Chairman of the firm since 2008, Brad Karp is one of the country’s leading litigators and corporate advisers. Brad has successfully guided numerous Fortune 100 companies, global financial institutions and other companies through “bet the company” litigations, regulatory matters and internal investigations. Prior to being named chairman of Paul, Weiss, Brad chaired the firm’s Litigation Department. Brad has spent his entire career at Paul, Weiss, beginning as a summer associate.
Brad has received numerous industry recognitions over the years. In 2019, Brad was selected as a “Trailblazer” and as a “Distinguished Leader” by the New York Law Journal and as an “Equality Trailblazer” by the National Law Journal. In 2018, Brad received the Special Achievement Award from the Financial Times in recognition of his legal achievements and leadership of Paul, Weiss and was also named the “Attorney of the Year” by the New York Law Journal, “Litigator of the Year” by The American Lawyer, “Sports MVP of the Year” by Law360, and “Securities Lawyer of the Year” by Best Lawyers. In 2017, Brad was selected as a “Litigation Trailblazer” by the National Law Journal and Best Lawyers’ “Banking Lawyer of the Year.” Additional publications consistently rank Brad as one of the leading lawyers in the United States, including The Wall Street Journal, The New York Times, Crain’s New York Business, The Financial Times, The Lawyer (U.K.), The Legal 500, Euromoney Institutional Investors, Best of the Best USA and Benchmark/Institutional Investor.
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 500 articles on business litigation issues. For the past 35 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 has also spoken out and written about pressing issues of social justice. Most recently, in 2018, Brad authored two op-eds in The New York Times, “Stop Shielding Gun Makers,” advocating changes to gun manufacturer liability laws, and “An Army of Lawyers for Migrants,” urging the private bar to address the unlawful treatment of immigrants and to seek the reunification of separated families. In 2018, Brad also authored an op-ed in the New York Law Journal, “Democracy Itself Is on the Ballot,” addressing voter suppression and disenfranchisement. Brad is also active in the community, serving on more than 25 public interest and educational institution 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.
Ms. Kirkpatrick is a partner in Davis Polk's Corporate Department and serves as Finance Partner as part of the firm's four-member senior leadership team. As Finance Partner she is responsible for overseeing Davis Polk's finances. She is described by Chambers as "a real star," according to market sources and Chambers reports that clients comment that "she has a really good way with clients." Ms. Kirkpatrick was named a New York Law Journal "Distinguished Leader" in 2017, a Law360 "Capital Markets MVP" in 2016 and "Best in Capital Markets" by Euromoney LMG Americas Women in Business Law Awards in 2013.
As a senior member of the firm's Capital Markets Group, her practice includes public equity, equity-linked, debt and other securities offerings. She has regularly worked for both issuers and underwriters in connection with capital markets transactions. Ms. Kirkpatrick has worked on offerings for issuers over a broad spectrum of industries, including healthcare, retail, financial institutions, utilities, oil and gas, media and special purpose acquisition companies.
Ms. Kirkpatrick has advised on numerous biotech and life sciences IPOs for the following companies: Stoke Therapeutics, Orchard Therapeutics pie, Aptinyx Inc., Magenta Therapeutics, Inc., Solid Biosciences Inc., lnflaRx N.V., Kala Pharmaceuticals, Inc., Dova Pharmaceuticals, Inc., Jounce Therapeutics, Inc., Patheon N.V. and Cynapsus Therapeutics Inc.
Ms. Kirkpatrick has also participated in securities offerings by Fortune 500 companies such as Abbott, DXC, Hess, L Brands, Lockheed Martin, VF Corporation and Walgreen's.
In addition, she has advised the underwriters on offerings by the Toronto Dominion Bank, Export Development Canada, the Government of Canada and various Canadian provinces.
She has also represented virtually all the major investment banks, including JPMorgan Chase, Citi, Goldman Sachs and Morgan Stanley as underwriters' counsel in equity and debt offerings and regularly advises investment banking clients on securities law-related matters.
Ms. Kirkpatrick is consistently recognized for her work in the legal industry:
New York Law Journal "Distinguished Leader" in 2017, a Law360 "Capital Markets MVP" in 2016, Euromoney LMG Americas Women in Business Law Awards - "Best in Capital Markets," 2013, Chambers USA: America's Leading Lawyers for Business.
Finance Partner, Davis Polk & Wardwell, responsible for overseeing the firm's finances as one of four members of the firm's senior leadership team
Regularly participates as a speaker on various PLI panels.
Co-Author, "Role of the Law Firm" in Nasdaq's Going Public: A Guide for North American Companies to Listing on the U.S. Securities Markets
Sharon Virag joined NeoGenomics in 2018, as Chief Financial Officer. In this role, she is responsible for all finance functions and related activities. She is also a member of the Financial Accounting Standards Advisory Council (FASAC), a group that advises the Financial Accounting Standards Board (FASB) on matters related to board projects and agenda prioritization.
Prior to NeoGenomics, Sharon served as Head of Corporate Finance and Chief Accounting officer of AETNA, where she was responsible for controllership, tax, treasury, Finance Transformation and Finance Shared Services for the company from 2015 to 2017. Prior to Aetna, between 2008 and 2015, Sharon held various positions in Controllership including Chief Accounting Officer of AES Corp., Global Controller positions at several General Electric businesses and Assistant Corporate Controller at General Motors. Included in these roles were two overseas assignments, living with her family in both Shanghai, China and Florence, Italy.
In addition to her private sector experience, Sharon was with the Public Company Accounting Oversight Board (“PCAOB”) from 2005 to 2008, where she served as the project leader for Auditing Standard No. 5, the Board’s requirements/regulations for Sarbanes-Oxley Section 404. Sharon started her financial career in auditing, including working for Deloitte & Touche, LLP.
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.
Alma Angotti is a Managing Director and Co-Head of the Global Investigations & Compliance practice. With over 25 years of regulatory practice, Ms. Angotti has held senior enforcement positions at the SEC, Treasury’s Financial Crimes Enforcement Network (FinCEN) and FINRA (Financial Industry Regulatory Authority). In these positions, she was responsible for conducting investigations involving securities fraud, insider trading, financial fraud, anti-money laundering (“AML”) and counter terrorist financing, market manipulation, investor and market protection, and other regulatory violations. At FinCEN and FINRA, she designed and lead the AML enforcement programs. She regularly worked with criminal prosecutors in a variety of jurisdictions and the U.S. Department of Justice to investigate and bring actions jointly.
Ms. Angotti has counselled her clients, large global financial institutions, multinational companies, smaller financial institutions, broker-dealers and Fintech companies, in a variety of projects, including gap analyses, compliance program reviews, risk assessments, remediation efforts, investigations and transaction reviews. Recently, she held interim senior compliance leadership positions at several global and regional financial institutions providing day-to-day management of their compliance programs and assisting them with implementing enhancements, often in the context of a regulatory or criminal enforcement action.
She has trained and advised the financial services industry as well as other regulators and government officials worldwide on AML, sanctions, and combating the financing of terrorism (CFT) and other regulatory compliance issues.
Alyssa A. Grikscheit has a diverse corporate practice that currently emphasizes complex transactions and alternative investment funds. Her experience also includes private equity and hedge funds, mergers and acquisitions, strategic alliances and restructurings. Alyssa is fluent in Spanish and French and has extensive experience in international transactions, particularly those involving Latin America and other emerging markets such as China and India. Alyssa represents domestic and foreign clients making cross-border investments. She also represents buyers and sellers, including private equity funds and their portfolio companies, in acquisitions, dispositions, strategic alliances, restructurings and financings, including transactions in regulated industries such as the healthcare, pharmaceutical, energy, telecommunications and defense industries. In addition, Alyssa represents sponsors of alternative investment funds in fund formation and other aspects of their operations. Such funds have included distressed debt, energy, infrastructure, real estate opportunity, agribusiness, fintech, microfinance and emerging market funds.
Alyssa is ranked in Chambers Global, Chambers USA and Chambers Latin America where “she is noted for her work in the M&A and private equity space and has longstanding experience dealing with cross-border transactions in Latin America.” Additionally, she has been recognized in IFLR1000 as a “Rising Star” for Investment Funds in the U.S. Alyssa was also recommended in Private Equity Funds in The Legal 500 US and in Capital Markets and Corporate M&A in The Legal 500 Latin America. Alyssa has also been recognized by Latinvex in “Latin America’s Top 100 Lawyers” and is featured as one of “Latin America’s Top 50 Female Lawyers: Corporate/M&A.”
Alyssa actively represents a nonprofit in establishing and capitalizing microfinance institutions in emerging markets on a pro bono basis. She served as co-chair of the Inter-American Committee of the New York State Bar Association’s International Section and is a Life Fellow of the American Bar Foundation.
Alyssa graduated cum laude from The University of Michigan Law School in 1994. She received a Diploma in European Studies from the College of Europe in Bruges, Belgium in 1991 and an A.B. magna cum laude from Harvard College in 1990.
Andrew J. Ceresney is a partner in the New York office of Debevoise 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.
