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Directors' Institute on Corporate Governance 2014 (Twelfth Annual)


Speaker(s): Antonio Yanez, Jr., Catherine R. Kinney, Chad L. Norton, Dennis R. Beresford, Elizabeth Murphy, Francis H. Byrd, Frank M. Placenti, Gregory P. Taxin, Hon. Donald F. Parsons, Jr., Ira M. Millstein, James E. Parsons, Jeffrey D. Karpf, Joele Frank, John W. White, Joseph B. Ucuzoglu, Julie Bell Lindsay, Larry C. Boyd, Martha L. Carter, Michael R. Young, Michele J. Hooper, Rebecca C. Grapsas, Robert S Khuzami, Steven B. Harris, Thomas J. Kim, Wendy E. Lane
Recorded on: Nov. 24, 2014
PLI Program #: 48120

Recognized by Chambers USA 2015 as a leading individual for corporate/M&A matters.

Listed in The Best Lawyers in America® 2014, an honor based on an exhaustive peer-review process.

President of the American College of Governance Counsel.

Frank Placenti serves as the chair of Squire Patton Boggs’ corporate finance and governance practice, and is nationally recognized for his work in corporate governance and mergers and acquisitions. Frank has more than 30 years’ experience in mergers and acquisitions, corporate governance, securities law, antitakeover and shareholder relations issues. He has represented public companies, broker/dealers and private equity firms and their portfolio companies with mergers and acquisitions, capital formation, securities and corporate law, regulatory compliance, anti-takeover matters and shareholder engagement and activism. Frank has assisted clients, special committees and audit committees in managing internal investigations, as well as with US Securities and Exchange Commission and stock exchange investigatory matters.

Frank has been listed in Best Lawyers in America since 2006, Chambers USA since 2003 and is a multi-year member of the Lawdragon 500, an acknowledgment given to the top 500 lawyers in America. The 2013 International Global Law Experts Awards recognized him as the Corporate Governance Lawyer of the Year in Arizona. He is recommended in Arizona for corporate matters and mergers and acquisitions by PLC Which lawyer? Yearbook since 2009 and is listed in the PLC Cross-Border Mergers and Acquisitions Handbook. Each year since 2007, Frank has been selected by his peers to appear in Southwest Super Lawyers, a distinction awarded to the top 5 percent of lawyers in the region.

Frank serves as the Founding President and Trustee of the American College of Governance Counsel and as a Vice Chair of the Corporate Governance Committee of the American Bar Association.

Frank is a member of Greater Phoenix Leadership. He formerly served as the chair of the Board of Directors of the Boys and Girls Clubs of Metropolitan Phoenix, as chair of the Phoenix Chamber of Commerce and as Chair of the Phoenix Children’s Hospital Foundation and a member of that hospital’s Board of Directors. He also served as a member of the Boards of Directors of the Herberger Theater Company and the Arizona Science Center. He has also served as the Lead Director for a Nasdaq listed publicly-traded health care company and currently serves as Lead Director for a private company based in Charlotte, North Carolina that serves the restaurant and hospitality industries.

Practice Focus

  • Global Corporate Practice
  • Capital Markets
  • Compliance
  • Corporate Finance
  • Corporate Governance
  • Equity & Debt Capital Markets
  • Initial & Secondary Offerings
  • Mergers & Acquisitions
  • Securities
  • Tender Offers, Takeovers & Proxy Contests

Education

  • The Ohio State University, J.D., summa cum laude, 1979, B.A., 1974

Admissions

  • Arizona, 1979
  • U.S. Ct. of App., Ninth Circuit
  • U.S. Dist. Ct., Dist. of Arizona


Antonio Yanez, Jr. is a partner in the Litigation Department of Willkie Farr & Gallagher LLP. Mr. Yanez concentrates on securities and financial reporting matters, mergers and acquisitions litigation, and arbitration.

Mr. Yanez’s practice includes representation of issuers, accounting firms, private equity firms, and others in securities class actions, M&A cases, SEC proceedings, and other litigation and regulatory matters. He has extensive experience conducting internal and independent investigations of financial reporting, accounting, and related issues. He also has experience in deal-related and commercial arbitration.

Mr. Yanez has particular experience in matters with an international dimension having handled matters in North America, South America, Europe, and Asia. He speaks fluent Spanish.

Mr. Yanez is ranked among the leading individuals practicing in the area of Litigation: Securities in New York by Chambers USA (2010-2015).

EDUCATION

Brooklyn Law School
JD, 1996

Vassar College
BA, 1992


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. 


