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Annual Disclosure Documents 2014


Speaker(s): Christoph A. Pereira, Christopher L. Bruner, Deborah C. Lofton, Doreen E. Lilienfeld, Jennifer A. Zepralka, Joan E. McKown, Keir D. Gumbs, Kenneth R. Lench, Mara L. Ransom, Melissa L. Burek, Michael L. Hermsen, Richard H. Grubaugh, Sandra L. Flow, Scott Lesmes, Stephanie Marks, Todd J. Russo
Recorded on: Dec. 1, 2014
PLI Program #: 50544

Rick is a Senior Vice President of D.F. King & Co., Inc. and co-director of the Corporate Proxy Division and the Extraordinary Events Group.  Rick primarily advises corporations and shareholders involved in complex shareholder transactions specializing in corporate control situations such as proxy contests, mergers and unsolicited tender offers.  Some of recent assignments Rick assisted with include eBay, Inc. in its defense of activist investor Carl Icahn, Sensient Technologies Corporation in its defense of activist investor FrontFour, BMC Software in its defense from Elliot Associates, Corvex Management / Related Companies in its solicitation of consents to remove the board of trustees of CommonWealth REIT Hampden Bancorp defense from activist investor Clover Group, Dole Foods acquisition by David Murdoch, Pershing Square Capital Management in its solicitation of proxies for board representation at Canadian Pacific Railway. Pershing Square and Valeant Pharmaceuticals offer to acquire Allergan, Valeant Pharmaceuticals tender offers in connection with the acquisition of Solta Medical and Obagi Medical Products.  Prior to joining King, Rick was a principle of MalCon Proxy Advisors, Inc. and Beacon Hill Partners, Inc. specializing in advising companies and activist shareholders in corporate control situations.  Rick began his proxy solicitation career at the Carter Organization, Inc., joining that firm in 1986.


Melissa Burek is a founding partner of Compensation Advisory Partners LLC (CAP) in New York.  She has 20 years of experience consulting with Boards and management in all areas of executive and director compensation, including compensation strategy, annual and long-term incentive plan design, performance measurement/reward linkages and regulatory and governance issues.

She has assisted many Fortune 200 companies with developing compensation strategy and designing and implementing pay programs that support business objectives and shareholder interests, and has also advised companies involved in IPOs, restructurings and executive leadership change.  She has significant experience in the insurance industry, as well as having worked with public and private companies in manufacturing, consumer products, insurance and pharmaceutical industries.  Melissa has authored several articles, as well as being a frequent speaker, on executive compensation topics, the impact of regulatory changes and the evolving role of the consultant and Compensation Committee, as well as being involved in Best Practices research.  She served as a liaison to insurance industry organizations on the topic.

Prior to joining CAP, Melissa was a Principal at Mercer’s Human Capital business for eleven years.  Prior to that she was a Director in KPMG’s Performance and Compensation Consulting practice and has also worked with the Ford Motor Company.  She has a BBA and MBA from the University of Michigan.


Chris is the Managing Partner for EY’s Philadelphia office. In this role, Chris is fully devoted to serving the Philadelphia market with a focus on strategic planning and resource alignment within the Firm. Prior to becoming the Philadelphia Office Managing Partner, Chris was the Strategic Growth Markets

Leader for Ernst & Young’s Mid-Atlantic area. In this role, Chris worked closely with high-growth emerging companies, primarily in the technology and life science industries.

Chris has been with EY for over 26 years and has also spent time in the firm’s San Antonio, TX and McLean, VA practices. Chris has extensive experience in the areas of revenue recognition, equity transactions and public registration statements. Past and current clients of Chris’ include Blackboard Inc., Clear Channel Communications, Discovery Laboratories, Metrologic Instruments, MediMedia, Neustar, QlikTech, ReSearch Pharmaceutical Services, Toll Brothers, Inc., Trump Entertainment Resorts, Inc. and W.L. Gore.

Chris received a B.S. in Accounting from Indiana University in 1985. Chris, his wife and two daughters reside in Radnor, Pennsylvania.

Chris is also a member of the Board of Directors for the Greater Philadelphia Chamber of Commerce, CEO Council for Growth, United Way of Greater Philadelphia and Southern New Jersey, and the Mann Center for the Performing Arts.


