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Directors' Institute on Corporate Governance 2013 (Eleventh Annual)


Speaker(s): Alan L. Beller, Andrew J. Ceresney, Anne Simpson, Barbara Eisenberg, Douglas K. Chia, Faye Wattleton, Henry O. Gosebruch, Holly J. Gregory, Ira M. Millstein, James S. Scully, Jeffrey D. Karpf, Jennifer A. Zepralka, John W. White, Kristen B. Sullivan, Lynn Stout, Margaret M. Foran, Martin Klotz, Matthew Lepore, Meredith B. Cross, Michael J. Aiello, Michael R. Young, Ralph V. Whitworth, Robert S Khuzami, Stephen L. Brown, Stephen P. Lamb
Recorded on: Sep. 11, 2013
PLI Program #: 42384

Mr. Ceresney is the Director of the SEC’s Enforcement Division, which has more than 1,300 people throughout the country focused on enforcing the federal securities law.  He joined the SEC in April 2013. 

Prior to joining the SEC, Mr. Ceresney served as a partner in the law firm of Debevoise & Plimpton LLP, where he was co-chair of the White Collar Group and focused on representing entities and individuals in white collar criminal and SEC investigations, complex civil litigation and internal corporate investigations.

Prior to joining Debevoise, Mr. Ceresney served as an Assistant United States Attorney in the United States Attorney’s Office for the Southern District of New York, where he was a Deputy Chief Appellate Attorney and a member of the Securities and Commodities Fraud Task Force and the Major Crimes Unit.  As a prosecutor, Mr. Ceresney handled numerous white collar criminal investigations, trials and appeals, including matters relating to securities fraud, mail and wire fraud, and money laundering.

Mr. Ceresney served as a law clerk to the Honorable Dennis Jacobs, Chief Judge of the U. S. Court of Appeals for the Second Circuit from 1997 to 1998.  He served as law clerk to the Honorable Michael Mukasey, formerly Chief Judge of the U. S. District Court for the Southern District of New York, from 1996 to 1997.

Mr. Ceresney is a graduate of Columbia College and Yale Law School.


Alan L. Beller is senior counsel at Cleary Gottlieb Steen & Hamilton based in the New York office.

Mr. Beller’s practice focuses on a wide variety of complex corporate governance, securities and corporate matters. Mr. Beller advises regularly senior executives and board members of both U.S. and non-U.S. entities on these subjects, including in connection with SEC filings, corporate transactions and other corporate matters and public and private offerings of securities. He has represented companies, independent directors and audit committees in connection with financial reporting and other disclosure matters, governance issues, accounting restatements, compensation issues, director and auditor independence issues, and other matters.

Mr. Beller served as the Director of the Division of Corporation Finance of the U.S. Securities and Exchange Commission and as Senior Counselor to the Commission from January 2002 until February 2006. During his four-year tenure, Mr. Beller led the Division in producing the most far-reaching corporate governance, financial disclosure and securities offering reforms in Commission 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.

Mr. Beller 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.

Mr. Beller often chairs or speaks at leading conferences regarding securities law, corporate governance and corporate law matters. He is one of the authors of U.S. Regulation of the International Securities and Derivatives Markets (11th Ed., Wolters Kluwer, 2014). Mr. Beller is ranked in the senior tier for leading individuals in capital markets by Chambers Global and Chambers USA, which also ranks him in the senior tier for securities regulation. In addition, he is recognized by The International Who’s Who of Business Lawyers, IFLR 1000: The Guide to the World’s Leading Law Firms, The Legal 500 and The Best Lawyers in America as one of the best lawyers in the United States. Mr. Beller was named a “Most Highly Regarded Individual” in capital markets by Who’s Who Legal 2011 and 2012 and “Capital Markets Lawyer of the Year” by Who’s Who Legal 2009, 2010 and 2013.

Mr. Beller joined the firm in 1976, became partner in 1984. He returned to Cleary Gottlieb in August 2006 and became senior counsel in 2015. From 1977 to 1981, he was resident in the Paris office and from 1990 to 1993, he was resident in the Tokyo office. Mr. Beller received a J.D. degree, magna cum laude, from the University of Pennsylvania Law School and graduated from Yale College, cum laude, in 1971.

Mr. Beller is a member of the Bar in New York.


Anne Simpson is the Senior Portfolio Manager, Investments and Director of Global Governance at CalPERS. It is the largest public pension system in the United States with approximately $265 billion in global assets. The governance program includes CalPERS Focus List of shareholder engagement with companies, global proxy voting, legal and regulatory reform agenda and CalPERS actively managed corporate governance investment strategy. She is leading CalPERS sustainability project to integrate environmental, social, and governance (ESG) across the total fund.

Anne is an advisory board member at the Ira Millstein Center for Global Markets and Corporate Ownership, Columbia Law School. She is a Director of the Council of Institutional Investors and is a member of the Investor Advisory Group of the Public Company Accounting Oversight Board. Anne sits on the Editorial Advisory Board for the journal "Corporate Governance: An International Review" published by Blackwells. She is also the co-author of "Fair Shares: The Future of Shareholder Power and Responsibility", published by Oxford University Press. Her former roles include: Executive Director of the International Corporate Governance Network, head of the World Bank-OECD Global Corporate Governance Forum and Joint Managing Director of Pensions and Investment Research Consultants, Ltd.


Barbara Eisenberg has been a senior executive and General Counsel at international, publicly traded companies in a variety of industries, including retail, textiles and chemicals. 

Her most recent position was Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer of ANN Inc. (AnnTaylor), and a member of the company's Corporate Executive Committee until her retirement in 2012. Her areas of expertise include international business and trade, corporate governance, intellectual property branding and privacy. In addition to her responsibilities as chief legal officer, Ms. Eisenberg was also responsible for leading both ANN's worldwide social compliance program and its green initiatives and sustainability program.

Ms. Eisenberg is a member of the Board of Directors of Maidenform Brands, Inc. She is Chair of its Nominating and Governance Committee and a member of the Audit Committee.

Ms. Eisenberg has served in numerous capacities at Columbia Law School, including President of the Columbia Law School Association, a member of the Board of Visitors and a member of the Board of Directors. She was also Chair of the General Counsels Forum of the National Retail Federation.

Ms. Eisenberg graduated cum laude from Columbia Law School and from Barnard College, with distinction. She also attended a management leadership program at Kenan-Flager Business School at the University of North Carolina.


