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Securities Regulation Institute 2013 (45th Annual)


Speaker(s): Abigail Arms, Alan L. Beller, Alison M. Fuller, Andrew J. Ceresney, Andrew J. Donohue, Andrew J. Levander, Ann L. Yerger, Bradley E. Lerman, Brian V. Breheny, Bruce E. Yannett, Carmen J. Lawrence, Catherine R. Kinney, Catherine T. Dixon, Charles S. Duggan, Christopher A. Butner, Christopher B. Walther, Colleen P. Mahoney, Craig M. Lewis, D. Scott Tucker, Daniel L. Goelzer, David B. Harms, David M. Lynn, David Meister, Deanna L. Kirkpatrick, Dixie L. Johnson, Eileen T. Nugent, Faiza J. Saeed, Felicia Kung, Gary Retelny, Giovanni P. Prezioso, Herbert F. Janick, III, Hon. Elisse B. Walter, James H. Quigley, James R. Doty, Jan R. Hauser, Jay G. Baris, Jennifer M. Daniels, John F. Olson, John W. White, Jonathan K. Youngwood, Joseph A. Stern, Karen J. Garnett, Keir D. Gumbs, Keith F. Higgins, Linda Chatman Thomsen, Linda L. Griggs, Louise M. Parent, Mark J. Gentile, Martin P. Dunn, Mary Reisert, Max W. Berger, Meredith B. Cross, Mike Johnson, Nicole M. Maddrey, Norm Champ, Paul A. Beswick, Paul N. Roth, Preet Bharara, Ralph C. Ferrara, Richard H. Walker, Richard M. Humes, Robert S Khuzami, Robin A. Ferracone, Stanley Keller, Stephen L. Brown, Steven A. Rosenblum, Steven E. Bochner, Thomas W. Yang, William R. McLucas
Recorded on: Nov. 6, 2013
PLI Program #: 43223

David Meister heads Skadden’s Government Enforcement and White Collar Crime Group in New York. Having served twice in federal law enforcement — most recently as Enforcement Director of the U.S. Commodity Futures Trading Commission (CFTC) and previously as an assistant United States attorney in the Southern District of New York — Mr. Meister has more than 25 years of experience litigating enforcement and white collar crime matters from both the prosecution and the defense perspectives. He represents financial institutions and other corporations and their boards, and individuals, in matters involving the full range of federal, state and international criminal and enforcement agencies. He has conducted numer­ous jury trials and has led internal investigations throughout his career.

Mr. Meister rejoined Skadden in 2014 after serving for nearly three years as Director of the CFTC’s Enforcement Division, where he was responsible for the overall direction of the program. Under Mr. Meister’s leadership, the CFTC conducted hundreds of investigations involving physical commodities, futures, swaps and other derivatives, and brought record numbers of enforcement actions with record sanctions. For instance, he led the CFTC’s investigation and prosecution of the first-ever Dodd-Frank Act charges; cases involving worldwide LIBOR and other benchmark manipulation; commodities market fraud and manipulation; supervision failures; unlawful trading practices; misuses of customer funds; deficient accounting and auditing; and Ponzi schemes. He also led key Dodd-Frank rule­makings, such as the prohibition against a wide range of manipulative and deceptive conduct and the whistleblower rule.

As Director, Mr. Meister worked closely with top leadership at the SEC, the DOJ and numer­ous U.S. attorneys’ offices, the Federal Energy Regulatory Commission, and other federal and state agencies and self-regulatory organizations across the country, as well as the U.K. Financial Conduct Authority and financial market regulators in Europe, Asia and Australia. He served as co-chair of the Securities and Commodities Fraud Working Group of the Finan­cial Fraud Enforcement Task Force, which President Obama established in 2009. Mr. Meister also was a key liaison with congressional oversight committees.

Prior to his CFTC appointment, Mr. Meister was a partner at Skadden, where he handled a broad array of high-profile white collar matters involving the securities and derivatives markets, complex accounting, insider trading, disclosures, the Foreign Corrupt Practices Act, tax laws and a variety of other subjects. For instance, he acted for clients in cases concern­ing the financial crisis, auction rate securities, mutual fund market timing, collateralized debt obligations, subprime mortgages and credit default swaps. Mr. Meister has extensive cross-border investigative experience and has counseled clients in the U.K., Europe and Asia concerning the impact of U.S. laws abroad. He also has routinely handled complex private litigation in parallel to white collar matters.

Mr. Meister previously served as an assistant U.S. attorney in the U.S. Attorney’s Office for the Southern District of New York, prosecuting a wide variety of cases as a member of that office’s Securities and Commodities Fraud Task Force and representing the government in numerous trials and appeals.

Education

J.D., Columbia University School of Law, 1987 (Harlan Fiske Stone Scholar)

BChE, University of Delaware, 1984 (cum laude)

Bar Admissions

New York

Publications

“The Territorial Barrier to Commodity Exchange Acts Suits,” The National Law Journal, November 13, 2014

“Rule 180.1: The CFTC Targets Fraud and Manipulation,” New York Law Journal, April 7, 2014


William McLucas 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—longer than any other Enforcement Division Director in Commission history. 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. Mr. McLucas is chair of the firm’s Securities Department.

In 1977, Mr. McLucas joined the Securities and Exchange Commission's Division of Enforcement. He led the Division's Staff in numerous high-profile investigations and landmark enforcement actions, including hundreds of insider trading cases and numerous inquiries and proceedings involving public companies, accounting firms, investment banks, and participants in the municipal securities markets.

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.

Chambers USA: America's Leading Lawyers for Business describes Mr. McLucas as "a cut above everyone else."

Honors & Awards 

  • Named a Fellow of the American College of Governance Counsel in 2015.
  • Named one of the 500 Leading Lawyers in America by Lawdragon Magazine every year since 2005.
  • Listed as a "Leading Lawyer" in the area of litigation: white-collar criminal defense in the 2009, 2010 and 2011 editions of The Legal 500 United States
  • Recognized in 2008 as a Visionary in the Legal Times' "Greatest Washington Lawyers in the Past 30 Years"
  • Selected as one of only seven "Leading Lawyers" in Corporate Governance in the March 2008 issue of Legal Times. He was also named Washington DC's "Leading Lawyer" in the area of securities and corporate governance by the Legal Times, December 2004.
  • Nationally recognized for exceptional standing in the legal community in Chambers USA: America's Leading Lawyers for Business for his work in the securities regulation: enforcement area (2006-2015). Previously recognized in the 2003, 2004 and 2005 editions for general commercial litigation; cited as "an expert in litigation" in the 2003 edition.
  • Selected by peers for inclusion in each edition of Best Lawyers in America since 2005; in the 2011, 2012, 2013, 2014 and 2015 editions of Best Lawyers of America, he was recognized for his securities practice along with the areas of bet-the-company litigation, corporate governance and compliance law, and commercial litigation; named Washington DC Securities Lawyer of the Year in 2010
  • Named in 2013 to Securities Docket’s inaugural ‘Enforcement 40’—a list of the 40 best and brightest individuals in the securities enforcement defense field
  • Recognized as one of the world's preeminent corporate governance lawyers in multiple editions of Who's Who Legal: The International Who's Who of Corporate Governance Lawyers; Who's Who Legal: The International Who's Who of Business Lawyers; Who’s Who Legal: Investigations; Who's Who Legal: Business Crime Defence; Who's Who Legal: Commerical Litigation; and Who's Who Legal: The International Who's Who of Investigations Lawyers, with sources saying he is “highly sought after by companies, boards and audit committees in need of advice on corporate crises."
  • Listed in Washingtonian magazine's "Top 30 Lawyers in Washington," 2004, 2007, 2009 and 2011. Named among "Washington's Best Lawyers" for his securities practice in the 2013 issue.
  • Named one of the National Law Journal’s One-Hundred Most Influential Attorneys in America, 1997
  • Ranked as a "top litigation lawyer" in the 2003 edition of Euromoney’s
  • Guide to the World’s Leading Litigation Lawyers
  • Received the SEC Alumni Association's William O. Douglas Award in 2010
  • Received the National Public Service Award in 1996
  • Received the Federal Bar Association's Tom C. Clark Outstanding Lawyer Award in 1997
  • Received the President’s Award for Distinguished Executive Service from President Ronald Reagan in 1988

Recent Highlights

Mr. McLucas has represented the board committees in some of the most prominent corporate scandals that have arisen recently in the US markets, including the Special Committees of both Enron and WorldCom. He also advised the Special Committee of the Board of Nortel Networks in its review of certain accounting restatements and, more recently, the Special Committee of the Board of UnitedHealth Group in its review of options dating issues.

He also has represented numerous public companies and their executives, as well as public accounting firms and hedge funds in connection with securities enforcement and regulatory inquiries.

Professional Activities

Mr. McLucas is a frequent speaker on panels and programs on topics pertaining to securities laws, corporate governance and law enforcement.

Practice Area

Regulatory and Government Affairs

Strategic Response

Legislative Affairs and Public Policy

Securities

Dodd-Frank Whistleblower Working Group

Litigation and Enforcement

Education

JD, Temple University Beasley School of Law, 1975, Research Editor, Temple Law Quarterly

BA, Pennsylvania State University, 1972, Phi Beta Kappa

Bar Admissions

District of Columbia
New York
Pennsylvania


James R. Doty is the Chairman of the US Public Company Accounting Oversight Board, the independent regulator of the auditors of all public companies that trade on U.S. exchanges, as well as all U.S. broker-dealer auditors.

Previously, Chairman Doty served as General Counsel of the U.S. Securities and Exchange Commission.  In that role, Mr. Doty advised the Commission on matters of law and regulatory policy related to the Commission’s oversight of U.S. securities markets, including initiatives in the context of the globalization of capital markets, policies in the wake of the savings-and-loan crisis, international technical assistance and coordination efforts, and adoption of the Remedies Act of 1990. 

Prior to and following his SEC service, Mr. Doty was a partner at the law firm of Baker Botts LLP, which he first joined in 1969.  Mr. Doty was presented the 2011 Statesman Award by the Foreign Policy Association.  Mr. Doty was raised in Houston, Texas.  He earned a B.A. in History from Rice University and was a Rhodes Scholar at Oxford University in England.  He also received a M.A. in History from Harvard University before getting an L.L.B. from Yale Law School.


Mark J. Gentile focuses his practice on advising corporations, officers, directors, board committees and stockholders in connection with mergers and acquisitions, divestitures, recapitalizations and corporate governance issues. He is a director in the firm’s Corporate Department and a member of the department’s Corporate Advisory Group.

A frequent speaker at corporate law seminars, Mr. Gentile is the author of numerous articles on aspects of Delaware corporate law. He is an appointed member of the American Bar Association’s Committee on Corporate Laws. 

Recent Representative Experience

  • Represented Allergan, Inc. in connection with (i) successful defense of $45.7 billion unsolicited hostile tender offer by Valeant Pharmaceuticals and proxy contest led by Pershing Square, and (ii) $66 billion sale to Actavis PLC
  • Represented Reynolds American Inc. in its acquisition of Lorillard, Inc. for $27.4 billion, and in related $7.1 billion divestiture to Imperial Tobacco Group and $4.7 billion investment by British American Tobacco
  • Represented Dell Inc. in $24.9 billion transaction whereby Michael Dell and other investors took Dell private
  • Represented GECC in connection with formation of SYNCHRONY FINANCIAL and its $2.8 billion IPO
  • Represented the special committee of Dole Food Co. in connection with Dole’s going-private that valued Dole at approximately $1.6 billion
  • Represented the special committee of the board of directors of Crown Media Holdings, Inc. in connection with $1.4 billion recapitalization, upheld after trial as entirely fair by the Delaware Court of Chancery and as affirmed by the Delaware Supreme Court (S. Muoio & Co., LLC v. Hallmark Entertainment Investments Co.)
  • Represented the board of directors of Selectica, Inc. in connection with triggering of poison pill, upheld by the Delaware Court of Chancery after trial and as affirmed by the Delaware Supreme Court (Versata Enters., Inc. v. Selectica, Inc.)
  • Represented the special committee of the board of directors of California Pizza Kitchens Inc. in connection with $470 million acquisition by an affiliate of Golden Gate Capital
  • Represented the independent directors of Marvel Entertainment, Inc. in connection with $4 billion acquisition by The Walt Disney Company
  • Represented the independent directors of On2 Technologies in connection with $110 million acquisition by Google Inc.
  • Represented the board of directors of Dynegy, Inc. in connection with potential acquisition by The Blackstone Group and Icahn Enterprises

Professional Recognition

  • Chambers USA, since 2005
  • The Best Lawyers in America, since 2008
  • Super Lawyers, since 2008
  • Lawdragon 500, The Leading Lawyers in America
  • Delaware Today Top Lawyer, Corporate Law, 2014, 2013
  • Best Lawyers’ 2014 Delaware Corporate Governance Lawyer of the Year
  • Who’s Who Legal, since 2008

Leadership

  • Fellow, American College of Governance Counsel
  • American Bar Association, Business Law Section, Committee on Federal Regulation of Securities
  • Planning Committee, Tulane Corporate Law Institute


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.