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). Mr. Ceresney also served as a Deputy Chief Appellate Attorney in the U.S. Attorney’s Office for the Southern District of New York 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.
Anna Pinedo is a partner in Mayer Brown’s New York office and co-leader of the firm’s Global Capital Markets practice. She concentrates her practice on securities and derivatives. Anna represents issuers, investment banks/financial intermediaries and investors in financing transactions, including public offerings and private placements of equity and debt securities, as well as structured notes and other hybrid and structured products.
She works closely with financial institutions to create and structure innovative financing techniques, including new securities distribution methodologies and financial products. She has particular financing experience in certain industries, including technology, telecommunications, healthcare, financial institutions, REITs and consumer finance. Anna has worked closely with foreign private issuers in their securities offerings in the United States and in the Euro markets. She also works with financial institutions in connection with international offerings of equity and debt securities, equity- and credit-linked notes, and hybrid and structured products, as well as medium term note and other continuous offering programs.
Anna regularly speaks at conferences and participates in panel discussions addressing securities law issues, as well as the securities issues arising in connection with derivatives and other financial products. She is the co-author of JOBS Act Quick Start, published by International Financial Law Review (2013; updated 2014, 2016); a contributor to OTC Derivatives Regulation Under Dodd-Frank: A Guide to Registration, Reporting, Business Conduct, and Clearing (Thomson Reuters, first ed. 2014, second ed. 2015, third ed. 2016, fourth ed. 2017); co-author of Considerations for Foreign Banks Financing in the US, published by International Financial Law Review (2012; updated 2014, 2016); Liability Management: An Overview (2011, updated 2015), published by International Financial Law Review; co-author of Structuring Liability Management Transactions (2018), published by International Financial Law Review; co-author of Covered Bonds Handbook, published by Practising Law Institute (2010, updated 2012-2014); co-author of the treatise Exempt and Hybrid Securities Offerings, published by Practising Law Institute (2009, second ed. 2011, updated 2014, third ed. 2017); and co-author of BNA Tax and Accounting Portfolio: SEC Reporting Issues for Foreign Private Issuers (BNA Accounting Policy and Practice Series, 2009, second ed. 2012, updated 2016). Anna is also a contributing author to Broker-Dealer Regulation (2011, second ed. 2012, updated 2019), published by Practising Law Institute. She co-authored "The Approaches to Bank Resolution," a chapter in Bank Resolution: The European Regime (Oxford University Press, 2016). Anna contributed to The Future of Bank Funding and Capital: Solutions for Issuers, Opportunities for Investors (IFR Market Intelligence, 2009). Additionally, Anna co-authored "The Ties that Bind: The Prime-Brokerage Regulation," a chapter in Global Financial Crisis (Globe Law and Business, 2009); "The Law: Legal and Regulatory Framework," a chapter in PIPEs: A Guide to Private Investments in Public Equity (Bloomberg, 2006); and "The Impact Security: Reimagining the Nonprofit Capital Market," a chapter in What Matters: Investing in Results to Build Strong, Vibrant Communities (Federal Reserve Bank of San Francisco and Nonprofit Finance Fund, 2017). Anna is a contributor to Practising Law Institute’s "BD/IA: Regulation in Focus" blog.
Anna has been ranked by Chambers USA as one of America's leading lawyers for Capital Markets: Derivatives and Capital Markets: Structured Products and has been recognized as a notable lawyer for Financial Services Regulation: Broker Dealer (Compliance). Chambers Global has ranked Anna as one of the world's leading lawyers (recommended in Capital Markets: Structured Products). She also is ranked as a “Market Leader” for Capital Markets in the IFLR1000 Guide to Leading Lawyers, the highest individual distinction given by the guide. Anna is ranked as a leading lawyer for Structured finance: derivatives and structured products and listed as a recommended lawyer in Capital markets: debt, high-yield debt, equity, and global offerings, and Structured finance: securitization by the Legal 500 US.
Arthur Fleischer, Jr. is senior counsel, resident in the Firm's New York office. He joined the Firm in 1958 and became partner in 1967.
Mr. Fleischer's practice encompasses negotiated as well as contested transactions. He also advises special committees formed to review buyout proposals and corporate restructurings, and boards of directors on corporate governance.
Mr. Fleischer served as Executive Assistant to the Chairman of the United States Securities and Exchange Commission from 1961 to 1964. For over 40 years, he has led the Firm's Mergers and Acquisitions Practice.
Mr. Fleischer is co-author of Takeover Defense: Mergers and Acquisitions (Wolters Kluwer/Aspen 8th edition, 2017) and the author of numerous articles on securities regulation. He is co-author, along with the late Professor Geoffrey C. Hazard, Jr. and Miriam Z. Klipper, of Board Games: The Changing Shape of Corporate Power (Little, Brown & Company, 1988).
Mr. Fleischer is consistently recognized by Chambers Global: The World's Leading Lawyers for Business and Chambers USA: America's Leading Lawyers for Business as a Senior Statesman in Corporate/M&A. He is also consistently recognized by Legal 500 in M&A: Mega Deals.
He received the "The Simeon E. Baldwin Award," an award that recognizes distinguished achievement in law and business, from the Yale Law School Center of the Study of Corporate Law in 2009. In addition, he was the recipient of The Chambers Award for Excellence in Corporate/M&A in 2006 and was named a "Dealmaker of the Year" by The American Lawyer in 2001.
Mr. Fleischer is a member of the American Bar Association, Section of Corporation, Banking and Business Law, Committee on Federal Regulation of Securities; the American Law Institute; and a member and co-founder of the Advisory Committee of the Securities Regulation Institute of the Practising Law Institute. He is also a member of the Association of the Bar of the City of New York.
Mr. Fleischer received his LLB from Yale Law School in 1958, where he was elected to the Order of the Coif, and his BA from Yale University in 1953. He is admitted to practice in New York.
Bob McCormick is a Partner at CamberView Partners.
Before joining CamberView, Mr. McCormick served as Chief Policy Officer of Glass Lewis where, for over a decade, he oversaw the analysis, voting recommendations and report writing on management and shareholder proposals on over 20,000 shareholder meetings of public companies in more than 100 countries. He also led the firm’s engagement efforts and was responsible for developing Glass Lewis’ proxy voting guidelines.
Prior to that role, Mr. McCormick was Director of Investment Proxy Research at Fidelity Investments where he managed the proxy voting of 700 mutual funds and accounts holding 5,000 securities worth $1 trillion.
Mr. McCormick serves on the board of the Northern California Chapter of the National Association of Corporate Directors (NACD) and on the advisory board of the University of Delaware’s Weinberg Center on Corporate Governance. Mr. McCormick was named one of the 100 most influential people in corporate governance by NACD and Directorship magazine six times from 2008-2015.
He holds a graduate Certificate of Special Studies in Administration and Management from Harvard University Extension School, a J.D. from Quinnipiac University and a bachelor’s degree in history from Providence College.
Brent is currently a Chief Trial Attorney with the Division of Enforcement at the Commodity Futures Trading Commission in the New York office. Brent supervises a team of trial attorneys and investigators and represents the Division in enforcement actions that are filed in the United States District Court. He has successfully prosecuted and negotiated settlements relating to a wide variety of actions, including matters sounding in manipulation, fraud, and trade practices. Brent regularly represents the Commission in actions and investigations related to cryptocurrencies and is the coordinator of the Division of Enforcement’s Virtual Currency Task Force. He also serves as the Division liaison for LabCFTC, a central component of the Commission’s fintech initiatives. Brent is a graduate of Washington & Lee University School of Law.
Brian V. Breheny heads the firm’s SEC Reporting and Compliance practice. 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.
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.
During his tenure at the SEC, Mr. Breheny assisted the commission with its consideration of significant rule amendments in a number of areas including shareholder director nominations, tender offers, beneficial ownership reporting, electronic delivery of proxy materials, electronic shareholder forums, short sale disclosure, and proxy voting and shareholder communications.
Mr. Breheny serves as a member of the board of directors of the Society for Corporate Governance and repeatedly has been recognized by the National Association of Corporate Directors as part of its Directorship 100. He also has been selected for inclusion in Best Lawyers in America, The International Who’s Who of Corporate Governance Lawyers and Chambers USA: America’s Leading Lawyers for Business.
Carmen Lawrence is a partner in King & Spalding’s Special Matters and Government Investigations practice group.
Ms. Lawrence's practice focuses on representing parties in investigations and litigations conducted primarily by the US Securities and Exchange Commission, US Commodity Futures Trading Commission, US Department of Justice, self-regulatory organizations and state securities regulators, conducting internal investigations, providing crisis management advice to public and private companies and counseling public companies and regulated entities (broker-dealers and investment advisers) on their obligations under the federal securities laws.
From 1996 until June 2000, Ms. Lawrence was the Regional Director for the SEC's Northeast Regional Office (covering 14 states and the District of Columbia), where she oversaw all enforcement and regulatory operations in the SEC's largest region. Some of the SEC's most significant cases were brought by the Northeast Regional Office under Ms. Lawrence's leadership.
