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Corporate Governance - A Master Class 2015


Speaker(s): Alan L. Beller, Andrew J. Ceresney, Ann L. Yerger, Colleen P. Mahoney, Daniel J. Ryterband, Douglas Maine, Elaine H. Mandelbaum, Faiza J. Saeed, Gloria Santona, Hon. Harvey L. Pitt, Hon. J. Travis Laster, Jeanette M. Franzel, John W. White, Keir D. Gumbs, Keith F. Higgins, Krystal Berrini, Lawrence A. Hamermesh, Lewis J. Liman, Lillian Brown, Linda Chatman Thomsen, Linda E. Rappaport, Martin P. Dunn, Meredith B. Cross, Michael R. Young, Richard H. Walker, Stephen L. Brown, Thomas A. Cole
Recorded on: Feb. 10, 2015
PLI Program #: 59271

Alan L. Beller is a preeminent legal advisor and recognized thought leader regarding securities law, capital markets and corporate governance.

He currently serves in leadership oversight roles for organizations dedicated to long-term quality and stability of capital markets and the best interests of investors and issuers.

Notably, he is 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.

—Member of the Sustainability Accounting Standards Board, which is developing industry-specific sustainability accounting standards that help public companies disclose materials and provide useful information to investors.

He is also a member of the Board of Directors and the Audit and Risk Committees of The Travelers Companies, Inc., a Dow Jones company.

Alan was the Director of the Division of Corporation Finance of the U.S. Securities and Exchange Commission and a Senior Counselor to the Commission from January 2002 until February 2006. During his four-year tenure, he led the Division in producing the most far-reaching corporate governance, financial disclosure and securities offering reforms in SEC 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.

During his more than 30 years of experience in private practice with Cleary Gottlieb, Alan has represented companies, independent directors and audit committees in complex corporate governance, securities, corporate, and accounting and auditing matters. He has lectured and written extensively on these and other topics.


Colleen P. Mahoney, a partner in Skadden’s Washington, D.C. office, heads the firm’s Securi­ties Enforcement and Compliance practice, and regularly represents financial services firms, corporations, their boards, board committees, officers, directors and employees in Securities and Exchange Commission (SEC) and other law enforcement investigations.

Ms. Mahoney assists management and boards of directors performing internal investigations, often advising clients on preventive and remedial measures before and after securities-related issues arise.

Ms. Mahoney has been the lead attorney representing many of the company boards and individuals embroiled in signature SEC investigations. Her clients have included many well-known U.S. and foreign companies. As is frequently the case with SEC enforcement matters, the biggest victories are the ones that never become public — the government investigations and inquiries that are put to rest before charges are filed or an indictment is issued, or even before a public disclosure of the government interest. Ms. Mahoney has succeeded in bring­ing a number of matters to a close in those circumstances.

Prior to joining Skadden, Ms. Mahoney spent 15 years in increasingly senior positions with the SEC, serving as acting general counsel of the agency and as deputy director of the division of enforcement. During her tenure at the SEC, Ms. Mahoney helped manage a civil law enforcement program that addressed a wide range of issues, including financial fraud and disclosure, asset management issues, derivatives and insider trading.

Ms. Mahoney frequently lectures on securities regulatory and enforcement issues at seminars and conferences in the United States and abroad.

Ms. Mahoney has been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business, The International Who’s Who of Corporate Governance Lawyers, Lawdragon 500 Leading Lawyers in America and The Best Lawyers in America. She was named one of Law360’s “25 Most Influential Women in Securities Law” in 2016. Since 2012, she has been recognized as one of Benchmark Litigation’s “Top 250 Women in Litigation” and she also was named to the shortlist of the nation’s top women regulatory lawyers by Chambers USA (2012). Additionally, Ms. Mahoney was included in Washingtonian Magazine’s 2013 “Best Lawyers” list.

Selected Publications

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

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

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

Selected Publications

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

“SEC Enforcement in the Second Term of the Obama Administration,” The Harvard Law School Forum on Corporate Governance and Financial Regulation, February 14, 2013??“SEC Announces First Non-Prosecution Agreement in an FCPA Matter,” Harvard Law School Forum on Corporate Governance and Financial Regulation, May 11, 2013

Education

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

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

Bar Admissions

District of Columbia

Government Service

Acting General Counsel, Securities and Exchange Commission (1998)

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

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

Experience

Lecturer, Practising Law Institute


Daniel J. Ryterband is Chief Executive Officer of Frederic W. Cook & Co., where he consults to organizations on all aspects of executive compensation strategy and design, including tax, accounting, and securities law implications, as well as matters of corporate governance.  

Dan has 26 years of consulting experience and his clients include U.S. and overseas multinationals in a variety of industries, as well as smaller start-up organizations.  Representative clients include Automatic Data Processing, Ameriprise Financial, Best Buy, Campbell Soup, Citigroup, Clorox, Colgate-Palmolive, Danaher, GE, IBM, Macy’s, Merck, MillerCoors, Office Depot, PepsiCo, Sprint, Thomson Reuters, and Travelers.  Dan also works with smaller companies and private equity financed companies in a variety of industries.  Dan has extensive experience in working with Board Compensation Committees and generally attends or participates in over 100 Committee and/or Board meetings annually. 