Corporate Finance
Corporate Law & Governance
Entrepreneurial Services
Mergers & Acquisitions
Venture Capital

EXPERIENCE:

In his more than 35 years of experience practicing corporate and securities law, Steve Bochner has served as lead counsel for many of Silicon Valley's most prominent companies, assisting them in venture capital, public offering, and merger transactions valued in the billions of dollars. He also has represented numerous start-up companies, as well as major venture capital and investment banking firms.

From 2009 to 2012, Steve served as the chief executive officer of Wilson Sonsini Goodrich & Rosati. During his tenure as CEO, the firm achieved record financial results and completed a number of significant strategic initiatives, including opening offices and expanding operations in China, Brussels, and Delaware. Steve has served in various other management positions at WSGR, including as a member of the firm's board of directors and as chair of its Compensation Committee.

Steve was recently elected to a second term as a member of the Federal Reserve Bank of San Francisco's board of directors. He is also the chairman of the Berkeley Center for Law, Business and the Economy. Steve regularly speaks on a variety of securities law topics for the Practising Law Institute (PLI) and was co-chair of PLI's Annual Institute on Securities Regulation in New York City from 2007 to 2011.

Steve served as one of two attorneys on the IPO Task Force, which presented a report to the U.S. Department of the Treasury on improving access to the capital markets for emerging growth companies. He was extensively involved in designing the IPO-related provisions of the JOBS Act of 2012, which drew upon the IPO Task Force's recommendations and was adopted by Congress with broad bipartisan support.

Steve is chairman of the Nasdaq Private Market advisory board and a member of the board of directors of the Nasdaq Entrepreneurial Center in San Francisco. From 1996 to 2011, Steve served on the Nasdaq Listing and Hearing Review Council, including as chair and co-chair. The council is responsible for making recommendations to the Nasdaq board on policy and rule changes related to issuer listing standards. In particular, Steve was extensively engaged in the development of Nasdaq's rules with respect to corporate governance reform and other listing standards.

In 2005, Steve was appointed as a member of the Securities and Exchange Commission's Advisory Committee on Smaller Public Companies. This select committee was charged with evaluating the current securities regulatory system relating to governance, disclosure, financial reporting, internal controls, and capital formation for smaller public companies, including the impact of the Sarbanes-Oxley Act. The SEC Advisory Committee's final report was delivered to the SEC on April 23, 2006. Steve served as chairman of the Governance and Disclosure Subcommittee of the SEC Advisory Committee. Many of the Advisory Committee's recommendations have since been adopted as proposed and final rule changes by the SEC.

From 2002 to 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 also has been a guest lecturer at Stanford Law School, the Stanford Graduate School of Business, and UC Berkeley's Haas School of Business.


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.


Alison Fuller regularly counsels investment companies, investment advisers and independent trustees on federal and state securities law matters.

Some of the matters on which Alison has assisted clients include:

  • launch and creation of board oversight techniques for funds using derivatives and alternative investment strategies
  • obtaining no-action, interpretive and exemptive relief from the Securities and Exchange Commission and its staff
  • developing compliance programs, including regarding asset segregation and the treatment of derivatives
  • derivatives, valuation and other mock audits

Alison worked at the U.S. Securities and Exchange Commission for 10 years, including eight years as Assistant Chief Counsel in the Division of Investment Management.

While at the SEC, Alison worked on more than 80 substantive no-action letters and helped develop key positions on matters involving the investment management industry, including:

  • affiliated transactions involving funds (e.g., redemptions and purchases in kind)
  • the status of unique investment products and commodity pools as investment companies
  • assignments of advisory contracts

Alison also represented the Division of Investment Management on IOSCO’s Standing Committee 5, which addresses the regulation of investment companies in the global markets.

RECOGNITIONS

  • Chambers USA: America's Leading Lawyers for Business, listed for nationwide investment funds: registered funds
    • Chambers noted that clients praised Alison for being “very personable” and “able to quickly and effectively analyze and solve difficult legal issues”
  • The Best Lawyers in America
  • Award for supervisory excellence while at SEC
  • SEC’s Capital Markets Award as a member of the Asset-Backed Securities Rulemaking Team and as a member of the Sept. 11, 2001 Recovery Team


Bradley Lerman
Executive Vice President, General Counsel, and Corporate Secretary

Bradley Lerman is Fannie Mae’s Executive Vice President, General Counsel, and Corporate Secretary. Mr. Lerman oversees the Legal Department and Government and Industry Relations. He serves as a senior advisor to the Chief Executive Officer and the Board of Directors.

Prior to joining Fannie Mae in October 2012, Mr. Lerman was Senior Vice President, and Chief Litigation Counsel at Pfizer, Inc., where he was responsible for leading the company's product and commercial litigation, government investigations, and patent litigation teams. He had responsibilities for Pfizer's Discovery Response Team, civil and criminal justice reform program, and the Pfizer Legal Alliance program.

Previously, Mr. Lerman was a partner at Winston & Strawn and co-chair of that firm's white collar defense practice group. He concentrated his practice in financial and products liability litigation, as well as white collar defense. Mr. Lerman also previously served as an assistant U.S. attorney in the Northern District of Illinois from 1986 to 1994, holding various supervisory positions in the white collar prosecution divisions.

Mr. Lerman has a juris doctorate from Harvard Law School and a bachelor of arts in economics from Yale University.


Brian V. Breheny concentrates his practice in the areas of mergers and acquisitions, corporate governance, and general corporate and securities matters. Since joining Skadden, Mr. Breheny has advised numerous clients on a full range of SEC 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.

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

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.

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

Mr. Breheny has lectured extensively on topics such as mergers and acquisitions, corporate governance and the federal proxy rules and shareholder voting. He has served as an adjunct securities law faculty member at the Georgetown University Law Center and Howard University School of Law. Mr. Breheny repeatedly has been recognized by the National Association of Corporate Directors as part of its Directorship 100, an annual list that identifies the most influential people in the boardroom community. He also has been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business, Best Lawyers in America in 2016  and The International Who’s Who of Corporate Governance Lawyers.


Bruce Yannett is Deputy Presiding Partner of the firm and Chair of the White Collar & Regulatory Defense Practice Group. He focuses on white collar criminal defense, regulatory enforcement and internal investigations. He represents a broad range of companies, financial institutions and their executives in matters involving securities fraud, accounting fraud, foreign bribery, insider trading, and money laundering. He has extensive experience representing corporations and individuals outside the United States in responding to inquiries and investigations.

Chambers USA 2015 recognizes Mr. Yannett as a Band 1 practitioner for both white collar criminal defense and FCPA matters. Clients praise his work as “excellent” and describe him as a “leading light in the field,” noting that “he has real gravitas about him,” giving him the “immediate respect of everybody in the room.” In a similar vein, The Legal 500 US calls him a “superstar,” Lawdragon recognizes him as one of the 500 leading lawyers in America, and Benchmark Litigation names him a “Litigation Star.” Further, in selecting Debevoise as “Litigation Department of the Year” in 2014, The American Lawyer stated that Mr. Yannett’s work on the groundbreaking Siemens FCPA internal investigation, which spanned 34 countries, and settlement with U.S. and German authorities, “cemented his credibility with regulators” on subsequent matters.

He is a member of the American Law Institute.

Early in his career, Mr. Yannett served in the Office of Independent Counsel:  Iran/Contra and as an assistant United States attorney.


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 has spoken extensively and participates in numerous continuing legal education programs for federal securities law matters.

Memberships

  • Co-Chair, Sub-Committee on SEC Enforcement and Civil Litigation of the American Bar Association Business Law Section
  • Trustee, Practising Law Institute
  • Member, American Bar Association
  • Member, Federal Bar Council
  • Trustee, Southern Vermont College

Awards & Recognition

  • 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.

Education

  • J.D., University of Michigan Law School, 1981
  • B.A., Cornell University, 1978


Catherine Dixon is a partner in Weil’s Washington, D.C. office and a recognized authority on the federal securities laws, as amended over the past decade by the JOBS Act of 2012, the Dodd-Frank Act of 2010, and the Sarbanes-Oxley Act of 2002.  Her practice encompasses public and private company disclosure advice, capital markets transactions (including public and private offerings), mergers and acquisitions, corporate governance and compliance-related matters.  Ms. Dixon is a member of Weil’s Public Company Advisory Group.

Prior to joining Weil, Ms. Dixon was Chief Counsel of the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC). She previously served as Chief of that Division’s Offices of Mergers & Acquisitions and Disclosure Policy (rulemaking), respectively, and as Counsel to SEC Commissioner Steven M.H. Wallman. She also served as a trial attorney in the Antitrust Division of the U.S. Department of Justice (through the Department’s Honors Program), before joining the SEC in the appellate litigation section of the Office of the General Counsel.

Ms. Dixon frequently speaks and writes on various federal securities laws topics.  She is co-author of a well-known treatise on the federal proxy rules, Aranow and Einhorn on Proxy Contests for Corporate Control (3d ed., with Randall Thomas).  Ms. Dixon also has taught a course on mergers & acquisitions at Georgetown University Law School, as an adjunct faculty member.  She is the immediate former Chair, and a current member, of the American Bar Association (ABA) Business Law Section's Committee on Federal Regulation of Securities, after serving successive terms as Committee Vice-Chair, Chair and Vice-Chair of the Committee’s Securities Registration Subcommittee, and Co-Chair of this Committee’s Ad Hoc Task Force on Cross-Border Mergers & Acquisitions.  Ms. Dixon is also a Fellow of the American Bar Foundation, and is a member of the ABA Business Law Section’s Publication Board.

Ms. Dixon has been recognized in such publications as Who’s Who Legal (2013 – 2016, Corporate -- M&A and Governance), Best Lawyers in America (2005-2016, Securities/Capital Markets Law, Securities Regulation, Corporate Compliance Law, Corporate Governance Law), and Washington DC Super Lawyers (2013 – 2015, Securities and Corporate Finance).

Ms. Dixon graduated cum laude from Creighton University with a Bachelor of Science (1977), and magna cum laude from its law school (1980).  After law school, Ms. Dixon clerked for the Honorable William C. Stuart, Chief Judge of the U.S. District Court for the Southern District of Iowa, and the Honorable Henry A. Politz, Judge of the U.S. Court of Appeals for the Fifth Circuit.  She is a member of the District of Columbia and Iowa Bar Associations.


Catherine R. Kinney retired from NYSE Euronext on March 26, 2009.  She had served in Paris, France from July 2007 until 2009, responsible for overseeing the company’s global listing program, marketing and branding.

She was President and Co-Chief Operating Officer of the New York Stock Exchange from 2002 to 2008.

Mrs. Kinney joined the NYSE in 1974 and rose through the ranks holding management positions in several divisions including: all client relationships from 1996 to 2007, trading floor operations and technology for 1987 – 1996 and regulation for 2002 to 2004.

Mrs. Kinney is on the Board of NetSuite Inc., MetLife Inc., MSCI, Inc., QTS Inc., and Sharegift. She also serves as Chairwoman on the Board of Catholic Charities. She served on the Board of MetLife Inc. from 2002 – 2004 and Depository Trust Company from 2003 – 2007.  She is a member of the Economic Club of New York.

Mrs. Kinney graduated Magna Cum Laude from Iona College and completed the Advanced Management Program, Harvard Graduate School of Business.  She has received honorary degrees from Georgetown University, Fordham University, and Rosemont College. 


Charles S. Duggan
PARTNER

Charles Duggan represents clients in complex civil litigation in a variety of areas, with particular focus on securities cases, shareholder derivative suits and mergers and acquisition-related litigation. He also advises directors, audit committees and special board committees regarding disclosure matters, shareholder demands and internal investigations. His practice includes representing clients in commercial disputes, tax controversies and investigations by regulatory agencies.

From April 2004 to March 2005, Mr. Duggan served in the White House as Associate Counsel to the President. Before joining Davis Polk, Mr. Duggan served as a law clerk to Associate Justice Antonin Scalia of the U.S. Supreme Court and Judge Laurence H. Silberman of the U.S. Court of Appeals for the District of Columbia Circuit.