Before her appointment as regional director, from 1990 through 1995, Ms. Lawrence served as Senior Associate Regional Director, heading up the Northeast Regional Office's Enforcement Division. From 1981 to 1989, she served in various staff and senior positions in the Enforcement Division.
Ms. Lawrence received numerous awards during her tenure at the SEC, including the Equal Employment Opportunity Award in 1998; the Presidential Distinguished Executive Award in 1995; the Stanley Sporkin Award in 1993; and the Irving M. Pollack Award, presented to an enforcement lawyer exhibiting leadership, integrity and intellect, in 1990.
Ms. Lawrence is consistently recognized by Chambers USA: America's Leading Lawyers for Business as a leading individual for Securities Regulation and for Litigation: White-Collar Crime & Government Investigations. She is consistently recognized by Legal 500 in Litigation: White-Collar Criminal Defense, and is additionally recognized in Financial Services: Litigation. She is also consistently recognized by Benchmark: Litigation as a New York Litigation Star. She was named to Securities Docket’s inaugural “Enforcement 40” list of top SEC enforcement lawyers in 2013.
Ms. Lawrence has spoken extensively and participates in numerous continuing legal education programs for federal securities law matters.
Christian Nagler represents issuers, private equity sponsors, and underwriters in a broad range of securities transactions including registered offerings, Rule 144A and Regulation S offerings, consent solicitations, acquisition financing, and tender and exchange offers involving convertible securities, trust preferred securities, investment grade and high yield debt, subordinated debt and equity derivatives and securities in acquisition and other financings. Christian also represents companies and funds with respect to SEC reporting and compliance, including Section 13 and Section 16 obligations, corporate governance issues, and disclosure obligations. Christian has completed transactions in numerous industries including chemicals, consumer goods, energy, financial institutions, food & beverages, healthcare, hotels, media, real estate, shipping, special purpose acquisition companies, and technology.
Christian was named as a leading lawyer in the 2009 to 2018 editions of The Best Lawyers in America© and in the capital markets section of the 2010 to 2013 editions of International Financial Law Review 1000. He has also been recognized in The Legal 500 U.S. for his work in Capital Markets.
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.
Cicely LaMothe is an Associate Director for Disclosure Operations in the Division of Corporation Finance and oversees the Division’s disclosure review program for public companies. Ms. LaMothe joined the division in 2002 and served as the Senior Assistant Chief Accountant for the Office of Real Estate and Commodities, where she managed the accounting staff and led reviews of public company financial statements and related disclosure. She also previously served as an accounting branch chief and as a staff accountant in the division’s disclosure operations program.
Before coming to the SEC, Ms. LaMothe worked for six years in the private sector, including as the financial reporting manager for a public company and as a senior associate with a national accounting firm. She received her bachelor’s degree in accounting from Hampton University in 1996.
David A. Katz is a partner at Wachtell, Lipton, Rosen & Katz in New York City, an adjunct professor at New York University School of Law, and co-chair of the Board of Advisors of the NYU Law Institute for Corporate Governance and Finance. Previously, he was an adjunct professor at Vanderbilt University Law School and at the Owen Graduate School of Management. Mr. Katz is a corporate attorney focusing on mergers and acquisitions, corporate governance, shareholder activism and complex securities transactions, has been involved in many major domestic and international merger, acquisition and buyout transactions, strategic defense assignments and proxy contests, and has been involved in a number of complex public and private offerings and corporate restructurings. He frequently counsels boards of directors and board committees on corporate governance matters and crisis management.
Mr. Katz taught Mergers and Acquisitions at New York University School of Law for over 15 years and previously co-taught a joint law and business short course on mergers and acquisitions at Vanderbilt University Law School with Delaware Chief Justice Leo Strine. He is co-chair of the Tulane Corporate Law Institute.
In 2004, he was chosen by The American Lawyer as one of the 45 highest performing members of the private bar under the age of 45; in 2005, 2012 and 2015, he was selected by The American Lawyer as a Dealmaker of the Year; in 2016, he was named by NACD Directorship as one of the 100 most influential players in corporate governance for the seventh time; in 2013 he was named Lawyer of the Year by Global M&A Network; in 2014 and each of the five prior years he was named Who’s Who Legal’s Mergers and Acquisitions Lawyer of the Year, in 2014 was also named Who’s Who Legal’s Corporate Governance Lawyer of the Year and in 2015 and 2016 was named Who’s Who Legal’s Corporate Governance and M&A Lawyer of the Year; and in 2015 he was elected by The American College of Governance Counsel as an Inaugural Class Fellow.
Mr. Katz is a member of the American Bar Association, Section on Business Law, where he founded the Committee on Mergers and Acquisitions Task Force on the Dictionary of M&A Terms and a member of the Committee on Mergers and Acquisitions Subcommittee for Acquisitions of Public Companies. Mr. Katz is also a member of the Federal Securities Laws Committee, the New York State Bar Association and the Association of the Bar of the City of New York. Mr. Katz is a member of the Society for Corporate Governance and the National Association of Corporate Directors. Mr. Katz serves as a member of the Board of Trustees at New York University and at New York University School of Law. He sits on the Board of Directors of The Partnership for Drug-Free Kids and is a member of the Advisory Board at the John L. Weinberg Center for Corporate Governance at the University of Delaware. He writes a bi-monthly column on corporate governance for the New York Law Journal with his colleague Laura McIntosh.
Mr. Katz is a graduate of Brandeis University and New York University School of Law.
David M. Lynn is a partner in the Washington D.C. Office of Morrison & Foerster, and is co-chair of the firm’s Corporate Finance | Capital Markets practice. Mr. Lynn is a highly respected securities advisory counsel who provides guidance to Fortune 100 corporations, small public companies, underwriters and other market participants on corporate finance matters and best practices for disclosures and compliance. In addition to being a leading authority on SEC 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 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. As a result, he was intimately involved in implementing and interpreting the SEC rulemaking that occurred in the wake of the Sarbanes-Oxley Act. 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 and The Corporate Counsel, which are widely read sources on securities, governance and corporate law matters. Mr. Lynn served as co-chair of the Practising Law Institute’s Annual Institute on Securities Regulation and is a former chair of the Board of Trustees of the Securities and Exchange Commission Historical Society and the American Bar Association Business Law Section’s Federal Regulation of Securities Committee.
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 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 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.
Ethan A. Klingsberg is a partner in the New York office of Cleary Gottlieb Steen & Hamilton LLP. His practice comprises corporate, public company 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.
His essays and articles are published in 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. Forbes wrote earlier this year that “[e]very CEO and every board member of every publicly traded company (and every thinking-about-being-publicly traded company) should drop whatever they are doing and read” his essay, “The Schizophrenic Investor Landscape.”
James Walker concentrates in government investigations and enforcement proceedings, complex commercial litigation, professional liability and legal ethics. Mr. Walker represents companies and senior executives in investigations of potential violations of the securities laws, and law firms and lawyers in litigations and proceedings involving investigations of criminal, regulatory and/or professional misconduct claims. Mr. Walker is the Chair of the New York County Lawyer’s Association Professional Ethics Committee. He has served on the New York City Bar’s Professional Discipline, Professional and Judicial Ethics, Professional Responsibility, and Securities Regulation Committees, and on the New York State Bar Association Committee on Professional Ethics, where he has been a member since 1996. Mr. Walker frequently lecturers on legal ethics, internal investigations and corporate governance, and has published articles addressing on attorney-client privilege, professional ethics, and issues arising under the securities laws. Mr. Walker also serves as General Counsel to Richards Kibbe & Orbe LLP.
Jane Goldstein is co-head of Ropes & Gray’s mergers & acquisitions group and co-managing partner of the Boston office, maintaining offices in both New York and Boston. She is also co-head of the firm’s technology, media & telecommunications group and head of the retail & consumer brands industry group.
Jane advises a wide range of public and private companies and their boards of directors with respect to corporate governance, securities regulation and general legal matters, and frequently represents investment banking firms serving in financial advisory roles. She also has extensive experience counseling U.S. companies in the retail and consumer products industry. Representative clients include Adidas AG, Michaels Stores, Oscar de la Renta Ltd., Castanea Partners, General Catalyst, Charlesbank Capital, and Joseph Altuzarra.
Jane regularly participates as a guest speaker and panelist at industry events and is on the New York Bar Association Committee on Mergers, Acquisitions & Corporate Control Contests. Jane is also the Chair of the Board of Trustees of Green Mountain Valley School, Waitsfield, Vermont. Jane has received recognition from various legal ranking publications, including IFLR 1000, Chambers, The Best Lawyers in America and Legal 500.
Jane received her JD, magna cum laude, Boston University School of Law, 1989; Editor-in-Chief, Annual Review of Banking Law and BA (French Language and Literature), magna cum laude, Boston University, 1982.
Jennifer C. McGarey is corporate vice president and secretary of Northrop Grumman Corporation.
McGarey is responsible for all Northrop Grumman corporate secretary functions including day-to-day corporate governance, securities compliance and maintenance of the company’s U.S. and international subsidiaries.