Debbie Lofton is Vice President, General Counsel and Secretary for Qlik Technologies Inc. (NASDAQ:  QLIK).  Qlik, a leader in visual analytics delivering an intuitive platform for self-service data visualization, guided analytics, embedded analytics and reporting to over 37,000 customers.  Debbie is a member of the executive management team and responsible for providing legal support to the business on operational issues and developing and implementing business processes to achieve business goals and mitigate risk. She also handles SEC reporting and corporate governance compliance programs, joint venture and M&A transactions, intellectual property activities and manages internal and external legal resources. 

 Over her 20 years in corporate law, Debbie has served as SVP, General Counsel and Secretary for InfraSource Services, Inc., SVP and General Counsel for SunGard Availability Services, EVP and General Counsel of RMH Teleservices Inc. and VP-Legal and Assistant General Counsel for SunGard Data Systems.  Debbie began her legal career at Morgan, Lewis & Bockius in Philadelphia. 

 Debbie holds a J.D. from the University of Virginia School of Law and a B.A. from the University of Virginia.  She is a member in good standing of the Pennsylvania and District of Columbia Bar Associations.


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

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

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

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


Joan McKown's practice focuses on investigations, enforcement actions, and other proceeding with U.S. and foreign regulators. She also counsels financial institutions, boards, corporations, and individuals on issues related to the U.S. Securities and Exchange Commission, as well as corporate governance, compliance, and ethics matters.

Joan recently represented corporations and corporate officers in SEC investigations involving corporate disclosure, books and records, internal controls, insider trading, and the FCPA.

Prior to joining Jones Day, Joan was the longtime chief counsel of the Division of Enforcement at the SEC. During her 24-year career at the SEC, she played a key role in establishing enforcement policies at the agency and worked closely with the Commission and senior SEC staff. Her substantive experience extends across the full range of Division of Enforcement matters including corporate disclosure, insider trading, investment companies and investment advisors, broker dealers, and the FCPA. She oversaw the drafting of the Enforcement Division Manual and played a significant role in recent organizational changes in the Division. Joan also served as a key liaison between the Division of Enforcement and other regulatory authorities including the Department of Justice, Commodities Futures Trading Commission, federal banking regulators, and state securities regulators. She led Wells meetings and settlement negotiations of thousands of SEC enforcement matters.

Joan frequently lectures on SEC topics related to Enforcement, Dodd-Frank, financial institutions, disclosure, FCPA, and insider trading. She is a member of the board of trustees of the Legal Aid Society of the District of Columbia.

EXPERIENCE HIGHLIGHTS

CEO of information technology company resolves SEC investigation

Pro bono client wins in D.C. Superior Court Housing Conditions Court

Private equity adviser avoids securities fraud claims by SEC after Wells submission

HONORS & DISTINCTIONS

Recipient of the SEC's:

Law and Policy Award (2010)

Distinguished Service Award, which is the highest honor the agency bestows on an individual (2004)

Stanley Sporkin Award, which recognizes SEC staff who have made exceptionally tenacious and insightful contributions to the enforcement of the federal securities laws (1994)

Education

Drake University (J.D. with honors 1983; Order of the Coif; Law Review); Vanderbilt University (B.A. 1980)

Bar Admissions

District of Columbia, Missouri, and Illinois

Clerkships

Law Clerk to Senior Judge J. Smith Henley, U.S. Court of Appeals, Eighth Circuit (1984-1986)

Government Service

Served with the U.S. Securities and Exchange Commission (1986-2010) in various positions, including Branch Chief and Assistant Director before being named Chief Counsel of the Division of Enforcement in 1993


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


Kenneth Lench is a partner in Kirkland Ellis LLP's Government & Internal Investigations Practice Group in the Washington, D.C. office. His practice focuses on representing, and conducting internal investigations for, financial services and public companies relating to matters before the Securities and Exchange Commission (SEC) and other Federal, state and self-regulatory organizations (SROs). Ken handles matters in all of the major programmatic areas of the securities laws, including complex securities transactions, financial and accounting fraud, Foreign Corrupt Practices Act violations, frauds by broker-dealers, hedge fund advisers and other asset managers, insider trading, and market manipulations. Ken also represents boards of directors and associated committees, as well as senior executives and other employees, of these companies.

Prior to joining Kirkland, Ken served for 23 years in several positions at the U.S. Securities and Exchange Commission. In his last role at the SEC, Ken served as Chief of the Structured and New Products Unit of the Division of Enforcement, which was created in 2010 as a specialty group of more than 45 professionals nationwide focusing on abuses in markets for complex securities, including asset-backed securities and derivatives. In that role, he was responsible for building and managing the unit and supervised wide-reaching investigations into markets for collateralized debt obligations and residential mortgage-backed securities, resulting in $1.7 billion in recovered funds for investors in those products.

