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Corporate Governance - A Master Class 2014

 
Author(s): Alan L. Beller, Meredith B. Cross
Practice Area: Corporate & Securities
Published: Feb 2014
PLI Item #: 48413
CHB Spine #: B2076

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.


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