Douglas K. Chia is Assistant General Counsel & Corporate Secretary at Johnson & Johnson, the world's most comprehensive and broadly-based manufacturer of health care products, headquartered in New Brunswick, New Jersey. His responsibilities include providing legal counsel to the corporation on matters of corporate governance, securities regulation, public company disclosure, and Dodd-Frank Act and Sarbanes-Oxley Act compliance.

Prior to joining Johnson & Johnson, Mr. Chia was Assistant General Counsel, Corporate at Tyco International. In private practice, Mr. Chia was an associate at the law firms of Simpson Thacher & Bartlett and Clifford Chance, practicing in the New York and Hong Kong offices of each firm. While in private practice, Mr. Chia provided legal counsel to issuers and underwriters on securities offerings and cross-border transactions.

Mr. Chia is a member of the Corporate Practices, Membership and Policy Advisory Committees of the Society of Corporate Secretaries & Governance Professionals.  Mr. Chia is a former member of the Society's Board of Directors and Executive Steering Committee and previously served as Chairman of the Society's Membership Committee and Chairman for the Society's 2012 National Conference.  Mr. Chia is currently President of the Stockholder Relations Society of New York. Mr. Chia is also a member of the Committee on Corporate Laws of the American Bar Association, the Corporate & Securities Law Committee of the Association of Corporate Counsel, as well as a member of the National Asian Pacific American Bar Association (NAPABA). 

In 2008, Mr. Chia was the recipient of Corporate Secretary magazine's "Rising Star" award and named by NAPABA as one of the "Best Lawyers Under 40." In 2010, Mr. Chia was named a "Rising Star of Corporate Governance" by the Millstein Center for Corporate Governance and Performance. Mr. Chia was recognized by NACD/Directorship as one of the 100 "most influential people in corporate governance and the boardroom" in 2009, 2010 and 2011. Mr. Chia was named as one of the "100 Most Influential People in Finance" for 2012 by Treasury & Risk. Mr. Chia was recognized as "Distinguished Corporate Secretary" in 2013 by Corporate Board Member.

Mr. Chia received his AB from Dartmouth College and his JD from the Georgetown University Law Center. Mr. Chia currently lives in Princeton, New Jersey with his wife and their four children.


Education
Boston University School of Law, J.D., 1983
University of Rochester, 1979

  • magna cum laude
  • Phi Beta Kappa

Admissions & Qualifications
1984, New York
2014, District of Columbia

Clerk & Government Experience
Director, Division of Enforcement, U.S. Securities and Exchange Commission (2009-2013)
Chief, Securities and Commodities Fraud Task Force, U.S. Attorney’s Office for the Southern District of New York (1999-2002)
Assistant U.S. Attorney, U.S. Attorney’s Office for the Southern District of New York (1990-2002)
Law Clerk for John R. Gibson of the U.S. Court of Appeals for the Eighth Circuit in Kansas City, Missouri (1983-1984)

Robert Khuzami is a partner in Kirkland’s Government & Internal Investigations Practice Group.

Prior to joining Kirkland, Rob served for four years (2009-13) as Director of Enforcement for the U.S. Securities and Exchange Commission. Rob assumed the position in the wake of the financial crisis, and served during the passage and implementation of portions of the Dodd-Frank Act. As Director, he supervised the collective efforts of approximately 1,300 attorney investigators, accountants, market experts, trial attorneys and others. While Rob served as Director, the Enforcement Division designed and adopted the most significant restructuring in its 40-year history, and filed cases in record numbers, many of which involved highly complex and emerging financial markets, products and transactions.

As Director, Rob served as co-chair of two federal-state working groups that were part of the Financial Fraud Enforcement Task Force, created by President Obama to prosecute misconduct arising out of the financial crisis. Rob testified on 12 occasions before House and Senate congressional oversight and other committees.

From 2002 to 2009, Robert 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 U.S. Attorney’s Office for the Southern District of New York, where he tried 10 criminal trials to verdict.  For three of those years, he served as Chief of that office’s Securities and Commodities Fraud Task Force, where he prosecuted and supervised cases involving complex securities and white-collar crime.

While in the U.S. Attorney’s Office, Rob was 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 and the planned simultaneous bombings of various New York City landmarks, including the United Nations Building and the Lincoln and Holland Tunnels.

Recognition
Recognized as Litigation Star for United States, White Collar Crime and
Local Litigation Star for the District of Columbia, Benchmark Litigation (2015)
Recognized in Chambers USA, America's Leading Lawyers for Business (2015)
Recognized in The Legal 500 U.S. (2014-2015)
No. 40 in “The 100 Most Powerful People in Finance,” Worth (2012)
One of the “Power 30,” SmartMoney (2011)
One of the “Names We Need to Know,” Forbes Magazine (2011)
One of The American Lawyer’s Newsmakers (2010)
One of 20 “Champions and Visionaries” The National Law Journal (2010)
No. 34 in the “100 Most Influential People in Business Ethics,” Ethisphere Magazine (2009)
Henry L. Stimson Award for Outstanding Public Service (2001)
Federal Law Enforcement Foundation’s Federal Prosecutor Award (1997)
U.S. Attorney General’s Award for Exceptional Service (1996)


Faye Wattleton is a Managing Director, Corporate Suite of Alvarez & Marsal in New York. Ms. Wattleton's distinguished career spans more than three decades, during which she has amassed an extraordinary track record for leadership, both as a CEO of national not-for-profit organizations and serving on the boards of public and private corporations, academic institutions and high-impact philanthropic organizations. Perhaps best known for her executive leadership and advocacy of improving the status and healthcare of women, she brings dynamic and demonstrable experience as an executive, board member and consultant in the health sector and public policy arenas. She has served as a director for a range of public companies, including as chair of audit and corporate governance committees.

With more than three decades of corporate governance experience serving public and private corporations, Ms. Wattleton is an active member of the board of trustees of Columbia University, the board of governors of the Pardee Rand Graduate School and serves on the board of directors of Jazz at Lincoln Center. Previously, she served on the boards of directors of public companies including Ehrlich-Bober Financial Services (1986-1988), Leslie Fay 1993-1998), Estée Lauder Companies (1995-2003), WellChoice, Inc. (1993-2005), Quidel Corporation (1994-2006) and Savient Pharmaceuticals (1997-2007).

