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Corporate Governance - A Master Class 2018

Speaker(s): Alan L. Beller, Amy Borrus, Andrea Rose, Brian V. Breheny, Christine Q. Davine, James Q. Walker, Jeanette M. Franzel, Julie Hembrock Daum, Karl A. Groskaufmanis, Katherine Collins, CFA, MTS, Katherine Kelly, Kathleen B. McCabe, Kellye L. Walker, Krystal Berrini, Lillian Brown, Linda E. Rappaport, Lona Nallengara, Marc Ullman, Mark Kronforst, Richard H. Walker, Sandra L. Flow, Shelley J. Dropkin, Simon M. Lorne, Steven A. Rosenblum, Walter G. Ricciardi, Wesley R. Bricker
Recorded on: Apr. 16, 2018
PLI Program #: 221461

Brian V. Breheny is a partner and leads the SEC Reporting and Compliance practice for Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates In Washington, DC. He concentrates his practice in the areas of mergers and acquisitions, corporate governance, and general corporate and securities matters and advises numerous clients on a full range of SEC report­ing, compliance and corporate governance matters, including advising clients on compliance with the provisions of the Dodd-Frank Act, the SEC’s tender offer rules and regulations, and the federal proxy rules.

Mr. Breheny is a member of Skadden’s Policy Committee, which is the firm’s highest governing body, and also serves as co-chair of Skadden’s global Diversity Committee.

Prior to joining Skadden in 2010, Mr. Breheny held a number of leadership positions in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. He began as Chief of the SEC’s Office of Mergers and Acquisitions in July 2003, and in November 2007 he became Deputy Director, Legal and Regulatory Policy.

In his position as Chief of the Office of Mergers and Acquisitions, Mr. Breheny oversaw the legal and technical aspects of the administration of the Securities Act of 1933 as it related to tender offers and mergers; the proxy, beneficial ownership reporting, tender offer and going-private provisions of the Securities Exchange Act of 1934; and the rules, regulations, forms and procedures promulgated to implement these statutory provisions. As Deputy Director, he was a member of the senior staff of the commission with responsibility for the division’s legal and regulatory policy support offices (chief counsel, chief accountant, merg­ers and acquisitions, international corporate finance, rulemaking, small business policy and enforcement liaison).

Before joining the SEC, Mr. Breheny worked at another international law firm in its New York and London offices. During his previous seven years in private practice, he advised clients engaged in a broad range of merger and acquisition transactions, securities issuances, private equity investments, banking and public financings, fund formations and corporate reorganiza­tions. Mr. Breheny began his career as a Certified Public Accountant with KPMG LLP.

Mr. Breheny has served as a member of the board of directors of the Society for Corporate Governance, currently serves as chair of the Society's diversity taskforce and has repeatedly been recognized by the National Association of Corporate Directors as part of its Directorship 100, a list of the most influential people in and around the boardroom. He has lectured extensively on topics such as mergers and acquisitions, corporate governance and the federal proxy rules, and shareholder voting. Mr. Breheny also has served as an adjunct securities law faculty member at the Georgetown University Law Center and Howard University School of Law.

Krystal Gaboury Berrini is a Partner at PJT Camberview, based in San Francisco. Ms. Berrini joined PJT Partners through the acquisition of CamberView in 2018, where she was Head of the Advisory Business.

Before joining CamberView, Ms. Berrini led governance research, engagement and voting activities at Wellington Management Company. In this role, she was responsible for engaging with companies on governance, environmental and social issues, voting recommendations and developing voting policies across the firm’s global equity portfolio.

Prior to that role, Ms. Berrini was with Tapestry Networks, where she worked with Fortune 500 directors to develop governance best practices through network-based collaboration. Earlier in her career, she was a Principal on the governance team of State Street Global Advisors, where her responsibilities included global portfolio company engagements and voting responsibilities.

Ms. Berrini holds a bachelor’s degree in Finance from the Carroll School of Management at Boston College.