Chad Norton is a vice president of Capital Research and Management Company, a wholly-owned subsidiary of Capital Group.  He co-manages the firm’s proxy voting efforts for the American Funds group of mutual funds. He works extensively with investment analysts and portfolio managers on corporate governance, executive compensation, social and environmental issues. Chad also participates in the formation of Capital’s proxy voting policies, as well as the firm’s engagement efforts with portfolio companies.

Chad joined Capital in 1983 and previously held positions with American Funds Service Company, Capital’s in-house transfer agent, and served as the corporate secretary for three of the American Funds.

Chad received his MBA from Pepperdine University’s Graziadio School of Business and Management and a BA in political science from the University of Redlands. He is a member of The Society of Corporate Secretaries and Governance Professionals and the Council of Institutional Investors.


Dennis R. Beresford is Executive in Residence at the J. M. Tull School of Accounting, Terry College of Business, University of Georgia.  From July 1997 through June 2013 he was Ernst & Young Executive Professor of Accounting.  From January 1987 through June 1997 he was chairman of the Financial Accounting Standards Board.  Previously, he was National Director of Accounting Standards for Ernst & Young.  He is a graduate of the University of Southern California.

Denny is a member of the board of directors of the National Association of Corporate Directors and Golden Retriever Rescue of Atlanta as well as a member of the Financial Reporting Committee of the Institute of Management Accountants.  He previously served on the boards and chaired the audit committees of several large public companies including Fannie Mae, Kimberly-Clark Corporation, Legg Mason, Inc., and WorldCom (MCI), Inc.

In 1995, Denny was awarded an honorary Doctor of Humane Letters degree from DePaul University.  In 2004 he was elected to the Accounting Hall of Fame and received the AICPA Gold Medal for distinguished service.  In 2006 he was selected as one of the inaugural inductees of Financial Executives International’s Hall of Fame.  In 2012 the Journal of Accountancy named him as one of the “125 people of impact in accounting,” as among those who have had the most impact on the accounting profession since the AICPA was founded in 1887.  In 2013 he received the Institute of Management Accountants’ first Distinguished Member Award.


Donald F. Parsons, Jr. is a Vice Chancellor of Delaware’s Court of Chancery.  Vice Chancellor Parsons regularly handles complex commercial litigation, including cases dealing with important issues affecting corporate governance under the Delaware General Corporation Law and various alternative entity statutes.   Before joining the Court of Chancery, he was a senior partner at the law firm of Morris, Nichols, Arsht & Tunnell LLP in Wilmington, Delaware, where he worked for 24 years.  While in private practice, Vice Chancellor Parsons specialized in intellectual property litigation, participated in numerous jury and nonjury patent and trade secret trials, and was recognized as a leader in his field. 

In 2009 and 2010, Vice Chancellor Parsons served as president of the American College of Business Court Judges, which consists of judges from commercial, business, and technology courts in over 25 states from all over the United States.  He also served as a business court representative to the Business Law Section of the American Bar Association.  In August 2010, Vice Chancellor Parsons was appointed an Advisor to the governing Council of the Business Law Section, and in August 2013, he began a four-year term as a member of the Council.  Vice Chancellor Parsons also is a Past President of the Delaware State Bar Association and helped create Delaware’s award-winning Combined Campaign for Justice to help provide legal services to those in need.


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)


Francis Byrd is a member of the TIAA-CREF Corporate Governance Team where he is involved in the development, management and execution of environmental, social and governance (ESG) policies related to TIAA-CREF’s global active ownership activities. Those activities include advising TIAA-CREF’s management and trustees in the development and implementation of proxy voting policies relating to ESG issues; the review of domestic and international regulatory developments and best practices relating to corporate governance. As well as the interpretation of the TIAA-CREF Policy Statement on Corporate Governance in the voting of domestic and international proxies.

He has 20 years of experience in the corporate governance field with a thorough understanding of governance from the perspective of investors, corporate boards and CEOs.

Francis has been twice recognized as a thought-leader in the field of corporategovernance, by NACD Directorship which listed him among the 2014 Directorship 100. In 2010, Directorship listed him as one of thirty “People To Watch” – “a list of movers and shakers who merit serious attention as potential boardroom influentials.” (http://www.directorship.com/directorship-100-2010/14/) A persuasive and articulate communicator, Francis is considered an authoritative voice on governance-related issues having appeared on Fox Business, is frequently quoted by Agenda, Corporate Secretary Magazine, ISS Governance Weekly, NACD Directorship, Investor Relations Magazine, Reuters and The Wall Street Journal (CFO Journal); and, contributes articles to the Harvard Law School Forum on Corporate Governance and Financial Regulation, Practical Law Journal (magazine/website), Thomson Reuters' Accelus and Business Law Currents (magazine/website), the Directorship blog and in Directors and Boards magazine.