McGarey previously served as general counsel and secretary of RCN Corporation, where she was also vice president, human resources and vice president and compliance officer. Prior to that, she served as vice president and corporate secretary for MCI Corporation and as vice president, deputy general counsel and secretary for US Airways.
McGarey is a member of the state bars of Virginia, Maryland and the District of Columbia; and the Society for Corporate Governance and Association of Corporate Counsel. She serves on the board of directors of Northern Virginia Community College and Pathway Homes.
She earned a bachelor’s degree in business administration from the College of William and Mary and a juris doctor degree from the University of Virginia.
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.
Joele is the founder and managing partner of Joele Frank, Wilkinson Brimmer Katcher. Founded in 2000, the firm has ranked #1 in M&A since 2013. For more than 25 years, Joele has been a trusted advisor to executive teams and Boards of Directors as they manage through some of the most complex situations in their company’s history. Having played a major role in more than 1,000 special situations, Joele understands the impact of communications on corporate reputation and a company’s ability to achieve its overall business objectives. Joele has been named to PRWeek’s Hall of Fame and Inside PR’s Hall of Fame as an All-Star for Investor Relations, and she has appeared on PRWeek’s PR Power List of the 25 top PR industry leaders.
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.
Jonathan Youngwood is Co-Chair of the Firm’s Litigation Department and is a member of the Executive Committee. With more than two decades of experience, Jon has represented clients in a wide range of high-profile complex commercial litigation and regulatory matters, including securities, corporate control, antitrust, and ERISA disputes.
Jon was named a “Distinguished Leader” by the New York Law Journal in 2017, an award that recognizes lawyers in leadership roles who have achieved impressive results in the last year. Chambers and Partners consistently recognizes Jon as a leading securities litigator (Band 1), describing him as a “very well-respected lawyer with a tremendous reputation, and is very good in the courtroom”; “a great advocate”; “the best lawyer on his feet – he is incredibly comfortable before judges and panels”; and a “smart, focused and creative lawyer who brings the required intensity to the job.” Chambers also describes him as “a detail-oriented litigator with the ability to get to the nub of an issue” who “has extensive securities knowledge”; a “flair for written work and oral advocacy”; who “commands respect in the courtroom”; and “is highly esteemed for his distinguished securities litigation practice, with a number of major financial institutions calling upon his skills in defending class actions, derivative claims and wider disputes work.” 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.” In 2017, he was the recipient of the “Securities Lawyer of the Year” award by Euromoney’s Benchmark Litigation, an award that recognizes the country’s most distinguished litigators; he was listed as a “Top 10 Nationwide Securities Star”; and is consistently recognized as a national and New York “Litigation Star” in Securities Litigation by Benchmark 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.
Katharine (Katie) Martin is chair of Wilson Sonsini Goodrich & Rosati's board of directors and a partner in the firm's Palo Alto office, where she practices corporate and securities law. Katie previously served as a member of the Policy Committee and as the leader of its business law department.
Katie has extensive experience in representing public companies. Her practice includes all aspects of company representation, including corporate governance, SEC compliance, 1934 Act issues, public offerings, private placements, and mergers and acquisitions. She also has represented underwriters in public offerings and issuers and investors in private equity financings.
Katie joined Wilson Sonsini Goodrich & Rosati in 1999, after 12 years at Pillsbury Madison & Sutro LLP, where she was a partner. She is a frequent speaker on corporate and securities law, corporate governance, and mergers and acquisition topics, presenting at such venues as PLI, Corporate Board Member, and the SEC Institute.
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.
Kyle Moffatt is Chief Accountant for the SEC’s Division of Corporation Finance. He previously served as an Associate Director responsible for oversight of the filing review program for public companies in the healthcare, insurance and financial services industries. Prior to joining the Division’s senior executive leadership team, Mr. Moffatt was an Associate Chief Accountant in the Division’s Office of the Chief Accountant where he provided accounting and reporting guidance to the financial services and telecommunications industry groups. He also previously served as an Accounting Branch Chief since joining the Division as a Professional Accounting Fellow in 2000.
Prior to joining the SEC, Mr. Moffatt was a Manager in the Assurance and Advisory Business Services group at Ernst & Young. He is a graduate of the University of Maryland at College Park and a member of the American Institute of CPAs.
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.
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.
Ms. Brown is Chair of the Capitol Hill Day School Board of Trustees.
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 Chair of the firm’s Insurance 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, forthcoming 2019).
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 Jaffe is a partner in the New York office of Latham & Watkins. Mr. Jaffe is the Global Chair of the Corporate Department and former Global Co-Chair of the firm’s Capital Markets Practice. His practice centers on corporate finance and general securities and corporate matters. His clients include US and foreign investment banks, New York Stock Exchange and Nasdaq-listed companies, non-US corporations, private equity funds, and mezzanine investment funds.
Mr. Jaffe has substantial experience representing issuers, investment banking firms, and investors in public and private debt and equity offerings and lending transactions of all kinds in industries including: entertainment, financial services, gaming, hospitality, manufacturing, energy, media and telecommunications, technology, and retail. He has also represented investment banks, companies, and investors in other engagements such as: exchange offers, tender offers and consent solicitations, restructurings, bridge lending and loan commitments, and other financing transactions.
Mr. Jaffe is a member of the New York State Bar Association and the American Bar Association, is on the Securities Regulation Committee of the Bar of the City of New York, and is a frequent speaker on securities law-related topics. Mr. Jaffe was recognized in The American Lawyer’s Dealmakers of the Year issue for his leadership of Manchester United’s 2012 IPO on the New York Stock Exchange.
In Chambers USA, impressed clients say he is "immediately responsive," "his legal analysis is spot-on," and he has “unbelievable judgment.” Mr. Jaffe was named to The Legal 500 US Hall of Fame and described as “pre-eminent in the capital markets space,” “head and shoulders above the rest,” and “a leading light.” He was also ranked as one of the leading capital markets lawyers by Chambers Global, Chambers USA, IFLR1000, and The Legal 500, and recognized by The Legal 500 Latin America.
Marc P. Berger was named Director of the New York Regional Office in December 2017. The New York office has responsibility for the largest concentration of SEC-registered financial institutions, including more than 4,000 investment banks, investment advisers, broker-dealers, mutual funds, and hedge funds.
Before serving at the Commission, Mr. Berger was global co-head of Ropes & Gray LLP’s Securities and Futures Enforcement Practice. His practice focused on white-collar criminal defense, regulatory enforcement, and internal investigations.
From 2002 to 2014, Mr. Berger served as an Assistant U.S. Attorney in the Southern District of New York, including serving as Chief of that office’s Securities and Commodities Fraud Task Force. In that role, he supervised the investigation and prosecution of some of the nation’s highest profile financial and investment fraud cases, including the largest crackdown on hedge fund insider trading in U.S. history. As a prosecutor, Mr. Berger also personally investigated and tried a wide variety of cases involving securities and commodities fraud, as well as other crimes.
Mr. Berger earned his bachelor’s degree with distinction from Cornell University in 1996 and his law degree from the University of Virginia School of Law in 1999. Before joining the U.S. Attorney’s Office in Manhattan, he served as a law clerk for the Honorable Richard M. Berman of the U.S. District Court for the Southern District of New York.
Mark J. Gentile is a member of the Wilmington, Delaware firm of Richards, Layton & Finger, P.A. Richards Layton is Delaware’s largest law firm and is best known for its expertise in corporate law. Mr. Gentile’s practice focuses on the General Corporation Law of the State of Delaware, advising corporations, officers, directors, board committees, and stockholders in connection with mergers and acquisitions, divestitures, recapitalizations, strategic planning, major equity investments, and corporate governance issues. Mr. Gentile currently represents directors of companies listed on NYSE and NASDAQ in connection with these matters.
Mr. Gentile is an appointed member of the American Bar Association’s Committee on Corporate Laws, where he most recently co-chaired the ABA’s Task Force on The Corporate Director’s Guidebook. He is a contributing author to The Delaware Law of Corporations and Business Organizations, has authored numerous articles on various aspects of corporate law, and is a frequent lecturer regarding corporate law and business combinations at securities and corporate law symposiums.
Chambers USA - America’s Leading Lawyers for Business has recognized Mr. Gentile for excellence in corporate law. He has also been listed in the Lawdragon 500 Leading Lawyers in America, the Lawdragon 500 Top Dealmakers in America, The International Who’s Who of Business Lawyers, The Best Lawyers in America, and Delaware Super Lawyers.
Mr. Gentile received his JD, cum laude, from Boston University School of Law, where he was managing editor of the Law Review.
Martin Dunn is senior of counsel based in Morrison & Foerster’s Washington, D.C. office. Prior to his career in private law, Mr. Dunn spent 20 years at the U.S. Securities and Exchange Commission, having served as Chief Counsel, Deputy Director and Acting Director of the SEC’s Division of Corporation Finance, as a highly respected counselor to public companies. Mr. Dunn “is an immensely respected regulatory expert… He provides high-end securities counseling on regulatory compliance and transactional matters.” as noted in Chambers USA.