Lillian Brown is a partner in the Washington, D.C. office of Wilmer Cutler Pickering Hale and Dorr LLP and is co-chair of the Corporate Governance and Disclosure Group in the firm’s Corporate Practice Group. Lily 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, ESG matters, shareholder proposals, proxy and annual meeting matters, and shareholder activism and engagement. Before joining WilmerHale in 2013, Lily spent nearly 14 years at the U.S. Securities and Exchange Commission (SEC) in the Division of Corporation Finance. In her time at the SEC, among other roles, Lily served as Senior Special Counsel to the Director of the Division of Corporation Finance and Special Counsel in the Office of Mergers and Acquisitions.  

Lily serves as Vice-Chair of the American Bar Association's Federal Regulation of Securities Committee and previously served as Chair of the Committee’s Subcommittee on Proxy Statements and Business Combinations. Lily co-chairs PLI’s Corporate Governance Master Class and PLI’s Directors’ Institute on Corporate Governance. She is also an Advisory Board member for the Securities Regulation Institute and a Fellow in the American College of Governance Counsel. Lily previously served as an elected member on the DC Bar's Corporation, Finance and Securities Law Steering Committee from 2014-2017 and as a member of the NASDAQ Hearings Panel from 2013-2017. She also served as an elected member of the Capitol Hill Day School Board of Trustees in a number of positions from 2011–2020, most recently as Chair from 2017–2020.

Alan L. Beller is a preeminent legal advisor and recognized thought leader regarding securities law, capital markets and corporate governance.  He is a Senior Counsel at Cleary Gottlieb Steen & Hamilton LLP.

Alan currently serves in leadership oversight roles for organizations dedicated to long-term quality and stability of capital markets and the best interests of investors and issuers.

Alan is a member of the Board of Directors and the Audit and Risk Committees of The Travelers Companies, Inc., a Dow Jones company.

He is also a:

—Trustee of the IFRS Foundation, which is responsible for governance and oversight of the International Accounting Standards Board and International Financial Reporting Standards, the global system of accounting standards used in more than 130 countries.

—Member of the Sustainability Accounting Standards Board, which is developing industry-specific sustainability accounting standards that enable public companies to communicate financial material and decision-useful information to investors.

Alan was the Director of the Division of Corporation Finance of the U.S. Securities and Exchange Commission and a Senior Counselor to the Commission from January 2002 until February 2006. During his four-year tenure, he led the Division in producing the most far- reaching corporate governance, financial disclosure and securities offering reforms in SEC history. Among his accomplishments were the implementation of the corporate provisions of the Sarbanes-Oxley Act of 2002, the adoption of the first general corporate governance standards for listed companies and the successful completion of comprehensive securities offering reforms.

During his more than 30 years of experience in private practice with Cleary Gottlieb, Alan has represented market-leading US and non-US companies, independent directors and audit committees in complex transactions, including privatizations, demutualizations and other initial public offerings, and corporate governance, securities, corporate, and accounting and auditing matters. He has lectured and written extensively on these and other topics.

Amy Borrus is deputy director of the Council of Institutional Investors (CII), a nonprofit, nonpartisan U.S. association of employee benefit funds, state and local entities charged with investing public assets, foundations and endowments, with combined assets in excess of $4 trillion, that promotes good corporate governance and strong shareholder rights. CII’s associate members include a range of asset managers with more than $25 trillion in assets under management.

Amy plays a lead role in developing CII strategy, policies on corporate governance and other issues and outreach to stakeholders and policymakers. She manages CII communications and speaks frequently on behalf of CII. Amy has key responsibilities for the content of two conferences annually that draw 450+ attendees. She organizes CII’s forum for governance professionals and its platform for dialog between investors and companies. She also supports CII’s board of directors on strategy and audit matters.

Amy serves on the FTSE Russell Policy Advisory Board and the Independent Steering Committee of Broadridge. She also serves on the boards of the CII Research and Education Fund and the Sinai Assisted Housing Foundation.

Before joining CII in 2006, she was a correspondent for Businessweek magazine for 25 years, including assignments in London, Tokyo and Washington, D.C. She earned an MSc. in International Relations from the London School of Economics, a B.A. in English and History from the University of Pennsylvania and CFA Institute’s Investment Foundations Certificate.