Francis, an expert consultant in the field of shareholder communications, lead the Governance Risk Advisory practices at Laurel Hill Advisory and The Altman Group, Francis provided strategic advice on corporate governance risk and shareholder engagement to boards of directors and senior executive management of corporate issuers.

While with the two proxy solicitation firms, Francis developed and served as chief commentator and editor for two bi-weekly electronic newsletters. The Altman Group's “Governance & Proxy Review” (G&PR) and Laurel Hill’s "BYRD*Watch" (BW). The newsletters had a global audience of corporate executives and professionals in the fields of governance, finance and law. Each focused on issues of interest to the corporate governance community and members of the bar whose practices include corporate governance and M&A.

Prior to serving as a consultant, Francis was Vice President/Corporate Governance Specialist at Moody’s Investors’ Service. During his tenure at Moody’s, Francis authored over 90 published corporate governance assessments and sector commentaries; and evaluated the governance attributes and practices of Fortune 1000 companies, with a focus on the relationship between governance, risk and credit. 

Francis was a member of the Pension Policy Unit of the NYC Comptroller’s Office, where he developed the governance focus list and managed shareowner engagement for the $100 billion New York City retirement systems and pension funds, global leaders in the field of institutional investor activism. 

Francis has established strong working relationships with leaders among institutional investors (mutual, public pension and labor funds) as well as proxy advisory firms, securities lawyers, jurists, corporate directors, academics and commentators in the corporate governance community.


Greg Taxin is the President of Clinton Group, Inc., a registered investment advisor based in New York. Mr. Taxin was previously a Managing Director at Clinton and, among other duties, heads the activist investment program at Clinton.

In 2014, Clinton’s activist investment program was recognized in fourth place in the “Activist Top 10” by Activist Insight, an independent research organization that noted Clinton “is known for its mastery of company by-laws and intense focus on growth strategies.” Mr. Taxin was called “consistently one of the best performing activists” by the same research organization earlier in 2013. Also in 2013, Barron’s highlighted Mr. Taxin as one of “five successful activist investors whose names aren’t Icahn or Ackman” and in 2014, IR Magazine called Mr. Taxin one of five leaders of the “new guard in shareholder activism”. Clinton’s activist campaign website for its proxy fight at ValueVision Media in 2014 was awarded “best activist website” by The Deal.

Prior to joining Clinton, Mr. Taxin was the Managing Member of Spotlight Advisors, LLC (and its predecessor, Spotlight Capital, LLC), an activist fund based in New York City.

Prior to the founding of Spotlight, Mr. Taxin was the co-founder and Chief Executive Officer of Glass, Lewis & Co., an independent research firm that assists institutional investors in making more informed investment and proxy voting decisions. While Mr. Taxin was the Chief Executive, Glass Lewis covered more than 13,000 public companies from 65 countries and sold research to more than 350 institutional investors that collectively managed more than $13 trillion. Calling him a “hardliner on investor rights,” Treasury and Risk Management magazine named Mr. Taxin one of the “One Hundred Most Influential People in Finance” in 2006.

Prior to co-founding Glass Lewis, Mr. Taxin was an investment banker who completed billions of dollars in M&A transactions and financing transactions for his clients. Mr. Taxin was a Managing Director with Banc of America Securities in San Francisco, where he was jointly responsible for providing investment banking services to technology hardware companies across the globe.

Previously, Taxin was a co-founder, Director and member of the Management Committee at Epoch Partners, a technology-enabled investment bank based in San Francisco that was backed by Kleiner Perkins, Benchmark Capital and Charles Schwab. Epoch Partners was sold in 2001 to Goldman Sachs.

Mr. Taxin was previously a Vice President in the investment banking department of Goldman, Sachs & Co. 

Mr. Taxin is an attorney and practiced with the firm of Wachtell, Lipton, Rosen & Katz.

Mr. Taxin serves on the Board of Directors of Ionetix, Corporation, a privately held medical devices company, and the ProCure Cancer Foundation. Previously, Mr. Taxin served as Chairman of Soundboard Review Services, LLC, a public company board advisory firm, and was a Board member of ProCure Treatment Centers, Inc. (now known as ProCure, Inc.), a health care services company, and Glass, Lewis & Co., an independent research firm.

Mr. Taxin is frequently quoted or interviewed for print and broadcast financial press, having appeared in more than 500 articles in the past ten years and on CNBC, BloombergTV, CNN and NPR. Mr. Taxin is a frequent speaker at director education, investor, corporate governance and executive compensation conferences, and has made two appearances before the SEC to provide input on public company disclosure rules.  

