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Annual Disclosure Documents 2015


Speaker(s): Amy J. Dorfmeister, Christoph A. Pereira, Deborah C. Lofton, Doreen E. Lilienfeld, Edward A. Hauder, Era Anagnosti, Joan E. McKown, John Roe, Keir D. Gumbs, Kenneth R. Lench, Lillian Brown, Mary J. Mullany, Michael L. Hermsen, Peter W. Hennessey, Richard H. Grubaugh, Ronald O. Mueller, Sandra L. Flow, Scott Lesmes, Todd J. Russo
Recorded on: Dec. 7, 2015
PLI Program #: 59062

Amy Dorfmeister is a partner in Ernst & Young’s Philadelphia office with over 20 years of experience primarily serving clients in the life sciences and health industries. Amy works closely with and for multi-location, complex public and private high growth companies bringing experience in accounting and auditing services, financial reporting, SEC registration statements and reporting, public and private offerings and advisory services related to mergers and acquisitions and transaction support. Amy serves publicly traded global organizations and venture and private equity backed companies in the region.

Amy is a member of the EY Philadelphia office Diversity & Inclusiveness Council and plays an active role in EY’s professional women’s network.  Amy also served as the East Central Region Initial Public Offering Leader and is the CPA partner champion for the office.

Amy received a BS in Accounting from American University and is a member of Pennsylvania BIO, the Healthcare Financial Management Association, and currently serves on the Board of Directors of the Boys and Girls Club of Philadelphia.


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

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

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


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

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

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

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


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

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

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


John Roe is Head of ISS Analytics, the global data and intelligence arm of Institutional Shareholder Services. In this capacity, John also oversees the development of ISS’ quantitative methodologies covering compensation evaluation and governance scoring and coordinates the firm’s thought-leadership initiatives. Among other methodologies, this includes pay-for-performance quantitative assessment, ISS Governance QualityScore, and the quantitative aspects of the ISS Equity Plan Scorecard.

John frequently speaks at special events such as the New York Stock Exchange Governance Series, the Wall Street Journal Global Compliance Symposium, the Canadian Society of Corporate Secretaries, and the National Association of Stock Plan Professionals.

John has been widely quoted in the press on the topics of compensation, governance, and disclosure, including in the Wall Street Journal, Reuters, BusinessWeek, REIT magazine, and numerous local and regional publications.

Previously, John led Advisory & Client Service at ISS Corporate Solutions (ICS), a wholly owned subsidiary of Institutional Shareholder Services, where he grew and led a team of governance, executive compensation, and ESG experts.

Prior to ICS, John was Chief Operating Officer and Chief Compliance Officer of a registered institutional investor. John also served on the White House staff, was a consultant with McKinsey & Company, and served as a military officer.

 


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

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

Honors and Rankings

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


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

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

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

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


Lillian Brown is a partner in the Transactional and Securities Departments and a member of the Corporate Practice Group in WilmerHale's Washington, DC office. Ms. Brown joined the firm in 2013, after having worked at the Securities and Exchange Commission (SEC) in the Division of Corporation Finance since 1999. In her time at the SEC, among other roles, Ms. Brown served as Senior Special Counsel to the Director of the Division of Corporation Finance, working directly with three different Directors, and Special Counsel in the Office of Mergers and Acquisitions. Ms. Brown advises clients, including public companies and their boards, on federal securities law compliance and corporate governance matters. She has extensive experience in SEC reporting and disclosure requirements, shareholder proposal and proxy matters, the federal securities laws relevant to control-related transactions, proxy access and shareholder activism and engagement. Ms. Brown works with a diverse range of companies, from Fortune 500 to private companies, spanning multiple industries including financial services, technology, entertainment, consumer products, security, biotechnology and retail.

Professional Activities

Ms. Brown serves as Chair of the American Bar Association's Federal Regulation of Securities Committee Subcommittee on Proxy Statements and Business Combinations. She is also a member of the NASDAQ Hearings Panel and the Society of Corporate Secretaries and Governance Professionals, and is an Advisory Board member for the Securities Regulation Institute. Ms. Brown previously served as an elected member on the DC Bar's Corporation, Finance and Securities Law Steering Committee from 2014–2017.

Ms. Brown is a frequent speaker and author on corporate governance and SEC reporting and disclosure-related topics.

Community Involvement

Ms. Brown is Chair of the Capitol Hill Day School Board of Trustees.

 


Mary Mullany is a partner in the Business and Finance Department of Ballard Spahr LLP, located in the firm’s Philadelphia office. She is a member of the Securities, mergers and Acquisitions/Private Equity, Health Care, Employee Benefits and Executive Compensation and Life Sciences/Technology practice groups of Ballard Spahr.

Ms. Mullany concentrates her practice in the areas of securities disclosure, executive compensation (equity and cash-based), mergers and acquisitions, corporate financing (public and private), corporate governance, health care law, general corporate law, and business counseling. Her client base includes public and private companies in a variety of industries, including health care, life science/biotech, technology, manufacturing and utilities. She also represents start-up entities in health care. Before becoming an attorney, Ms. Mullany was a registered nurse with experience in critical care and risk management. She received her Bachelor of Science degree in Nursing from the University of Pennsylvania, her Master in Nursing Administration from Widener University and her J.D. from Villanova University.