Ken previously held various senior positions at the SEC's Enforcement Division including assistant director, assistant chief counsel, branch chief and senior counsel, during which time he supervised and conducted numerous complex and wide-reaching investigations into violations of the Federal securities laws. As an assistant director, Ken spearheaded the SEC's major auction rate securities matters, which resulted in some of the largest settlements in SEC history and, in all, provided for more than $60 billion in liquidity to tens of thousands of investors.

Besides his extensive Enforcement Division experience, Ken served a stint in the SEC's Division of Corporation Finance, where he reviewed registration statements, proxy materials and periodic reports involving initial public offerings, secondary offerings, tender offers, mergers and acquisitions, going-private transactions, shelf offerings and proxy contests. Ken was in private practice prior to his arrival at the SEC.


Mike Hermsen has an extensive practice that focuses on securities matters. He represents issuers, investment banking firms and security holders in connection with issuances of equity and debt securities. Mike also represents corporate clients in connection with compliance, reporting and stock exchange matters and counsels companies, boards of directors and management on, among other matters, stock repurchases, liability management, executive compensation reporting and corporate governance matters.

Before Mike joined Mayer Brown in 1994, he had extensive experience with the US Securities and Exchange Commission in Washington, DC. In the SEC’s Division of Corporation Finance he served as Assistant Director (1992-1994), Special Counsel (1990-1992) and Attorney/Advisor (1986-1990). He also has accounting and audit experience with a then-Fortune 500 manufacturing corporation.

Mike has been included in The Best Lawyers in America in the practice areas of Securities/Capital Markets Law and Securities Regulation for over a decade and Legal 500 recommends Mike in “Capital Markets – Equity Offerings” noting Mike has “unsurpassed knowledge of SEC rules.”   In addition, Mike is frequently cited in the media regarding new regulatory initiatives.

Representative Recent Publications

  • “New Considerations as SEC Amends Registration Rules,” Law360, May 2016
  • “SEC Provides Guidance on Excluding Shareholder Proposals,” Insights, December 2015
  • “Practical Implications of Pay Ratio Disclosure,” Insights, September 2015
  • “Considerations for Changes in Directors and Executive Officers of a US Public Company,” Insights, July 2015
  • “Shareholder Engagement and the Proxy Season,” The Review of Securities & Commodities Regulation, January 2015
  • “Additional SEC Guidance on Well-Known Seasoned Issuer Waivers,” Insights, May 2014
  • “The Practical Implications of the SEC’s Recent Changes to Regulation D,” Practical Compliance and Risk Management, November/December 2013

Representative Recent Seminars and Presentations

  • Annual Disclosure Documents, PLI, New York, December 7-8, 2015 (co-chair)
  • Annual Disclosure Documents, PLI, New York – December 1, 2014, Chicago (co-chair) December 4-5, 2014
  • Private Placements and Other Financing Alternatives 2014, PLI, New York, March 25, 2014
  • Implementation of the SEC’s New Conflict Minerals Rules, Association of Corporate Counsel; Westchester/Southern Connecticut Chapter, White Plains, NY, February 27, 2014
  • Annual Disclosure Documents:  Preparation of Disclosure Documents, Annual Meeting and Regulatory Developments, PLI Chicago (co-chair 2012 and 2013)
  • The Impact of the JOBS Act on the Capital-Raising Process, Lexis Practical Advisor, Chicago, September 25, 2013
  • Implementing the JOBS Act – What We Know, What We Don’t and When We Will, ABA Business Law Section, Fall Meeting, Washington, D.C., November 17, 2012
  • The JOBS Act:  Emerging Growth Companies, Private Offerings and Exchange Act Registration Triggers, ABA Business Law Section, Annual Meeting, Chicago, August 3, 2012

Education

  • University of Wisconsin Law School, JD, 1986.
  • Marquette University, MBA, 1982, BS, 1980.

