Counsel, SEC Reporting and Compliance; Mergers and Acquisitions; Corporate Governance, Skadden, Arps, Slate, Meagher & Flom LLP
Ryan Adams is part of the firm’s SEC Reporting and Compliance Group and focuses his practice on securities regulation, corporate transactions, mergers and acquisitions, and corporate governance.
Prior to joining Skadden, Mr. Adams was an attorney in the U.S. Securities and Exchange Commission’s Division of Corporation Finance. He most recently served in the division’s Office of Chief Counsel, where he gained extensive experience in a variety of issues arising under the Securities Act of 1933 and the Securities Exchange Act of 1934. In this role, Mr. Adams regularly provided interpretative advice and guidance regarding the federal securities laws to registrants, outside counsel and staff attorneys at the SEC. Mr. Adams also served as a member of the Rule 14a-8 Shareholder Proposal Taskforce in the Office of Chief Counsel for three consecutive proxy seasons, where he most recently acted as a co-manager. Prior to his work in the Office of Chief Counsel, Mr. Adams was in the division’s Office of Transportation and Leisure, where he worked on transactional and securities compliance matters relating to the Securities Act of 1933 and the Securities Exchange Act of 1934, including IPO and business combination registration statements, proxy and information statements, periodic and current reports, and confidential treatment requests.
While in law school, Mr. Adams spent a semester as an intern in the St. John’s Securities Arbitration Clinic, where he represented underserved investors in securities arbitration claims before the Financial Industry Regulatory Authority. He also spent a summer as an intern for the United States Attorney’s Office for the Eastern District of New York, and a semester as an intern for a United States District Court Judge for the Eastern District of New York.
Partner, Sidley Austin
Sonia Barros is a partner in the firm’s Capital Markets group and chairs the group’s Public Company Advisory subgroup focused on advising clients in corporate disclosures and governance matters. Formerly the Chief Corporate Governance Counsel in the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC), Sonia was the Division’s senior advisor on corporate governance policy and disclosures. Prior to that, Sonia served as the Assistant Director in the SEC’s Office of Real Estate and Commodities, where she had oversight authority for thousands of transactions and reviews of corporate disclosures, including financial statements, under the Securities Act of 1933 and the Securities Exchange Act of 1934. Sonia brings extensive experience in advising public companies on SEC disclosures and compliance, corporate governance and capital markets transactions. Her experience includes a number of leadership roles at the SEC over 17 years and nearly a decade in the private sector.
Sonia’s other roles during her tenure with the SEC included Legal Office Chief of the Division’s Office of Risk and Strategy (originally the Disclosure Standards Office), where Sonia was part of the leadership team that built the office from the ground up and completed evaluations and assessments of the Division’s filing review outcomes. Sonia also served as Special Counsel, Attorney-Advisor for the Office of Health Care and Insurance, and in the Office of Chief Counsel’s Shareholder Proposal Task Force.
Sonia’s private sector experience prior to the SEC included practicing at two global law firms where Sonia managed securities filings and corporate transactions and advised Fortune 500 and middle market public companies on corporate disclosures and governance issues. Prior to law school, Sonia practiced as a CPA in the audit practice at one of the Big Four accounting firms.
Mark Borges is a principal with Compensia, Inc., a management consulting firm providing executive compensation advisory services to compensation committees and senior management of knowledge-based companies. From April 2003 until September 2007, he was a principal for Mercer in the firm’s Washington Resource Group in Washington, DC. Previously, Mr. Borges was a Special Counsel in the Office of Rulemaking, Division of Corporation Finance with the United States Securities and Exchange Commission. Before that, he was General Counsel for ShareData, Inc. Mr. Borges practiced law with the firms of Ware & Freidenrich (now DLA Piper) from 1987 to 1992 and Pillsbury, Madison & Sutro (now Pillsbury Winthrop) from 1982 to 1987. From 1981 to 1982, he served as law clerk to the Honorable Marion T. Bennett of the United States Court of Claims in Washington, DC.
Mr. Borges is the author of SEC Executive Compensation Disclosure Rules, first published in June 2008 by the American Bar Association, and a co-author of the Lynn, Borges & Romanek Executive Compensation Disclosure Treatise and Reporting Guide. He is also an Adjunct Professor at the Georgetown University Law Center, teaching a course of the securities law aspects of executive compensation.
A California native, Mr. Borges graduated from Humboldt State University in 1976. He received his J.D. from Santa Clara University in 1979 and an L.L.M. in Taxation from New York University in 1981. He is a member of the American Bar Association.