Prior to joining A&M, Ms. Wattleton served as Co-Founder and President of the Center for the Advancement of Women, an independent, nonpartisan think tank, conducting women-focused national research for public education and policy advocacy. During her leadership, CFAW received national and international acclaim for its groundbreaking research on women's opinions, experiences, roles and status in society.

From 1978 to 1992, Ms. Wattleton was President and CEO of the nation's oldest and largest voluntary reproductive health provider, Planned Parenthood Federation of America (PPFA). She was the youngest, first woman and first African American-and longest tenured professional-to hold this position. At the time of her departure, a restructured Planned Parenthood had grown to become the nation's seventh largest nonprofit organization, with an aggregate budget of $500 million, providing medical and educational services to four million Americans each year, through 170 affiliates operating in 49 states and the District of Columbia. Under its international arm, known as Family Planning International Assistance, PPFA provided technical assistance and commodities to organizations in dozens of developing countries.

Lauded as a public spokesperson and for her managerial skills and revolutionary public policy advancement by BusinessWeek and Money, Ms. Wattleton has received countless honors and awards. She is the 2004 recipient of the prestigious Fries Prize for service to improving public health and was inducted into the National Women's Hall of Fame in 1993.

Ms. Wattleton earned a bachelor's degree in nursing from Ohio State University and a master's degree from Columbia University. She holds fourteen honorary degrees.


Henry Gosebruch is Executive Vice President and Chief Strategy Officer at AbbVie, a global pharmaceutical company employing approximately 28,000 people and marketing medicines in more than 170 countries. As a member of AbbVie’s Executive Leadership Team, he is responsible for Corporate Strategic Planning, Licensing and Acquisitions, Alliance Management, Venture Capital Investments, and Early Stage Collaborations. Henry’s focus is to continue the advancement of AbbVie’s corporate strategy and to identify external opportunities to complement AbbVie’s internal innovation with partnered innovation in order to bring a consistent stream of innovative new medicines to patients worldwide.

Henry joined AbbVie in 2015. Prior to his AbbVie appointment, Henry was Co-Head of J.P. Morgan’s North American Mergers & Acquisitions Group based in New York. He was a member of J.P. Morgan’s M&A group for more than 20 years where he worked on announced M&A transactions in excess of $375 billion in total value involving companies in more than 20 countries. Henry is a frequent speaker on M&A panels and has been quoted by or appeared in articles by Bloomberg, CFO Magazine, the Financial Times, the New York Times and the Wall Street Journal. He has also been a faculty member of the Pli (Practising Law Institute) regarding M&A since 2010. In October 2007 he was selected by the New York Times for its Face Book of Wall Street's Future listing 100 bankers, lawyers and investors.

Henry graduated from the Wharton School at the University of Pennsylvania in 1995. He is a member of the advisory board for the Life Sciences & Management Program at the University of Pennsylvania.


HOLLY J. GREGORY, co-chair of Sidley Austin’s Global Corporate Governance & Executive Compensation Practice, counsels clients on the full range of governance issues, including fiduciary duties, risk oversight, conflicts of interest, board and committee structure, board leadership structures, special committee investigations, board audits and self-evaluation processes, shareholder activism and initiatives, proxy contests, relationships with shareholders and proxy advisory firms, compliance with legislative, regulatory and listing rule requirements, and governance “best practice.”

Ms. Gregory played a key role in drafting the OECD Principles of Corporate Governance and has advised the Internal Market Directorate of the European Commission on corporate governance regulation, and the joint OECD/World Bank Global Corporate Governance Forum on governance policy for developing and emerging markets. She also drafted the National Association of Corporate Directors (NACD) Key Agreed Principles of Corporate Governance.

In addition to her legal practice and policy efforts, she has lectured extensively on governance topics, including at events in Europe and Asia sponsored by the U.S. State Department, International Corporate Governance Network (ICGN), The Conference Board, the NACD, Association of Corporate Counsel, Society of Corporate Secretaries & Governance Professionals, and Institutional Shareholder Services (ISS). The author of numerous articles on governance topics, she writes the governance column for Practical Law: The Journal.

Ms. Gregory began a three year term as Chair of the American Bar Association (ABA) Business Law Section’s Corporate Governance Committee in September 2014.  She is founding co-chair of that Committee’s Subcommittee on International Corporate Governance Developments and serves as co-chair of the ABA Delaware Business Law Forum. She recently completed a six-year term on the ABA Corporate Laws Committee, where she co-chaired the task force that issued the 6th edition of the ABA Corporate Directors Guidebook (April 2011).  She also chaired the ABA task force that delivered the Report on the Delineation of Governance Roles & Responsibilities to Congress and the SEC in August 2009.  Ms. Gregory is a Founding Trustee and Fellow of The American College of Governance Counsel.  She has served as an Adjunct Professor at Columbia Business School and as a member of multiple NACD Blue Ribbon Commissions. 

Ms. Gregory clerked for the Honorable Roger J. Miner, United States Court of Appeals for the Second Circuit. A summa cum laud graduate of New York Law School and Executive Editor of its Law Review, Ms. Gregory served on the Board of Trustees of New York Law School from 2009 through 2011.

Ms. Gregory is widely recognized for her work, including as: among the “100 Most Influential Players in Corporate Governance” (the NACD/Directorship 100), Directorship Magazine, 2015 and all prior years; the “Best in Corporate Governance” at Euromoney Legal Media Group’s inaugural Americas Women in Business Law Awards 2012; the leading practitioner in corporate governance law in the Guide to the World’s Leading Women in Business Law (July 2010); one of “the best and brightest minds in the legal profession” in Ethisphere’s 2015 Attorneys Who Matter; and a “Leading Practitioner in Corporate Governance” in the International Who’s Who of Corporate Governance Lawyers, 2015 and prior years.


Ira M. Millstein is a senior partner at the international law firm Weil, Gotshal & Manges LLP, where he practices in the areas of government regulation and antitrust law and counsels boards on issues of corporate governance. In addition to his active legal practice, Mr. Millstein is an adjunct professor and Chair of The Millstein Center for Global Markets and Corporate Ownership at Columbia Law School and an adjunct professor at Columbia Business School.  He was formerly the Senior Associate Dean for Corporate Governance and the Theodore Nierenberg Adjunct Professor of Corporate Governance at the Yale School of Management.