He is a frequent writer and speaker on emerging issues in the field.  He has spoken at numerous conferences including those held by the Conference Board, the Harvard Business School, the National Association of Stock Plan Professionals, the American Society of Corporate Secretaries, the American Bar Association, the Practicing Law Institute, Northwestern University’s Kellogg School, WorldatWork, the Association of Executive Search Consultants, Financial Executives International, and other related trade and educational organizations.

Dan has been a guest speaker in the graduate programs at the Harvard Business School, the Leonard N. Stern School of Business at New York University, and Fordham Law School.  He is also a past member of the teaching faculty at WorldatWork, in which he taught courses on executive compensation to industry professionals.  Dan has also been a presenter at the Conference Board’s Directors’ Institute, which provides intensive interactive educational sessions for corporate directors on executive compensation and other governance issues, as well as other Conference Board educational programs. Most recently, Dan served as an advisor to the Conference Board’s Task Force on Executive Compensation.  He also served as a special advisor to the New York Stock Exchange in shaping the shareholder approval rules applicable to equity compensation plans.  He also served as a Commissioner on the National Association of Corporate Directors’ Blue Ribbon Panel on the role of the Compensation Committee.  

He is a graduate of Rutgers University (BS, environmental business economics) and New York University’s Leonard N. Stern School of Business (MBA, finance and management).   He is also a certified employee benefit specialist (CEBS) and a Certified Executive Compensation Professional (CECP).

Consulting Services

• Compensation Committee Advisor
• Total Compensation Reviews
• Strategic Incentives
• Specific Plan Reviews
• Competitive Comparisons
• Ownership Programs
• Director Compensation
• Executive Recruitment/Retention
• Severance Packages
• Equity Incentives
• Regulatory Services
• Private Companies/Pre-IPO
• Restructurings
• Shareowner Voting Issues
• Corporate Governance


ELAINE MANDELBAUM is Managing Director and General Counsel of Litigation and Regulatory Enforcement of Citigroup’s Institutional Clients Group (ICG).  Her group is responsible for all litigation, arbitrations, internal investigations and regulatory inquiries and related investigations, sweeps and enforcement proceedings for Citigroup’s institutional businesses, including corporate and investment banking, sales and trading, capital markets origination, securities services, trade and treasury services and private banking.  Elaine also is a member of the Global ICG Legal Management Committee.

Prior to starting at Citigroup in 1997, Ms. Mandelbaum was a litigation attorney at the New York office of Jones, Day, Reavis & Pogue, and previously at Paul, Weiss, Rifkind, Wharton & Garrison.  She is Treasurer of the SIFMA Compliance & Legal Society Executive Committee, and was Chair of SIFMA C&L’s 2015 Annual Seminar, having previously served as co-chair of the Seminar for several years.  She was recently elected to a three year term as a member of the FINRA National Adjudicatory Council.  Elaine is on the Board of Directors of the Legal Action Center, and is a recipient of the 2015 “Woman Who Dared” Award from the National Council of Jewish Women.

Elaine is a frequent speaker on topics relating to complex securities litigation, corporate governance, internal and regulatory investigations and issues relating to women in the securities industry.  She is an honors graduate of Yale College and of Harvard Law School.


Faiza J. Saeed is the Firm’s Deputy Presiding Partner and will assume the role of Presiding Partner on January 1, 2017.  She advises public companies, boards of directors and special committees in connection with M&A, corporate governance and crisis management, including consensual and hostile transactions, leveraged buyouts, strategic investments, takeover defense, proxy contests and hedge fund activism.  Her clients have included Bacardi, DreamWorks Animation, Morgan Stanley, Starbucks and Time Warner.