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

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

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

Education

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


Peter W. Hennessey is an experienced corporate and securities attorney who represents public and private companies, investment banks, and venture capital firms in a broad range of capital markets transactions. Mr. Hennessey handles initial public, follow-on, and secondary equity offerings, and investment-grade, high-yield, and convertible debt offerings.

Mr. Hennessey represents public and private companies in general corporate and securities law matters, Sarbanes-Oxley compliance, and exchange-listing standards. He advises public companies on stock exchange listing and compliance requirements under the Securities Exchange Act of 1934. He also represents private companies and venture capital firms in capital raising transactions, and represents both buyers and sellers in strategic M&A transactions.


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

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

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


Ronald Mueller joined the Washington, D.C. Office of Gibson, Dunn & Crutcher in 1986 and works in the securities regulation and corporate governance area with an emphasis on proxy and disclosure issues, executive compensation, and corporate transactions.

Mr. Mueller was named by BTI Consulting Group as a 2014 BTI Client Service All-Star for delivering “outstanding legal skills enveloped in a rare combination of practical business knowledge, extraordinary attention to client needs and noteworthy responsiveness.”  In 2017, Chambers USA recognized Mr. Mueller as a top Securities: Regulation attorney. He is listed in the 2016 edition of The Best Lawyers in America® in the categories of corporate governance law, corporate compliance law, and securities regulation.  In 2015, Mr. Mueller was also recognized in Who’s Who of Corporate Governance Lawyers by Who’s Who Legal.  Mr. Mueller is a past chair of the Subcommittee on Employee Benefits and Executive Compensation of the Committee on Federal Regulation of Securities, Section of Business Law, American Bar Association.  He is a frequent speaker and author on securities and corporate governance matters, including developments in proxy disclosures and proxy contests, the SEC's disclosure requirements, corporate governance developments, Section 16 rules, and executive compensation issues.

From 1989 to 1991, Mr. Mueller worked as legal counsel to Commissioner Edward H. Fleischman at the United States Securities & Exchange Commission (SEC).  While at the SEC, Mr. Mueller worked on many of the matters before the Commission, including executive compensation rules, enforcement matters and regulatory initiatives.

Mr. Mueller received his J.D., from Columbia Law School in 1986, where he was both a Harlan Fisk Stone Scholar and a James Kent Scholar, and his B.A., magna cum laude, from Vanderbilt University in 1982.


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

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

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

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

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


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

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


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

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

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


Era Anagnosti is the Legal Branch Chief in the Office of Financial Services I in the Division of Corporation Finance at the U.S. Securities and Exchange Commission.  Working in Disclosure Operations, Ms. Anagnosti manages and supervises the work of the attorneys engaged in the analysis and review of filings made under the Securities Act of 1933 and the Securities Exchange Act of 1934.  Previously, Ms. Anagnosti served as an Attorney-Advisor in Disclosure Operations in the Office of Manufacturing and Construction and the Disclosure Standards Office.  She was a member of the Office of Chief Counsel’s shareholder proposal task force for the 2010-2011 proxy season.  Prior to joining the Commission in 2007, Ms. Anagnosti practiced corporate and securities law with Pillsbury Winthrop Shaw Pittman and DLA Piper.  She is an internationally trained attorney, and is licensed to practice law in New York and California.  In 1996, she received an LL.M. degree from Temple University Beasley School of Law.


  • Leading Advisor and Practical Thought Leader: Ed is known industry-wide as a leading advisor on executive compensation matters. He serves on CompensationStandards.com’s Executive Compensation Task Force, maintains his acclaimed equity compensation blog, EdwardHauder.com, as well as his Say-on-Pay.com blog, and is a practical thought leader on compensation matters.
  • Experience Across a Range of Industries: Ed has consulted with companies in multiple industries on all aspects of executive and director compensation. He focuses on helping companies design compensation programs that achieve their strategic goals and objectives, while at the same time keeping them out of the penalty box with shareholders and the media. Ed also helps companies understand and find practical solutions for technical matters impacting compensation, e.g., financial accounting, securities, tax, and corporate governance issues. His expertise includes ISS compensation modeling and policies, which enabled him to create the Flexible Share Authorization to maximize equity plan flexibility.
  • Clients: Ed’s clients include both public and private companies (with revenues ranging from several million dollars to multi-billions of dollars) from a variety of industries, including business services, energy, financial, hospitality, insurance, manufacturing, pharmaceutical, retail, and technology. Ed has also worked extensively with family-owned companies, majority owner-controlled companies, and controlled subsidiaries.
  • Frequent Author and Speaker: Ed’s recent articles have appeared in The Corporate Board, workspan Weekly, Bloomberg BNA’s Executive Compensation Library, Tax Management Compensation Planning Journal, and Benefits & Compensation International. Ed regularly addresses local, regional, and national gatherings on compensation, including the American Bar Association, the Institute for Human Resources, the National Association of Stock Plan Professionals, the Practising Law Institute, and WorldatWork.
  • Background and Education: Before joining Exequity, Ed was a Principal at Buck Consultants where he led the Technical Solutions and Innovation Team. Prior to that, Ed was a member of Hewitt Associates’ Executive Compensation Center of Technical Excellence. Ed received a B.A. in International Relations from Juniata College, a J.D., cum laude, from Seattle University School of Law, and an LL.M. (Tax), with honors, from IIT-Chicago-Kent College of Law.


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

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

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

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

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

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