Professional Associations

  • American Bar Association, Business Law Section – Chair, Securities Registration Subcommittee of the Federal Regulation of Securities Committee (2012-2015)
  • Illinois State Bar Association, Section of Corporations, Securities and Business Laws
  • State Bar Association of Wisconsin
  • Chicago Bar Association


Practice

Doreen Lilienfeld is the Practice Group Leader of the Executive Compensation & Employee Benefits Group.  She has been involved in a wide variety of compensation-related matters, including the design and implementation of retention and compensation plans, disclosure and regulatory compliance, and employment negotiations with senior executives.  She has significant experience in compensation and benefits issues relating to private equity and other mergers and acquisitions transactions.  Ms. Lilienfeld has advised both U.S. and non-U.S. issuers on corporate governance and regulatory requirements relating to compensation and benefits matters.  Legal directories, such as Chambers, Legal 500 US and Super Lawyers, have named Ms. Lilienfeld as a leader in her field.

Ms. Lilienfeld has been resident in the Frankfurt, London and Bay Area offices of Shearman & Sterling.  She became a partner in January 2002.  For the past twelve years, Ms. Lilienfeld has spearheaded the publication of the Shearman & Sterling LLP survey of the compensation-related corporate governance practices of the largest 100 domestic issuers.  Ms. Lilienfeld is an elected member of the firm’s nine member Policy Committee.

Recent Experience

  • Provides regular executive compensation, disclosure and governance advice to ADS Waste Holdings, Inc., Ceres Inc., CVS Health Corporation, IMAX Corporation, Nokia Corporation, Quest Diagnostics Incorporated, The Chefs’ Warehouse, and WebMD Health Corp.
  • Albemarle Corporation in its $6.2 billion merger with Rockwood Holdings, Inc.
  • B/E Aerospace, Inc. on its process to separate its industry-leading businesses into two independent, publicly traded companies.This included significant management team transitions and appointments, related to the separation
  • Zillow, Inc. in its pending acquisition of competitor Trulia, Inc. in a stock-for-stock transaction
  • Regularly advises individual executives of public companies and private enterprises on employment, severance and retention issues, including:
    • David Karp, the founder and CEO of tumblr., with his employment, retention and tax arrangements in connection with its sale to Yahoo! for $1.1 billion
    • Carole Hochman as the CEO of Naked Brand Group
    • Eileen O’Neill in the negotiation of her employment agreement in connection with her promotion to the position of Global Group President, Discovery Studios
    • The management team of Ebates Inc. in the negotiation of a retention plan, employment agreements, and the departure arrangements for the CFO, in connection with Ebates $1 billion acquisition by Rakuten, Inc.
    • Victor Luis, the CEO of Coach, Inc. appointed in 2013
    • The management team of Open Solutions in its 2013 disposition to Fiserv, Inc.
    • The executive team of Intelsat in connection with the company’s acquisition by a private equity buyer and through management changes following merger of equals
    • The management team of Applied Films, Inc. in its acquisition by Applied Materials
    • The management team of USI Holdings, Inc. in connection with its acquisition by Goldman Sachs Capital Partners
  • The Dow Chemical Company in its acquisition of Rohm and Haas Corporation and the dispositions of Morton Salt to K&S Aktiengesellschaft, Styron to Bain Capital and the global polypropylene business to Braskem and advice to Dow on related compensation and pension matters
  • Helm Corporation in connection with the sale of Helm Bank SA to CorpBanca Colombia, a subsidiary of CorpBanca SA
  • Sterling Bancshares, Inc. in its acquisition by Comerica Incorporated
  • BAML Capital Partners in its acquisition of Convermex, Provo Craft and Novelty, and Strategic Partners Holdings, and the structuring of related equity and other compensation arrangements, and North Cove Partners LLP in its spin-off from Bank of America
  • Quest Diagnostics in various matters, including its 2011 acquisitions of Athena Diagnostics, Inc. and Celera Corporation and its $2 billion acquisition of AmeriPath

Education

Benjamin N. Cardozo School of Law, magna cum laude, J.D., 1993 
    Managing Editor, Cardozo Law Review

New York University, with honors in Psychology, B.A., 1990

Professional Affiliations and Business Activities

  • Member, Advisory Board, Women in Law Empowerment Forum
  • Member, Board of Directors, Lawyers Alliance for New York
  • Vice Chair, Non-Qualified Deferred Compensation Committee of the ABA Section of Real Property, Trusts and Estate Law

Bar Admissions/Qualifications

New York, California (inactive)