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

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

  • Time Warner in numerous matters, including its investment in Hulu, the unsolicited proposal from 21st Century Fox (which was withdrawn), its defense against Carl Icahn, its divestiture of Time Warner Telecom and its merger with AOL;
  • Precision Castparts in its $37 billion acquisition by Berkshire Hathaway;
  • The Strategic Review Committee of the Board of Directors of Yahoo in the pending $4.8 billion acquisition of Yahoo’s operating business by Verizon;
  • InterMune in its $8.9 billion acquisition by Roche;
  • DreamWorks Animation in its pending $4.1 billion acquisition by Comcast, its acquisition of Classic Media, the formation of Oriental DreamWorks with China Media Capital and Shanghai Media, and its spin-off IPO from DreamWorks;
  • Morgan Stanley’s board during the financial crisis, including the $9 billion investment by Mitsubishi UFJ;
  • Vivendi in its $46 billion merger with Seagram and in numerous follow-on acquisitions and investments, including USA Networks, MP3.com, Houghton Mifflin and EchoStar;
  • Sapient in its $3.7 billion acquisition by Publicis;
  • Terra Industries in its defense against a hostile bid from CF Industries (which was withdrawn), its $4.6 billion proposed sale to Yara and $5.2 billion topping bid by CF Industries;
  • Pentair in its $10 billion inversion/Reverse Morris Trust merger with Tyco Flow;
  • Williams in its $9.4 billion interloper bid for Southern Union;
  • Lycos in its $12 billion merger with Telefonica’s Terra Networks;
  • Starbucks in its acquisition of Teavana, its commercial arrangement with Oprah Winfrey and its investment in Square;
  • Amblin Partners and Steven Spielberg in the formation of Amblin with Participant Media, Reliance Entertainment and Entertainment One, and in the original formation of the studio with Reliance;
  • DreamWorks SKG from its formation to its $1.6 billion sale to Paramount Pictures;
  • The family of Charles Schulz in buying “Peanuts” from Scripps;
  • Viacom in a joint venture with RealNetworks to create Rhapsody America, and in the acquisition by Rhapsody of Napster;
  • The independent directors of KKR in KKR’s $2.6 billion acquisition of KKR Financial Holdings;
  • Kraft Foods in its $2.6 billion Reverse Morris Trust divestiture of Post cereals to Ralcorp, and in its negotiations with Nelson Peltz;
  • CSX in its proxy contest with TCI and 3G Capital;
  • Rexam in its $2.1 billion acquisition of American National Can;
  • Seat Pagine Gialle in its interloper bid for NetCreations;
  • WuXi in its proposed $1.6 billion merger with Charles River;
  • TKT in its contested $1.6 billion merger with Shire; and
  • Lundbeck in its acquisitions of Chelsea Therapeutics and Synaptic Pharmaceuticals.

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

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

Ms. Saeed was born in Walnut Creek, California.  She received a B.A. in Economics and Molecular Biology with Highest Distinction from the University of California at Berkeley in 1987, where she was elected to Phi Beta Kappa, and a J.D. magna cum laude from Harvard Law School in 1991.  She joined Cravath in 1991 and was elected a partner in 1998.  From January 2013 to July 2016, Ms. Saeed served as Co-Head of the Firm’s Mergers and Acquisitions practice. 

Ms. Saeed may be reached by phone at +1-212-474-1454 or by email at fsaeed@cravath.com.


Gloria Santona is the chief legal officer of McDonald’s Corporation, the world’s leading global foodservice retailer with more than 35,000 restaurants in 120 countries.  In this role, she leads McDonald’s worldwide legal, compliance, regulatory and corporate governance functions.  As part of McDonald’s senior leadership team, Ms. Santona is also actively involved in the company’s strategic direction and growth.

Ms. Santona received a Bachelor of Science degree from Michigan State University and a Juris Doctorate, cum laude, from the University of Michigan Law School.  She joined McDonald’s as an attorney shortly after her graduation from law school and subsequently held a number of management positions in the legal department.  She became the company’s corporate secretary in 1996 and its U.S. general counsel in 1999, and has served as corporate general counsel since 2001.

She is a member of the Board of Directors of Aon PLC, serving on its Audit and Governance Committees and is Chairman of its Compliance Committee.  In addition, Ms. Santona serves on the Board of the Constitutional Rights Foundation of Chicago.  She is a trustee of Rush University Medical Center and is Vice Chairman of its Audit Committee.  Ms. Santona is also a member of the Advisory Board of Corporate Pro Bono.  In the recent past, Ms. Santona served on Legal Services Corporation’s Pro Bono Task Force and was a member of the American Bar Association’s Commission on Women in the Profession.  She is currently a member of the Association of General Counsel, the Association of Corporate Counsel and the Leadership Council on Legal Diversity.

Ms. Santona has received numerous awards, including the Women with Vision Award from the Women’s Bar Association of Illinois, the Excellence in Corporate Practice Award from the Association of Corporate Counsel, the Women of Achievement Award from the Anti-Defamation League, the National Hispanic Woman of the Year Award from the Mexican American Opportunity Foundation, the Award for Outstanding Career Achievement from the Corporate Counsel Women of Color, the Founders’ Award from the Chicago Bar Association Alliance for Women, the Midwest Light of Human Rights Award from the National Immigrant Justice Center, the Mary V. Orozco Abriendo Caminos Award from the Latina Lawyers Bar Association, the Lucero Award from Latino Justice PRLDEF, the Sandra Day O’Connor Excellence Award from Direct Women and in 2014 was named an “Outstanding General Counsel” by the National Law Journal. In addition, Ms. Santona has been recognized as one of America’s Top General Counsel by Corporate Board Member magazine.


Harvey L. Pitt is the Chief Executive Officer of the global strategic business consulting firm, Kalorama Partners, LLC, and its law firm affiliate, Kalorama Legal Services, PLLC. Prior to founding the Kalorama firms, Mr. Pitt served as the twenty-sixth Chairman of the United States Securities and Exchange Commission. In that role, from 2001 until 2003, Mr. Pitt was responsible, among other things, for overseeing the SEC’s response to the market disruptions resulting from the terrorist attacks of 9/11, for creating the SEC’s “real time enforcement” program, and for leading the Commission’s adoption of dozens of rules in response to the corporate and accounting crises generated by the excesses of the 1990s.