Fortune 500 clients turn to Mr. Dunn for his skillful counsel on critical issues they face. He offers a unique insider's perspective and clients admire his ability to apply practical guidance to situations that they face every day. He provides guidance on corporate governance and securities laws to newly formed publicly traded companies as well as to established ones. Mr. Dunn counsels companies through the public offering process, including compliance with the SEC requirements and responses to SEC comments.
In his role with the SEC, Mr. Dunn supervised the Corporation Finance Division’s Offices of Chief Counsel, Chief Accountant, Mergers and Acquisitions, International Corporate Finance, Rulemaking, Small Business and Enforcement Liaison. He oversaw many of the SEC’s most significant initiatives on disclosure, governance and capital-raising, including reforming the securities offering process, updating Rule 144, implementing the Sarbanes-Oxley Act, adopting the plain English requirements for prospectuses, implementing electronic proxy delivery, and easing exempt and registered capital formation for small businesses.
Mr. Dunn is top ranked by Chambers USA in the area of Securities Regulation: Advisory, noting that he is a “‘preeminent securities lawyer’ and a ‘true expert’ in the field when it comes to advising on SEC regulation and corporate governance issues” (Chambers USA 2016). He has also been named a recommended lawyer by Legal 500 US for Capital Markets in Debt Offerings, Equity Offerings and High-Yield Offerings and is recognized by Who’s Who Legal: M&A and Governance 2019 as a Corporate Governance Lawyer. During his career at the SEC, he was the recipient of numerous awards, such as the SEC Capital Markets Award, SEC Regulatory Award, SEC Law and Policy Award, SEC Chairman’s Award for Excellence, and the Federal Bar Association’s Philip A. Loomis, Jr. Award.
Mr. Dunn is frequently sought after to speak, write and comment on securities law topics. He is co-editor of the widely read newsletter, The Corporate Counsel a premier publication in the field. He is on the Executive Committee of the Northwestern University School of Law’s Securities Regulation Institute, a past Chair of the Northwestern University School of Law’s Ray Garrett Jr. Corporate and Securities Law Institute, and the University of Texas School of Law’s Conference on Securities Regulation and Corporate Law, and has been on the faculty of the ALI CLE’s Regulation D and Private Placements Conference for more than 20 years. Mr. Dunn also speaks frequently as a member of the faculty of the Practising Law Institute.
Mr. Dunn served as Co-Chair of the Nasdaq Listing and Hearing Review Council and he has been an adjunct professor at Georgetown University Law Center and the University of Maryland School of Law.
Mary Jo White is a litigation partner and Senior Chair at Debevoise & Plimpton LLP, and leader of the firm’s Strategic Crisis Response and Solutions Group where she counsels boards of directors and represents clients on significant, high-profile matters, including crises involving multi-faceted government investigations and cases.
Ms. White also has a distinguished record of public service, having just completed a nearly four-year term as Chair of the United States Securities and Exchange Commission and previously serving as the United States Attorney for the Southern District of New York, the nation’s premier U.S. Attorney’s Office, for almost nine years.
Under her leadership as SEC Chair, from 2013-2017, the Commission significantly enhanced its enforcement program and strengthened protections for investors and the markets through a range of transformative initiatives to address a wide range of issues exposed by the financial crisis. During her tenure, the Commission initiated more than 2,850 enforcement actions and achieved record financial recoveries.
As the U.S. Attorney for the Southern District of New York from 1993 to 2002, Ms. White became the only woman to hold the top position in that office’s more than 200-year history. Ms. White oversaw major prosecutions of white collar crime, organized crime and international terrorism. Her work in terrorism included the successful prosecutions of those responsible for the1993 World Trade Center bombing, the Day of Terror Plot, the Manila Air Plot and the prosecutions of those responsible for the 1998 East African embassy bombings in Kenya and Tanzania, which included the indictment of Osama bin Laden.
Ms. White has also gained prominence as a premiere white collar lawyer at Debevoise, where she also served as a litigation partner from 1983 to 1990, Chair of the Litigation Department from 2002-2013. Having recently returned to Debevoise, she has resumed assisting clients with their most critical matters.
Ms. White has been recognized by the National Law Journal as one of “50 Most Influential Women Lawyers in America,” and is a recipient of numerous honors, including the Sandra Day O’Connor Award for Distinction in Public Service, the George W. Bush Award for Excellence in Counterterrorism, the Magnificent 7 Award of the Business and Professional Women/USA and the Women of Power and Influence Award from the National Organization of Women. She has also been named to the Forbes “Power Women List.”
Ms. White graduated from William & Mary, Phi Beta Kappa with a B.A. in Psychology, The New School for Social Research with an M.A. in Psychology and Columbia Law School with a J.D., where she was an officer of the Law Review.
Melissa Sawyer is a partner in Sullivan & Cromwell LLP’s Mergers & Acquisitions Group and is co-head of the Firm’s Corporate Governance & Activism Practice. In addition to advising clients on public and private M&A transactions, joint ventures and strategic alliances, she also regularly advises clients on corporate governance, activism and takeover defense matters. Ms. Sawyer’s experience spans multiple industries, including consumer and retail, industrials, medtech and insurance.
Ms. Sawyer has been repeatedly recognized as a leading M&A adviser. She is ranked by Chambers USA in Corporate/M&A, where clients describe her as “an absolute superstar,” and was named a Client Service All-Star by BTI. She was also named to The Deal’s “Women in M&A: The Powerhouse 20” for shaping the industry with her novel approach to transactions and has been recognized as a Law360 MVP in Food & Beverage, one of Crain’s “Leading Women Lawyers in New York City” and was named “Dealmaker of the Week” by The American Lawyer. Additional accolades include receiving a Burton Award for Legal Achievement and being chosen as an Empire State Counsel Honoree by the New York State Bar Association.
Ms. Sawyer has recently advised: Apollo Education, AT&T, BBA Aviation, CONMED, CPPIB, CSM Bakery, Diageo, DS Smith, FXI, GameStop, OTPP, Sotheby’s and UnitedHealth.
Ms. Sawyer is currently a Lecturer in Law at Columbia Law School, a Fellow of the American Bar Foundation and a member of the Mergers, Acquisitions & Corporate Control Contests Committee of the New York City Bar Association. Ms. Sawyer has participated in numerous panels for the Practising Law Institute and regularly writes for The M&A Lawyer, The Deal Pipeline and LexisNexis.
University of Virginia Law School, J.D. 2000
Washington and Lee University, B.A. 1997
Meredith Cross is a partner in the Transactional and Securities Departments, and a member of the Corporate Practice and Strategic Response Group in the Washington, D.C. office 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 Chair of the Securities Regulation Institute and 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 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 Governors of the Wilmer Eye Institute at Johns Hopkins.
Honors & Awards
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.
Mr. Mundheim is Of Counsel to Shearman & Sterling and Professor of Corporate Law & Finance at the James E. Rogers College of Law at the University of Arizona. He was formerly the Executive Vice President and General Counsel of Salomon, Inc. (1992-1997). Mr. Mundheim was the University Professor of Law and Finance at the University of Pennsylvania (1980-1992) and the Dean of the University of Pennsylvania Law School (1982-1989). In addition, Mr. Mundheim has served as General Counsel of the U.S. Treasury Department (1977-1980) and as Special Counsel of the Securities & Exchange Commission (1962-1963).
Mr. Mundheim was a member of the American Bar Association’s Standing Committee on Ethics and Professional Responsibility (2006-2012) and served as its Chair (2008-2011). He was a member of the Council of the American Law Institute (1985-2012) and served as a Consultant and Advisor to the Council on the Institute’s Principles of Corporate Governance (1980-1992). He also served as an Advisor to the American Law Institute’s Restatement of the Law – the Law Governing Lawyers, as a member of the American Bar Association President’s Task Force on Corporate Responsibility, and as a member of the Association of the Bar of the City of New York’s Presidential Task Force on Lawyers’ Role in Corporate Governance.
Ms. Paradise is General Counsel of White & Case LLP. As such, she advises the Firm's lawyers on issues relating to professional responsibility, manages the Firm’s Compliance and New Business Teams, and is a member of the Firm's Global Risk Management Committee.
Prior to joining White & Case, Ms. Paradise practiced in the litigation department at another leading firm where she litigated matters on behalf of financial service and communications industry clients.
Ms. Paradise is a former member of the American Bar Association's Standing Committee on Ethics and Professional Responsibility and of the Committee on Professional Responsibility of the Association of the Bar of the City of New York. She frequently lectures on issues pertaining to professional responsibility and teaches Ethics and Professionalism at Fordham Law School.
Ms. Paradise is a graduate of Columbia Law School where she was an Editor of the Columbia Law Review and a Stone and Kent Scholar. Ms. Paradise clerked for the Honorable Nina Gershon, United States District Court Judge for the Eastern District of New York from 2002-2003.
Nancy Wojtas is a Partner at Cooley LLP, an international law firm, and has served as counsel in connection with corporate governance matters, acquisitions, dispositions, mergers, private and public offerings, joint ventures, venture capital and bank financings, proxy contests, cryptocurrency offerings and going private transactions.
Nancy began her career with the Securities and Exchange Commission in the Division of Trading and Markets and she later served as counsel to the Chairman of the Commission.