Mr. Duggan received his J.D. degree, magna cum laude, from Harvard Law School, where he as an executive editor of the Law Review.  He received his A.B. degree, magna cum laude, from Harvard College.


Christopher A. Butner

Mr. Butner is Assistant Secretary & Managing Counsel, Securities/Corporate Governance, of Chevron Corporation, a position he assumed in 2004.   He provides advice and counsel to the Board and senior management in the areas of the securities laws, the NYSE Listing Standards, and governance.  Prior to joining Chevron, he was in private practice working on a variety of securities law and governance matters at Dewey Ballantine in New York and, prior to that, at Jones Day in Dallas.  He began his legal career with Law, Snakard & Gambill, P.C. in Fort Worth.  He received his LL.M. in Securities Regulation from Georgetown University and his J.D. from Oklahoma City University School of Law, summa cum laude. Mr. Butner is past president of the Northern California Chapter of the Society of Corporate Secretaries and Governance Professionals.


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.

Selected Publications

“The SEC Enforcement Process: Latest Tips and Trend,” Bloomberg BNA, September 10, 2014

“SEC Announces First Non-Prosecution Agreement in an FCPA Matter,” Harvard Law School Forum on Corporate Governance and Financial Regulation, May 11, 2013

“SEC Enforcement in the Second Term of the Obama Administration,” The Harvard Law School Forum on Corporate Governance and Financial Regulation, February 14, 2013

Education

J.D., American University, 1981
(summa cum laude)

B.A., American University School of Government and Public Administration, 1978 (magna cum laude)

Bar Admissions

District of Columbia

Government Service

Acting General Counsel, Securities and Exchange Commission (1998)

Deputy Director, Division of Enforcement, Securities and Exchange Commission (1994-1998)

Executive Assistant to the Chairman, Securities and Exchange Commission (1993­1994)

Experience

Lecturer, Practising Law Institute


Craig M. Lewis is Chief Economist and Director of the Division of Economic and Risk Analysis at the U.S. Securities and Exchange Commission.  He is currently on leave from Vanderbilt University where he is the Madison S. Wiggington Professor of Finance at the Owen Graduate School of Management.

He first served at the SEC as a visiting Economic Fellow from January 2010 through July 2010, and subsequently returned in the same capacity in January 2011.  Lewis has conducted research on volatility in stock and futures markets, margin adequacy, corporate earnings management, corporate financial policy, executive compensation, selective disclosure, and herd behavior by equity research analysts.  His research has been published in the Journal of Financial Economics, Review of Financial Studies, Journal of Econometrics, Journal of Financial and Quantitative Analysis, among other places.

He is associate editor of the Journal of Corporate Finance, Journal of Business Accounting and Finance, and the North-American Journal of Economics and Finance, and has been associate editor of the Journal of Financial Research.


Daniel L. Goelzer is a partner in the Washington, DC office of Baker & McKenzie.  He practices in the areas of securities and corporate law, specializing in matters involving the Securities and Exchange Commission and the Public Company Accounting Oversight Board.

Mr. Goelzer was appointed as a founding member of the Public Company Accounting Oversight Board in October 2002.  The PCAOB is responsible for oversight and regulation of the auditors of U.S. public companies and securities broker-dealers.  He served as Acting Chairman of the PCAOB from August 2009 through January 2011.  He left the Board at the conclusion of his term in 2012.

In March 2011, Mr. Goelzer was elected Vice Chair of the International Forum of Independent Audit Regulators and served in that capacity until his departure from the PCAOB.  IFIAR is an organization of 40 national audit oversight bodies that operate independently of the accounting profession.

From 1990 until joining the PCAOB in 2002, Mr. Goelzer was a partner in the Washington, D.C. office of Baker & McKenzie.  He resumed his Baker & McKenzie partnership in December, 2012.

From 1983 to 1990, Mr. Goelzer served as General Counsel of the Securities and Exchange Commission.  Before his appointment as General Counsel, he held a variety of positions in the Office of the Commission's Chairman and in the Office of the General Counsel.  He joined the Commission's staff in 1974, following a clerkship with Judge Thomas E. Fairchild of the U.S. Court of Appeals for the Seventh Circuit.

From 1969 to 1970, he worked as an auditor in the Milwaukee, Wisconsin, office of the international accounting firm, Deloitte & Touche.

Mr. Goelzer, a native of Milwaukee, received a BBA in 1969 from the University of Wisconsin, a JD from the University of Wisconsin School of Law in 1974, and an LLM from the National Law Center, George Washington University, in 1979.  He is a member of the Wisconsin and District of Columbia Bars and received a Wisconsin CPA certificate in 1977.


Dixie L. Johnson is a partner in the firm’s Special Matters and Government Investigations practice group and co-leads the firm’s securities enforcement and regulation practice. She represents businesses and individuals in government securities investigations from her office in Washington, DC.   With over 25 years of experience, she represents public companies, financial institutions, public accounting firms, boards of directors and boards of trustees, corporate officers and other individuals in securities enforcement investigations.  She appears regularly before the United States Securities and Exchange Commission, the United States Department of Justice, and other federal, state and local agencies, as well as various boards and self-regulatory organizations, including the Public Company Accounting Oversight Board and the Financial Industry Regulatory Authority. She  also counsels clients regarding their regulatory and disclosure obligations, assists clients in developing policies and procedures to deter violations, and conducts internal investigations.  Consistently highly ranked by Chambers, Legal 500 and others, she was also named Litigation Star and one of the top 250 Women in Litigation by Benchmark, Best Lawyers’ 2014-16 Washington DC Corporate Compliance Law, Best Lawyers’ “Lawyer of the Year” 2016 and one of the Securities Docket’s “Enforcement 40” list of top SEC enforcement lawyers in 2013.  Few of her client representations ever become known to the public.

In addition to representing the businesses and business leaders who are her clients, Ms. Johnson served in 2013-2014 as the elected Chair of the Business Law Section of the American Bar Association, with over 50,000 members, over 50 substantive committees, and over 500 subcommittees, all focused on issues that matter to business lawyers.  Previously, as Business Law Secretary and Vice-Chair, Ms. Johnson served as editor-in-chief of the Section's renowned journal, The Business Lawyer, in 2010-2012, and as co-editor-in-chief of the Section's online monthly magazine, Business Law Today, in 2010-2011.  In 2006, she received  the Business Law Section's "Jean Allard Glass Cutter Award," given annually to a woman who has cut through barriers to attain high accomplishments in Business Law.  From 2003-2006, she served as Chair of the Committee on Federal Regulation of Securities, following a long tenure as co-chair of that committee's Subcommittee on Civil Litigation and SEC Enforcement Matters.  Ms. Johnson also is an elected member of the American Law Institute and the American College of Governance Counsel.

Prior to becoming a lawyer, she taught in the Albuquerque, New Mexico public school system for six years.


Education

Smith College, 1971, B.A.

University of Cincinnati College of Law, 1974, J.D.

  

Linda L. Griggs is a partner in Morgan Lewis's Corporate Business Transactions practice. Ms. Griggs's practice focuses on securities regulatory matters, including financial reporting and accounting and other disclosure requirements under the securities laws and public and private securities offerings. Ms. Griggs also handles corporate law matters, including advising with respect to the fiduciary duties of directors and corporate governance matters.

In August 2013, Ms. Griggs was appointed to serve on the Financial Accounting Standards Advisory Council (FASAC) by the Board of Trustees of the Financial Accounting Foundation. FASAC is responsible for advising the Financial Accounting Standards Board on strategic issues, project priorities, and other matters that affect accounting standards. Ms. Griggs served on the SEC's Advisory Committee on Improvements to Financial Reporting, which submitted its final report and recommendations to the SEC in August 2008. Before joining Morgan Lewis, Ms. Griggs served as chief counsel to the chief accountant of the SEC for five years. Prior to that, she worked in the Division of Corporation Finance at the SEC as a special counsel, as an attorney in the Division's rule-writing office, and as a reviewer of registration statements, proxy statements and reports filed by companies covered by federal securities laws.

Ms. Griggs is admitted to practice in the District of Columbia.


Bar Admissions

District of Columbia Court Admissions

Honors & Affiliations

Member, Financial Accounting Standards Advisory Council

Former Member, SEC Advisory Committee on Improvements to Financial Reporting (8/2007- 8/2008)

Chair, American Bar Association Committee on Law and Accounting (8/2005–8/2008)

Member, American Bar Association, Subcommittee on Registration Statements, 1993 Act of the Federal Regulation of Securities

Member, American Bar Association; Committee on Law and Accounting (former Chair)

Listed, The Best Lawyers in America (1995-2011)

Listed, Chambers USA: America's Leading Lawyers for Business (2013)


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)


Eileen T. Nugent
Partner
Skadden, Arps, Slate, Meagher & Flom LLP
Mergers and Acquisitions; Co-Head, Global Transactions

Eileen T. Nugent has worked on a wide variety of acquisitions and dispositions of companies, subsidiaries and divisions, both public and private, hostile and negotiated, in the United States and around the world. A significant number of these transactions have been leveraged buyouts (LBOs). Ms. Nugent has represented the full range of transactional parties, including buyers, sellers, controlling stakeholders, boards of directors and special committees, LBO organizers and management teams, as well as investment bankers and various financing sources. She has worked on numerous recapitalizations and other “reverse LBO” transactions, such as initial public offerings, and is one of the firm’s leading practitioners in the field of M&A and restructuring of financially distressed companies. The breadth of her experience has resulted in her being increasingly regarded as a senior legal, business and strategic adviser to her clients, particularly in the areas of corporate governance and conflict-of-interest situations, including dealing with significant stockholders.

Select noteworthy recent transactions include her representation of:

  • Trane Inc. (formerly American Standard) in its $10.1 billion acquisition by Ingersoll-Rand Company Limited;
  • The special committee of the board of directors of Avaya Inc. in its $8.2 billion leveraged buyout and going-private acquisition by Silver Lake Partners and TPG Capital;
  • Cephalon, Inc. in its $6.8 billion acquisition by Teva Pharmaceutical Industries Limited; and
  • Burger King Holdings, Inc. in its approximately $4 billion acquisition by 3G Capital Management. This transaction was recognized in the 2011 Financial Times “US Innovative Lawyers” report.

Ms. Nugent is a frequent lecturer and panelist at the Practising Law Institute, ALIABA and other M&A seminars; is the vice-chair of the annual Tulane M&A Institute; and has published articles on a wide variety of M&A-related legal topics. She has taught selected M&A classes at Harvard Law School and New York University School of Law and is an adjunct professor at the University of Virginia School of Law and Cornell Law School. She is a co-author of a well-known two-volume treatise entitled Negotiated Acquisitions of Companies, Subsidiaries and Divisions.

Ms. Nugent has been recognized in Chambers Global: The World’s Leading Lawyers for Business for her work in M&A and private equity, Chambers USA: America’s Leading Lawyers for Business, The International Who’s Who of Corporate Governance Lawyers and The Best Lawyers in America.

Education

J.D., Brooklyn Law School, 1978
A.B., Cornell University, 1975

Bar Admissions

New York

Authorships

Co-author of a two-volume treatise entitled Negotiated Acquisitions of Companies, Subsidiaries and Divisions

“Join the Club,” IFLR Private Equity Lawyers, April 2005

Lectures and Panels

Vice-Chair, Annual Tulane M&A Institute

Frequent Lecturer and Panelist, Practising Law Institute, ALI-ABA and other groups

Selected M&A classes, Harvard and New York University law schools

Adjunct Professor, University of Virginia School of Law and Cornell Law School


Elisse B. Walter was appointed Commissioner of the Securities and Exchange Commission by President George W. Bush and served from July 2008 until August 2013.  She was designated the 30th Chairman of the SEC by President Barack Obama, and she served as the agency's leader from December 2012 to April 2013. She also served as Acting Chairman in January 2009.

Prior to her appointment as an SEC Commissioner, Ms. Walter served as Senior Executive Vice President, Regulatory Policy & Programs, for FINRA. She held the same position at NASD before its 2007 consolidation with NYSE Member Regulation.

Ms. Walter coordinated policy issues across FINRA and oversaw a number of departments including Investment Company Regulation, Member Education and Training, Investor Education and Emerging Regulatory Issues. She also served on the Board of Directors of the FINRA Investor Education Foundation.

Prior to joining NASD, Ms. Walter served as the General Counsel of the Commodity Futures Trading Commission. Before joining the CFTC in 1994, Ms. Walter was the Deputy Director of the Division of Corporation Finance of the SEC. She served on the SEC's staff beginning in 1977, both in that Division and in the Office of the General Counsel. Before joining the SEC, Ms. Walter was an attorney with a private law firm.