For nearly a quarter century before serving as SEC Chairman, Mr. Pitt was a senior corporate partner in the international law firm, Fried, Frank LLP. He was a founding trustee and first President of the SEC Historical Society, and participates in numerous bar and continuing legal education activities to further public consideration of significant corporate and securities law issues. Mr. Pitt was an Adjunct Professor at Georgetown University Law Center (1975-84), George Washington University Law School (1974-82), University of Pennsylvania School of Law (1983-84), and Yale Law School (2007).

Former Chairman Pitt served previously with the SEC, from 1968 until 1978, including three years as SEC General Counsel (1975-78). He received a J.D. degree from St. John's University School of Law (1968), and a B.A. from City University of New York (Brooklyn College) (1965). He received an honorary LL.D. degree from St. John's University in 2002, and the Brooklyn College President’s Medal of Distinction in 2003. In 2011, he received the William O. Douglas Award for lifetime contributions to the field of securities law. In 2011, Mr. Pitt was inducted into the NACD Directorship 100 Corporate Governance Hall of Fame. In 2014, he was inducted into the Securities Enforcement Hall of Fame.

Mr. Pitt is currently a member of the Advisory Council of the Public Company Accounting Oversight Board, a not-for-profit corporation created by the Sarbanes-Oxley Act of 2002 to oversee the audits of public companies and broker-dealers. He serves as a fiduciary director of CQS (UK) LLP and CQS Investment Management Limited. Further, he is an independent fiduciary director of the international hedge funds of Paulson & Co. Inc., and a member of their Audit Committees. He is also a member of the Regulatory and Compliance Advisory Council for Millennium Capital Management, LLC as well as Balyasny Asset Management L.P. In addition, he is a senior advisor to Teneo Holdings LLC, a  global business consulting firm. He previously served for three years on the National Cathedral School’s Board of Trustees, where he was, at various times, Board Vice-Chair, Co-Chair of the Board’s Governance Committee and Chair of the Audit and Compensation Committees. Mr. Pitt previously served as a Director and member of the Audit Committee of root 9B Technologies Inc., a cybersecurity and business solutions public company. He also served as a Director of Approva Corporation, a software firm that assisted Sarbanes-Oxley compliance efforts by public companies. He previously served as a Director and Chair of the Audit and Compensation Committees of GWU Medical Faculty Associates, Inc., a §501(c)(3) corporation providing medical care to the Washington, D.C. metropolitan area.


Jeanette M. Franzel is a Board Member of the Public Company Accounting Oversight Board (PCAOB).   PCAOB’s mission is to oversee the audits of public companies and brokers and dealers to protect investors and further the public interest.

Board Member Franzel brings extensive audit experience to the PCAOB after a distinguished career at the U.S. Government Accountability Office (GAO).  She ended her tenure as Managing Director, overseeing all aspects of GAO’s financial audits of the U.S. federal government. From 2008 through 2011, Ms. Franzel’s team provided oversight of the U.S. government’s efforts to stabilize the financial markets and promote economic recovery.

Earlier in her career, Ms. Franzel audited the federal government’s actions to resolve over one thousand failed banks and savings and loan institutions.

Ms. Franzel has testified before congressional committees more than a dozen times.

Ms. Franzel holds the following professional certifications: CPA, CIA, CMA and CGFM.


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 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


LAWRENCE A. HAMERMESH is the Ruby R. Vale Professor of Corporate and Business Law at Widener Law Delaware, where he teaches business organizations, securities regulation, and professional responsibility.  A graduate of Haverford College (1973) and Yale Law School (1976), he practiced law with Morris, Nichols, Arsht & Tunnell, Wilmington, Delaware from 1976 to 1994.

Since 1995 Prof. Hamermesh has been a member of the Council of the Corporation Law Section of the Delaware State Bar Association (responsible for the annual review and modernization of the Delaware General Corporation Law), and served as Chair of the Council from 2002 to 2004. From January 2010 to June 2011, he served as senior special counsel in the Office of Chief Counsel of the Division of Corporation Finance of the U.S. Securities and Exchange Commission in Washington, D.C. (advising the Staff of the Commission on matters of state corporate law).

Prof. Hamermesh is the Reporter for the Corporate Laws Committee of the American Bar Association Section of Business Law (responsible for the drafting and revision of the Model Business Corporation Act), and served from 2001 to 2007 as an elected member of the Committee.  In 2002 and 2003 he also served as Reporter for the American Bar Association’s Task Force on Corporate Responsibility.

Recent publications include:  Director Nominations, 39 Delaware Journal of Corporate Law 117 (2014); Putting Stockholders First, Not the First-Filed Complaint (69 The Business Lawyer 1 (2013) (with Leo E. Strine, Jr. and Matthew C. Jennejohn); Who Let You Into the House?, Wisc. L. Rev. 359 (2012); Delaware Corporate Law and the Model Business Corporation Act: A Study in Symbiosis, 74 Duke J. L. and Cont. Prob. 107 (2011) (with Leo E. Strine, Jr. and Jeffrey M. Gorris); and Loyalty’s Core Demand: The Defining Role of Good Faith in Corporation Law, 98 Geo. L. J. 629 (2010) (with Leo E. Strine, Jr., R. Franklin Balotti, and Jeffrey M. Gorris).