Nancy was recognized as Lawyer of the Year in Corporate Governance in Palo Alto by The Best Lawyers in America in 2013. She has been recognized as a leading lawyer by The Best Lawyers in America in Corporate Governance from 2007-2019 and in its 2016 “Women Lawyer of the Year” awards.
Nancy is a member of the Opinions Committee of the California State Bar. Formerly she was the co-chair of the Corporations Committee of the Business section of the California State Bar.
Nancy is a frequent speaker on corporate governance, securities law and cryptocurrency and blockchain topics. In 2019, Nancy was an adjunct professor at Santa Clara Law School teaching Securities Regulation.
New York University School of Law
Wayne State University School of Law
University of Michigan
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 is 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), 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: 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).
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.
Sarah F. Warren is special counsel in Fried Frank's White Collar Criminal Defense and Securities Enforcement Practice, resident in the New York office. Her practice focuses on government and regulatory investigations, often involving complex financial instruments. Ms. Warren also serves as Fried Frank's associate general counsel and is a member of the Firm's Professional Responsibility Committee. In that role, Ms. Warren regularly advises the Firm and clients on ethical issues, professional responsibility, issues related to conflicts of interest and risk management.
Ms. Warren's pro bono experience has included representation of clients before the Special Master of the September 11th Victim Compensation Fund, the wrongfully convicted seeking exoneration through The Innocence Project at Benjamin N. Cardozo School of Law and, through the Criminal Justice Act for the Southern District of New York, indigent criminal defendants in federal criminal prosecutions. Ms. Warren served as co-Chair of the Young Professionals Committee of The Innocence Project for 5 years, ending in 2017, and is an active member of The Innocence Project Lawyers Committee, the Fried Frank Women's Forum and the American Bar Association. In recognition of her work on behalf of The Innocence Project, Ms. Warren received the Advocate for Justice Award in 2013.
Ms. Warren is actively engaged in industry current affairs. She was recently elected to serve a three-year term on the New York City Bar Association's Committee on Professional Ethics. In addition, she is editor-in-chief of the ABA Business Law Section and Professional Responsibility Newsletter, The Ethical Business Lawyer, and is an active member of the Firm Counsel Connection, which is affiliated with the ABA's Sections of Business Law, Law Practice Management and Litigation. Ms. Warren is also regularly asked to speak on industry topics.
Ms. Warren received her JD from Benjamin N. Cardozo School of Law in 2001 and her BA from Boston University in 1995.
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 $40 billion (as of June 2019) 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. and as Chairman of the Alternative Investment Management Association, 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).
Stephanie Avakian was named Co-Director of the U.S. Securities and Exchange Commission’s Division of Enforcement in June 2017, after serving as Acting Director since December 2016. She was previously the Division of Enforcement’s Deputy Director, serving from June 2014 to December 2016.
Before being named Deputy Director, Ms. Avakian was a partner at Wilmer Cutler Pickering Hale and Dorr LLP, where she served as a vice chair of the firm’s securities practice and focused on representing financial institutions, public companies, boards, and individuals in a broad range of investigations and other matters before the SEC and other agencies.
Ms. Avakian previously worked in the Division of Enforcement as a branch chief in the SEC’s New York Regional Office, and later served as counsel to former SEC Commissioner Paul Carey.
Ms. Avakian received her bachelor’s degree from the College of New Jersey and a law degree from Temple University’s Beasley School of Law, both with high honors.
Stephen Fraidin is a partner at Cadwalader, Wickersham & Taft LLP. He represents major corporations and investment funds, special committees and boards of directors in connection with acquisitions, mergers, proxy contests, corporate governance engagements and other matters.
Listed among the ten Most Highly Regarded Individuals worldwide in The International Who's Who of Mergers Acquisitions Lawyers in 2013 and selected by Law360 as an MA MVP of the Year in 2013, Stephen is recognized annually by Chambers USA, Chambers Global, The Best Lawyers in America and Super Lawyers. Clients have asserted that his enthusiasm for the task and his encyclopedic command of the issues are terrific and described him as a superb deal-maker whether for private equity sources or public companies, and Chambers has described him as a seasoned and experienced transactional lawyer who is well respected in the MA community with a lot of gravitas, and lauded him for his profound experience of the market, calling him a brilliant lawyer who is praised for his confident supervision of multi-stranded transactions.
He has twice been the recipient of The American Lawyer's Dealmaker of the Year award: in 2012 for his work on behalf of Blum Capital Partners and Golden Gate Capital in their $2 billion acquisition, together with Wolverine World Wide, of Collective Brands and in 2010 for his work on behalf of 3G Capital in its acquisition, with Berkshire Hathaway, of Heinz, a transaction that was also recognized as a Deal of the Year by Investment Dealers' Digest, The Deal Magazine, MA Atlas and IFLR Americas. In 2012, Stephen was honored by Yale Law School with the Simeon E. Baldwin Award for his creativity and teaching skills. He has also been the recipient of the Joseph Proskauer Award and the Stephen E. Banner Award, from UJA-Federation of New York.
Stephen has been a visiting lecturer at Yale Law School since 1988 and is currently a member of the Advisory Board of the Harvard Law School Program on Corporate Governance; the Board of Advisors of New York University's Institute for Corporate Governance Finance; the Board of Advisors of the Institute for Law and Economics at the University of Pennsylvania Law School; the Board of Advisors of the Yale Law School Center for the Study of Corporate Law.
Stephen has been the author or co-author of a number of articles, including Special Committee Law (New York Law Journal, November 6, 2006); Shareholders at the Door, (New York Law Journal, November 8, 2004); Advice for Lawyers: Navigating the New Realm of Federal Regulation of Legal Ethics (University of Cincinnati Law Review, Volume 72, Winter 2003); Strategic Alliances and Corporate Control (Case Western Reserve Law Review, Summer 2003); and Toward Unlocking Lockups (Yale Law Journal, May 1994).
Stephen received his LL.B. from Yale Law School and A.B. from Tufts University. He is admitted to practice in the State of New York.
Stephen M. Cutler is a partner and head of the Government and Internal Investigations Practice at the law firm of Simpson Thacher & Bartlett LLP. He advises companies, boards and senior executives on government and internal investigations, corporate governance and regulatory matters. Previously, he was a Vice Chairman at JPMorgan Chase & Co., following nine years as the company's General Counsel, including during the financial crisis. Before joining JPMorgan Chase, Mr. Culter served for nearly four years as Director of the U.S Securities and Exchange Commission's Division of Enforcement, where he oversaw the Commission's investigations of public companies, as well as broker-dealers and investment advisors. Mr. Cutler received his college degree (summa cum laude) from Yale University and his law degree from Yale Law School, where he was an Editor of the Yale Law Journal. Following law school, Mr.
Cutler clerked for Judge Dorothy W. Nelson of the U.S. Court of Appeals for the Ninth Circuit. Mr. Cutler serves on the boards of the National Women's Law Center and the Metropolitan Museum of Art. He previously served on the board of the Financial Industry Regulatory Authority (FINRA).
Steven Peikin was named Co-Director of the SEC’s Division of Enforcement in June 2017.
Before serving at the Commission, Mr. Peikin was Managing Partner of Sullivan & Cromwell LLP’s Criminal Defense and Investigations Group. His practice focused on white-collar criminal defense, regulatory enforcement, and internal investigations.
From 1996 to 2004, Mr. Peikin served as an Assistant U.S. Attorney in the Southern District of New York. He was Chief of the Office’s Securities and Commodities Fraud Task Force, where he supervised some of the nation’s highest profile prosecutions of accounting fraud, insider trading, market manipulation, and abuses in the foreign exchange market. As a prosecutor, Mr. Peikin also personally investigated and tried a wide variety of cases involving securities and commodities fraud, as well as other crimes.
Mr. Peikin received his bachelor’s degree from Yale University and a law degree from Harvard Law School, both magna cum laude. Following law school, he served as a law clerk to the Honorable J. Edward Lumbard, United States Circuit Judge, Second Circuit, and the Honorable Robert P. Patterson, Jr., United States District Judge, Southern District of New York.
Mr. Peikin is Adjunct Professor of Law at NYU Law School. He is President of the Board of Directors of the Center for Hearing and Communication, a non-profit health and human services agency that serves the deaf and hard of hearing.
THOMAS J. KIM advises public companies, their boards of directors and underwriters on a broad range of SEC disclosure and regulatory matters, capital market and tender offer transactions and corporate governance and compliance issues and practices. He also advises audit firms on independence and financial reporting issues. He handles matters for companies with the U.S. Securities and Exchange Commission, including obtaining no-action relief, interpretive guidance and waivers, as well as handling disclosure and financial statement reviews by the Division of Corporation Finance and SEC Enforcement investigations involving disclosure, registration or auditor independence issues.