Mr. Taxin is a magna cum laude graduate of the Harvard Law School, where he was a John M. Olin Fellow in Law and Economics, and a graduate, with very high honors, of the University of California, Berkeley.  


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

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

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

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

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


James E. Parsons is Coordinator of the Corporate Securities & Finance law group for Exxon Mobil Corporation.  He has been with ExxonMobil since 1990 and advises the company on a variety of issues including corporate governance; executive compensation; disclosure and compliance; and mergers and acquisitions.  Before joining ExxonMobil he practiced securities law with the firm of Thompson & Knight in Dallas, Texas. 

Mr. Parsons is a regular speaker on current securities-law issues.  He is a member of the New York Stock Exchange Corporate Governance Committee which advises the Exchange on governance issues and previously served on the NYSE’s Proxy Work Group.  He received his B.A. in English from Rice University in 1982 and his J.D. from Stanford Law School in 1985. 


Joe Ucuzoglu is the chairman and chief executive officer of Deloitte & Touche LLP.

As the leader of the U.S. audit practice, Joe is responsible for overseeing all aspects of the organization including execution of our quality, innovation, growth, and talent strategies.  Along with the 9,000 professionals comprising Deloitte’s audit practice, Joe plays a crucial role in delivering exceptional value and insights to clients and the capital markets.  He maintains significant audit client responsibilities, serving as the advisory partner for selected client engagements, and is a frequent speaker on issues impacting the audit profession and regulatory landscape. Joe also serves on Deloitte’s Global Board of Directors.

Recognized as a leader in the public accounting profession’s drive to continuously improve audit quality, Deloitte has 2,800 U.S. audit clients. Deloitte’s public company audit clients total $6 trillion in market capitalization and include 23 percent of Fortune 1000 companies.

Previously, Joe was Deloitte’s national managing partner for Government, Regulatory and Professional Matters. In this role, he was responsible for Deloitte’s interactions with regulators and elected officials as well as overseeing the government affairs, public policy, independence, and ethics functions.

Prior to rejoining Deloitte, Joe served as senior advisor to the Chief Accountant at the Securities & Exchange Commission (SEC), advising on complex accounting, auditing, and public policy matters, and interacting frequently with other governmental agencies and Congress.

Joe is a graduate of the University of Southern California (USC). He serves on the board of directors of the U.S. Chamber of Commerce, the board of advisors of the SEC Historical Society, and the executive committee of USC’s SEC Financial Reporting Institute. He is a member of the Committee on Capital Markets Regulation, an independent research organization dedicated to enhancing the competitiveness of U.S. capital markets and ensuring stability of the U.S. financial system, and is active in the Center for Audit Quality, an autonomous group devoted to fostering high quality performance by public company auditors.


Joele is the founder and managing partner of Joele Frank, Wilkinson Brimmer Katcher, which has consistently ranked as a top M&A firm since its inception in 2000. Among her many professional accolades, Joele has been named to Inside PR’s Hall of Fame as an All-Star for Investor Relations and has appeared on PR Week's PR Power List of the 25 top PR industry leaders. She has also been selected for the 2011 National Association of Corporate Directors Directorship 100. Joele is:

  • A Trusted Advisor: For more than 25 years, Joele has been a trusted advisor to her clients. She counsels executive teams and Boards of Directors as they manage through some of the most complex and delicate situations in their company’s history. Having played a major role in more than 1,000 special situations, Joele understands the impact communications has on a corporate reputation and a company’s ability to achieve its overall business objectives. While best known for her work on M&A transactions and defending companies against shareholder activism, Joele relishes the notion that over 40 percent of the firm’s clients rely on the firm for ongoing investor and public relations support.

     

  • A Seasoned M&A Professional: Joele has advised on many of the highest profile friendly and unsolicited M&A campaigns, including: Allergan with respect to the unsolicited offer from Valeant Pharmaceuticals and Pershing Square Capital; Verizon in its acquisition of Vodafone's 45% stake in Verizon Wireless;Airgas in its defense against Air Products; Microsoft in its proposal to acquire Yahoo!; Merck in its merger with Schering-Plough; SIRIUS in its merger with XM; PeopleSoft in its defense against Oracle; and the William R. Hewlett Trust in its opposition to the HP/Compaq merger. In addition, no one has defended more companies against the big-name activist shareholders. Joele and her colleagues have defended against Carl Icahn and Starboard more than 25 times each, Relational and Pershing Square approximately ten times each, and against ValueAct, Elliott, Trian and others numerous times. Some notable assignments include:

     

    • Procter & Gamble, Herbalife, General Growth Properties and Target against Pershing Square;
    • Family Dollar, Oshkosh, Clorox and Lionsgate against Carl Icahn;
    • L-3 Communications, Illinois Tool Works and Sovereign Bancorp against Relational; and
    • AOL, Avid Technology and Progress Software against Starboard

 

  • A Strong Advocate: There is no stronger advocate than Joele. She works tirelessly to ensure her clients’ stories are resonating with the right audiences. She does so by leveraging her deep relationships with the print and broadcast business press, and analyst and arbitrageur communities.