Lillian Brown is a partner in the Transactional and Securities Departments and a member of the Corporate Practice Group. Ms. Brown advises clients, including public companies and their boards, on federal securities law compliance and corporate governance matters. She has extensive experience in SEC reporting and disclosure requirements, shareholder proposal and proxy matters, the federal securities laws relevant to control-related transactions, proxy access and shareholder activism and engagement. Ms. Brown regularly counsels public company clients on new and evolving disclosure and governance requirements and practices, including under the Dodd-Frank and JOBS Acts. Ms. Brown works with a diverse range of companies, from Fortune 500 to private companies, spanning multiple industries including financial services, technology, entertainment, consumer products, security, biotechnology and retail.

Learn more about Ms. Brown's practice and how she can support your startup on WilmerHaleLaunch.com.

Past Experience

Ms. Brown joined the firm in 2013, after having worked at the Securities and Exchange Commission (SEC) in the Division of Corporation Finance since 1999. In her time at the SEC, Ms. Brown served as Senior Special Counsel to the Director of the Division of Corporation Finance, working directly with three different Directors. In this role, she advised on significant technical and policy matters, supervised and participated in numerous rulemakings and other projects and worked closely on legislative and other intergovernmental matters. Ms. Brown played a key role in rulemaking and other implementation efforts related to the Dodd-Frank Act and the JOBS Act.

Between 2002 and 2005, Ms. Brown was a Special Counsel in the Office of Mergers and Acquisitions in the Division of Corporation Finance, and from 1999 to 2002 she was an Attorney-Advisor in Disclosure Operations in the Division of Corporation Finance.

Professional Activities

As an elected member, Ms. Brown is serving a three-year term on the DC Bar's Corporation, Finance and Securities Law Steering Committee. In addition, she serves as Vice Chair of the American Bar Association's Federal Regulation of Securities Committee Subcommittee on Proxy Statements and Business Combinations. She is also a member of the NASDAQ Hearings Panel and the Society of Corporate Secretaries and Governance Professionals.

Ms. Brown is a frequent speaker and author on corporate governance and SEC reporting and disclosure-related topics.

Community Involvement

Ms. Brown is Vice Chair of the Capitol Hill Day School Board of Trustees.

Honors & Awards

Ms. Brown is the recipient of the SEC’s 2010, 2006 and 2003 Law and Policy Award and the 2007 Paul R. Carey Award.

Practice Area

Securities

Transactional

Corporate

EDUCATION

JD, University of Southern California Gould School of Law, 1999

BA, Political, Legal and Economic Analysis, Mills College, 1994

BAR ADMISSIONS

District of Columbia

California


LINDA RAPPAPORT is a Partner at Shearman & Sterling LLP in New York City. She is a former Practice Group Leader of the Compensation, Governance & ERISA/Private Client Group as well as a founding member of the firm’s Corporate Governance Advisory Group. Her practice focuses on all aspects of executive compensation and benefits, including corporate, securities and tax laws, and related corporate governance and regulatory matters.

She has broad experience in the design and implementation of executive incentive programs, and in the negotiation and preparation of executive employment contracts and severance arrangements, with particular emphasis on the financial services and entertainment industries. Her practice also encompasses all compensation, benefits and related governance issues associated with corporate acquisitions, divestitures, public offerings, restructurings and bankruptcies.

Ms. Rappaport has a special focus on the representation of global, U.S. and non-U.S. companies and their Boards of Directors and Compensation Committees in corporate governance matters, including CEO succession, public disclosure and executive compensation. She also represents individual executives of public companies and private enterprises.

Active in lecturing, she is the author of numerous articles on a variety of corporate governance and executive compensation issues. She has been ranked Band 1 for Employee Benefits & Executive Compensation: New York in Chambers USA since 2007.

Ms. Rappaport has been a partner of the firm since 1985. She has served 3 terms as an elected member of the firm’s Policy Committee through 2014 and has been a member of the firm’s Executive Group. She is also a founding member and adviser of the firm’s Women’s Initiative For Success, Excellence and Retention (“WISER”) as well as a member of its Diversity Committee and the firm’s Hiring Partner. Before joining the firm in 1979, she was a Law Clerk to Chief Judge James S. Holden, U.S. District Court of the District of Vermont, from 1978 to 1979.


Martin Dunn is senior of counsel based in Morrison & Foerster’s Washington, D.C. office. Prior to his career in private law, Mr. Dunn spent 20 years at the U.S. Securities and Exchange Commission, having served as Chief Counsel, Deputy Director and Acting Director of the SEC’s Division of Corporation Finance, as a highly respected counselor to public companies. Mr. Dunn “is an immensely respected regulatory expert… He provides high-end securities counseling on regulatory compliance and transactional matters.” as noted in Chambers USA 2013.

In his role with the SEC, Mr. Dunn supervised the Corporation Finance Division’s Offices of Chief Counsel, Chief Accountant, Mergers and Acquisitions, International Corporate Finance, Rulemaking, Small Business and Enforcement Liaison. He oversaw many of the SEC’s most significant initiatives on disclosure, governance and capital-raising, including reforming the securities offering process, updating Rule 144, implementing the Sarbanes-Oxley Act, adopting the plain English requirements for prospectuses, implementing electronic proxy delivery, and easing exempt and registered capital formation for small businesses.