Ms. Walter is a member of the Sustainability Accounting Standards Board and the FINRA Investor Issues Committee.  She is a member of the Academy of Women Achievers of the YWCA of the City of New York and the inaugural class of the DirectWomen Institute. She also has received, among other honors, the Presidential Rank Award (Distinguished), the ASECA William O. Douglas Award, the SEC Chairman's Award for Excellence, the SEC's Distinguished Service Award, and the Federal Bar Association's Philip A. Loomis, Jr. and Manuel F. Cohen Awards.

She graduated from Yale University with a B.A., cum laude, in mathematics and received her J.D. degree, cum laude, from Harvard Law School. Ms. Walter is married to Ronald Alan Stern, and they have two sons and a daughter-in-law, Jonathan, Evan, and Grace So.


Faiza J. Saeed is Co-Head of Cravath’s Mergers and Acquisitions group.  She advises public companies, boards of directors and special committees in connection with M&A, corporate governance and crisis management, including consensual and hostile transactions, leveraged buyouts, strategic investments, takeover defense, proxy contests and hedge fund activism.  Her clients have included Bacardi, DreamWorks Animation, Hasbro, Moody’s, Morgan Stanley, Starbucks, Time Warner and Viacom.

Ms. Saeed was designated a Young Global Leader by the World Economic Forum (Davos) in 2006.  In 2007, The New York Times named her one of “Wall Street’s 100 Masters of the New Universe” and Crain’s New York Business one of the “100 Most Influential Women in NYC Business.”  She has been recognized as a “Dealmaker of the Year” three times by The American Lawyer magazine, in 2000, 2005 and 2011, and also named to its list of “45 Under 45” in 2003.  She is a recipient of the Outstanding Contribution to the Legal Profession Award from Chambers and Partners (2010).

Ms. Saeed has extensive deal experience across many industry sectors, including significant depth in consumer, media/tech and biotech.  She has led major cross-border deals in Canada, France, Norway, Spain, Switzerland, the UK and China.  Notable matters include advising:

  • The board of directors of Morgan Stanley during the financial crisis, including the $9 billion investment by Mitsubishi UFJ;
  • Time Warner in numerous matters, including the unsolicited proposal from 21st Century Fox (which was withdrawn), its defense against Carl Icahn, its divestiture of Time Warner Telecom and its merger with AOL;
  • InterMune in its $8.9 billion acquisition by Roche;
  • Terra Industries in its defense against a hostile bid from CF Industries (which was withdrawn), its $4.6 billion proposed sale to Yara and $5.2 billion topping bid by CF Industries;
  • Vivendi in its $46 billion merger with Seagram and in numerous follow-on acquisitions and investments, including USA Networks, MP3.com, Houghton Mifflin and EchoStar;
  • Sapient in its $3.7 billion acquisition by Publicis;
  • Pentair in its $10 billion inversion/Reverse Morris Trust merger with Tyco Flow;
  • Williams in its $9.4 billion interloper bid for Southern Union;
  • Lycos in its $12 billion merger with Telefonica’s Terra Networks;
  • Kraft Foods in its $2.6 billion Reverse Morris Trust divestiture of Post cereals to Ralcorp, and in its negotiations with Nelson Peltz;
  • Starbucks in its acquisition of Teavana, its commercial arrangement with Oprah Winfrey and its investment in Square;
  • CSX in its proxy contest with TCI and 3G Capital;
  • The independent directors of KKR in KKR’s $2.6 billion acquisition of KKR Financial Holdings;
  • Rexam in its $2.1 billion acquisition of American National Can;
  • DreamWorks Animation in its $4.1 billion spin-off IPO, its acquisition of Classic Media and in the formation of Oriental DreamWorks with China Media Capital and Shanghai Media;
  • DreamWorks SKG from its formation to its $1.6 billion sale to Paramount Pictures;
  • Seat Pagine Gialle in its interloper bid for NetCreations;
  • Johnson & Johnson in its unsolicited $1.8 billion bid for Cordis;
  • WuXi in its proposed $1.6 billion merger with Charles River;
  • TKT in its contested $1.6 billion merger with Shire;
  • Lundbeck in its acquisitions of Chelsea Therapeutics and Synaptic Pharmaceuticals;
  • Steven Spielberg in the formation of his studio with Reliance;
  • The family of Charles Schulz in buying “Peanuts” from Scripps; and
  • Viacom in a joint venture with RealNetworks to create Rhapsody America, and in the acquisition by Rhapsody of Napster.

Ms. Saeed has been repeatedly recognized as one of the country’s leading practitioners in M&A and media and entertainment by Chambers USA, Chambers Global, The International Who’s Who of Merger & Acquisition Lawyers, The Best Lawyers in America, The Legal 500, IFLR1000 and Lawdragon magazine.  She has also been profiled in The National Law Journal (“40 Under 40” (2005)), New York Magazine (2001), Corporate Board Member magazine (2002) and Dealmaker magazine (2008).

Ms. Saeed is a Fellow of the American Bar Foundation and she served on the Visiting Committee for Harvard Law School from 2006 to 2011.  She speaks frequently on developments in M&A including as a guest lecturer at Harvard Law School and a panelist at Tulane University’s Corporate Law Institute, Penn State’s Institute on M&A and the International Bar Association’s International M&A Conference.  She is a member of the Editorial Board of M&A Lawyer magazine.  Ms. Saeed also serves on the Board of Directors of the March of Dimes (NY Chapter).

Ms. Saeed was born in Walnut Creek, California.  She received a B.A. in Economics and Molecular Biology with Highest Distinction from the University of California at Berkeley in 1987, where she was elected to Phi Beta Kappa, and a J.D. magna cum laude from Harvard Law School in 1991.  She joined Cravath in 1991 and was elected a partner in 1998.


FELICIA H. KUNG

Felicia H. Kung is the Chief of the Office of Rulemaking in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. She previously served as Senior International Counsel in the Division. In that capacity, she chaired the Disclosure Subcommittee of Standing Committee No.1 (Multinational Disclosure and Accounting) of the International Organization of Securities Commissions and served as a U.S. representative to the OECD Steering Group on Corporate Governance, which developed the OECD Principles of Corporate Governance. She also previously served as counsel to an SEC Commissioner, and as a senior counsel in the SEC’s Office of the General Counsel and Division of Investment Management. Before joining the staff of the Commission, Ms. Kung clerked for the Honorable Jesse E. Eschbach of the U.S. Court of Appeals for the Seventh Circuit. She received her law degree from Harvard Law School, where she was an editor of the Harvard Law Review, and received her B.A. in economics, summa cum laude, from the University of Missouri-Columbia.


Gary Retelny, President, ISS Inc.
Managing Director and Corporate Secretary, Chief Administrative Officer, MSCI Inc. (NYSE:MSCI)


Gary Retelny is President of Institutional Shareholder Services (ISS) and is a Named Executive Officer (“NEO”) and Managing Director of MSCI and a member of its Executive Committee.  As President of ISS, the leading global provider of corporate governance solutions to institutional investors, corporations and other constituencies, Mr. Retelny is responsible for the overall leadership of the business, which includes more than 600 employees across 16 global offices.  He works across all key ISS functions globally to expand the company’s current range of governance solutions, to ensure the quality of its research and the reliability of its proxy voting operations and to advance its technology infrastructure and applications.

Mr. Retelny has been with MSCI Inc. since 2003. He has close to 30 years of experience in private equity, mergers and acquisitions, and investment management.  Gary is the Corporate Secretary and Secretary of the MSCI Board of Directors serving as the liaison to MSCI’s Directors and Board Committees.

As former Head of Strategy and Business Development, Gary was also responsible for major strategic initiatives and deal sourcing, as well as evaluating and executing acquisitions for MSCI. Most recently, Gary led the deal team in MSCI’s $1.6 billion acquisition of RiskMetrics Group (NYSE: RISK) in June 2010, a leader in risk management and corporate governance.  He worked on the separation of MSCI from Morgan Stanley, including the implementation of MSCI’s independent governance processes and global benefit programs and led the team that took the Company public on the NYSE in a $290 million IPO in November 2007.

As Chief Administrative Officer of MSCI, Gary has overseen the Corporate Services, Legal and Internal Audit functions of the company. He also has served as Global Head of Human Resources.  Gary also works closely with the CEO on a number of strategic matters.

Gary received a B.S. and M.S. in Civil Engineering in 1980 from Stanford University as well as an MBA from Stanford in 1983.


Giovanni P. Prezioso
Partner, Cleary Gottlieb Steen & Hamilton LLP

Giovanni Prezioso is a partner based in the Washington, D.C. office.

Mr. Prezioso’s practice is focused on securities and corporate law matters. His recent projects have included representation of major corporations and financial institutions in securities enforcement and litigation matters arising out of the financial crisis, as well as counseling clients on a broad range of corporate governance and regulatory matters.

Mr. Prezioso currently serves as a member (Chairman 2006-2010) of the Executive Council of the Federal Bar Association Securities Law Committee, a member of the Securities Board of Editors of the LexisNexis Publishing Company, and he previously served as Co-Chair of the American Bar Association President’s Task Force on Financial Markets Regulatory Reform. Mr. Prezioso is distinguished as one of the leading lawyers by Chambers USA and The Legal 500 U.S. and was honored by The National Law Journal as one of the “Most Influential Lawyers of the Decade.” He is also recognized as a star white-collar lawyer by Benchmark Litigation: The Definitive Guide to America’s Leading Litigation Firms and Attorneys.

From May 2002 until rejoining the firm in 2006, Mr. Prezioso served as General Counsel of the Securities and Exchange Commission. He served as the Commission’s chief legal officer during a time of unprecedented enforcement and regulatory activity. During his tenure, the 120-member staff of his Office provided legal advice to the Commission on over 2,000 enforcement actions and over 100 rulemaking proceedings. Under Mr. Prezioso’s leadership, the Office coordinated the implementation of the enforcement and regulatory provisions of the Sarbanes-Oxley Act within the tight timeline set by Congress. The Office also drafted regulations under the Act that established formal standards of professional conduct for attorneys representing public companies.

Mr. Prezioso also led an initiative to revitalize the Commission’s amicus program, with numerous submissions to the federal courts on critical policy issues.

Before joining the Commission, Mr. Prezioso was in private practice with Cleary Gottlieb, which he joined in 1982 and where he became a partner in 1991. During those years, he served as counsel to major financial institutions, public companies and trade associations, with responsibility for a broad range of regulatory, corporate, transactional and litigation matters.

His prior bar and other professional activities have included service as Chairman of the ABA Subcommittee on Municipal and Governmental Obligations, and as a member of both the New York Stock Exchange Rule 431 Committee and the Global Documentation Steering Committee sponsored by the Federal Reserve Bank of New York.

Mr. Prezioso is a graduate of Harvard Law School (J.D., magna cum laude, 1982) and Harvard College (A.B., History and Literature, magna cum laude, 1979).

Mr. Prezioso is a member of the Bar of the District of Columbia.


James H. Quigley
CEO Emeritus

James H. Quigley, CEO Emeritus, retired as Senior Partner from Deloitte U.S. in June 2012.  From 2007 until 2011, he was CEO of Deloitte, Touche & Tohmatsu Limited (DTTL) (the global network).  Previously, from 2003 until 2007, Jim was CEO, Deloitte U.S.  The Deloitte member firms provide audit, tax, consulting, and financial advisory services to public and private clients in 150 countries. Throughout his 37 years with the organization, Jim has held numerous key leadership roles and built a distinguished track record of service to many multinational clients.

Jim was recently elected as a member of the Board of Directors of Wells Fargo & Company, and will serve as a member of their Audit and Examination Committee. Jim is a member of the Board of Directors for HESS Corporation and currently serves as their chairman of the Audit Committee.  In addition, he also serves on the boards of Merrimack Pharmaceuticals, Inc., German Marshall Fund of the United States, and is a Trustee of the International Financial Reporting Standards (IFRS) Foundation. He also serves as the U.S. co-chairman of the TransAtlantic Business Dialogue (TABD), as well as a member of the National Advisory Committee – Brigham Young University and the Advisory Board of the Center for Leadership and Ethics – Duke Fuqua Business School.