Christine Davine is the national managing partner for quality, risk and regulatory at Deloitte & Touche LLP.  In this role, she leads Deloitte’s Professional Practice Network, including the auditing, accounting, financial reporting, and risk management functions. Christine is the leader of a team of more than 300 partners and professionals and is responsible for setting Deloitte’s policies and methodology for dealing with complex accounting, financial reporting, auditing, and risk issues, interfacing with regulators and other stakeholders and addressing global Deloitte quality matters. Previously, Christine was the deputy leader of the Professional Practice Network and prior to that she co-led the combined Accounting Consultation, SEC Services, and Standards & Communications groups.  Christine was also previously the national director of SEC Services.

Christine routinely works with clients on the most complex accounting, reporting, and auditing issues and represents clients in interactions with the SEC on various matters. She is a frequent speaker on current and emerging audit, accounting, and financial reporting issues. 

Prior to joining Deloitte in 1999, Christine spent eight years with the SEC in the Division of Corporation Finance. During her last four years with the SEC, she was an associate chief accountant in the division’s Office of the Chief Accountant.

Christine earned a B.S. in Accounting from the University of Virginia and a M.B.A. in Finance from The George Washington University. 

James Walker is a partner in the New York office of Perkins Coie LLP, where he also serves as that office’s Loss Prevention Partner.  He concentrates in government investigations and professional liability. Mr. Walker represents companies and senior executives in government investigations, civil litigation, and employment matters, and defends law firms and lawyers in malpractice claims, disqualification motions and professional conduct advice. Mr. Walker Chairs the New York County Lawyer’s Association Committee on Professional Ethics, is on the Editorial Board of the ABA/BNA Lawyers’ Manual on Professional Conduct and Law360’s Legal Ethics Editorial Advisory Board, and is a member of the New York State Bar Association’s Committee on Standards of Attorney Conduct (COSAC) and Committee on Professional Ethics. He also serves on the New York City Bar’s Diversity, Equity & Inclusion Committee. Mr. Walker frequently lectures and publishes on topics that include internal investigations, technology and legal practice, and professional liability. He received his J.D. from Yale Law School in 1990 and B.S. in Applied Math from Yale College in 1985. 

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.

Julie Hembrock Daum leads the North American Board Practice and previously served on the board of directors of Spencer Stuart. She consults with corporate boards, working with companies of all sizes from the Fortune 10 to pre-IPO companies. She has conducted more than 1,000 board director assignments, recently recruiting outside directors for Johnson & Johnson, General Electric, Amazon, Wal-Mart, Bank of Montreal, numerous IPOs and spin off boards.

An expert in governance and the boardroom

  • A recognized expert on governance topics, Julie is regularly quoted in The New York Times, Financial Times, BusinessWeek, Time magazine and The Wall Street Journal.
  • Julie has been selected as one of the 50 Most Influential People in Governance by NACD/Directorship Magazine every year since its inception.
  • Prior to joining Spencer Stuart, Julie was the executive director of the corporate board resource at Catalyst, where she managed all board of directors' activities and worked with companies to identify qualified women for their boards. Julie began her career as a consultant with McKinsey & Company in Los Angeles.

Julie is a graduate of the Wharton School at the University of Pennsylvania with an M.B.A. in corporate finance. She serves on the board of directors of Seacoast Bank, The Jackson Laboratory and as a commissioner for the Women's Refugee Commission.

Karl A. Groskaufmanis is the Firm’s General Counsel, litigation partner resident in Fried Frank’s Washington, DC office and a member of the Firm’s Securities Enforcement and Regulation Practice.  He joined Fried Frank in 1988 and became a partner in 1995.

With over 25 years of experience in the securities industry, his practice has included United States Securities and Exchange Commission enforcement investigations, insider trading inquiries, internal investigations and related securities litigation.  He also advises public companies and institutional investors on the application of the securities laws to their businesses.

Mr. Groskaufmanis is a frequent speaker and author on corporate and securities law issues.  He has lectured before law school classes at Yale, Harvard and Cornell University, among others.