Mr. Dunn is frequently sought after to speak, write and comment on securities law topics. He is co-editor of the widely read newsletter, The Corporate Counsel a premier publication in the field. He is on the Executive Committee of the Northwestern University School of Law’s Securities Regulation Institute, a past Chair of the Northwestern University School of Law’s Ray Garrett Jr. Corporate and Securities Law Institute, and the University of Texas School of Law’s Conference on Securities Regulation and Corporate Law, and has been on the faculty of the ALI CLE’s Regulation D and Private Placements Conference for more than 20 years. Mr. Dunn also speaks frequently as a member of the faculty of the Practicing Law Institute.

Mr. Dunn is Co-Chair of the Nasdaq Listing and Hearing Review Counsel and he has been an adjunct professor at Georgetown University Law Center and the University of Maryland School of Law.


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 memberof theBoard of Governors of the Wilmer Eye Institute at Johns Hopkins.

Honors & Awards

  • Recommended in the 2016 edition of The Legal 500 United Statesfor her M&A/Corporate and Commercial: Corporate Goverance practice
  • Recognized for her exceptional securities practice in the 2006-2009, 2014, 2015 and 2016editions of Chambers USA: America's Leading Lawyers for Business
  • Selected by peers for inclusion in the 2005-2017 editions ofBest Lawyers in America for securities and capital markets law. Named by Best Lawyers as Washington DC Securities/Capital Markets "Lawyer of the Year" in 2017.
  • Named aFellow of the American College of Governance Counsel in 2015
  • Recipient of the 2014Linda Quinn Lifetime Achievement Award byTheCorporateCounsel.net
  • 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


Richard H. Walker recently retired from Deutsche Bank after over 14 years during which time he served in the roles of Vice Chairman, General Counsel and a member of the Group Executive Committee at different times.

Prior to joining Deutsche Bank, Mr. Walker served as the Director of the Division of Enforcement of the United States Securities and Exchange Commission from April 1998 to September 2001.  For over two years prior to his appointment to that position, Mr. Walker served as the Commission’s General Counsel.  Prior to his appointment as General Counsel, Mr. Walker was the Regional Director of the Commission’s Northeast Regional Office from 1991 through 1995.

Mr. Walker was awarded the Presidential Rank Distinguished Service Award in 1997 -- the highest federal award for government service.  He also received the Commission’s Distinguished Service Award in 2000 and the Chairman’s Award for Excellence under both Chairman Levitt in 2000 and Chairman Breeden in 1992.  In 1997, he was awarded the Commission’s Law and Policy Award in recognition of his participation in the government’s victory in U.S. v. O’Hagan, in which the United States Supreme Court upheld the misappropriation theory of insider trading.

Prior to joining the Commission, Mr. Walker spent fifteen years in the New York office of Cadwalader, Wickersham & Taft, where he was a litigation partner specializing in corporate, securities, and commercial litigation.  From 1975 to 1976, Mr. Walker served as law clerk to the Honorable Collins J. Seitz, former Chief Judge of the United States Court of Appeals for the Third Circuit.  Mr. Walker is a 1972 Phi Beta Kappa graduate of Trinity College.  In 1975, he was awarded his J.D. degree, cum laude, by Temple Law School, where he served as Editor-in-Chief of the Temple Law Quarterly.

Mr. Walker is a Trustee Emeritus of The American Folk Art Museum and Co-Chair of The American Friends of Bucerius Law School.


Tom Cole is a partner in Sidley’s Chicago office. He joined the firm upon graduation from The University of Chicago Law School in 1975 and became a partner in 1981. For 15 years ended in April 2013, he served as chair of the firm’s Executive Committee, the committee that exercises general authority over the affairs of the firm. In April 2014, he stepped down as a member of the Executive Committee (on which he had served since 1987) and as a member of the firm's Management Committee (on which he had served since 1988).  Throughout his tenure in firm leadership (and afterward), he has maintained a robust practice on behalf of clients.

Mr. Cole focuses his practice on public company mergers and acquisitions and corporate governance. Mr. Cole is consistently recognized by Chambers USA and Chambers Global, including in their most recent editions. In 2001, Mr. Cole was recognized by Chambers Global as one of the 26 U.S. lawyers included in its list of the “Global 100 Lawyers”—“lawyers who stand out from their colleagues and are recognized internationally.” He was designated an M&A “Dealmaker of the Year” for 2007 by The American Lawyer. He was selected for BTI Consulting’s “Client Service All-Star” team in 2008, 2011 and 2014. In 2010 and 2013, he was named to “The Directorship 100,” the NACD’s list of “the most influential people in the boardroom community.”

Corporate governance assignments have included advising public company boards and their standing and special committees on a variety of subjects, including shareholder activism and proxy contests. For the five years ended 1998 and beginning again in 2013, he has taught the seminar on corporate governance at The University of Chicago Law School. Mr. Cole taught the same seminar at Harvard Law School during the Spring Semester of 2015.