A graduate of Columbia Law School, Mr. Millstein is a Life Trustee and former Chairman of the Board of the Central Park Conservancy, Chairman Emeritus and member of the Board of Overseers of the Albert Einstein College of Medicine, Chairman Emeritus of the Board of Trustees of the American Red Cross of Greater New York and Emeritus Director for New Yorkers for Parks. He serves on the Advisory Council of Transparency International.

Among many distinguished positions and roles, Mr. Millstein has served as Chairman of the OECD Business Sector Advisory Group on Corporate Governance, where he was instrumental in the development of the OECD Principles of Corporate Governance, Co-Chair of the Blue Ribbon Committee on Improving the Effectiveness of Corporate Audit Committees (sponsored by the New York Stock Exchange and the National Association of Securities Dealers) and Chairman of the National Association of Corporate Directors (NACD) Blue Ribbon Commission on Director Professionalism.  He is an Elected Fellow of the American Academy of Arts & Sciences.

Mr. Millstein is a dedicated member of the Board of Directors of the National September 11 Memorial & Museum at the World Trade Center. Most recently, Mr. Millstein has played a key role in the reform of New York State’s numerous public authorities, serving at the request of Governors Pataki, Paterson and Cuomo, as Chairman of various task forces charged with overseeing successful implementation of the new public authorities’ laws.  He is also currently a co-Chair of Governor Cuomo’s NYS Ready Commission. 

Mr. Millstein is a frequent lecturer and author on corporate governance, antitrust, and government regulation.


James ("Jim") S. Scully was appointed Chief Operating Officer of J.Crew in April 2013. Mr. Scully's responsibilities include Finance, Information Technology, Global Supply Chain, Production/Sourcing, Legal, Global Real Estate, Planning and Construction, and Loss Prevention. Mr. Scully is also responsible for leading the international expansion for J. Crew.

Mr. Scully had been the company's Chief Administrative Officer since 2008 and was also Chief Financial Officer from 2005 to 2012. Prior to joining J.Crew, Mr. Scully spent eight years at Saks Incorporated where his last position was Executive Vice President-Human Resources and Strategic Planning. During his tenure at Saks Incorporated, Mr. Scully also held the positions of Senior Vice President-Strategic and Financial Planning, and Senior Vice President-Treasurer.
 
Before Saks Incorporated, Mr. Scully held the position of Senior Vice President-Corporate Finance at NationsBank (currently Bank of America) and started his career at Connecticut National Bank.
 
Mr. Scully served in the United States Army Reserves from 1987-1999, including participation in Operations Desert Shield/Storm. Mr. Scully received his undergraduate degree from Siena College in Loundonville, New York, is married and has four children.


Jennifer Zepralka focuses her practice on federal securities law compliance, disclosure and corporate governance issues. She advises both public and private companies on compliance with corporate and federal securities laws and has represented clients in a variety of capital markets transactions. Ms. Zepralka rejoined WilmerHale in 2013 after having served as Senior Special counsel to the Director of Division of Corporation Finance at the Securities and Exchange Commission.

Ms. Zepralka rejoined WilmerHale from the United States Securities and Exchange Commission (SEC), where she was the first Linda C. Quinn Attorney-Fellow and served as Senior Special Counsel to the Director of the Division of Corporation Finance since 2009. While there, she advised the Division Director and others at the SEC on a wide range of policy and technical matters, including rulemaking, legislative proposals, registrant matters and interpretations of federal securities laws and regulations. She participated in the Division’s implementation of both the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Jumpstart Our Business Startups (JOBS) Act, and worked closely with the SEC Advisory Committee on Small and Emerging Companies. Ms. Zepralka also prepared testimony and briefing materials for congressional hearings and provided technical advice on legislative matters.

Ms. Zepralka is a former counsel in the Corporate Practice at WilmerHale, having advised public companies and financial institutions on compliance with corporate and federal securities laws, including disclosure and other requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934, and requirements under the Sarbanes-Oxley Act and corporate governance matters. She represented clients in a variety of transactions, including public and private securities offerings.

Prior to joining WilmerHale, Ms. Zepralka was an associate in the London, England office of Allen & Overy where she advised clients in connection with international debt and equity offerings and ongoing obligations as US reporting companies.


Kristen B. Sullivan
Partner
Deloitte & Touche LLP

Kristen Sullivan leads Deloitte’s Sustainability Reporting, Assurance and Compliance services, working with clients to help address their sustainability disclosure needs. Kristen brings extensive experience in sustainability reporting and assurance, focused on social impact. Kristen leads Deloitte’s efforts in support of Social Impact Investing, specifically focused on Deloitte’s services in support of the Global Impact Investing Rating System (GIIRS).

Kristen also leads Deloitte’s Conflict Minerals Advisory and Assurance Services. She brings a specialized variety of insights to this regulatory reporting requirement from her previous area of focus on Regulatory & Public Policy Matters for Deloitte, recognizing the broader policy as well as the compliance implications of this issue from a corporate brand and reputation standpoint.

Kristen serves as a member of the Sustainability Accounting Standards Board (SASB) Assurance Advisory Council, the International Integrated Reporting Council (IIRC) Working Group, the Global Initiative for Sustainability Ratings (GISR) Technical Review Committee, the GRI US Focal Point Advisory Council, and serves as a member of the AICPA Conflict Minerals and Assurance Task Forces.

Kristen is a CPA and began her career with Deloitte in the Audit and Advisory services practice. She has also served in Deloitte’s National Office in several different capacities. In her role working with the deputy CEO of Deloitte LLP focusing on regulatory and public policy matters, Kristen co-authored an article published in the International Journal of Disclosure and Governance, How and why an independent audit matters.


Lynn Stout is the Distinguished Professor of Corporate and Business Law, Clarke Law Institute, at Cornell Law School. Professor Stout is an internationally recognized expert in the fields of corporate governance, securities regulation, financial derivatives, law and economics, and moral behavior. She is the author of numerous articles and books on these topics and lectures widely. Her most recent books are The Shareholder Value Myth: How Putting Shareholders First Harms Investors, Corporations and the Public (Berrett Koehler Publications, 2012; Winner, 2012 Media Consortium Award for High-Impact Publication), and Cultivating Conscience: How Good Laws Make Good People (Princeton University Press, 2011)

Professor Stout also serves as an Independent Trustee for the Eaton Vance family of mutual funds; as a member of the Board of Advisors for the Aspen Institute's Business & Society Program; as Executive Advisor to the Brookings Institution Project on Corporate Purpose; and as a Research Fellow for the Gruter Institute for Law and Behavioral Research.  She has also served as Principal Investigator for the UCLA-Sloan Foundation Research Program on Business Organizations; as a member of the Board of Directors of the American Law and Economics Association; as Chair of the American Association of Law Schools Section on Law and Economics; and as Chair of the American Association of Law Schools Section on Business Associations. Professor Stout has also taught at Harvard Law School, NYU Law School, Georgetown University Law School, UCLA Law School, and the George Washington University National Law Center, and served as a Guest Scholar at the Brookings Institution in Washington, DC. She holds a B.A. summa cum laude and a Masters in Public Affairs from Princeton University and a J.D. from the Yale Law School.