Earlier in her career Joele served as Vice Chairman of Abernathy MacGregor Frank, where she led the firm’s mergers and acquisitions and crisis communications practices, and as a Managing Director at Ogilvy Adams & Rinehart, a corporate and financial public relations firm. Joele spent seven years in AT&T’s treasury department and worked closely with the investment community during the divestiture of the Bell System. She began her corporate career as a senior financial analyst at Allied Chemical. Before that, Joele specialized in DNA replication as a research biochemist at the State University of New York at Stony Brook.

Joele received an AB in chemistry from Mount Holyoke College and an MBA in finance from Long Island University. She is a member of The Committee of 200, the Financial Women’s Association, The Economic Club of New York, and the Board of The Museum at FIT.


Julie Bell Lindsay currently serves as Managing Director and General Counsel – Capital Markets and Corporate Reporting for Citigroup Inc.  In this role, Julie oversees Citi’s global securities issuance activities, public disclosures and SEC reporting and serves as a member of Citi’s Disclosure Committee.

Prior to joining Citi, Julie spent three years at the U.S. Securities and Exchange Commission.  She spent the first half of her time at the Commission in the Division of Corporation Finance, where her experience included serving as a Special Counsel in the Office of Rulemaking.  In this position, Julie worked on various rulemaking initiatives, including the Commission’s significant changes to Form 8-K reporting in 2004.  During the remainder of her time at the Commission, Julie served as a Counsel to Commissioner Cynthia A. Glassman where she advised Commissioner Glassman on public company disclosure obligations, corporate governance standards, the Sarbanes-Oxley Act of 2002, the Public Company Accounting Oversight Board and Financial Accounting Standards Board, various enforcement matters and issues affecting registered foreign companies.   

Julie also has experience in private practice, serving as Counsel at Hogan & Hartson LLP (now Hogan Lovells) and as an Associate at Wilson Sonsini Goodrich & Rosati.  During her previous eight years in private practice, Julie advised a broad range of public and private company clients on various securities offerings, including venture capital financings, initial public offerings and equity and debt issuances, corporate governance matters and SEC disclosure requirements.

Julie received her J.D. from Vanderbilt University School of Law and her B.A. from The Ohio State University, summa cum laude and Phi Beta Kappa.  Julie is a member of the Board of Directors of the Association of Securities and Exchange Commission Alumni, Inc. (ASECA). 


Larry C. Boyd is executive vice president, secretary and general counsel for Ingram Micro Inc.  Ingram is the world’s largest distributor of information technology and mobility products and services.  Boyd leads a team of over 60 legal and compliance professionals located in North and South America, Europe, Asia and the Middle East, and manages all legal matters for Ingram’s global operations, including mergers & acquisitions, litigation, commercial contract negotiations, employment issues, corporate governance, and regulatory compliance and reporting. He was promoted to this position in March 2004.

Boyd joined Ingram Micro in January 2000 as senior vice president, U.S. legal services. Prior to Ingram Micro, he was a partner with Gibson, Dunn & Crutcher where he practiced as a litigator for 22 years.

A 1977 graduate of Stanford Law School, Boyd also earned his bachelor's degree in political science from Stanford University.  He is a member of the State Bar of California, the American Bar Association, the Association for Corporate Counsel, and a director of the Pacific Research Institute.


MICHELE J. HOOPER is President and CEO of The Directors’ Council which works with major companies to improve the effectiveness of their corporate governance.  With over 20 years of corporate board experience, Ms. Hooper is an audit committee financial expert with significant experience leading the audit committees of several major companies, a highly regarded governance expert and business leader.

Ms. Hooper serves on the corporate boards of directors of PPG Industries, Inc. (Chair, Audit Committee) and UnitedHealth Group (Chair, Nominating and Governance).  Ms. Hooper retired in April 2012 from service on the AstraZeneca PLC board (Senior Independent Director and Chair, Audit Committee). Until its sale in July, 2011 Ms. Hooper served on the board of Warner Music Group (Senior Independent Director and Chair, Audit Committee).  Ms. Hooper retired as Chair of the Audit Committee and board member of Target Corporation, and previously was a board and audit committee member of Seagram Company Ltd. and DaVita Corporation.