Jim has a history of involvement in various business and community groups in the United States, including The Economic Club of New York, The Council on Competitiveness, The Japan Society, Catalyst – the Center for Audit Quality, the U.S. Chamber of Commerce, the Financial Accounting Foundation, the U.S. Council for International Business, the Business Roundtable, the Shanghai International Financial Advisory Council, the U.S. Securities and Exchange Commission Advisory Committee on Improvements to Financial Reporting, and numerous committees of the American Institute of Certified Public Accountants and Junior Achievement of New York City.

Jim is the co-author of As One: Individual Action, Collective Power (2011), a best-selling book that addresses the leadership challenge of creating environments that inspire large groups to work together toward a common goal.

Jim earned a Bachelor of Science degree and an honorary Doctorate of Business from Utah State University. He was awarded an honorary degree of Doctor of Commercial Science from Bentley College in Waltham, Massachusetts.


Jan R. Hauser
Vice President and Controller
General Electric Company

Ms. Hauser is Vice President – Controller and Chief Accounting Officer for General Electric Company (“GE”).  Prior to joining GE in 2013, Ms. Hauser was a partner in the Accounting Services Group of PricewaterhouseCoopers (PwC) National Professional Services Group.  In addition, Jan also served as a Professional Accounting Fellow in the Office of the Chief Accountant at the Securities and Exchange Commission from 1991-1993.

Ms. Hauser is on 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. She is also on the Committee on Corporate Reporting of Financial Executives International. 

In addition, Jan had been a member of the Emerging Issues Task Force (EITF) from 2005 through 2011 and a member of the Financial Reporting Committee of the Institute of Management Accountants, an organization that regularly provides commentary and feedback on important standard-setting activities.

Ms. Hauser is a graduate of the University of Wisconsin and is a Certified Public Accountant.  Ms.  Hauser is on the Board of Trustees for The Holderness School.  She and her husband have three sons.


Jay G. Baris
Partner, Morrison & Foerster LLP

Jay Baris is the chair of Morrison & Foerster’s Investment Management Practice. Mr. Baris represents investment companies, broker-dealers, investment advisers and other financial institutions in the full spectrum of financial services regulation. He helps clients develop new financial products that cross over banking, commodities, insurance and securities law.

Mr. Baris counsels independent directors on governance issues. He also advises mutual funds and investment advisers on mergers and acquisitions, reorganizations, compliance, exemptive applications and innovative regulatory issues. He has advised fund administrators and custodians on a wide range of contractual and operational issues.

Mr. Baris was recently recognized as an elite “Leading Lawyer” by the Legal 500 US 2013 guide to outstanding lawyers nationwide and has twice been nominated, in 2012 and 2010, for “Independent Fund Counsel of the Year” by Fund Directions (Institutional Investor). He is listed in Best Lawyers in America (2008-2014) for his work in corporate law, mutual funds law and financial services regulation law, as well as in Chambers USA 2009-2013, Legal 500 US 2009-2013, New York Super Lawyers (Securities and Corporate Finance) 2006-2012 and Super Lawyers Business Edition 2011. Mr. Baris was nominated for the “Fund Titan” Award (Outside Counsel Category) by Ignites.com in 2008.

Mr. Baris serves as vice chair of the Committee on Federal Regulation of Securities of the American Bar Association’s Business Law Section. Previously, he served as chair of the Subcommittee on Investment Companies and Investment Advisers from 2003-2009, and vice chair from 1999-2003 and 2009-2012. He also serves as a member of the Board of Advisors of The Review of Securities & Commodities Regulation and as chair of the Task Force on Investment Company Use of Derivatives and Leverage of the Committee on Federal Regulation of Securities.

An active speaker and writer on issues concerning investment management and the regulation of financial institutions, Mr. Baris has been published in a variety of trade and general interest publications, including Insights: The Corporate & Securities Law Advisor, The New York Times, The Wall Street Journal, The Washington Post, The Review of Securities & Commodities Regulation, Fund Action, The Review of Banking & Financial Services and USA Today Magazine.

Mr. Baris received his J.D. from Hofstra University and his B.A. from the State University of New York at Stony Brook. While at Stony Brook, Mr. Baris was a member of Phi Beta Kappa.

Education

State University of New York at Stony Brook (B.A., 1975)
Hofstra University School of Law (J.D., 1978)


Jennifer M. Daniels is Senior Vice President, General Counsel and Corporate Secretary of NCR Corporation.  She is responsible for all legal matters at the company.

Prior to NCR, Ms. Daniels served as Vice President, General Counsel and Secretary of Barnes & Noble, Inc.  Prior to that, she served for over sixteen years with IBM, where her last role was Vice President, Assistant General Counsel and Chief Trust and Compliance Officer.

Ms. Daniels holds a J.D., cum laude, from Harvard Law School and a B.A., summa cum laude, from the University of Pennsylvania.


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 acted as special counsel for boards of directors and board committees on governance issues and in assessing shareholder litigation, responding to business combination proposals and conducting internal investigations.  He has represented corporations, broker-dealer firms and individuals in Securities and Exchange Commission and other federal agency investigations and regulatory matters.

Mr. Olson has chaired the American Bar Association (ABA) Business Law Section Corporate Governance and Federal Regulation of Securities Committees, and has served for many years on the Corporate Laws Committee. He has also served, by appointment of the ABA President, on the Presidential Task Force on Corporate Responsibility and the ABA’s Standing Committee on Government Affairs. He is a member of the Executive Council of the Securities Section of the Federal Bar Association and is Chair of the Board of Trustees of the American College of Governance Counsel.

Mr. Olson is frequently recognized as one of the nation's foremost authorities on securities, corporate governance and mergers and acquisitions law. He is ranked as one of the top securities regulation attorneys in the country by Chambers USA, has been named by the International Financial Law Review as a Leading Lawyer in U.S. Mergers & Acquisitions and by Who’s Who Legal as one of the leading corporate governance practitioners in the world. Mr. Olson was named the Washington, DC Corporate Law Lawyer of the Year for 2013 and the Washington, DC Corporate Governance Law Lawyer of the Year for 2012 by The Best Lawyers in America®.  Additionally, Best Lawyers has listed Mr. Olson for his corporate, securities, and governance work in every edition published since its inception more than 30 years ago. Annually, Mr. Olson has been selected by the National Association of Corporate Directors and Directorship magazine to its NACD Directorship 100: The Most Influential People in the Boardroom and Corporate Governance Community, in the U.S. and in 2013 was elected to the NACD Directorship Corporate Governance Hall of Fame.

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.


Jonathan Youngwood is Co-Chair of the Firm’s Litigation Department and a member of the Executive Committee. He is also Co-Administrative Partner of the Firm. For more than 20 years, Jon has represented financial institutions, corporations, executives and boards of directors in a wide  range of high-profile litigations, arbitrations and regulatory investigations. His practice focuses on  matters involving securities, antitrust and ERISA law as well as M&A litigation.

Chambers and Partners consistently recognizes Jon as a leading securities litigator, describing him as a “very well-respected lawyer with a tremendous reputation, and is very good in the courtroom”; “the best lawyer on his feet - he is incredibly comfortable before judges and panels”; a “smart, focused and creative lawyer who brings the required intensity to the job.” Chambers also recognizes him as “a detail-oriented litigator with the ability to get to the nub of an issue” who “has extensive securities knowledge” and “flair for written work and oral advocacy.” He is recognized as a “Leading Lawyer” by The Legal 500, where market commentators describe him as “very talented”; who has a “client-oriented approach”; “technically superb, bright and articulate”; an “outstanding securities litigator”; and “smart, hardworking and extremely professional.” He is also recognized by Euromoney’s 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.


Keir Gumbs is 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. 

REPRESENTATIVE MATTERS

At Covington, Keir’s practice is equally distributed into the following three categories:

  • Advising companies, investors and regulated entities with respect to ongoing securities regulatory compliance - including preparing SEC filings, as well as Dodd-Frank and Sarbanes-Oxley developments. 
  • Advising boards and investors with respect to corporate governance developments - regarding matters such as board and committee independence, cybersecurity, internal controls, shareholder proposals, proxy access, enhancing political spending disclosures and similar matters.
  • Advising companies and investors on a variety of transactional matters, including securities offerings, crowdfunding, IPOs, mergers, tender offers, share repurchase programs and similar matters.

REPRESENTATIVE CLIENTS

  • Corporate clients include large public companies as well as small newly public or private companies representing a range of industries, including consumer goods, pharmaceuticals, oil and gas and FinTech. 
  • Investor clients include institutional investors such as the Council of Institutional Investors and CalPERS, as well as private investors and hedge funds.
  • Pro bono clients include faith-based organizations, such as the Interfaith Center for Corporate Responsibility, microfinance organizations, such as Kiva, as well as organizations focused on sustainability and the environment, such as the Center for Responsible Travel.

HONORS AND RANKINGS

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

EDUCATION

  • University of Pennsylvania Law School, JD
  • Ohio State University, B.A. 
    - Big Ten Championship Track Team 
    - Ohio State University Track Team, Co-Captain
     -Scholar Athlete Award 
    - President’s Leadership Citation Beenie Drake Scholarship

MEMBERSHIPS AND AFFILIATIONS

  • Board Member, Society of Corporate Secretaries and Governance Professionals
  • American Bar Association
  • National Bar Association


LOUISE M. PARENT
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
AMERICAN EXPRESS COMPANY

Louise M. Parent is executive vice president and general counsel of American Express Company, a position she assumed in May 1993.  Ms. Parent is a member of the company’s Operating Committee, Global Management Team and Enterprise Risk Management Committees.   She is a director of American Express Travel Related Service Company, Inc, the company’s principal operating subsidiary, and American Express Centurion Bank, a U.S. banking subsidiary with assets exceeding $30 billion.

Ms. Parent joined American Express in 1977. In 1989, she was named General Counsel of First Data Corporation, the former information services subsidiary of American Express. She became Deputy General Counsel of American Express in 1992.

She began her career in 1975 at the New York law firm of Donovan Leisure Newton & Irvine.  She is a graduate of Smith College and received her JD from Georgetown University Law Center.

Ms. Parent serves as a trustee and head of the Nominating Committee of the Cold Spring Harbor Laboratory, an internationally recognized scientific research laboratory, and is a director of the Calvary Fund of Calvary Hospital in New York and Zoetis, a publicly traded company spun-off by Pfizer in 2013.  She is also on the advisory board of the Studio in a School.  Previously, she has been a trustee of Smith College where she was also Vice Chair of the Board and Chair of the Presidential Search Committee.  She also served on the Board of the YWCA of New York, A Better Chance, and the Cooke Center for Learning and Development.  In addition, Ms. Parent is a member of the Council on Foreign Relations and the Economic Club of New York.

She and her husband John Casaly reside in New York City.


Martin Dunn is a Corporate Finance partner 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 2013.

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 and is a recommended lawyer by Legal 500 USA for Capital Markets in Debt Offerings, Equity Offerings and High-Yield Offerings. 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 Practicing Law Institute. Mr. Dunn is 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 (Mimi) Reisert

Mimi is the General Counsel of Institutional Litigation at Citigroup Global Markets Inc.  Mimi has been with the firm for 28 years and has spent the last seven years concentrating on credit crisis related litigation and regulatory matters.  Recent experience includes representing the Firm with outside counsel in connection with individual and class litigations arising out of structured products and mortgage related issues, including disclosure and representation and warranty issues.  The group that Mimi manages is responsible for the defense of litigations arising out of, among other areas, sales and trading and the investment bank.  Mimi is a graduate of Pace University Law School, where she was the Articles Editor of the Law Review.


Max W. Berger
Partner
Bernstein Litowitz Berger & Grossmann LLP

Mr. Berger, the firm’s senior founding partner, supervises BLB&G’s litigation practice and prosecutes class and individual actions on behalf of the firm’s clients.

He has litigated many of the firm's most high-profile and significant cases, and has negotiated six of the largest securities fraud settlements in history, each in excess of a billion dollars:  Cendant ($3.3 billion); Citigroup–WorldCom ($2.575 billion); Bank of America/Merrill Lynch ($2.4 billion); JPMorgan Chase–WorldCom ($2 billion); Nortel ($1.3 billion); and McKesson ($1.04 billion).

Mr. Berger’s work has garnered him extensive media attention, and he has been the subject of feature articles in a variety of major media publications.  The New York Times highlighted his remarkable track record in an October 2012 profile entitled "Investors’ Billion-Dollar Fraud Fighter," which also discussed his role in the Bank of America/Merrill Lynch Merger litigation.   In 2011, Mr. Berger was profiled twice as "Litigator of the Week" by The American Lawyer for his role in obtaining a $627 million recovery on behalf of investors in the In re Wachovia Corp. Securities Litigation, and for his role in negotiating a $516 million recovery in In re Lehman Brothers Equity/Debt Securities Litigation. Mr. Berger has also been the subject of numerous feature articles by other major media outlets – including BusinessWeek and The National Law Journal, among others– for his professional accomplishments.