Mr. Groskaufmanis is consistently recognized by Chambers USA: America’s Leading Lawyers for Business as a leading individual in Securities: Regulation: Advisory and has been recognized in Securities: Regulation: Enforcement.  He is additionally recognized by Legal 500 in Financial Services Litigation, and has been recognized in Litigation: White-Collar Criminal Defense.

He received his JD from the University of Pennsylvania Law School in 1988, his LLB from the University of Toronto Faculty of Law in 1987, and his BS, with honors, from Cornell University in 1984.  He was an editor of the University of Pennsylvania Law Review.  Mr. Groskaufmanis is admitted to the bar in the District of Columbia and Massachusetts.

Kellye Walker is a senior legal executive with over 20 years of experience helping functional organizations at publicly traded companies increase organizational value through forward thinking, strategic discipline and a focus on continuous improvement. These skills have been parlayed into value creation not only in the legal function, but also in her capacity as an advisor to boards of directors on a variety of corporate governance and other matters, as well as a leader of other functional organizations.

Ms. Walker is chief legal officer for Huntington Ingalls industries, America’s largest military shipbuilding company and a provider of services, including training systems, logistics support, information technology, fleet maintenance and modernization, unmanned undersea systems, nuclear engineering and fabrication, and oil and gas engineering. At Huntington Ingalls, Ms. Walker is a member of the executive leadership team and provides oversight, guidance and strategic counsel to the business on legal, regulatory, board and corporate governance matters. She leads a team of attorneys responsible for all aspects of the company’s legal affairs, including compliance, litigation, and mergers and acquisitions.

Walker came to HII from American Water Works Co., the country’s largest investor-owned water and wastewater utility company, where she was a member of the Executive Leadership Team and held the roles of Chief Administrative Officer, and Senior Vice President, General Counsel and Secretary. Prior to joining American Water, Ms. Walker served as Senior Vice President and General Counsel of Diageo North America. At Diageo, she was a member of the Global Legal Leadership Team and the North American Executive Team. Ms. Walker previously served as Senior Vice President, General Counsel and Secretary of BJ’s Wholesale Club and as a corporate partner in major law firms in Boston, Massachusetts and in New Orleans, Louisiana.

Ms. Walker’s professional affiliations include the American Bar Association, the Association of Corporate Counsel (former Board Member) and the Executive Leadership Council, among others. She also serves and has served on the Boards of Directors of a variety of civic and non-profit organizations. Ms. Walker’s professional, civic and non-profit contributions have been widely recognized.

Ms. Walker received her B.S. from Louisiana Tech University and her J.D. from Emory University School of Law.

Ms. Rappaport is Of Counsel at Shearman & Sterling LLP, an international law firm headquartered in New York, having been a partner at the firm for over 30 years. As a lawyer, she focuses on executive compensation and corporate governance. She currently serves as the Chair of the Board of Trustees of The New School. Her not-for-profit activities have also included membership on the boards of the Legal Aid Society, the New York Women’s Foundation, and Wesleyan University.

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.

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.

Shelley Dropkin is the Deputy Corporate Secretary and General Counsel, Corporate Governance, and a Managing Director, of Citigroup Inc.  Ms. Dropkin supports the activities of Citi’s Board of Directors and its standing Committees, coordinates Citi’s and the Board of Directors’ engagement with the Company’s shareholders on corporate governance matters, oversees governance practices for Citi’s subsidiaries, and works with Citi’s Board of Directors to shape Citi’s governance practices. Ms. Dropkin also serves as General Counsel of the Citi Foundation.

Ms. Dropkin has been with Citi since 1993 during which time she also served as Assistant General Counsel and Senior Counsel.  Prior to joining Citi (then Primerica Corporation), Ms. Dropkin was an Associate at Winston & Strawn.