Recent Publications

  • “Standing On Higher Ground: How And When To Adopt Pay Practices That Don’t Comply With Proxy Adviser Guidelines,” Bloomberg BNA’s Corporate Law & Accountability Report, February 2, 2015
  • “The Imperative for Gender Diversity on Boards,” The Corporate Governance Advisor, Volume 22, Number 3, May/June 2014
  • “Will Dodd-Frank’s Diversity Mandates Go Far Enough?”, Law360, April 11, 2014
  • “Measures to Increase Gender Diversity on Corporate Boards,” New York Law Journal, Volume 251, No. 04, January 7, 2014
  • “Pay Ratio Rules: Practical Compliance Challenges,” Bloomberg BNA’s Pension & Benefits Daily, Volume 208, October 28, 2013
  • “Executive Compensation Planning for Pre-IPO Companies,” Bloomberg BNA’s Securities Regulation and Law Report, Volume 44, page 157, January 23, 2012


Sandra L. Flow is a partner based in the New York office. 

Ms. Flow's practice focuses on capital markets and corporate governance.  She has represented both U.S. and international issuers, as well as underwriters, in a variety of SEC-registered and private securities offerings, as well as domestic and cross-border listings.  She has also participated in the development of new financial instruments and related offerings.  Ms. Flow's corporate governance practice includes advising companies on a wide range of governance and disclosure issues, including compliance with the Sarbanes-Oxley Act and listing standards of the NYSE and Nasdaq.  She has also advised a number of companies on issues relating to financial statement restatements.

Ms. Flow has been recognized as a "leading lawyer" for capital markets by the IFLR 1000:  The Guide to the World’s Leading Law Firms and distinguished for her capital markets practice by The Legal 500 U.S.

Ms. Flow frequently speaks on corporate governance and capital markets matters. She is a Co-Chair of the Practicing Law Institute’s program on Annual Disclosure Documents.  She has also served as a consulting editor of and contributor to The NYSE IPO Guide (2nd Ed., Caxton, 2013) and co-authored “Mixing Meat and Minerals on Compelled Commercial Speech” on Law360 (Sept. 2015) and "Not Just Financial Reform: Dodd-Frank's Executive Compensation & Governance Requirements" in The Corporate Governance Advisor (Aspen, September/October 2010).

Ms. Flow is a member of the Bar in New York.  She is a former Chair of the Committee on Securities Regulation of the New York City Bar Association and is Chair of the Board of the Public Interest Law Foundation at Columbia, Inc.


Scott Lesmes is a Corporate Finance partner based in Morrison & Foerster’s Washington, D.C. office. Mr. Lesmes focuses his practice on counseling clients with respect to corporate and securities matters for publicly-listed companies. He advises companies and boards of directors on a broad range of securities regulation and corporate governance issues and has substantial experience in dealing with restatements and internal control concerns. Mr. Lesmes counsels issuers and underwriters in the public offering process and in corporate compliance matters involving SEC reporting and disclosure requirements. Prior to his career in private law, Mr. Lesmes served as in-house counsel at two public companies. He worked extensively in establishing corporate compliance programs and policies while serving as Chief Legal Officer for Allied Capital Corporation, a NYSE-listed business development company, as well as Deputy General Counsel/Chief Securities Counsel for Fannie Mae, a financial services company. Mr. Lesmes draws on his significant in-house experience to provide valuable perspective in his role as an outside advisor.

Primary Practices

Public Companies Counseling + Compliance

Corporate

Debt Offerings + 144A Offerings

Equity Offerings

IPOs

Corporate Governance

Education

Elon University (B.S., 1989)

College of William & Mary (J.D., 1993)

Bar Admissions

District of Columbia

Publications

SEC Proposes Rule Requiring Hedging Disclosure | 02/13/2015 | Client Alert

SEC Suspends Review of Conflicting Shareholder Proposal No-Action Requests | 01/28/2015 | Client

Alert

ISS and Glass Lewis Update their Proxy Voting Guidelines for 2015 | 11/14/2014 | Client Alert

SEC Charges Issuers, Corporate Insiders, and Other Significant Investors for Violating Laws

Requiring Reporting of Transactions in Company Stock | 09/17/2014 | Client Alert

SEC Staff Issues Revised Compliance and Disclosure Interpretation Clarifying Rule 144

Provisions Applicable to Sales of Securities by a Pledgee | 6/14/2013 | Client Alert

Swap Product Definitions Finalized: Compliance Dates Set | 8/16/2012 | Client Alert

SEC Staff Publishes FAQs on the JOBS Act “IPO On-Ramp” | 4/19/2012 | Client Alert

FAQs on JOBS Act Amendments to Exchange Act Registration Thresholds | 4/12/2012 | Client Alert