Matthew Lepore is Pfizer's Corporate Secretary and Chief Governance Counsel.  He heads Pfizer's Corporate Governance Department, which is responsible for working with Pfizer investors on a variety of governance issues to facilitate an open dialogue between the Company and its shareholders. Mr. Lepore works closely with the CEO and Chairman of the Board, General Counsel and other Senior Leadership on SEC and NYSE matters, emerging trends and practices in corporate governance, board-related issues, global corporate financings/capital raising, M&A, pension fund and general corporate matters. In addition, a significant portion of Mr. Lepore's duties are spent working with the Board of Directors at and in preparation for Board meetings, as well as the meetings of several Board Committees.  Mr. Lepore also has oversight of Shareholder Services, Pfizer's many subsidiaries, as well as Pfizer's Corporate Policies and Procedures. Mr. Lepore is responsible for Pfizer's Records and Information Management function, as well as the team providing legal support to Pfizer's DC office and nationwide lobbying efforts. Finally, as a member of the Legal Division's Executive Team and the Pfizer Legal Alliance (Pfizer's innovative outside counsel program) Steering Committee, he works broadly across the Division on various initiatives outside of the Governance Department. 

Before coming to Pfizer, Mr. Lepore was a Partner with DLA Piper US LLP in Washington, DC, and he also has served as a Trial Attorney in the U.S. Department of Justice, representing the Executive Branch of Government in a variety of constitutional challenges to executive decision-making.  Mr. Lepore currently works with the Aspen Institute's Corporate Values Strategy Group, he is an Advisory Board Member for the RAND Center for Corporate Ethics and Governance, a member of the Committee for Economic Development's Subcommittee on Corporate Governance, and a member of The Conference Board Committee on Corporate Political Spending.

 


Meredith Cross is a partner in the Transactional and Securities Departments, and a member of the Corporate Practice and Strategic Response Group. Ms. Cross advises public companies and their boards on disclosure and other corporate finance securities law and corporate governance matters. She handles matters for companies with the US Securities and Exchange Commission, including no-action letters, financial statement waiver requests, and disclosure and financial statement reviews by staff of the Division of Corporation Finance, as well as 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. Representing clients in corporate and securities matters, she has experience with the full range of issues faced by public and private companies in capital raising and public reporting.

Practice

Ms. Cross's practice is primarily focused on advising public companies on corporate finance securities law matters, including disclosure and other requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934, as well as the requirements under the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act. She also serves as issuer's counsel and underwriters' counsel in public and private offerings of debt and equity securities. Learn more about Ms. Cross' practice and how she can support your startup on WilmerHaleLaunch.com
 
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, including those relating to say-on-pay, conflict minerals, proxy access, compensation committees and compensation advisers, asset-backed securities, and the new regulatory regime for derivatives. Ms. Cross also guided the Division's pragmatic response to numerous issues relating to the IPO "on-ramp" provisions of the JOBS Act. During her tenure, 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 as Deputy Director of the SEC’s Division of Corporation Finance. During her prior SEC tenure, she was involved with a number of corporate finance rulemakings, including changes to shelf registration, electronic delivery of prospectuses and other information to investors, the plain English initiatives, limited partnership roll-up rules, and small issue exemptions from registration and reporting. Before becoming Deputy Director, Ms. Cross served as Associate Director of the Division's sections on International Corporate Finance and Small Business. In the international area, she played a key role in the ongoing development of international disclosure and accounting standards for use in cross-border offerings. Ms. Cross also previously served as the Division's Chief Counsel. As Chief Counsel, she was responsible for no-action letters and legal interpretations in the Division on a wide range of matters, including Rule 144, Section 16, registration of employee benefit plans and exemptions from registration and reporting.

Professional Activities

Ms. Cross currently serves as Vice Chairman of the Securities Regulation Institute, and she is a frequent speaker at securities law conferences sponsored by the Practicing Law Institute, the American Bar Association and the American Society of Corporate Secretaries & Governance Professionals.

Ms. Cross is a member of the SEC Institute Advisory Committee, the ABA Corporate Laws Committee and a member of the Board of Governors of the Wilmer Eye Institute at Johns Hopkins.

Honors & Awards

  • Named a Fellow of the American College of Governance Counsel in 2015.
  • Recipient of the 2014 Linda Quinn Lifetime Achievement Award by TheCorporateCounsel.net
  • Recognized for her exceptional securities practice in the 2006, 2007, 2008, 2009, 2014 and 2015 editions of Chambers USA: America's Leading Lawyers for Business
  • Selected by peers for inclusion in The Best Lawyers in America (2005-2006, 2006, 2007, 2008 and 2009 editions)
  • Named to the NACD Directorship 100, A Who’s Who of the American Corporate Governance Community, in 2010
  • Recognized as a Dealmaker of the Year by The American Lawyer in 2003

Practice Area

Securities

Transactional

Corporate

Education

JD, Vanderbilt University Law School, 1982, Order of the Coif, Vanderbilt Law Review

BA, cum laude, Duke University, 1979

Bar Admissions

District of Columbia

Clerkships

The Hon. Albert J. Henderson, US Court of Appeals for the Eleventh Circuit


Michael Aiello is Chairman of the over 600-lawyer Corporate Department of Weil, Gotshal & Manges LLP and co-head of the firm's New York Private Equity and Mergers & Acquisitions Department. He is also a member of the firm's Management Committee. Mr. Aiello regularly represents companies in connection with mergers, acquisitions and divestitures involving public companies. He also advises clients on corporate governance issues. Mr. Aiello regularly represents acquirors, targets, buyout groups, boards of directors, special committees, investment banks, investors and shareholder groups in complex domestic and international negotiated and unsolicited merger and acquisition transactions, including AIG, Willis Group Holdings, MGM Mirage, Sanofi, Abbott Labs, Sony Corporation of America, Cedar Fair, Associated British Foods plc, Ontario Teachers', The Reader's Digest, Goldman Sachs Capital Partners, Lazard Freres and Merrill Lynch / Bank of America.