Mr. Berger is widely recognized for his professional excellence and achievements.  Most recently, he was named one of the “100 Most Influential Lawyers in America” by the National Law Journal for being “front and center” in holding Wall Street banks accountable and obtaining over $5 billion in cases arising from the subprime meltdown; as well as for his work as a “master negotiator” in obtaining numerous multi-billion dollar recoveries for investors. For the past seven consecutive years, Mr. Berger has received the top attorney ranking in plaintiff securities litigation by Chambers USA. Benchmark Litigation (from the publishers of Institutional Investor and Euromoney) has consistently singled out Mr. Berger as one of New York’s “local litigation stars.”   Additionally, since their various inceptions, he has been named a “litigation star” by the Legal 500 USA Guide, and is regularly named as one of the “500 Leading Lawyers in America” and “100 Securities Litigators You Need to Know” by Lawdragon magazine.  Mr. Berger was also named a leading lawyer in the field by The Best Lawyers in America guide, and one of “10 Legal Superstars” by Securities Law360.

Mr. Berger also serves the academic community in numerous capacities as a member of the Dean's Council to Columbia Law School, and as a member of the Board of Trustees of Baruch College.  He has taught Profession of Law, an ethics course at Columbia Law School, and currently serves on the Advisory Board of Columbia Law School's Center on Corporate Governance. In May 2006, he was presented with the Distinguished Alumnus Award for his contributions to Baruch College, and in February 2011, Mr. Berger received Columbia Law School's most prestigious and highest honor, "The Medal for Excellence." This award is presented annually to Columbia Law School alumni who exemplify the qualities of character, intellect, and social and professional responsibility that the Law School seeks to instill in its students.


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


Mike Johnson is the Director & Associate General Counsel, Corporate/Securities/M&A at Facebook, where he has served since 2010. Previously, he served as Senior Director of Corporate Legal Affairs and Associate General Counsel at Juniper Networks. Mike began his legal career at Cooley Godward LLP in Palo Alto focusing on representation of emerging companies and venture capital funds. He holds a J.D. from the University of California, Hastings College of the Law and a B.A. in Political Science from UCLA.


Mr. Paul N. Roth
Founding Partner
Schulte Roth & Zabel LLP

Paul N. Roth is a founding partner of the firm and chair of the Investment Management Group. Throughout his career, Paul has acted as counsel to leading public and private companies in financial services and to their boards of directors. His extensive private investment funds practice, an area in which he has more than 45 years of experience, includes the representation of hedge funds, private equity funds, offshore funds, investment advisers and broker-dealers in connection with fund formations and compliance, securities regulation, mergers and acquisitions (domestic and cross-border) and other financial transactions. Considered the “dean of the hedge fund bar,” Paul serves as a special adviser to the Board of Directors of the Managed Funds Association (MFA) and as an adviser to the Alternative Investment Management Association (AIMA) and is a former member of the Legal Advisory Board to the National Association of Securities Dealers (NASD). He chairs the Subcommittee on Hedge Funds of the American Bar Association’s Committee on Federal Securities Regulation and is a former chair of the New York City Bar Association’s Committee on Securities Regulation.

Paul has been recognized as a leading funds lawyer by The Best Lawyers in America. The publication recently named him New York City Private Funds/Hedge Funds Law Lawyer of the Year. He also continues to be recognized by Chambers Global, Chambers USA, The Legal 500 United States, IFLR Best of the Best USA Investment Funds), IFLR Guide to the World’s Leading Investment Funds Lawyers, IFLR Guide to the World’s Leading Private Equity Lawyers, IFLR Guide to the World’s Leading Capital Markets Lawyers,The International Who’s Who of Private Funds Lawyers, Lawdragon 500 Leading Lawyers in America, PLC Cross-border Investment Funds Handbook, Who’s Who in American Law, and Who’s Who in America. He received a Lifetime Achievement Award from Hedge Funds Care in recognition of his prominence in the hedge funds industry and his extraordinary commitment to philanthropy. He was named to HFMWeek’s 2010 list of the 50 most influential people in hedge funds. Paul is a lecturer at the University of Pennsylvania’s Wharton School, where he currently teaches “Responsibility in Professional Services.” He is also an Adjunct Professor of Finance at NYU Stern School of Business, where he taught “Managing Financial Businesses” during Fall 2011 and Fall 2012, and an Adjunct Professor of Law at NYU School of Law, where he is teaching “Law and Business of Financial Institutions.” Paul graduated magna cum laude from Harvard College, cum laude from Harvard Law School and was awarded a Fulbright Fellowship to study law in The Netherlands. He served on the Advisory Board of Harvard Law School’s Center on Lawyers and the Professional Services Industry and formerly served as president and a trustee of the Harvard Law School Alumni Association of New York City. In addition, he is a member of the Boards of Directors of the NAACP Legal Defense and Educational Fund and the Advisory Board of the RAND Center for Corporate Ethics and Governance, and he is a fellow of the New York Bar Foundation and the Phi Beta Kappa Society.


Norm Champ is the Director of the Division of Investment Management of the U.S. Securities and Exchange Commission.

Since his arrival to the Division in 2012, Mr. Champ has introduced “IM Moving Ahead,” a comprehensive self-assessment and revitalization of the Division to transform it into a continuous improvement organization. As part of this effort, IM established the new Risk and Examinations Office to analyze data and developments in the asset management industry.  This initiative includes an enhanced dialogue with industry participants and a review of new products and practices in important asset management firms.  This effort has led to an extensive reorganization to eliminate silos and streamline processes, a new website, and numerous new resources for the Division.  Under his leadership, the Division has recommended, and has had the Commission successfully approve, several significant rules relating to identity theft protection, proprietary trading, principal trading, proposed money market fund reform, credit rating reference removal and other issues.

Prior to joining the Division of Investment Management, Mr. Champ was the Deputy Director of the Office of Compliance Inspections and Examinations of the SEC and the Associate Regional Director for Examinations in the New York Regional Office of the Commission. While Deputy Director of OCIE, Mr. Champ served in various capacities including supervising the national broker-dealer, investment adviser/investment company, credit rating agency examination programs and Chief Counsel office.  Mr. Champ has participated in the Commission’s international technical assistance program in Saudi Arabia and Abu Dhabi. Mr. Champ has received SEC Chairman’s awards for Dodd-Frank Implementation (2011), Labor-Management Relations (2011), and Quantitative Analytics (2013).

Mr. Champ is a Lecturer on Law at Harvard Law School where he teaches Private Fund Investment Management Law. He has been a panelist on securities law topics at many forums including the Commission, the Practicing Law Institute, SIFMA, MFA, the Saudi Central Bank, the New York City Bar Association, Princeton University, the International Bar Association and other organizations.

Before joining the staff of the Commission in 2010, Mr. Champ was Executive Vice President and General Counsel of Chilton Investment Company, an investment adviser to long/short equity hedge funds and managed accounts. From 2006 to 2009, Mr. Champ was a member of the Board of Directors of the Managed Funds Association, an alternative investment industry trade group, and was Chair of its Investor Protection Task Force.  Prior to joining Chilton in 1999, Mr. Champ was with the law firm of Davis Polk & Wardwell.  From 1990 to 1992, Mr. Champ clerked for the Honorable Charles S. Haight, Jr., of the U.S. District Court for the Southern District of New York.

Mr. Champ has an A.B. in History from Princeton University and a J.D. from Harvard Law School. He was a Fulbright Scholar at King’s College in London where he received his M.A. in War Studies.


Preet Bharara
United States Attorney, Southern District of New York

On May 15, 2009, President Barack Obama nominated Preet Bharara to become the U.S. Attorney for the Southern District of New York. Mr. Bharara’s nomination was unanimously confirmed by the U.S. Senate on August 7, 2009, and he was sworn in on August 13, 2009.

As U.S. Attorney, Mr. Bharara oversees the investigation and litigation of all criminal and civil cases brought on behalf of the United States in the Southern District of New York, which encompasses New York, Bronx, Westchester, Dutchess, Orange, Putnam, Rockland, and Sullivan counties. He supervises an office of more than 210 Assistant U.S. Attorneys, who handle a high volume of cases that involve domestic and international terrorism, narcotics and arms trafficking, financial and healthcare fraud, public corruption, gang violence, organized crime, and civil rights violations.

As U.S. Attorney, Mr. Bharara has applied renewed focus on the prosecution of large-scale, sophisticated financial frauds by creating two units—the Complex Frauds Unit and the Civil Frauds Unit. The Civil Frauds Unit has brought a number of significant civil actions alleging financial and healthcare fraud, collected hundreds of millions of dollars in settlements (including from Deutsche Bank and CitiMortgage for fraud relating to faulty lending practices), and required institutions to make admissions as part of the settlements. The Complex Frauds Unit has charged some of the most important and cutting edge tax fraud, bank fraud, and cybercrime cases in the world, including against Swiss bank Wegelin & Co., core members of the hacking groups LulzSec and Anonymous, and digital currency provider Liberty Reserve.

Under Mr. Bharara’s supervision, the office has remained at the forefront of prosecuting corruption in New York City and State government. Notable public corruption defendants include New York State Senators Malcolm Smith, Carl Kruger, Vincent Leibell, and Hiram Monserrate; New York State Assemblymen Eric Stevenson and Nelson Castro; and New York City Councilmen Larry Seabrook and Daniel Halloran. The office also has prosecuted more than 500 members and associates of various gangs operating in the Bronx, Newburgh, Yonkers, and other areas, in an effort to make communities in the Southern District safer for its residents.

Since Mr. Bharara’s appointment as U.S. Attorney, the office has successfully extradited and prosecuted one of the most notorious arms traffickers in the world, Viktor Bout; obtained a life sentence for the Times Square bomber; and convicted one of the Al Qaeda members responsible for plotting the 1998 bombings of two American embassies in East Africa. In addition, the office has convicted scores of insider trading defendants, including Galleon Group hedge fund founder Raj Rajaratnam and McKinsey managing director and Goldman Sachs board member Rajat Gupta. Together with the Madoff trustee, the office has also achieved the largest forfeiture in U.S. history—$7.2 billion from the estate of Jeffrey Picower.

In June 2012, The New York Times published an op-ed written by Mr. Bharara entitled, “Asleep at the Laptop,” about the growing cyber threat to private industry. Mr. Bharara was featured on the cover of TIME magazine and appeared on its 2012 list of the “100 Most Influential People in the World.” He was also included in Vanity Fair’s “New Establishment” and Bloomberg Markets Magazine’s “50 Most Influential” lists in 2012 and 2013. In 2013, Mr. Bharara delivered the keynote address at the commencement ceremonies of Columbia University Law School and Fordham University Law School, which awarded him an honorary degree.

Prior to becoming the U.S. Attorney, Mr. Bharara served as Chief Counsel and Staff Director of the U.S. Senate Judiciary Committee’s Subcommittee on Administrative Oversight and the Courts. During his tenure, he helped to lead the Senate Judiciary Committee investigation of the firing of United States Attorneys.

From 2000 to 2005, Mr. Bharara served as an Assistant U.S. Attorney in the Southern District of New York, where he prosecuted a wide range of cases involving organized crime, racketeering, securities fraud, money laundering, narcotics trafficking, and other crimes.

Mr. Bharara was a litigation associate in New York at Swidler Berlin Shereff Friedman from 1996 to 2000 and Gibson, Dunn & Crutcher from 1993 to 1996. He graduated magna cum laude from Harvard College with an A.B. in Government in 1990, and from Columbia Law School with a J.D. in 1993, where he was a member of the Columbia Law Review.


ROBIN A. FERRACONE
Executive Chair, Farient Advisors LLC

Ms. Ferracone is founder and Chief Executive Officer of Farient Advisors.  Farient Advisors helps clients make performance-enhancing and defensible decisions that are in the best interests of their shareholders.  Ms. Ferracone provides executive advisory services to public and private companies, including private equity firms.

From March 2005 to March 2007, Ms. Ferracone was President of the Human Capital business of Mercer, a business which includes talent and compensation consulting, software, and data services globally.  Prior to that, Ms. Ferracone was Chairman of the U.S. West Region for Mercer’s parent company, Marsh & McLennan Companies, market leader and Worldwide Partner at Mercer, and President and Chairman of SCA Consulting, a firm she co-founded in 1985 and sold to Mercer in 2001.