SEC Staff Publishes FAQs on JOBS Act Implementation | 4/10/2012 | Client Alert

JOBS Act Approved by the US Congress | 3/28/2012 | Client Alert

SEC Interpretive Letter to Bank of America Merrill Lynch expands the Scope of Derivative Transactions

under the Rule 144 Safe Harbor | 12/15/2011 | Client Alert

Events

Final SEC CEO Pay-Ratio Rule | 09/10/2015

SEC Guidance Regarding Investment Advisors and Proxy Firms | PLI Webinar | 12/16/2014

SEC Offers Guidance Regarding Investment Advisers and Proxy Advisory Firms | West LegalEdcenter

Webinar | 09/09/2014

Video + Audio

Final SEC CEO Pay-Ratio Rule | 09/10/2015


Stephanie Marks is a Senior Vice President in the legal department of Discovery Communications, providing securities and governance advice and serving as the company’s corporate secretary.  On a day-to-day basis, Stephanie handles a broad range of matters, including executive compensation, financial disclosure questions and board governance.  Stephanie joined Discovery in June 2008 as Discovery was preparing to become a public company.  Discovery Communications reaches more than 1.5 billion cumulative subscribers in over 200 countries, with 130 worldwide television networks led by Discovery Channel. 

Stephanie graduated from University of Maryland School of Law in 1993 and spent three years with the Division of Corporation Finance at the U.S. Securities and Exchange Commission.  Stephanie also practiced with outside law firms, last as a partner with Hogan and Hartson (now Hogan Lovells) and worked as in-house securities counsel for Freddie Mac prior to joining Discovery.


Mara L. Ransom is an Assistant Director in the Office of Consumer Products, one of the 12 specialized industry offices in the Division of Corporation Finance at the U.S. Securities and Exchange Commission.  Mara oversees the disclosure review program for the Office, which focuses on retailers, utilities and certain service-oriented companies and their compliance with the disclosure and filing obligations under the Securities Act of 1933 and the Securities Exchange Act of 1934.  Previously, she served as a Legal Branch Chief and Attorney-Advisor in the same Office and as a Special Counsel in the Office of Mergers and Acquisitions.  Mara joined the Commission in 2000.  Mara earned her B.A. from Boston University and her J.D. from the University of San Diego School of Law.


Mr. Todd Russo is the Senior Vice President, General Counsel & Secretary of Buckeye Partners, L.P.  Buckeye is a New York Stock Exchange-listed master limited partnership based in Houston, Texas that owns and operates a diversified network of integrated assets providing midstream logistic solutions, primarily consisting of the transportation, storage, and marketing of liquid petroleum products.  In his capacity as General Counsel, Mr. Russo is responsible for the legal affairs of Buckeye and advises management and the board of directors on a variety of legal and corporate governance matters.  Prior to being named the General Counsel, Mr. Russo served in the roles of Deputy General Counsel & Secretary and Associate General Counsel at Buckeye.  Before joining Buckeye, Mr. Russo was an attorney at Ballard Spahr LLP, where he concentrated his practice in the areas of securities, corporate financing (public and private), and corporate governance.  Mr. Russo is a graduate of Lehigh University and the University of Pennsylvania Law School.


Mr. Pereira serves as General Electric Company's Chief Corporate, Securities & Finance Counsel. He oversees all legal matters for GE and its businesses relating to global securities law, corporate governance, corporate finance and corporate law. Mr. Pereira joined GE in March of 2007.

From 2004 to 2007, Mr. Pereira served as Vice President of Legal Affairs & Secretary of Exelixis, a NASDAQ-listed biotechnology company based in South San Francisco. He reported to the CEO and was a member of the Company’s executive management committee with responsibility for a wide range of general counsel duties.

Before joining Exelixis, Mr. Pereira practiced law at Sullivan & Cromwell’s New York and Silicon Valley offices from 1998 to 2004. He specialized in mergers and acquisitions, securities law and private equity.

From 1995 to 1997, Mr. Pereira clerked at the Federal Courts in Austria.

Mr. Pereira received his law degrees from the University of Chicago Law School and the University of Vienna Law School, and is a CFA charterholder.

Mr. Pereira is a frequent speaker on securities, finance and board related matters.  He serves on the board of directors of the Society of Corporate Secretaries & Governance Professionals and previously served as a member of the NYSE Governance Council and as President of the Stockholder Relations Society of New York.