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Directors' Institute on Corporate Governance (Twelfth Annual)

 
Author(s): Jeffrey D. Karpf, Ira M. Millstein, Michael R. Young, Holly J. Gregory
Practice Area: Corporate & Securities
Published: Nov 2014
PLI Item #: 48117
CHB Spine #: B2138

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

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

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

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

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

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


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

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

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

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

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

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

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

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


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

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

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

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


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

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

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

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

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