Ms. Dropkin is the immediate past Chair of the Society for Corporate Governance and a member of its Executive Steering Committee.  She is a member of the Society’s Securities Law, Policy Advisory, and Nominating and Governance Committees. She previously served as the Society’s Chair, Chair-Elect, Chair, Nominating and Governance Committee, and 2014 National Conference Chair.  Ms. Dropkin was the President of the Stockholder Relations Society from 2014-2015 having served as its Secretary-Treasurer from 2013-2014. She is a past President of the Society for Corporate Governance, New York Chapter.

Ms. Dropkin is a member of the Board of Directors of the New York Lawyers for the Public Interest, having joined the NYLPI Board in 2006, and serves on its Executive Committee.  She was the Chairman of the Board of NYLPI from 2010-2012 and the Chair of its Nominating and Governance Committee from 2008-2010. She serves on the New York State Permanent Commission on Access to Justice having been appointed by Chief Judge Jonathan Lippman in 2012.

Ms. Dropkin received a J.D. in 1988 from S.U.N.Y. at Buffalo and a B.S. in 1985 from Cornell University.  She is admitted to practice in New York and Washington, D.C. 


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).

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.

For over a decade, Andi has worked with companies across industries to provide strategic communications counsel on a wide range of high-profile, complex issues. Her areas of expertise include:

Mergers & Acquisitions
She advises companies involved in both friendly and unsolicited M&A transactions. Recent assignments include advising Broadcom in its proposal to acquire Qualcomm, Thermo Fisher in its acquisition of Patheon, DirecTV in its sale to AT&T, and US Airways in its merger with American Airlines.

Shareholder Activism
Her recent activism and proxy fight experience includes Procter & Gamble (Trian), Deckers (Marcato), Lowe’s (D.E. Shaw), (Starboard), Monotype (Starboard), iRobot (Red Mountain), DuPont (Trian), Procter & Gamble (Pershing Square), and Clorox (Carl Icahn).

Crisis Communications
She has advised numerous companies on management changes, data breaches, financial restatements, litigation, federal investigations, product recalls, workforce reductions and facility closures.

Investor Relations and Public Relations
She works with a number of clients to help develop and execute investor and public relations programs including Amgen, FedEx, Phillips 66, Gartner, and Ventas. She also helps private equity firms with financial communications at both the firm and portfolio company level.

Her experience with spin-offs includes advising R.R. Donnelly in its spin-offs of LSC Communications and Donnelly Financial Solutions, Sealed Air in its spin-off of Diversey Care, Ventas in its spin-off of Care Capital Properties, and McDermott International in its separation into two independent companies.

In 2012 Andi was named one of PR News’ “People to Watch.” Prior to joining Joele Frank in 2006, she worked at Ogilvy Public Relations Worldwide in the Corporate and Investor Relations practice. She received a BA in English from Dartmouth College.

Kate is Vice President, Associate General Counsel and Corporate Secretary at Bristol-Myers Squibb Company.  She leads the Corporate Governance and Securities practice group within the Law Department, which has responsibility for matters involving the Board of Directors, corporate governance, securities law and disclosure, executive compensation, stockholder services, subsidiary management, corporate financing transactions, and related matters.  Kate joined Bristol-Myers Squibb in August 2005 in the Office of the Corporate Secretary and has held positions of increasing responsibility since then.  She became head of the Corporate Governance and Securities group in 2011 and was named Corporate Secretary in 2015. 

Before joining BMS, Kate was an associate at Davis Polk & Wardwell.  She is an active member of the Stockholder Relations Society and the Society for Corporate Governance for which she is currently the New York Chapter’s President and a member of the Board of Directors. 

Kate earned a B.A. from Yale University and a J.D. from Columbia Law School.


Kathleen is Chief Securities Counsel and Assistant Secretary of The Bank of New York Mellon Corporation, focusing on disclosure and corporate governance matters and securities offerings. She is also Chair of the company’s Disclosure Committee and an assistant secretary.  

Kathleen received a Bachelor of Arts degree from The Johns Hopkins University, and a Juris Doctor degree from Fordham University School of Law. Prior to joining The Bank of New York Mellon Corporation in 2008, Kathleen worked at Paul, Weiss, Rifkind, Wharton & Garrison LLP and Willkie Farr & Gallagher.