Mr. Aiello has counseled clients on a broad range of corporate, securities and business-related matters, including directors' duties and responsibilities and other aspects of corporate governance, disclosure issues and compliance matters, as well as defensive measures and takeover tactics.

Mr. Aiello was named Dealmaker of the Week by The Am Law Daily for week ending June 8, 2012 in connection with his lead role advising Thomas H. Lee Partners in its $2.7 billion acquisition of a majority stake in Party City Holdings Inc. In The American Lawyer's April 2012 Dealmaker of the Year issue, Mr. Aiello was recognized with an honorable mention for leading Sanofi in its $20.1 billion takeover of Genzyme Corporation. He also was recognized as Dealmaker of the Week in February 2011 for this transaction. Mr. Aiello was the first lawyer ever to be featured as a "Rainmaker" in the July 2010 issue of Institutional Investor, citing his role in shielding clients from the potential collapse of proposed merger & acquisition deals. He was also selected as one of Crain's New York Business "40 Under 40" honorees for 2008. He was also named one of the "40 Business People Under 40 to Watch in 2009" by The Investment Dealers' Digest. In 2005, he was named one of The National Law Journal's "40 Under 40" for his work in the mergers and acquisitions area. Mr. Aiello has been recognized by Chambers USA 2005-2013 and Chambers Global 2012-2013 as a leader in the field of mergers and acquisitions. Additionally, he is recognized as a leading lawyer in M&A: Mega Deals ($5bn+) in the 2012 and 2013 editions of Legal 500 US and as a leading corporate attorney by Best Lawyers in America in 2013.

Mr. Aiello has authored several articles discussing the fiduciary duties of corporate directors and officers, recent developments in the areas of mergers and acquisitions and corporate compliance matters, including Sarbanes-Oxley and the related rules adopted by the SEC and the securities exchanges. He is also a frequent lecturer in these areas, and participated in a panel on Developments Affecting M&A Investment Bankers and Their Clients at the Tulane University Law School Annual Corporate Law Institute. Mr. Aiello received the Burton Award for Legal Achievement for his articles, "Bank M&A in the Wake of Dodd-Frank" (The Banking Law Journal, November/December 2010) and "Taking a Hard Look at Poison Pills" (New York Law Journal, November 7, 2005). He is a member of the Board of Directors of Pathways to Housing.

Education
Widener University (J.D., 1994)
New York University (B.A., 1991)


A partner in the Corporate and Litigation Departments, Stephen Lamb focuses his practice on Delaware corporate law and governance issues arising in a variety of transactional and litigation contexts.

EXPERIENCE

Judge Lamb joined Paul, Weiss in 2009 from the Delaware Court of Chancery, where he had served as Vice Chancellor since 1997. While on the Court of Chancery, Judge Lamb decided many important corporate and commercial law matters, including the multibillion-dollar Huntsman/Hexion merger agreement dispute, the fight over the governance of IAC/Interactive Inc. and many other significant cases. Over the course of his 12 years of service, Judge Lamb gained a national reputation as a knowledgeable, fair and efficient jurist.

Judge Lamb advises Paul, Weiss clients on a full range of issues that arise in transactions, investigations and litigation. Judge Lamb counsels boards of directors, special committees and independent committees on numerous issues, including fiduciary duties and other Delaware law aspects of corporate management, focusing especially on mergers and acquisition matters.

Some of Judge Lamb’s recent representations include:

  • The Special Committee of Winn-Dixie Stores, Inc. in a merger between Winn- Dixie and BI-LO LLC in which BI-LO, a portfolio company of Lone Star Funds, acquired Winn-Dixie in a transaction valued at approximately $560 million;
  • Emdeon in its $3 billion sale to Blackstone;
  • Harbinger Capital Partners’ defense of shareholder litigation arising out of the sale of its controlling interest in Spectrum Brands, Inc. to Harbinger Group, Inc.; and
  • Viacom in a dispute over earn-out payments to selling stockholders of Harmonix Music Systems, developer of the “Guitar Hero” and “Rock Band” video games.

Judge Lamb continues to lecture and write on numerous corporate governance and Delaware law issues. He has been recognized in recent years by Lawdragon as one of the 500 leading lawyers in the United States. He is a member of the American Law Institute and the Delaware State Bar Association. Judge Lamb is also a founding member of NYSE Euronext’s Commission on Corporate Governance.

Early in his career, Judge Lamb served as a Special Counsel in the Office of the General Counsel of the United States Securities and Exchange Commission.

PRACTICES

Corporate

Corporate Governance

Mergers & Acquisitions

Litigation

Arbitration

EDUCATION

J.D., Georgetown University Law Center, 1975

B.A., University of Pennsylvania, 1971 cum laude

CLERKSHIP

Hon. H. Curtis Meanor, U.S. District Court, District of New Jersey

RECOGNITION

Lawdragon “500 Leading Lawyers in the United States”


Ms. Foran is Chief Governance Officer, Senior Vice President and Corporate Secretary of Prudential Financial, Inc.  She has been a corporate governance leader throughout her career at Sara Lee Corporation, Pfizer, Inc. and J.P. Morgan & Co., Inc. She is admitted to the New York, Illinois, Pennsylvania, and New Jersey (In-house) Bars.  Ms. Foran is a Director on the Board of Occidental Petroleum Corporation and Chairperson of its Corporate Governance, Nominating and Social Responsibility Committee .  She previously served on the Board of Directors of The MONY Group Inc. and MONY Life Insurance Company.  Her many contributions to the Society of Corporate Secretaries and Governance Professionals is evidenced by her leadership roles as former Chairman, former director, former Chair of the Securities Law Committee, and former Treasurer.

Her proactive shareholder outreach and thought leadership on key governance issues has earned her global recognition as a leader in corporate governance.  She has been recognized as one of the Most Influential People in Corporate Governance by Directorship Magazine for five consecutive years.  In 2011, she was identified by Treasury and Risk Magazine as one of the Most Influential People in Finance.  In 2013, Corporate Secretary Magazine named Ms. Foran “Governance Professional of the Year”. In 2015, Ms. Foran received the Linda Quinn Lifetime Achievement Award from TheCorporateCounsel.net.