With over 30 years of consulting experience, Ms. Ferracone has advised clients in the areas of business and talent strategies, executive compensation, organization, value management, and performance measurement. She is the author of the book entitled, “Fair Pay Fair Play: Aligning Executive Performance and Pay”(2010 Jossey-Bass).  In addition, Ms. Ferracone has authored numerous articles and has been quoted often in national publications.  She currently writes a weekly blog for Forbes.com and is a frequent contributor to Directorship Magazine. She has been a frequent presenter for prominent organizations, such as the Council of Institutional Investors and The Conference Board, and testified before a Congressional sub-committee in Washington, D.C. regarding the salary of the President of the United States. In 2003, Ms. Ferracone received the World at Work Distinguished Service Award.  She is a Certified Executive Compensation Professional (CECP), designated by WorldatWork.

Ms. Ferracone is currently a Trustee of the Duke University Board, a Trustee of the American Realty Capital Real Estate Fund, a member of the PayScale Board, Women Corporate Directors, NACD, The Committee of 200, and the World Presidents’ Organization.  In 2011 and 2012, Ms. Ferracone was named to the NACD Directorship 100, the prestigious list of the most influential people in corporate governance and the boardroom.  Ms. Ferracone chairs a number of HR/Compensation Committees, and led a special Task Force on Governance for one of her boards.

Ms. Ferracone received an M.B.A. from the Harvard Business School, where she was a Baker Scholar and a B.A. summa cum laude in Management Science and Economics from Duke University, where she was elected to Phi Beta Kappa.


Scott Tucker
Morgan Stanley

Scott Tucker is a Managing Director and Global Head of Litigation at Morgan Stanley. In that capacity, he is responsible for managing the department handling all of Morgan Stanley’s civil litigation and regulatory investigations, except for employment matters.

Scott Tucker joined Morgan Stanley in 2005. Prior to that, he was Counsel in the Litigation Department at Davis Polk & Wardwell. He received his B.A. magna cum laude from Duke University in 1991 and his J.D. with distinction from Stanford Law School in 1994.


Andrew (Buddy) is Chief of Staff at the U.S. Securities and Exchange Commission.

Prior to returning to the SEC, he was deputy general counsel of Goldman Sachs Asset Management (GSAM) and general counsel of GSAM’s Investment Companies area in the Legal Department. He joined Goldman Sachs as a managing director in November 2012.

Buddy has been associated with the investment management industry for more than 35 years and also has experience in broker-dealer, commodities, and general securities law matters. Prior to joining the firm, Buddy was a partner in Morgan Lewis’s Investment Management Practice Group. From 2006 to 2010, he was the director of the Division of Investment Management at the US Securities and Exchange Commission (SEC), where he was responsible for developing regulatory policy and administering the federal securities laws applicable to mutual funds, ETFs, closed- end funds, variable insurance products, UITs, and investment advisers. Before joining the SEC, Buddy served as global general counsel for Merrill Lynch Investment Managers and as executive vice president, general counsel, director, and member of the Executive Committee of OppenheimerFunds, Inc.

Buddy earned a BA, cum laude, with high honors in Economics, from Hofstra University in 1972 and a JD from New York University School of Law in 1975. He is admitted to practice in New York and New Jersey and has held various securities and commodities licenses.


Andrew J. Levander
Dechert LLP
New York

Andrew J. Levander is Chair of the firm's Policy Committee and a partner in the white collar and securities litigation group. A former Assistant U.S. Attorney for the Southern District of New York in the Securities and Commodities Fraud Unit, Mr. Levander is consistently recognized for excellence in the practice of law. Since 2004, he has been cited as a leading lawyer by Chambers USA, a referral guide to leading lawyers in the U.S. based on the opinions of their peers and clients. Mr. Levander represents parties in securities fraud and commercial litigation and criminal and regulatory investigations. In the maelstrom of investigations and litigation arising out of the world financial crisis, he has been retained to represent such high­ profile clients as Robert Diamond, former CEO of Barclays, Lehman Brothers' outside directors and John Thain, former CEO of Merrill Lynch. Mr. Levander has been integrally involved in the management of headline crises for such diverse clients as Takata Corporation (airbag recalls), Jon S. Corzine (MF Global collapse), Hewlett-Packard's special counsel committee (Hurd termination litigation), SAIC's board (CityTime contract scandal), and Monster Worldwide (options backdating investigation and litigation). In addition, he has taken a leading role in Dechert' s representation of a number of intermediary funds and investment managers in the Bernard Madoff scandal, including his representation of Ezra Merkin. Mr. Levander has  regularly defended many public companies or their officers, directors and affiliates, including Biovail Corp., CHC Group Ltd., NCR Corporation, NFP Corp., Datascope Corporation, General Motors, GlaxoSmithKline,  Hewlett-Packard, Hertz, Microsoft, Monster Worldwide, Motorola,
OSI Pharmaceuticals, SAIC, Universal American Corp., and Walmart. He has also advised many of the leading financial institutions or their affiliates such as AIG, Bank of NY, Citigroup, Credit Suisse, GLG Man Group, Goldman Sachs, JP Morgan, Merrill Lynch, Morgan Stanley, the NYSE, RCS Capital Management LLC, and UBS. Mr. Levander has tried more than 50 cases,including several complex arbitrations. Drawing on his experience as a law clerk to the Honorable Wilfred Feinberg in the U.S. Court of Appeals for the Second Circuit, and as an Assistant to the Solicitor General, he also has an extensive appellate practice in both federal and state courts. He has litigated in courts across the country and has arbitrated before the American Arbitration Association, the New York Stock Exchange, the National Association of Securities Dealers, UNCITRAL and private arbitrators. Mr. Levander also has extensive international litigation experience and has handled numerous investigations arising under the FCPA and similar statutes. In 2012, he led the defense of Deutsche Bank in a billion dollar False Claims  Act case brought by the U.S. Attorney's Office of the Southern District of New York and, in 2006, he negotiated a global settlement for BAWAG, Austria's fourth largest bank, with Refco's debtors, creditors, shareholders, bondholders and investors, as well as with the SEC and the DOJ. Mr. Levander has also been involved in successful mediations and arbitrations. Two notable arbitrations include a multi-million dollar settlement in a private arbitration between two well­ known investment banks involving a complex $100 million dispute arising out of the sale of a business, and a complete vindication of SkyLink Aviation, Inc., a Canadian company that provides helicopter and other aviation services around the world, in an international arbitration against the United Nations. Mr. Levander has written extensively on legal issues and co-authored Prevention and Prosecution of High Technology Crime, published by Matthew Bender, and Settlement Agreements  in Commercial Disputes, published by Aspen Law & Business. For many years, he served as an adjunct professor of trial practice at New York University, and he has lectured at Columbia University Law School, Georgetown University Law Center, Yale Law School, The Federal Reserve Bank of New York, the ABA White Collar Crime Institute, SIFMA, the Practising Law Institute, and various bar associations and government agencies.

 


Ann Yerger has served as executive director of the Council of Institutional Investors since 2005.  She joined the organization in 1996 as director of the Council’s research service.  Founded in 1985, the Council is a nonprofit association of public, union and corporate pension funds with combined assets that exceed $3 trillion. The organization’s objective is to educate its members, policymakers and the public about good corporate governance, shareowner rights and related investment issues, and to advocate on its members' behalf. Before joining the Council, Yerger was deputy director of the Investor Responsibility Research Center’s corporate governance service. Prior to that, she spent five years in the domestic corporate banking division of Wachovia Bank.

Yerger is a member of the Investor Advisory Group of the Public Company Accounting Oversight Board, the Investor Advisory Committee of the Securities and Exchange Commission and Weinberg Center for Corporate Governance Advisory Board.  She also served on the Nasdaq Listing and Hearing Review Council.


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 practice. He is the former Chief Counsel of the Division of Corporation Finance at the U.S. Securities and Exchange Commission.

Mr. Lynn is a highly respected securities advisory counsel who provides guidance to clients ranging from Fortune 500 to newly-public companies on securities law compliance, as well as counseling on corporate governance, executive compensation, and disclosure best practices. Mr. Lynn also advises companies and underwriters in a wide variety of corporate finance transactions. 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.” Mr. Lynn is a recognized expert on the Jumpstart Our Business Startups (JOBS) Act of 2012.

While serving as Chief Counsel of the Securities and Exchange Commission’s Division of Corporation Finance, Mr. Lynn led the rulemaking team that drafted sweeping 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 record amount of 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, CompensationStandards.com, and The Corporate Counsel. He currently serves as Chair of the ABA Business Law Section's Federal Regulation of Securities Committee,  Co-Chair of the Practising Law institute’s Annual Securities Regulation Institute in New York, and President of the SEC Historical Society.

Mr. Lynn was named in 2013 to the list of “Attorneys Who Matter” for Securities by Ethisphere Institute.  Mr. Lynn is also named as a leading lawyer by Chambers USA for Securities: Regulation, and is ranked as a leading lawyer by Legal 500 USA in the category of Capital Markets: Equity Offerings.

Mr. Lynn received his J.D., with honors, from The University of Maryland School of Law.  Mr. Lynn also received a Master of Science in Finance degree and Bachelor of Business Administration degree from Loyola College.


In December 2012 Paul A. Beswick was named Chief Accountant of the Securities and Exchange Commission.  Paul was previously named Acting Chief Accountant in July 2012.  In his role as Chief Accountant, Paul oversees the Office of the Chief Accountant’s efforts to establish and enforce accounting and auditing policy to enhance the transparency and relevancy of financial reports and for improving the professional performance of public company auditors.

Prior to being named Chief Accountant, Paul was the Deputy Chief Accountant (Accounting).  In this role, Paul was responsible for the accounting group’s efforts to work closely with domestic private-sector accounting bodies such as the Financial Accounting Standards Board (“FASB”).  Registrants, auditors, as well as the Divisions of Corporation Finance, Enforcement and Investment Management regularly consult with the Office of the Chief Accountant regarding the application of accounting standards and financial disclosure requirements. Additionally, Paul continues to serve as an observer to the FASB’s Emerging Issues Task Force.

Previously Paul served as Deputy Chief Accountant (Professional Practice) and the Senior Advisor to the Chief Accountant. Prior to joining the SEC, Paul was a partner at Ernst & Young where he specialized in advising publicly registered multi-national companies on SEC and U.S. GAAP reporting matters.  From July 2005 to June 2007, Paul was a Practice Fellow with the FASB in Norwalk, CT.  In his role, Paul advised members of the FASB and Emerging Issues Task Force on guidance related to current application and implementation issues.  Paul received a B.S. degree in accounting from Miami (Ohio) University.


Keith F. Higgins
Director, Division of Corporation Finance
U.S. Securities and Exchange Commission

Keith F. Higgins is the Director of the Division of Corporation Finance at the U.S. Securities and Exchange Commission.  Prior to joining the Division in June 2013, Mr. Higgins practiced law for 30 years at Ropes & Gray LLP in Boston, Massachusetts, where he advised public companies on securities offerings, mergers and acquisitions, compliance and corporate governance and regularly represented underwriters in IPOs and other public equity offerings.


Ms. Kirkpatrick is a partner in Davis Polk’s Corporate Department. As a senior member of the firm’s Capital Markets Group, her practice includes public equity, equity-linked, debt and other securities offerings by U.S. issuers. She has regularly worked for issuers and underwriters in connection with capital markets transactions, including initial public offerings, as well as convertible and exchangeable securities offerings.

Ms. Kirkpatrick has worked on offerings for issuers over a broad spectrum of industries, including financial institutions, health care, oil and gas, retail, media, utilities and special-purpose acquisition companies.

Work Highlights

Ms. Kirkpatrick has represented issuers such as Comcast in recent securities offerings and has advised issuers such as BATS Global Markets and Limited Brands on corporate governance and securities law matters. 

She has also represented major investment banks, including JPMorgan Chase, Citi, Goldman Sachs and Morgan Stanley as underwriters’ counsel in equity offerings and convertible and exchangeable offerings, and regularly advises investment banking clients on securities law-related matters.

Recognition

Ms. Kirkpatrick is consistently recognized for her work in the legal industry:

  • Euromoney LMG Americas Women in Business Law Awards – “Best in Capital Markets,” 2013
  • Chambers USA: America’s Leading Lawyers for Business

Of Note

  • Finance Partner, Davis Polk & Wardwell, responsible for overseeing the firm’s finances
  • Regularly participates as a speaker on various PLI panels

Memberships

  • Committee on Financial Reporting, New York City Bar

Publications

  • 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


Ms. Thomsen, who was the first woman to serve as the Director of the Division of Enforcement at the Securities and Exchange Commission, is a partner in Davis Polk’s Litigation Department and practices in the Washington DC office. Her practice concentrates in matters related to the enforcement of the federal securities laws.