Ms. Hooper is President, NACD Chicago Chapter and recently retired from the National board of the National Association of Corporate Directors (NACD).  She has been a commissioner on the 2004 through the 2015 NACD Blue Ribbon Commissions on governance including Strategy Oversight, Board-Shareholder Communications, Director Liability, Risk Oversight, and Board Evaluations.  Ms. Hooper served as co-chair of the 2010 NACD Blue Ribbon Commission on Audit Committees.  Ms. Hooper is a board member and former Vice Chair of the Center for Audit Quality (CAQ), a public policy advocacy organization serving public company auditors, investors, and capital markets. She is Chair of the CAQ Working Group focused on Deterring and Detecting Financial Reporting Fraud. Ms. Hooper is also a senior advisor to CamberView Partners, an independent, investor-focused advisory firm for public companies.  A Directorship Top 100 in Corporate Governance awardee, Ms. Hooper is a frequent panelist, speaker, faculty member, and boardroom advisor on governance and board committee issues.

Previously, Ms. Hooper served as President and Chief Executive Officer of Voyager Expanded Learning and of Stadtlander Drug Company, Inc.  Prior to joining Stadtlander, Ms. Hooper was Corporate Vice President, Caremark International Inc, and President of the International Business Group, responsible for the expansion of Caremark into Europe, Canada and Japan.  Ms. Hooper began her career at Baxter International and from 1988 to 1992, as President of Baxter Canada, Ms. Hooper led Canada’s largest health care and laboratory supplies company.

Ms. Hooper is a member of The Economic Club of Chicago, the Commercial Club of Chicago, the World President’s Organization (WPO), Executive Leadership Council (ELC), The Committee of 200, and The Chicago Network.

Ms. Hooper earned an MBA in Finance and Accounting at the University of Chicago and a BA in Economics at the University of Pennsylvania.


Rebecca Grapsas is a senior associate in the Corporate Department of Weil, Gotshal & Manges LLP and is a member of the Public Company Advisory Group, based in the New York office. Rebecca counsels corporate directors and managers of U.S. public companies and foreign private issuers, private equity firms, state-owned enterprises, institutional investors and not-for-profit organizations with respect to governance issues, including board and committee responsibilities and structure, investigations, disclosure and compliance with corporate and securities laws, regulations and listing rules, including in the context of transformative transactions such as IPOs and spin-offs. Representative clients include: Berkshire Partners; Genworth; Leucadia; MGM; Mubadala Development Company; Pathways to Housing; Planned Parenthood; Procter & Gamble; Signet Jewelers; TE Connectivity; and Willis.

Rebecca also has experience in merger & acquisition and securities transactions, particularly multi-jurisdictional transactions requiring harmonization of U.S. and non-U.S. regimes (including those requiring innovative SEC relief).  Representative transactions include TE Connectivity’s cross-border reincorporation, Reuters’ acquisition by The Thomson Corporation, Signet Jewelers’ cross-border reincorporation, and Providence Equity Partners’ cross-border acquisition of eTelecare Global Solutions (a company dually-listed in the Philippines and on Nasdaq).

In 2011, Rebecca completed a six-month secondment to Mubadala Development Company, the strategic investment and development company of the Abu Dhabi government.

Rebecca has lectured on governance topics, including at events sponsored by The Conference Board and the U.S. State Department, and assisted in corporate governance programs sponsored by the OECD, the Practising Law Institute, the National Association of Corporate Directors, the International Corporate Governance Network, the Council of Institutional Investors and the Council on Foreign Relations. Rebecca served on the Secretariat of the OECD Boardroom Guide Advisory Group and was the editor of Using the OECD Principles of Corporate Governance – A Boardroom Perspective. She has published extensively on governance-related topics and is a co-author of the Corporate Governance Guidelines chapter of Corporate Governance: Law & Practice, the United States chapter of Getting the Deal Through – Corporate Governance, and the Corporate Law chapter of The Corporate Counsellor’s Deskbook.

Rebecca was named a “Rising Star of Corporate Governance” for 2008 by the Millstein Center for Corporate Governance and Performance at the Yale School of Management.

Rebecca practiced at King & Wood Mallesons (then known as Mallesons Stephen Jaques) in Melbourne, Australia for several years before completing a Master of Laws at Harvard Law School. She joined the Firm in 2004.