Lona Nallengara is a partner in the Corporate practice group of Shearman & Sterling representing companies and their boards on corporate governance, disclosure, and securities offerings and on the financial regulatory process.

From 2013 to 2015, Lona served as Chief of Staff to SEC Chair Mary Jo White, where he was Chair White’s top advisor. Lona joined the SEC in 2011 as Deputy Director of the Division of Corporation Finance and later became its Acting Director. Following his SEC tenure, Lona was Chief Governance Officer and a senior advisor to Ray Dalio at Bridgewater Associates, LP.

Prior to joining the SEC, Lona was a partner at Shearman & Sterling, joining the firm in 1998. 

Ms. Collins is Head of Sustainable Investing. She is responsible for leading Putnam's investment research, strategy implementation, and thought leadership on environmental, social, and governance (ESG) principles. Ms. Collins collaborates with portfolio managers and analysts on ESG integration, assessing the fundamental relevance of ESG issues at a security level, and the potential for alpha generation and risk mitigation at a portfolio level. A recognized thought leader, Ms. Collins provides analysis on urrent and emerging trends in sustainable investing. She is the author of The Nature of Investing: Resilient Investment Strategies through Biomimicry. In 2009, Ms. Collins founded Honeybee Capital, an independent investment research firm focused on ESG principles. She joined Putnam in 2017 and has been in the investment industry since 1990.   

Prior to founding Honeybee Capital, Ms. Collins served in equity management roles, including as Head of Equity Research, Portfolio Manager, and Equity Research Analyst, at Fidelity Investments from 1990 to 2008. She managed Fidelity America Funds from the firm's London office and was a Portfolio Manager of all Fidelity Mid-Cap funds while based in Boston. As an Equity Research Analyst, she managed several industry-specific Select funds and researched over a dozen industries. She also spent two years at the Fidelity Foundations, acting as Program Officer for large philanthropic organizations.

Ms. Collins serves on numerous boards, including Last Mile Health, Santa Fe Institute, Omega Institute, and Harvard Divinity School Dean's Council. She earned a Master of Theological Studies from Harvard Divinity School and a B.A. from Wellesley College.

Walter Ricciardi joined Paul Weiss as a partner in June 2008 and has extensive experience defending a broad variety of investigations conducted by the U.S. Securities and Exchange Commission, Public Company Accounting Oversight Board and other regulatory authorities.  Additionally, he has extensive experience conducting internal investigations for public companies and directors, including investigations related to accounting issues.

Prior to joining Paul, Weiss in June 2008, Walter was the Deputy Director of the SEC’s Division of Enforcement, where he supervised many of the Commission’s most significant investigations related to financial fraud, insider trading, and investment adviser,  broker-dealer and mutual fund compliance issues.

In April 2004, Walter was appointed to run the SEC’s Boston office, which was responsible for enforcement and examination programs for the New England region.  He was appointed as Deputy Director of the SEC’s Division of Enforcement in October 2005, and his duties included managing the enforcement efforts of the Commission’s eleven regional offices.

Prior to joining the SEC, Walter spent 20 years with PricewaterhouseCoopers (“PwC”) and its predecessor, Coopers & Lybrand, where he was in charge of defending the firm’s litigation and regulatory matters.  While at PwC, he was elected by his partners to serve on the firm’s board, which is responsible for overseeing the management of the firm.  He was also elected to serve on the Global Oversight Board of the PwC global organization.

Since joining Paul, Weiss, Walter was appointed and served a three-year term from 2012 to 2014, on the Public Company Accounting Oversight Board's Standing Advisory Group ("SAG"). The role of the SAG is to assist the Board in reviewing existing auditing and related professional practice standards and evaluating proposed standards, and to recommend to the Board new or amended standards. Walter was a member of the Independent Standards Council of the Sustainability Accounting Standards Board ("SASB") which oversees the development of SASB's sustainability accounting standards from January 2015 to March 2016.

As an Adjunct Professor at New York University School of Law, Walter teaches a seminar on issues in SEC enforcement.