She has represented clients in SEC enforcement investigations and inquiries, in enforcement matters before other agencies, including the Department of Justice (various U.S. Attorneys Offices) and the Commodities Futures Trading Commission, in investigations and inquiries from self-regulatory agencies, including FINRA, and in internal investigations.

These matters, which are typically nonpublic, have covered a broad range of securities-related subject matters, including insider trading, foreign corrupt practices, financial reporting, manipulation and regulatory compliance. Her clients have included major financial institutions, regulated entities, public companies and senior executives.

Ms. Thomsen returned to Davis Polk in 2009 after 14 years of public service at the SEC. While there she held a variety of positions and ultimately served as the Director of Enforcement from 2005 through February 2009. During her tenure as the Director of Enforcement, she led the Enron investigation, the auction rate securities settlements, the stock options backdating cases and the expansion of the enforcement of the Foreign Corrupt Practices Act.

WORK HIGHLIGHTS

Ms. Thomsen has been at the forefront of high-profile matters relating to:

  • High-frequency trading
  • Mortgage-backed securities
  • The "princelings" investigations
  • Analyst surveys and alpha-capture programs
  • Trading-surveillance policies and procedures
  • Market disruptions
  • FCPA violations
  • The sovereign wealth fund business

Her recent public representations include:

  • Liquidnet, a dark pool, in connection with an SEC investigation into the use of confidential customer data, in a matter resolved with a non-fraud settlement
  • MF Global's independent directors in connection with all litigation and investigations surrounding MF Global's well-publicized failure and bankruptcy
  • A major financial institution in connection with inquiries by the SEC related to a $3.7 billion capital-reporting error
  • The board of directors of Direct Edge in connection with an SEC multidisciplinary inquiry relating to potential violations concerning technology, information security, securities compliance and governance
  • McGraw Hill Financial, Inc. and Standard & Poor's Financial Services LLC in connection with lawsuits brought by the SEC, DOJ and Attorneys General of numerous states concerning the ratings of residential mortgage-backed securities
  • Two stock exchanges, EDGA and EDGX, formerly owned by Direct Edge Holdings and since acquired by BATS Global Markets in connection with an investigation by the SEC related to high-frequency trading

Many of Ms. Thomsen's most successful matters have not resulted in public charges and therefore remain confidential.

RECOGNITION

Ms. Thomsen is consistently recognized for her work by several leading industry publications, including:

  • Chambers USA
  • Benchmark Litigation
  • The Legal 500 U.S.
  • Best Lawyers in America
  • Securities Docket's – “Enforcement 40,” 2013
  • The Burton Awards for Legal Achievement – “Distinguished Legal Writing Award,” 2012
  • Washington Business Journal’s – “Women Who Mean Business,” 2010
  • Ethisphere’s – “100 Most Influential People in Business Ethics,” 2009
  • Wall Street Journal’s – “The 50 Women to Watch,” 2005, 2006

PROFESSIONAL HISTORY 

  • Partner, Davis Polk, 2009-present
  • Securities and Exchange Commission: served for 14 years in the Enforcement Division as Director (2005-2009), Deputy Director (2002-2005), Associate Director (2000-2002), Assistant Director (1997-2000), Assistant Chief Litigation Counsel (1995-1997)
  • Counsel, Davis Polk, 1989-1995
  • Associate, Davis Polk, 1979-1983; 1985-1989

BAR ADMISSIONS

  • District of Columbia
  • State of New York
  • U.S. District Court, District of Columbia

EDUCATION

  • A.B., Smith College, 1976
    • with high honors
  • J.D., Harvard Law School, 1979


Richard H. Walker recently retired from Deutsche Bank 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.  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 fifteen 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 and Co-Chair of The American Friends of Bucerius Law School.


Abigail Arms, Partner, Shearman & Sterling LLP

Primary Areas of Practice:   Capital markets, securities  law and corporate  governance matters

Law School/Graduate School:  Pace University School of  Law, J.D.; New School for  Social Research, M.A.

Work History:  Division of Corporation Finance, U.S. Securities and Exchange Commission, 1984-97 in several capacities including Senior Associate Director; Associate Director - Legal, the principal legal officer of the Division; and Chief Counsel.

Professional Memberships:  District of Columbia Bar; Connecticut Bar; American Bar Association


Chris Walther

Chief Legal Officer of Activision Blizzard. Mr. Walther has served as our Chief Legal Officer since November 2009 and served as our Secretary from February 2010 until February 2011. Prior to joining us, Mr. Walther held a number of positions of increasing responsibility within the legal department of The Procter & Gamble Company from 1992 to 2009, including serving as the general counsel for Central and Eastern Europe, Middle East and Africa, general counsel for Northeast Asia and, most recently, as general counsel for Western Europe. Mr. Walther also led Procter & Gamble’s corporate and securities and mergers and acquisitions practices. Before joining Procter & Gamble, Mr. Walther served as a law clerk for Senior Judge Harry W. Wellford of the United States Sixth Circuit Court of Appeals. Mr. Walther holds a B.A. degree in History and Spanish from Centre College and a J.D. from the University of Kentucky College of Law.


David Harms advises clients on securities and corporate law matters, including capital markets transactions, SEC requirements, corporate governance and broker-dealer regulation.  He is a partner in the New York office of Sullivan & Cromwell, LLP.


Herb Janick
Sidley Austin LLP

Herb Janick conducts a general securities regulatory and enforcement defense practice that draws on his experience as general counsel of UBS Financial Services (formerly PaineWebber, Inc.) and a senior member of the SEC’s Enforcement Division. As general counsel, Herb supervised the Legal & Compliance functions for all of PaineWebber’s retail investment banking and capital markets businesses as well as the handling of regulatory matters arising out of the asset management business. Prior to joining Sidley Austin LLP last month, Herb was a partner at Bingham McCutchen LLP for the past nine years. Herb’s practice includes conducting internal investigations and reviews, providing advice concerning compliance systems and controls, and representing broker-dealers, investment advisors, hedge funds, public companies and senior corporate officers in connection with investigations by the SEC, DOJ, other federal regulators, FINRA, the PCAOB, and various state regulators and attorneys general. Herb has been recognized by Chambers USA: America’s Leading Lawyers for Business in the areas of Securities Regulation and Enforcement for each of the last five years.


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”.


Joseph A. Stern
Legal and Internal Audit
New York

Joe is the primary legal counsel for Mergers and Acquisitions in the Investment Banking Division and serves as general counsel of the Fairness Committee. He joined Goldman Sachs in May, 2008 as a managing director and associate general counsel.

Prior to joining the firm, Joe was general counsel, executive vice president and a member of the Board of Directors of Dow Jones & Company until News Corporation's acquisition of Dow Jones in 2008. Previously, he was a corporate partner at the law firm of Fried, Frank, Harris, Shriver & Jacobson, and a member of that firm's governance committee.

Joe serves on the Board of Directors of the Brooklyn Academy of Music and the Yale Law School Fund. He is a member of the American Law Institute and the Bar Association of the City of New York, where he serves on the Mergers & Acquisitions Committee.

Joe earned a BA from Yale College and a JD from Yale Law School and attended Trinity College, Cambridge University.


Nicole M. Maddrey
Vice President, Deputy General Counsel and Assistant Secretary

Nicole Maddrey joined The Washington Post Company in August 2007. Previously, she served as attorney-advisor and later as special counsel at the US Securities and Exchange Commission, Office of Chief Counsel, Division of Corporation Finance. Before joining the staff of the SEC, she was an associate in the law firm of Miles & Stockbridge, PC, in Baltimore, MD. Maddrey received a BA in communications from the University of Pennsylvania and a JD with honors from the University of Maryland School of Law.


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 Vice Chairman of one firm and Managing Partner of the Washington, DC office of the other, where he 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).

Mr. Ferrara received his B.S. and B.A. degrees from Georgetown University, a J.D. from the University of Cincinnati College of Law and an LL.M., summa cum laude, from George Washington National Law Center.

Related Practices

Securities Litigation & Enforcement
Corporate Defense & Investigations
Corporate Governance
Commercial Litigation
International Arbitration
Insurance Recovery & Counseling
Financial Services
Antitrust
Mergers & Acquisitions

Education

George Washington University Law School, LL.M.
summa cum laude
University of Cincinnati, College of Law, J.D.
Georgetown University, B.S. and B.A.

Bar Admissions

New York
District of Columbia
Florida
Colorado


Richard Humes is Associate General Counsel for the Litigation and Administration Practice for the Securities and Exchange Commission.  Mr. Humes has served with the Commission since 1977.  He received the SEC Distinguished Service Award in 1991 and the Presidential Meritorious Executive Award in 1996.  After passage of the Sarbanes-Oxley Act, Mr. Humes spearheaded the SEC team that promulgated ethical standards for attorneys who practice before the Commission on behalf of a public company.  Before the 9th Circuit, Mr. Humes successfully argued for the SEC’s broad power under Sarbanes-Oxley to freeze “extraordinary payments” to company officers that are made when the Commission is investigating possible wrongdoing.  Mr. Humes earned his B.A. from Brown University in 1973 and graduated cum laude from Howard University School of Law in 1976.


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.


Steven A. Rosenblum has been a partner at Wachtell, Lipton, Rosen & Katz since 1989, and serves as co-chair of the firm’s Corporate Department. He focuses on mergers and acquisitions, buyouts, takeover defense, shareholder and hedge fund activism, proxy fights, joint ventures, corporate governance and securities law. Mr. Rosenblum has extensive experience representing major companies in each of these areas. He has been recognized by Chambers Global as one of the world's leading transactional lawyers.

Mr. Rosenblum received his J.D. from Yale Law School in 1982 and his B.A. from Harvard College magna cum laude and Phi Beta Kappa in 1978. Prior to joining the firm, he was a law clerk to the Honorable Joseph L. Tauro, United States District Court Judge for the District of Massachusetts.

Mr. Rosenblum is a member of the American Law Institute, the ABA Committee on Corporate Laws, and the Board of Advisors of the Yale Law School Center for the Study of Corporate Law. He has written and participated in panels on a number of topics, including mergers and acquisitions, shareholder and hedge fund activism, corporate disclosure, proxy reform and corporate governance.  He has served as co-chair of the Annual Federal Securities Institute in Miami since 2005. Mr. Rosenblum has been named by the BTI Consulting Group as a 2015 BTI Client Service All-Star for his level of dedication and commitment to exceptional client service.


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.


Ms. Garnett is an Associate Director for Disclosure Operations in the SEC’s Division of Corporation Finance.  As a member of the Division’s senior leadership, Ms. Garnett is responsible for oversight of the disclosure review program for public companies.  From 2000-2010, she served as an Assistant Director in the Division, supervising the filing review process for companies in the real estate and investment services industries.  Previously, she served as Special Counsel and Attorney-Advisor in the Division of Corporation Finance and in the Division of Investment Management.  Prior to joining the Commission, Ms. Garnett was in private practice, concentrating in general corporate and securities law matters.  In addition to her duties at the SEC, Ms. Garnett was an adjunct professor in the LL.M program for Securities and Financial Regulation at Georgetown University Law Center from 2005-2012.  Ms. Garnett is a graduate of Dartmouth College and the University of Texas School of Law.


Of Counsel in its Boston office, Stan Keller has extensive experience in corporate and securities law, and has worked on regulatory developments with officials at all levels in the SEC.  He chaired the American Bar Association’s Committee on Federal Regulation of Securities during the height of the Sarbanes-Oxley era, and in that capacity had responsibility for interacting on behalf of the private bar with the SEC, other governmental officials and the stock exchanges.  He was actively involved with the ABA’s Task Force dealing with the SEC’s attorney conduct rules, with the ABA Task Force on Corporate Responsibility and with the ABA Task Force on Attorney-Client Privilege.  He also was chair of the ABA Legal Opinions Committee and Audit Responses Committee, and he is a participant in the ABA’s Corporate Laws Committee.  He also is a member of the TriBar Opinion Committee and was the reporter for its Remedies Opinion Report and its Report on Preferred Stock Opinions.  Mr. Keller is co-chair of the Boston Bar Association’s Task Force on Revision of the Massachusetts Business Corporation Law, which drafted the current Massachusetts corporation statute, and chaired the BBA’s Business Law Section, Corporation Law Committee, and Legal Opinions Committee.  Mr. Keller lectures widely for continuing legal education organizations, and has written and edited many articles and treatises on corporate and securities law matters.