Prior to joining Sidley in 2013, Tom served for six years as the Chief Counsel and Associate Director of the Division of Corporation Finance at the SEC. As Chief Counsel, Tom was responsible for the Division’s no-action, interpretive and exemptive positions, and under his leadership, the Chief Counsel’s Office revised and updated all of the Division’s telephone interpretations as Compliance and Disclosure Interpretations and issued several significant Staff Legal Bulletins related to shareholder proposals, legality and tax opinions and suspending reporting obligations. Tom also led a number of notable SEC rulemakings and policy initiatives, including implementing the JOBS Act’s requirement to eliminate the prohibition on general solicitation in Securities Act Rules 506 and 144A offerings, the concept release on the U.S. proxy system, and the interpretive release on the use of company websites.
Tom also oversaw the Division’s Office of Enforcement Liaison, which refers matters to the Division of Enforcement and advises on offering and disclosure-related issues in enforcement cases.
Prior to joining the SEC in 2006, Tom served as Corporate and Securities Counsel for the General Electric Company in Fairfield, CT.
Tom currently 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, Tom edited several editions of the ABA’s Corporate Director’s Guidebook. He is a co-chair of Sidley’s Washington D.C. Diversity Committee.
Tom serves as Vice Chair of the Northwestern Pritzker Law School’s Annual Securities Regulation Institute.
Valerie A. Szczepanik is Senior Advisor for Digital Assets and Innovation and an Associate Director for the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC). Before that, she served as Assistant Director in the Division of Enforcement’s Cyber Unit. She is Head of the SEC’s Distributed Ledger Technology Working Group, Co-Head of its Dark Web Working Group, and a member of its FinTech Working Group. Ms. Szczepanik served as a Special Assistant United States Attorney at the United States Attorney’s Office for the Eastern District of New York. She clerked for federal judges on the United States District Court for the District of Columbia and the United States Court of Appeals for the Federal Circuit and, prior to clerking, practiced patent law. Ms. Szczepanik received her JD from Georgetown University and her Bachelor of Science degree in Engineering from the University of Pennsylvania.
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.
Winnie Lerner is the Managing Partner for Finsbury’s North American operations. Most recently, she was head of the New York office and Capital Markets practice for Glover Park Group (GPG), the leading communications and public affairs agency in Washington, DC, and Finsbury’s strategic partner.
Previously, she was head of global communications for Ralph Lauren, and, prior to Ralph Lauren, spent 16 years at The Abernathy MacGregor Group, a leading boutique communications consultancy, where she departed as Co-President of the firm.
During her agency tenure, she has helped guide numerous Fortune 100 companies, private companies, institutions and portfolio companies through complex situations, including changes to leadership, sensitive litigation, product tampering, control contests, shareholder activism and governance, SEC investigations and regulatory issues.
Ms. Lerner also worked as a Legislative Assistant on the House of Representatives Subcommittee on Telecommunications and Finance. She sits on the boards of SNHU and Motivis Learning and is on the Leadership Committee for No Kid Hungry. She is based in New York City.
Colleen P. Mahoney, a partner in Skadden's Washington, D.C. office, heads the firm's Securities Enforcement and Compliance 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.
Curtis is recognized as a leading corporate and securities lawyer in Silicon Valley.
Curtis has represented emerging growth companies, major public companies,investment banks, venture capital funds and private equity funds in hundreds of public offerings, mergers and acquisitions, buyouts, venture capital financings and other complex transactions. He has extensive experience in corporate governance matters and regularly acts as general outside counsel to public and private companies at all stages of development, particularly in the technology, life sciences and consumer sectors.
Curtis was the founding and managing partner of the Palo Alto office of two different national law firms, and co-chair of the Corporate group in Silicon Valley for a third. He is a past co-Chair of PLI’s Annual Institute and founded and co-Chairs PLI’s Venture Capital series.
Elaine H. Mandelbaum was most recently General Counsel of Litigation and Regulatory Investigations of Citigroup’s Institutional Clients Group (ICG). She and her group were responsible for all litigation, arbitrations, internal investigations and regulatory inquiries and related investigations, sweeps and enforcement proceedings for Citigroup’s institutional businesses, including corporate and investment banking, sales and trading, capital markets origination, securities services, trade and treasury services and private banking. Elaine also was a member of the Global ICG Legal Management Committee. Prior to starting at Citigroup in 1997, 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.
Jennifer Zepralka is the Chief of the Office of Small Business Policy in the U.S. Securities and Exchange Commission’s Division of Corporation Finance. 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.
Before joining the Office of Small Business Policy in 2018, Ms. Zepralka was a partner in the Transactional and Securities Departments at Wilmer Cutler Pickering Hale and Dorr LLP, where she focused on federal securities law compliance, disclosure and corporate governance issues. Ms. Zepralka previously worked in the Division of Corporation Finance as Senior Special Counsel to the Director of the Division of Corporation Finance from 2009 to 2013. Prior to first joining the SEC staff, she was an associate and counsel at WilmerHale in New York and Washington, DC and an associate at Allen & Overy in London.
Ms. Zepralka received her law degree from the University of Pennsylvania Law School and B.A. from Dartmouth College.
Lona is a partner in Shearman & Sterling’s Capital Markets and Corporate Governance practices. He has extensive experience representing companies, financial institutions and their boards on corporate governance, disclosure, and securities law compliance matters and on the financial regulatory process. He also advises companies and financial institutions on all aspects of public and private offerings of equity, equity-linked, high yield debt and investment grade debt securities.
Prior to returning to the firm in 2017, Lona served in senior positions at the Securities and Exchange Commission for over four years. From 2013 to 2015, he served as Chief of Staff to SEC Chair Mary Jo White, where he was the top advisor to the Chair on all issues, including policy development, rulemaking, strategy and management. During this time, he led the rulemaking and implementation efforts related to all mandates under the Dodd-Frank and JOBS Acts and directed the SEC's asset management, market structure, public company disclosure effectiveness and private offering reform programs. He also served as the SEC deputy to the Financial Stability Oversight Council and was the primary SEC liaison with other financial regulators. Lona joined the SEC in 2011 as Deputy Director of the Division of Corporation Finance and later became its Acting Director. In this role, he was responsible for the division's overall activities and operations, including rulemaking, interpretive guidance and the public company filing review program. Following his SEC tenure, Lona joined Bridgewater Associates, LP, where he was the Chief Governance Officer and a senior advisor to founder Ray Dalio.
Prior to joining the SEC in 2011, Lona was a partner in Shearman & Sterling’s Capital Markets group. He first joined the firm in 1998.
Patricia regularly provides advice on corporate governance matters and a variety of corporate transactions for publicly traded and privately held corporations. Patricia is often called upon to advise on mergers and acquisitions, financings, asset sales and other significant transactions. Her work includes structuring complex transactions and often involves counseling boards of directors and board committees on their fiduciary duties and the technical aspects of Delaware corporate law. She also provides formal legal opinions on issues involving Delaware corporate law.
Patricia is actively involved with the American Bar Association’s Mergers & Acquisitions Committee and Corporate Laws Committee. She is Co-Chair of the Subcommittee on Acquisitions of Public Companies of the M&A Committee and Co-Chair of the MBCA Implementation and Outreach Subcommittee of the Corporate Laws Committee. From 2011-2018, she also served as Co-Chair of the Joint Task Force on Governance Issues in Business Combinations. As part of her role as Task Force Co-Chair, she served as an editor of The Role of Directors in M&A Transactions: A Governance Handbook for Directors, Management and Advisors.
Patricia is a member of the Council of the Corporation Law Section of the Delaware State Bar Association and, in that capacity, participates in the annual review of, and preparation of amendments to, the Delaware General Corporation Law. She was appointed by the Delaware Supreme Court to serve as a member of the court’s Board on Professional Responsibility (2012-2018). In 2018, she became a fellow of the American College of Governance Counsel, and in 2019 was named to the Board of Trustees and Secretary.
Patricia also frequently speaks on Delaware corporate law issues at corporate law seminars and symposia around the country, including the Tulane Corporate Law Institute, the University of Texas Mergers & Acquisitions Institute, the Ray Garrett Jr. Corporate and Securities Law Institute, the Northwestern Law Securities Regulation Institute and the ABA National M&A Institute.
Patricia received her J.D., magna cum laude, from Villanova University School of Law in 1996, where she served as Executive Editor of the Villanova Law Review. She completed her undergraduate education at University of Delaware, receiving a B.S., magna cum laude, in 1992. Prior to joining Morris, Nichols, Arsht & Tunnell LLP, Patricia served as law clerk to The Honorable Randy J. Holland of the Supreme Court of the State of Delaware.
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.
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.
James McDonald joined the CFTC from the U.S. Attorney's Office for the Southern District of New York. Earlier in his career, Mr. McDonald served as a law clerk to the Honorable John G. Roberts, Jr., Chief Justice of the United States, and, before that, as a law clerk to the Honorable Jeffrey S. Sutton, Jr., on the United States Court of Appeals for the Sixth Circuit. A graduate of Harvard College and University of Virginia School of Law, Mr. McDonald previously served in the Office of White House Counsel under President George W. Bush, and he worked at the law firm of Williams & Connolly LLP. Originally from Tulsa, Oklahoma, Mr. McDonald has also served as a visiting professor at the University of Tulsa College of Law, where he taught Constitutional Law, Federal Courts, Foreign Relations Law, and Supreme Court Decision-making.