Walter is recognized as a leading individual for (Nationwide) Securities: Regulation: Enforcement in Chambers USA (2013-2018), for Financial Services: Litigation by The Legal 500 US (2017), recognized by his peers in U.S. News & World Report/”Best Lawyers” (2011-2019) for Corporate Governance Law, Litigation - Securities and Securities Regulation and was selected to Securities Docket's 2013 “Enforcement 40” list, a list of the best and brightest securities enforcement defense lawyers. He served as a note and comment editor of the New York University Law Review.

Wesley “Wes” Bricker is a Vice Chair and PwC’s Assurance Leader for the US and Mexico. In this capacity, Wes’ responsibilities encompass audit quality, business development and portfolio strategy, human capital, diversity, innovation, and technology.

Prior to joining PwC US, Wes served as the Securities and Exchange Commission’s Chief Accountant beginning in 2016, after serving as the deputy chief accountant following a role as a professional accounting fellow. In his role as the SEC’s Chief Accountant, Wes was the principal advisor to the Commission on accounting and auditing matters, and led the Commission’s Office of the Chief Accountant, a group of professionals widely regarded for advancing the quality of accountancy and financial reporting oversight in the capital markets in the US and internationally. He was also responsible for assisting the Commission with discharging its oversight of the Financial Accounting Standards Board (FASB) and the Public Company Accounting Oversight Board (PCAOB), and also served as chair for the Monitoring Group, a group of regulatory and international financial organizations committed to advancing the public interest in international audit standard setting and audit quality.

Wes returns to PwC where he previously served clients in the banking, capital markets, financial technology, and investment management sectors, and also served as a member of the firm's National Quality Organization.

Wes received a BS in accounting from Elizabethtown College and a JD from American University. He is licensed as a certified public accountant and is a member of the New York State Bar Association.

Mark is a partner in EY’s Assurance Professional Practice Group in Washington, DC where he specializes in matters pertaining to SEC rules and regulations related to financial reporting.  He provides advice on these matters to EY’s engagement teams and clients and is responsible for developing the firm’s technical publications and providing feedback to the SEC on rulemaking proposals.   

Mark joined EY in 2018 after serving 14 years on the staff of the SEC in the Division of Corporation Finance.  Mark was the Chief Accountant of the division from 2013 until his departure. Between 2010 and 2013, he served as an Associate Director supervising the division’s filing review program.  Mark spent the earlier part of his career with the SEC in various management and staff positions within the division’s Office of Chief Accountant and the filing review program. Before joining the SEC, Mark was the Director of Financial Reporting for a large public company and an audit senior manager at a global accounting firm.

Mark earned a Bachelor’s degree in Accounting from the University of Minnesota-Duluth. He is a Certified Public Accountant in the District of Columbia and Minnesota and is a member of the American Institute of Certified Public Accountants.

Marc Ullman leads the New York office for Meridian and is a Partner of the Firm. Marc started his career with the Segal Company in 1993 where he advised clients on compensation and benefit programs before moving to Towers Perrin 1997 to focus exclusively on executive compensation.  Marc spent 16 years at Towers Perrin/Towers Watson, where he led the executive compensation practices in Toronto and New York before joining Meridian in 2013.

Marc consults with publicly held, privately owned and public sector organizations, and has experience in various industries, including consumer products, defense, insurance, manufacturing, media and entertainment, professional services, REIT, retail, steel, high-tech, and telecommunications.

Marc consults in all phases of the annual executive compensation cycle, with special emphasis on annual and long-term incentive plan review, design and implementation.  He also regularly consults in the areas of executive new hires and terminations, shareholder engagement, share reserve requests, and transaction-related compensation programs, such as in initial public offerings, mergers & acquisitions and spin-offs.

Marc is a frequent speaker on executive compensation matters for Corporate Board Member/NYSE, The Conference Board, Equilar and NASDAQ, and is a consistent author of articles for these groups as well. Marc has also taught the executive compensation section for the NACD Director Education program, is a regular guest lecturer at New York University, and regularly attends meetings of the Compensation Committee Leadership Network (CCLN) whose members include Compensation Committee chairs of some of the largest and most well-respected companies in North America.