Ms. Foran received her B.A., magna cum laude, and J. D. degrees from the University of Notre Dame.


Named by Accounting Today as one of the “top 100 most influential people in accounting,” Michael R. Young is a litigation partner at New York’s Willkie Farr & Gallagher LLP  where he chairs the firm’s securities litigation and enforcement practice.

His practice concentrates on the representation of companies, audit committees, officers, directors, accounting firms, and investment banks in United States and international securities class actions, SEC proceedings, and special committee investigations.  His trial work includes the landmark jury verdict for the defense in the first class action tried to a jury pursuant to the Private Securities Litigation Reform Act of 1995.  He has served as a member of FASB’s Financial Accounting Standards Advisory Council, as chair of the New York City Bar Association’s Financial Reporting Committee, and as counsel to the American Institute of Certified Public Accountants and the Center for Audit Quality.

A prolific author on the subjects of financial reporting, audit committee effectiveness and the role and responsibilities of the independent auditor, Mr. Young’s books include The Financial Reporting Handbook (Wolters Kluwer 2003), Accounting Irregularities and Financial Fraud (Harcourt 2000) and, most recently, Financial Fraud Prevention and Detection:  Governance and Effective Practices (Wiley 2014).  Mr. Young is a much sought speaker and commentator on financial reporting issues, and has been regularly quoted in such publications as The Wall Street Journal, The New York Times, Fortune, Forbes, USA Today, The Washington Post, and The National Law Journal.  He has also appeared as an invited guest on Fox Business News, CNBC, MSNBC, CNN, and BNN (Canada).

Mr. Young is a graduate of Allegheny College and the Duke University School of Law, where he was Research and Managing Editor of the Duke Law Journal.


Jeffrey D. Karpf is a partner based in the New York office.

Mr. Karpf’s practice focuses on corporate and financial transactions and matters. He represents issuers and investment banks in a variety of SEC-registered and private debt and equity offerings, as well as tender and exchange offers. He also has extensive experience in the development of new financial instruments and structured equity derivatives products. Mr. Karpf also advises on securities regulatory and corporate governance matters, including board structure and practices.

In 2014, Mr. Karpf was selected as an MVP in Capital Markets by Law360, and is distinguished as a leading lawyer by Chambers Global, Chambers USA, The Legal 500 U.S. and the IFLR 1000: The Guide to the World’s Leading Law Firms.  In addition, Mr. Karpf was honored in 2009 as a "Dealmaker of the Week" by The American Lawyer for his work advising Citigroup on its $20 billion TARP repayment agreement and termination of the loss-sharing agreement with the U.S. government, including a $17 billion offering of common stock and a $3.5 billion offering of tangible equity units.

Mr. Karpf represented the underwriters in a series of transactions that enabled AIG to re-access the capital markets, including AIG's "re-IPO" in May 2011 and the largest secondary equity offering in U.S. history in September 2012. The secondary offering was named "North America Equity Issuance of the Year" by International Financing Review in 2013 and the firm's role in the re-IPO was distinguished as a standout for finance by the Financial Times' U.S. Innovative Lawyers Report in 2011. Mr. Karpf also acted as counsel to the underwriters in the recent $20.7 billion offering of AIG common stock by the U.S. Department of the Treasury, the largest secondary equity offering in U.S. history.

Mr. Karpf represents numerous issuers on securities offering, disclosure and corporate governance matters, including Google, Citigroup, Verizon, Whirlpool and Actavis. Mr. Karpf also acts as designated underwriters counsel for numerous issuers, including AIG, Zions Bancorporation, Affiliated Managers Group, EMC, Southern California Edison and Enterprise Rent-A-Car.

Mr. Karpf is a Co-Chair of PLI's Directors' Institute on Corporate Governance. He is also co-author of PLI's Guide to the Securities Offering Reforms (2005), "The SEC's Securities Offering Reform Proposals: Will this Ship Sail?," The Review of Securities & Commodities Regulations (March 2005), "When Time of Sale Disclosure Turns Out to be Wrong: Reforming the Securities Sale Contract," The Review of Securities & Commodities Regulation (February 21, 2007), "Impact of Revised Rule 144 on Registration Rights," Derivatives Financial Products Report (April 2008), "Pipes and Dribble-Outs," IFLR (April 1, 2010), and "Independent Directors - Will You Know Them When You See Them?" Who’s Who Legal Corporate Governance (June 2013).

Mr. Karpf joined the firm in 1994.  He received a J.D. degree, Order of the Coif, from Stanford University Law School in 1994 and an undergraduate degree, magna cum laude, from Yale University in 1989.

Mr. Karpf is a member of the Bar in New York.


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 corporate governance matters, public reporting and disclosure obligations, public financings and restatements and other financial crises. John is a member of the Standing Advisory Group (SAG), which advises the Public Company Accounting Oversight Board (PCAOB). He has also served on the Financial Accounting Standards Advisory Council (FASAC), which advises the Financial Accounting Standard Board (FASB). He is a member of the Board of Trustees and the Audit Committee of both the Practising Law Institute and the Securities and Exchange Commission Historical Society. He served three years on the New York Stock Exchange’s Legal Advisory Committee, four years as Chairman of the Securities Regulation Institute and five years as Co-chair of PLI’s Annual Institute on Securities Regulation. He has been selected by the National Association of Corporate Directors (NACD) as one of 100 “most influential people in the boardroom and corporate governance community”.


Martin Klotz is a partner in the Litigation Department of Willkie Farr & Gallagher LLP in New York. Mr. Klotz specializes in white-collar criminal matters and securities regulation and litigation. His commercial practice has a particular emphasis on SEC and other securities industry matters.

Among others, Mr. Klotz’s clients include numerous hedge funds and investment advisors. He regularly provides advice on grand jury and SEC investigations of alleged financial offenses.

Prior Experience

From 1988 through 1991 Mr. Klotz served as an Assistant United States Attorney for the Southern District of New York, working in the Narcotics and Securities and Commodities Fraud Units, and trying 16 cases to verdict. He began his legal career at Paul, Weiss, Rifkind, Wharton & Garrison. Mr. Klotz’s non-legal experience includes serving as Special Assistant to the Mayor and the Superintendent of Schools, New Haven, Connecticut, for various public education issues (1976- 81) and Visiting Lecturer in Philosophy at Yale University, New Haven, Connecticut (1976-78).