Education

Harvard Law School (LL.M., 2004)

University of Melbourne Law (LL.B., with first class honors, 2000 – Editorial board of the Melbourne University Law Review)

University of Melbourne (B.Com., 2000)


Steven B. Harris was reappointed by the Securities and Exchange Commission as a Board Member of the Public Company Accounting Oversight Board in March 2013. He was originally appointed to the Board in June 2008. As a PCAOB Board Member, Mr. Harris is Chairman of the PCAOB Investor Advisory Group and represents the Board as Chairman of the Investor Working Group of the International Forum of Independent Audit Regulators (IFIAR), based in London.

Mr. Harris was the Staff Director and Chief Counsel of the U.S. Senate Banking, Housing and Urban Affairs Committee under Chairman Paul S. Sarbanes during the consideration and passage of the Sarbanes-Oxley Act of 2002, and is widely credited with helping to shape the reform legislation and the establishment of the PCAOB.

Mr. Harris served as Staff Director and Chief Counsel of the Committee for more than 15 years. He also served as Staff Director and Chief Counsel to the Securities Subcommittee, as well as Counsel to the full Committee. During his tenure with the Committee, from 1981-2007, Mr. Harris worked on all legislation, investigations and oversight conducted by the Committee, including modernization of banking and securities laws, the savings and loan industry crisis, the 1987 stock market crash, investigations of the mutual fund industry, and interstate banking.

Before joining the Board, Mr. Harris was Senior Vice President and Special Counsel at APCO Worldwide, where he advised clients on financial transactions, corporate governance, crisis management, investigations, foreign investment, trade promotion, and government affairs.

From 1979-1981, Mr. Harris served as Counsel to U.S. Senator Donald W. Riegle, Jr. He served as Counsel to U.S. House Representative Barbara Jordan and as her representative to the National Commission for the Review of Antitrust Laws and Procedures from 1978 to 1979. He was Assistant General Counsel for the Municipal Securities Rulemaking Board from 1977 to 1978, an attorney at the Legal Services Corporation from 1975 to 1977, and in the Office of the General Counsel at the Office of Economic Opportunity from 1973 to 1975. He began his career at Time, Inc., from 1969 to 1970.

Mr. Harris is currently a member of the Board of Directors of The Washington Campus, a nonprofit educational organization.

Mr. Harris graduated with honors from Dartmouth College and earned an L.L.B. from George Washington University.


Tom Kim focuses his practice on advising companies, underwriters and boards of directors on registered and exempt capital markets transactions, SEC regulatory and reporting issues, and corporate governance, as well as on general corporate and securities matters.

Prior to joining Sidley in 2013, Mr. Kim served for six years as the Chief Counsel and Associate Director of the Division of Corporation Finance at the SEC.  As Chief Counsel, Mr. Kim was responsible for the no-action, interpretive and exemptive positions taken by the Division on a wide range of matters, including Securities Act exemptions, the registered offering process, Rule 144, Exchange Act deregistration, succession, executive compensation disclosure, proxy solicitation and shareholder proposal rules, among others.  Under his leadership, the Chief Counsel’s Office revised and updated the Division’s telephone interpretations as Compliance and Disclosure Interpretations and issued several significant Staff Legal Bulletins.  Mr. Kim also led a number of notable SEC rulemakings and policy initiatives, including:

  • the July 2013 rulemaking under the JOBS Act eliminating the prohibition against general solicitation in Securities Act Rules 506 and 144A offerings;
  • the Concept Release on the U.S. Proxy System; and
  • the Interpretive Release on the Use of Company Websites.

Mr. Kim also oversaw the Division’s Office of Enforcement Liaison, which refers matters to the Division of Enforcement and advises on offering and disclosure-related issues in enforcement cases.

Prior to joining the SEC in 2006, Mr. Kim served as Corporate and Securities Counsel for the General Electric Company in Fairfield, CT.

As a member of the ABA’s Committee on Corporate Laws, Mr. Kim edited several editions of the ABA’s Corporate Director’s Guidebook.  He is a frequent speaker at securities law conferences, including the Northwestern Law School Annual Securities Regulation Institute and programs sponsored by the Practising Law Institute, the American Bar Association, the Society of Corporate Secretaries and Governance Professionals, and the National Association of Corporate Directors.

Mr. Kim graduated summa cum laude from Yale College and magna cum laude from Harvard Law School, where he was an editor of the Harvard Law Review.  He clerked for Judge Louis F. Oberdorfer of the U.S. District Court of the District of Columbia.