He has been involved in approximately 60 announced public company mergers, spin-offs and takeover defenses.

Mr. Cole has been active in many civic, charitable and professional organizations.  He is currently a member of the Board of Trustees of The University of Chicago.  He served as Chairman of the Boards of Northwestern Memorial Healthcare and Hospital.  He is a former co-chair of the Tulane Corporate Law Institute and former chair of Northwestern’s Garrett Corporate and Securities Law Institute.


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

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


Keith Higgins is a member of Ropes & Gray’s corporate department and chair of the securities & governance practice.  

Keith rejoined the firm in 2017, after having served as Director of Corporation Finance at the U. S. Securities & Exchange Commission since 2013.  While in that role, Keith led the Division’s implementation of significant rulemaking under the Dodd-Frank Wall Street Reform and Consumer Protection Act, Jumpstart Our Business Startups Act (JOBS Act), and Fixing America’s Surface Transportation Act (FAST Act).  He also led the Division’s Disclosure Effectiveness project and oversaw the issuance of significant interpretive guidance to companies and investors under the federal securities laws.

Prior to serving at the SEC, Keith had for more than 30 years been counseling public companies in securities offerings, mergers and acquisitions, compliance and corporate governance.  Keith advises companies, their boards, and investors on matters with the SEC, including disclosure and financial statements, no-action letters, as well as SEC enforcement actions and related internal investigations.

While in private practice, Keith was recognized by Chambers, Best Lawyers, and other publications as a leading corporate and M&A lawyer in Massachusetts and nationwide.  


Lewis Liman’s practice focuses on complex commercial litigation, securities class action lawsuits, and white-collar defense matters and investigations.

Among other matters, Mr. Liman has represented a large number of clients in federal securities class action lawsuits, including sanofi-aventis, Bank of America, Goldman Sachs, Bank of New York Mellon Corporation, IMAX, Bear Stearns, and Pall Corporation and underwriters in connection with securities offerings of other public companies. He has also represented boards of directors in shareholder derivative litigation and securities litigation, including the boards of Dow Chemical and CA , Inc. Mr. Liman has also represented numerous companies and in governmental and internal investigations. He has represented individuals in securities litigation and governmental matters or investigations, including those involving Baker-Hughes Corporation, Cardinal Health, JP Morgan Chase, Alcoa, ImClone, Safety-Kleen, Tyco, CMS Energy, Lehman Brothers, United Rentals and UBS.

In 2013, Mr. Liman successfully argued Gabelli v. SEC in the United States Supreme Court, establishing that the general federal statute of limitations applicable to governmental civil penalty claims did not incorporate a discovery rule. He has also successfully argued cases in the U.S. Courts of Appeal for the Second, Federal and the Ninth Circuits, and in the courts of New York State, and has represented amici in numerous cases on appeal.

He has been recognized as a top litigator by Chambers USA, Benchmark Litigation, The Best Lawyers in America, The Legal 500 U.S. and Law360, which named him a “Most Valuable Practitioner” in 2013. Mr. Liman is a vice president of the Federal Bar Council and chairs its Public Service Committee. He is also a director of the New York Legal Assistance Group.


Mr. Ceresney is the Director of the SEC’s Enforcement Division, which has more than 1,300 people throughout the country focused on enforcing the federal securities law.  He joined the SEC in April 2013.

Prior to joining the SEC, Mr. Ceresney served as a partner in the law firm of Debevoise & Plimpton LLP, where he was co-chair of the White Collar Group and focused on representing entities and individuals in white collar criminal and SEC investigations, complex civil litigation and internal corporate investigations.

Prior to joining Debevoise, Mr. Ceresney served as an Assistant United States Attorney in the United States Attorney’s Office for the Southern District of New York, where he was a Deputy Chief Appellate Attorney and a member of the Securities and Commodities Fraud Task Force and the Major Crimes Unit.  As a prosecutor, Mr. Ceresney handled numerous white collar criminal investigations, trial and appeals, including matters relating to securities fraud, mail and wire fraud, and money laundering.

Mr. Ceresney served as a law clerk to the Honorable Dennis Jacobs, Chief Judge of the U. S. Court of Appeals for the Second Circuit from 1997 to 1998.  He served as law clerk to the Honorable Michael Mukasey, formerly Chief Judge of the U. S. District Court for the Southern District of New York, from 1996 to 1997.

Mr. Ceresney is a graduate of Columbia College and Yale Law School.


Ms. Berrini joined CamberView Partners in October 2013. CamberView advises boards and management teams of public companies on how to succeed with their investors in the context of shareholder activism, contested merger situations, director elections, compensation matters and difficult shareholder proposals.

Before joining CamberView, Ms. Berrini led governance research, engagement, and voting activities at Wellington Management Company. In this role, she was responsible for engaging with companies on governance, environmental and social issues. Ms. Berrini was also responsible for proxy voting policy development and execution of voting across the firm’s global equity portfolio. She partnered with Wellington’s analysts and portfolio managers, serving as a thought leader on corporate governance issues and strategic governance engagements. Prior to Wellington, Ms. Berrini was with Tapestry Networks, where she worked with Fortune® 500 directors to develop governance best practices through network-based collaboration. Previously, she was a Principal on the governance team of State Street Global Advisors (SSgA). She holds a B.S. in Finance from the Carroll School of Management at Boston College.