Selected Significant Matters

  • Secured the release, on a petition for a writ of habeas corpus, of an individual improperly convicted of second degree murder
  • Represented hedge fund in major civil RICO litigation
  • Obtained a $1.8 million jury verdict for hedge fund against a telecommunications company for failure to honor an extension of the expiration date of a warrant Represented hedge funds and other investing advisory clients in numerous regulatory investigations of trading activities


Ralph Whitworth is a Founder, Principal, and Investment Committee member of Relational Investors LLC ("Relational"), a $5 billion investment fund specializing in strategic block investments.
 
Mr. Whitworth has served on the boards of eleven public companies: Apria Healthcare Group Inc., Genzyme Corporation, Hewlett-Packard Company, Mattel, Inc., Sirius Satellite Radio, Inc., Sovereign Bancorp, Inc., Sprint Nextel Corporation, Tektronix, Inc., United Thermal Corporation, Waste Management, Inc., and Wilshire Technologies, Inc. During his tenure seven of these companies were in the Fortune 500. Mr. Whitworth has chaired numerous committees and led searches for directors and executive officers. He remains a Director of Hewlett-Packard and serves as Chairman of the Board. He has also served as board chairman at Apria and Waste Management.

Mr. Whitworth is considered an expert on corporate governance. He has been invited to present his views on corporate governance and shareholder rights matters before the United States Senate and House of Representatives, the U.S. Securities and Exchange Commission, the New York Stock Exchange Board, and the New York Federal Reserve. He served on five national Blue Ribbon Commissions sponsored by the National Association of Corporate Directors regarding director compensation and other corporate governance issues. He also served on a Joint Task Force assembled by the Council of Institutional Investors and the National Association of Corporate Directors to review and make recommendations for improving board-shareholder communications. In 2013 Mr. Whitworth was named the “Lifetime Achiever” by the International Corporate Governance Network (“ICGN”), the highest honor bestowed by this global organization. ICGN’s 600-person membership includes esteemed colleagues from over 50 countries.

During 2007 and 2008, two of the most challenging years in U.S. banking history, Mr. Whitworth served as Chairman of Sovereign Bancorp’s (the nation’s largest savings and loan company) Credit and Risk Committee and its Capital Committee.

During 1999, Mr. Whitworth’s service as Chairman of Waste Management was a major crisis management assignment in the midst of an accounting scandal, the breadth and magnitude of which were unprecedented. He was responsible for overall management of the company. He also led a 2,000 person strong, bottom-up audit of the company’s financial statements and led the recruitment effort to replace the company’s management team. During Mr. Whitworth’s tenure as a board member of Waste Management (1998 to 2004), BusinessWeek recognized Waste Management as one of the five “Most Improved Boards” in 2002.
 
From 1998 to 2005, Mr. Whitworth played a similar role at Apria Healthcare Group (the world’s largest home healthcare provider). During his tenure as Chairman of Apria (1998 to 2005), Apria’s board was twice named by BusinessWeek (2000 and 2002) as one of the ten “Best Boards in America.” Mr. Whitworth received prominent recognition when Institutional Shareholder Services selected Apria as the “Best Governed Company in North America” in 2000. Also, during his tenure Apria’s board was recognized in The Corporate Governance Advisor article (September 1998) titled, “Apria’s Designer Board May Be Model for Next Millennium.” Mr. Whitworth was named “Director of the Year” by the Corporate Directors Forum in 2004 for his work at Apria.

From 1986 to 1994, Mr. Whitworth was the President of United Shareholders Association (pro bono). In 1990 he authored the petition for rulemaking which in 1992 culminated in a major overhaul of the U.S. Securities and Exchange Commission's shareholder communication and compensation disclosure rules. From 1989 to 1992, Mr. Whitworth served as President of Development at United Thermal Corporation, which at that time was the largest operator of district heating and cooling systems in the nation. Mr. Whitworth served on the company's board of directors until December 1993 when he chaired the board's special committee representing minority shareholders during a sale transaction.

From 1985 to 1988, Mr. Whitworth served as Assistant to the General Partner at Mesa Limited Partnership. During that time Mesa was the nation's largest independent oil and gas company. He managed the executive staff, served on the company's operating committee, and participated in the company's investments, acquisitions, and financing activities.

From 1981 to 1984, Mr. Whitworth served on the U.S. Senate Judiciary Committee staff of Senator Paul Laxalt.

Mr. Whitworth holds a juris doctor degree from Georgetown University Law Center.


Stephen L. Brown serves as Senior Director of Corporate Governance and Associate General Counsel for TIAA-CREF, a full-service financial services group of companies with over $500 billion assets under management.

On behalf of the boards of the TIAA-CREF group of companies, Mr. Brown and his colleagues in the Corporate Governance Group work to enhance the governance of companies held within TIAA-CREF’s investment portfolios with the objective of increasing shareholder value and improving long term performance of targeted companies. Additionally, Mr. Brown advises management and the boards of the TIAA-CREF group of companies on internal corporate governance matters.

For the last two years Mr. Brown has been named by the National Association of Corporate Directors as one of the 100 most influential people in corporate governance and the boardroom. In 2009, Mr. Brown was named as one of 10 global Rising Stars of Corporate Governance by the Yale School of Management’s Millstein Center for Corporate Governance and Performance.

Prior to joining TIAA-CREF, Mr. Brown practiced corporate and securities law with Wilmer, Cutler, Pickering, Hale and Dorr, LLP and Skadden, Arps, Slate, Meagher and Flom, LLP in New York City. At both firms, Mr. Brown represented industrial companies, investment advisers, hedge funds, private equity funds, and mutual fund complexes. Additionally, he represented Fortune 500 corporations, boards of directors and executives in a variety of securities enforcement matters and corporate internal investigations. Prior to practicing law, Mr. Brown was a financial analyst with Goldman Sachs.

Mr. Brown is an adjunct professor at Yale University and City College of New York. Mr. Brown’s pro bono practice has included advising several education related public entities and economic development organizations. He has served on the boards of the Englewood, N.J. public schools, Queens Economic Development Corporation, Harlem Renaissance Economic Development Corporation and the Public Interest Law Foundation at Columbia University Law School. Mr. Brown received his B.A. from Yale University and his J.D. from Columbia University Law School where he was a Harlan Fiske Stone Scholar and an Olin Law & Economics Junior Fellow.