Wendy Lane has been Chairman of Lane Holdings, Inc., a private equity investment company since 1992 when she retired from Donaldson, Lufkin & Jenrette as a Principal and Managing Director in investment banking.  Before that, she was an investment banker at Goldman Sachs & Co.  Clients included both domestically and internationally based companies and spanned a broad range of industries from software to petroleum to pharmaceuticals and other. Transactions covered the full spectrum, including advisory, IPOs,  multi-billion dollar mergers, going private and LBOs, and capital offerings She was a founding investor of Staples and Skyhook, was an investor in the original leveraged buyout of 7 Up and invests in a range of industries.

Upon leaving DLJ, Wendy also began sitting on corporate boards and has sat on the boards of seven public companies. Current/most recent boards are:

  • Willis Group Ltd. (London/New York; third largest insurance broker in the world; 2004-present; chairs Compensation Committee; sits on Audit Committee; established Risk Committee; and sat on Governance, Strategic and Search Committees) and
  • UPM-Kymmene Corporation (Helsinki; one of the world’s largest paper companies; major facilities in China, South and North America, Europe and Russia; 2005-present; sits on Audit Committee).
  • Laboratory Corporation of America (North Carolina; second largest independent clinical lab in the US; 1996-2014;  sits on Governance and Audit Committees; chaired Audit and Compensation Committees),

She was also for eight years a Trustee of the U.S. Ski & Snowboard Team Foundation

Through her experience with Tyco, where she assisted the former board through the investigation, resolution and rectification of the senior executives’ transgressions, she was selected as the only former Board member to assist the new Board to establish all of its governance polices and practices, she has become an internationally recognized governance expert.  She has spoken at Harvard Business School. Stanford Law School, the Wharton School, and other venues, and has assisted the OECD, the New Zealand Securities Exchange and a major rating agency with their governance guidelines.

Wendy has an MBA from Harvard Business School (1977) and a BA, Phi Beta Kappa (junior year), from Wellesley College in mathematics and French (1973). 


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.


Elizabeth Murphy is Associate Director (Legal) in the Division of Corporation Finance at the U.S. Securities & Exchange Commission. She oversees the work of three offices within the Division: the Office of Rulemaking, Office of Small Business Policy, and Office of Enforcement Liaison.  From 2009 until March 2014, Ms. Murphy served as the Secretary of the Commission, heading the office that prepares, reviews, and maintains records of Commission action and advises the Commission and the SEC staff on administrative practices and procedures. From 2000 until 2009, she was Chief of the Division of Corporation Finance’s Office of Rulemaking. In that role, she oversaw teams working on numerous rules, including many required by the Sarbanes-Oxley Act of 2002.

Ms. Murphy first joined the Division in 1986 as an attorney-advisor and was promoted to special counsel in 1987. She was made a special counsel in the Division’s Office of the Chief Counsel in 1996 and later served as counsel to Commissioner Laura S. Unger. She also has served as an adjunct professor in the LLM Degree Program at the Georgetown University Law Center.

She graduated with honors from the University of Virginia in 1982 and received her law degree from the University of Notre Dame in 1985. She is a member of the Virginia bar.


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

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

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

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

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

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

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

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


John W. White is a partner in Cravath, Swaine & Moore LLP’s Corporate Department and serves as Chair of its Corporate Governance and Board Advisory practice. From 2006 through 2008, he served as Director of the Division of Corporation Finance at the U.S. Securities and Exchange Commission which oversees disclosure and reporting by public companies in the United States. During his over 25 years as a partner at Cravath, John has focused his practice on representing public companies on a wide variety of matters including corporate governance matters, public reporting and disclosure obligations, public financings and restatements and other financial crises. John is a member of the Standing Advisory Group (SAG), which advises the Public Company Accounting Oversight Board (PCAOB). He has also served on the Financial Accounting Standards Advisory Council (FASAC), which advises the Financial Accounting Standard Board (FASB). He is a member of the Board of Trustees and the Audit Committee of both the Practising Law Institute and the Securities and Exchange Commission Historical Society. He served three years on the New York Stock Exchange’s Legal Advisory Committee, four years as Chairman of the Securities Regulation Institute and five years as Co-chair of PLI’s Annual Institute on Securities Regulation. He has been selected by the National Association of Corporate Directors (NACD) as one of 100 “most influential people in the boardroom and corporate governance community”.


Martha Carter, Ph.D. is the global head of research for ISS. In this role, she directs proxy voting research worldwide, as well as ISS' thought leadership on corporate governance issues. Prior to joining ISS in 2002, Martha served as Director, Listing Qualifications, for The NASDAQ Stock Market. Martha holds a Ph.D. in Finance from George Washington University and an MBA in Finance from The Wharton School, University of Pennsylvania. She did her undergraduate work in Mathematics and French at Purdue University.