras.
Ms. Odell has extensive experience advising on debt and equity offerings by Latin American issuers, including Açucar Guarani, Banco Cruziero do Sul, Bancolombia, BIC Banco, Brazil Pharma, Brookfield Incorporações, Construtora Tenda, Copa Holdings, GP Investments, Iguatemi Empresa de Shopping Centers, Le Lis Blanc Deux Comércio e Confecções de Roupas, Multiplus, Oi, PDG Realty, Redecard, Ser Educacional, Suzano Papel e Celulose, TAM Airlines and Technos, among many others.
Ms. Odell regularly advises Petrobras in a variety of matters, including its US$67 billion SEC-registered global equity offering, its SEC-registered offering of €3.05 billion and £600 million senior notes, its US$11 billion SEC-registered multi-tranche notes offering, the largest-ever debt offering by an emerging markets company, and most recently, its $2.5 billion SEC-registered century bond offering, reported to be the largest century bond offering to date and the first by a Brazilian issuer.
Ms. Odell joined the firm in 1996 and became a partner in 2005. Ms. Odell is a member of the Bar of New York. Her native language is English, and she is fluent in Spanish and Portuguese.
Ms. Odell received a J.D. degree from New York University School of Law, where she was a staff editor of the Journal of International Law & Politics. She received B.A. from the University of Wisconsin - Madison.
Mary Connell Lifton has been covering cross border transactions for over ten years, with a particular emphasis on Latin America. She served as Vice President & Counsel in Credit Suisse’s Investment Banking Legal Department in New York from 2010 to 2016, where her practice included coverage of US equity and debt capital markets as well as sole coverage of the firm’s Latin American capital markets transactions. Prior to joining Credit Suisse, Ms. Lifton practiced as part of Cleary Gottlieb Steen & Hamilton LLP’s Latin American group, representing both issuers and underwriters on Latin American securities transactions. She graduated from Northwestern University School of Law in 2003, and clerked for the Honorable Arthur Alarcón of the Ninth Circuit Court of Appeals in Los Angeles from 2003-2004. Ms. Lifton graduated from Princeton University in 1997 with a degree in Spanish literature and Latin American Studies. She lived in Costa Rica prior to attending law school. Ms. Lifton is admitted to the bar in New York and California and is fluent in Spanish.
Neila B. Radin is a Senior Vice President and Associate General Counsel of JPMorgan Chase & Co. with legal responsibility for corporate law, mergers and acquisitions, private equity, corporate securities issuances and funding, and disclosure issues affecting the Corporation. She is a graduate of New York University, B.A. (magna cum laude) and the Harvard Law School, J.D. She previously served as Chair of the Securities Law Committee and President of the New York Chapter of the Society of Corporate Secretaries & Governance Professionals.
Sebastian Gomez Abero is the Chief of the Office of Small Business Policy in the Division of Corporation Finance of the Securities and Exchange Commission. 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. Previously, Mr. Gomez was a Special Counsel in the Office of Chief Counsel in the Division of Corporation Finance. Before joining the SEC, Mr. Gomez practiced securities law in the Washington DC office of Hogan Lovells. He received his law degree from Northwestern University School of Law and his B.S. in computer science from Bridgewater College.
Susie Huang is a Vice Chairman of Investment Banking and a Managing Director in the Mergers & Acquisitions Department at Morgan Stanley, based in New York.
Susie was a Financial Analyst at Morgan Stanley from 1984-86 and rejoined in 1990 as an Associate, both in the M&A Department. She worked in the Firm’s Hong Kong office in 1993-94, was named a Vice President in 1994, Principal in 1996 and Managing Director in 1999. Susie has worked on a number of notable transactions, including: the sale of Cubist to Merck; the sale of Taminco to Eastman Chemical; the sale of Wyeth to Pfizer, the sale of Pharmasset to Gilead, P&G’s RMT/split-off of Folgers with Smuckers and its sale of Pringles, GlaxoSmithKline’s acquisition of Human Genome Sciences, Shire’s acquisition of Viropharma, Alkermes’ acquisition of Elan Drug Technologies, the sale of Chattem to sanofi-aventis, Philips’ acquisition of Respironics, Reckitt Benckiser’s acquisition of Schiff Nutrition, and BP’s sale of Innovene. She chairs the Firm’s Executive Women’s Conference for Morgan Stanley’s senior women clients. She serves on the Board of Visitors for the John Sloan Dickey Center at Dartmouth College and on the Business Committee of the Metropolitan Museum of Art.
Susie earned an AB in History from Dartmouth College in 1984 and a JD and MBA from Columbia University in 1990.
As Vice Chairman, Stakeholders & Client Service, Mike is responsible for overseeing PwC’s Government, Regulatory Affairs & Public Policy Office. In this role, Mike engages with a broad range of regulators, government agencies, legislative bodies, and non-government organizations important to PwC and its clients.
Mike has more than 30 years of professional experience with PwC.
Prior to his appointment as a Vice Chairman, he was the firm's Managing Partner, Assurance Quality where he led PwC's U.S. Assurance National Office (National Office). National Office functions include: Accounting Services; SEC Services; Risk Management; Strategic Thought Leadership; and Auditing Services Methods and Tools. In this role he was also responsible for PwC's Assurance Learning & Development, Regulatory Relations, and Inspections groups.
Prior to his appointment as a Managing Partner, Mike held other National Office leadership positions including: U.S. National Office Leader; U.S. Chief Accountant; U.S. Risk Management Leader; and National Office Accounting Consulting Partner. Prior to joining the National Office, he served as a Global Engagement Partner on a number of multinational SEC registrants focused primarily in the chemical/industrial products sector.
Mike served on PwC's U.S. Board of Partners and Principals, including the Finance, Governance, and Clients and Strategy committees.
From 2010-2016 Mike served as member of the Public Company Accounting Oversight Board's (PCAOB) Standing Advisory Group (SAG). He also served on The Center for Audit Quality's (CAQ) Professional Practice Executive Committee (PPEC) which he chaired from 2011-2016. Mike is a frequent speaker at profession related events and is a member of the AICPA and PICPA.
Ms. Garnett is an Associate Director for Disclosure Operations in the SEC’s Division of Corporation Finance. As a member of the Division’s senior leadership, Ms. Garnett is responsible for oversight of the disclosure review program for public companies. From 2000-2010, she served as an Assistant Director in the Division, supervising the filing review process for companies in the real estate and investment services industries. Previously, she served as Special Counsel and Attorney-Advisor in the Division of Corporation Finance. Prior to joining the Commission, Ms. Garnett was in private practice, concentrating in general corporate and securities law matters. In addition to her duties at the SEC, Ms. Garnett was an adjunct professor in the LL.M program for Securities and Financial Regulation at Georgetown University Law Center from 2005-2012. Ms. Garnett is a graduate of Dartmouth College and the University of Texas School of Law.