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.”
Michael Littenberg is a partner at Ropes & Gray, in the Securities and Public Companies practice. He is based in the New York office.
Michael advises U.S. and foreign public and private companies, investment banks, private equity funds and other private investment funds in transactional matters, including securities offerings and mergers and acquisitions. Michael also counsels U.S. public companies and foreign private issuers and their boards, board committees, special committees, executive officers and investors in connection with ongoing compliance under the U.S. securities laws, exchange requirements and governance matters. His clients range from large well-known institutions to growing companies across every major industry.
As part of his practice, for almost 30 years, Michael has been active in advising leading public and private companies, asset managers and asset owners on ESG, corporate social responsibility and supply chain compliance matters, and he is widely viewed as one of the leading practitioners in this emerging area. Michael is ranked in Chambers Global’s Business and Human Rights category, has been included for multiple years in various top influencer lists relating to CSR, conflict minerals and modern slavery compliance and has been a member of numerous advisory panels on a range of ESG issues, and is a current member of the SASB Standards Advisory Group.
In the ESG/CSR/supply chain compliance space, Michael advises clients on, among other things: compliance with a wide range of enacted, pending and proposed regulatory requirements, “soft law” instruments and industry and NGO codes of conduct, standards, frameworks and guidance; due diligence; risk and impact assessments; structuring and implementation of tailored compliance policies, procedures, programs and codes of conduct; public benefit corporations; impact and socially responsible investing; sustainable financing; training; benchmarking; regulatory and voluntary disclosures and other communications; stakeholder engagement; and grievance mechanisms.
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.
William H. Hinman is Director of the SEC’s Division of Corporation Finance. The Division seeks to ensure that investors are provided with material information in order to make informed investment decisions, provides interpretive assistance to companies with respect to SEC rules, and makes recommendations to the Commission regarding new and existing rules.
Before serving at the Commission, Mr. Hinman was a partner in the Silicon Valley office of Simpson Thacher & Bartlett LLP, where he practiced in the corporate finance group. He has advised issuers and underwriters in capital raising transactions and corporate acquisitions in a wide range of industries, including technology, e-commerce, and the life-sciences.
Prior to joining Simpson Thacher in 2000, Mr. Hinman was the managing partner of Shearman & Sterling’s San Francisco and Menlo Park offices. He received his B.A. from Michigan State University with honors in 1977 and his J.D. in 1980 from Cornell University Law School, where he was a member of the Editorial Board of the Cornell Law Review. He is a member of the Bar Association of the State of California and the Association of the Bar of the City of New York. Mr. Hinman also is a fellow of the American Bar Foundation.
David N. Feldman concentrates his practice on corporate and securities law and mergers and acquisitions, as well as general representation of public and private companies, entrepreneurs, investors, and private equity and venture capital firms. Mr. Feldman also advises emerging growth companies with regard to alternatives to traditional financing through initial public offerings. He is also considered an authority on public offerings through the recently implemented SEC Regulation A+. Mr. Feldman also represents investors, social media sites, public and private issuers and applicants for grow and dispensary licenses in the emerging cannabis industry.
Mr. Feldman has authored four books on finance and entrepreneurship, and contributed to three other books. His latest book, Regulation A+ and Other Alternatives to a Traditional IPO (John Wiley & Sons), will be available in February 2017. His popular blog at http://www.davidfeldmanblog.com/, focusing on entrepreneurship and the regulatory environment, has been recognized by LexisNexis as a Top 25 corporate law blog, and his videos appear on his YouTube channel, The Entrepreneur’s Advocate.
Mr. Feldman is a graduate of the University of Pennsylvania Law School, and of the Wharton School of the University of Pennsylvania. He has served as chair of the board of Wharton’s global alumni association.
Thomas W. Yang is Managing Director and Associate General Counsel at Bank of America Merrill Lynch and is co-head of the global team of attorneys that covers the Debt Capital Markets and Equity Capital Markets groups worldwide. Mr. Yang focuses on both debt capital markets and equity capital markets transactions, as well as U.S. and international regulatory and policy matters affecting the securities industry. Mr. Yang is the chairperson of the Capital Markets Committee of the Securities Industry and Financial Markets Association (SIFMA) and is a member of the Corporate Financing Committee of the Financial Industry Regulatory Authority (FINRA). Prior to joining Bank of America Merrill Lynch, Mr. Yang was a Director and Counsel in the Transactions Advisory Group at Credit Suisse First Boston from 2000 to 2005 and had practiced law with the firm of Brown & Wood LLP prior to then.
David M. Detweiler is Executive Vice President and General Counsel of Volkswagen Group of America, Inc., as well as a board member of Electrify America, LLC. Mr. Detweiler oversees legal operations including product regulatory and product litigation, environmental and emissions, corporate governance, human resources, sales and marketing as well as privacy, e-discovery and data governance matters. In February 2016, Mr. Detweiler joined Volkswagen Group of America from the Frankfurt office of Clifford Chance LLP, where he advised clients including Volkswagen AG, Siemens AG, Airbus S.A.S. and Infineon Technologies AG on capital markets and corporate transactions. Mr. Detweiler practiced with Rogers & Wells LLP in New York and London before the firm merged with Clifford Chance LLP in 2000. Mr. Detweiler became a partner of Clifford Chance LLP in its Frankfurt office in 2002. Mr. Detweiler received his B.A. with high distinction from the University of Virginia and was elected to Phi Beta Kappa. Mr. Detweiler was a Rotary Foundation Fellow at the University of Bonn, Germany and served as an officer in the U.S. Air Force before he returned to the University of Virginia for law school. Following the events of 9/11, Mr. Detweiler was recalled to military duty for a year; he remained in the U.S. Air Force Reserve and retired as a Lieutenant Colonel in 2008.
George S. Canellos is a partner in the law firm of Milbank Tweed Hadley & McCloy 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.
Robert J. Jackson Jr. was appointed by President Donald Trump to the U.S. Securities and Exchange Commission (SEC) and was sworn in on January 11, 2018.
Commissioner Jackson has extensive experience as a legal scholar, policy professional, and corporate lawyer. He comes to the SEC from NYU School of Law , where he is a Professor of Law. Previously, he was Professor of Law at Columbia Law School and Director of its Program on Corporate Law and Policy. Commissioner Jackson’s academic work has focused on corporate governance and the use of advanced data science techniques to improve transparency in securities markets. He was the founding director of Columbia Law School’s Data Lab, which used cutting-edge technology to study the reliability of corporate disclosures. Commissioner Jackson has written more than 20 articles in the nation’s most prestigious legal and economics journals. His published work includes a study shining light on trading activity before the announcement of major corporate events, the first study of the effect of mandatory disclosure required by the JOBS Act on trading by individual investors, and the first comprehensive study of CEO pay in firms owned by private equity. In 2012, Columbia Law School students honored Commissioner Jackson with the Willis L.M. Reese Prize for Excellence in Teaching . He has testified on his scholarship before the U.S. Senate, and his work was previously the subject of rulemaking commentary before federal agencies, including the Federal Reserve and the SEC.
Before joining the Columbia Law School faculty in 2010, Commissioner Jackson served as a senior policy advisor at the U.S. Department of Treasury, working with Kenneth Feinberg, the Special Master for TARP Executive Compensation. In this role, he oversaw the development of policies designed to give shareholders a say on pay, improve the disclosure of executive bonuses, and encourage TARP recipients to more closely tie pay to performance. Earlier in his career, Commissioner Jackson practiced law in the executive compensation department of Wachtell, Lipton, Rosen & Katz.
Commissioner Jackson holds two bachelor’s degrees from the University of Pennsylvania, an MBA in Finance from the Wharton School of Business, a master’s degree from Harvard’s Kennedy School of Government, and a law degree from Harvard Law School. He was born in the Bronx, New York, and is a lifelong Yankees fan.
Ted Yu is the Chief of the Office of Mergers and Acquisitions in the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC). Previously, he was the Senior Advisor to SEC Chair Mary Jo White, Senior Special Counsel to the Director of the Division of Corporation Finance, and Senior Special Counsel in the Division’s Office of Chief Counsel. In addition, Mr. Yu was in private practice in New York and Washington, D.C. He received his law degree from The George Washington University Law School and his B.A. in history from Cornell University.
Mike advises clients regarding all aspects of the Delaware General Corporation Law and the governance of Delaware corporations. He routinely counsels corporations, directors, and board committees regarding transactions such as mergers, recapitalizations, reorganizations, asset sales, dividends, stock repurchases, charter and bylaw amendments, preferred stock designations, and dissolutions. Mike also authors opinion letters on a wide range of Delaware corporate law matters.
Mike’s corporate litigation practice involves the representation of corporations, directors, and stockholders in fiduciary duty litigation, M&A and corporate takeover litigation, and statutory proceedings under the Delaware General Corporation Law. He is the co-author of Corporate and Commercial Practice in the Delaware Court of Chancery (Lexis Law Publishing), a leading resource on Delaware corporate litigation practice.