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 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.


Douglas Maine is a Limited Partner and Senior Advisor for Brown Brothers Harriman (BBH), a 200 year old investment bank.  In this role, he primarily works with the BBH Private Equity and Corporate Advisory units and serves on the Board of Directors for three BBHCP portfolio companies.  Additionally, he is a Director, Chairman of the Audit Committee and a member of the P&C Committee for aerospace and defense company Orbital-ATK Inc.  He is a Director, Chairman of the Audit Committee and a member of the N&G Committee for software company BroadSoft, Inc. He is a Director and member of the Audit and N&G Committees for specialty chemical company Albemarle, Inc.  Among several non-profit Boards where Maine is a Director, he serves on the PCAOB - Standing Advisory Group.  Maine is retired from IBM where he served as Chief Financial Officer and held other senior level executive positions from 1998 - 2005.  Prior to IBM he was with MCI (now merged with Verizon) for twenty years, serving as Chief Financial Officer from 1991 - 1998.


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.  John was selected in 2014 and 2015 by the National Association of Corporate Directors (NACD) as one of 100 “most influential people in the boardroom and corporate governance community”.


Stephen L. Brown serves as Senior Director of Corporate Governance and Associate General Counsel for TIAA-CREF, a full-service financial services group of companies with over $500 billion assets under management.

On behalf of the boards of the TIAA-CREF group of companies, Mr. Brown and his colleagues in the Corporate Governance Group work to enhance the governance of companies held within TIAA-CREF’s investment portfolios with the objective of increasing shareholder value and improving long term performance of targeted companies. Additionally, Mr. Brown advises management and the boards of the TIAA-CREF group of companies on internal corporate governance matters.

For the last two years Mr. Brown has been named by the National Association of Corporate Directors as one of the 100 most influential people in corporate governance and the boardroom. In 2009, Mr. Brown was named as one of 10 global Rising Stars of Corporate Governance by the Yale School of Management’s Millstein Center for Corporate Governance and Performance.

Prior to joining TIAA-CREF, Mr. Brown practiced corporate and securities law with Wilmer, Cutler, Pickering, Hale and Dorr, LLP and Skadden, Arps, Slate, Meagher and Flom, LLP in New York City. At both firms, Mr. Brown represented industrial companies, investment advisers, hedge funds, private equity funds, and mutual fund complexes. Additionally, he represented Fortune 500 corporations, boards of directors and executives in a variety of securities enforcement matters and corporate internal investigations. Prior to practicing law, Mr. Brown was a financial analyst with Goldman Sachs.

Mr. Brown is an adjunct professor at Yale University and City College of New York. Mr. Brown’s pro bono practice has included advising several education related public entities and economic development organizations. He has served on the boards of the Englewood, N.J. public schools, Queens Economic Development Corporation, Harlem Renaissance Economic Development Corporation and the Public Interest Law Foundation at Columbia University Law School. Mr. Brown received his B.A. from Yale University and his J.D. from Columbia University Law School where he was a Harlan Fiske Stone Scholar and an Olin Law & Economics Junior Fellow.


J. Travis Laster is a Vice Chancellor on the Court of Chancery of the State of Delaware. He received his A.B summa cum laude from Princeton University and his J.D. and M.A. from the University of Virginia, where he served on the Virginia Law Review, was a member of the Order of the Coif, and received the Law School Alumni Association Award for Academic Excellence. Prior to his appointment, he was one of the founding partners of Abrams & Laster LLP. While in private practice, he specialized in litigation involving Delaware corporations and other business entities, and advising on transactional matters carrying a significant risk of litigation. He also wrote and spoke frequently on aspects of business law. Before forming Abrams & Laster, he was a director of Richards, Layton & Finger P.A. Before joining Richards Layton & Finger, he clerked for the Honorable Jane R. Roth of the United States Court of Appeals for the Third Circuit. He is a member of the American Bar Association, Delaware State Bar Association, and the Rodney Inn of Court.


Ms. Thomsen, who was the first woman to serve as the Director of the Division of Enforcement at the Securities and Exchange Commission, is a partner in Davis Polk’s Litigation Department and practices in the Washington DC office. Her practice concentrates in matters related to the enforcement of the federal securities laws. She has represented clients in SEC enforcement investigations and inquiries, in enforcement matters before other agencies, including the Department of Justice (various U.S. Attorneys Offices) and the Commodities Futures Trading Commission, in investigations and inquiries from self-regulatory agencies, including FINRA, and in internal investigations. These matters, which are typically non-public, have covered a broad range of securities related subject matters, including insider trading, foreign corrupt practices, financial reporting, manipulation and regulatory compliance. Her clients have included major financial institutions, regulated entities, public companies and senior executives.

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

She is a graduate of Smith College (A.B. ’76, Government (High Honors)) and Harvard Law School (J.D. ’79).