Partner, Skadden, Arps, Slate, Meagher & Flom LLP
Brian V. Breheny is a partner and leads the SEC Reporting and Compliance practice for Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates in Washington, DC. He concentrates his practice in the areas of mergers and acquisitions, corporate governance, and general corporate and securities matters and advises numerous clients on a full range of SEC reporting, compliance and corporate governance matters, including advising clients on compliance with the provisions of the Dodd-Frank Act, the SEC’s tender offer rules and regulations, and the federal proxy rules.
Mr. Breheny is a member of Skadden’s Policy Committee, which is the firm’s highest governing body, and also serves as co-chair of Skadden’s global Diversity Committee.
Prior to joining Skadden in 2010, Mr. Breheny held a number of leadership positions in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. He began as Chief of the SEC’s Office of Mergers and Acquisitions in July 2003, and in November 2007 he became Deputy Director, Legal and Regulatory Policy.
In his position as Chief of the Office of Mergers and Acquisitions, Mr. Breheny oversaw the legal and technical aspects of the administration of the Securities Act of 1933 as it related to tender offers and mergers; the proxy, beneficial ownership reporting, tender offer and going-private provisions of the Securities Exchange Act of 1934; and the rules, regulations, forms and procedures promulgated to implement these statutory provisions. As Deputy Director, he was a member of the senior staff of the commission with responsibility for the division’s legal and regulatory policy support offices (chief counsel, chief accountant, mergers and acquisitions, international corporate finance, rulemaking, small business policy and enforcement liaison).
Before joining the SEC, Mr. Breheny worked at another international law firm in its New York and London offices. During his previous seven years in private practice, he advised clients engaged in a broad range of merger and acquisition transactions, securities issuances, private equity investments, banking and public financings, fund formations and corporate reorganizations. Mr. Breheny began his career as a Certified Public Accountant with KPMG LLP.
Mr. Breheny has served as a member of the board of directors of the Society for Corporate Governance, currently serves as chair of the Society’s diversity taskforce and has repeatedly been recognized by the National Association of Corporate Directors as part of its Directorship 100, a list of the most influential people in and around the boardroom. He has lectured extensively on topics such as mergers and acquisitions, corporate governance and the federal proxy rules, and shareholder voting. Mr. Breheny also has served as an adjunct securities law faculty member at the Georgetown University Law Center and Howard University School of Law.
Owner & President, Soundboard Governance LLC
Fellow, Rutgers Center for Corporate Law and Governance
Douglas K. Chia is President of Soundboard Governance LLC and Fellow at the Rutgers Center for Corporate Law and Governance.
Mr. Chia was previously Executive Director of The Conference Board ESG Center and continues to contribute to The Conference Board as an ESG Center Fellow. He is also an Adjunct Professor at Fordham University School of Law, Fellow at The Aspen Institute Business & Society Program, Advisor to Foresight BoardOps, and Advisory Board Member of the ESG Professionals Network and PracticalESG.com.
Before joining The Conference Board, Mr. Chia served as Assistant General Counsel and Corporate Secretary of Johnson & Johnson. Previously, he served as Assistant General Counsel, Corporate of Tyco International and practiced law at the global firms Simpson Thacher & Bartlett and Clifford Chance in New York and Hong Kong.
Mr. Chia has held a number of central leadership positions in the corporate governance field, including Chair of the Board of the Society for Corporate Governance, President of the Stockholder Relations Society of New York, and member of the New York Stock Exchange Corporate Governance Commission. He is currently a member of the Corporate Laws Committee of the American Bar Association, American Law Institute, National Asian Pacific American Bar Association, and Ascend Pan-Asian Leaders. Mr. Chia has received numerous awards and recognitions in corporate governance and has frequently appeared in the news media, including CNN, NPR Marketplace, The Wall Street Journal, Financial Times, Fortune, and The New Yorker.
Mr. Chia received an A.B. degree from Dartmouth College and a J.D. degree from the Georgetown University Law Center. Mr. Chia is a Trustee and Vice President for Governance of the Historical Society of Princeton and member of the Dartmouth College Fund Committee. He lives with his family in Princeton, New Jersey.
Partner, Davis Polk & Wardwell
Ning Chiu is a Partner in the Capital Markets Group at Davis Polk & Wardwell, where she counsels companies and their boards of directors on corporate governance, securities regulation and emerging trends. For over 20 years, she has advised companies of all stages and sizes on a range of matters involving their boards, including on matters of director independence, board and committee composition and structure, board policies and practices, board evaluations and succession planning, securities regulation, proxy disclosure, listing standards, stakeholder relations, shareholder proposals, shareholder engagement, shareholder activism in all forms, proxy advisory services and ESG matters.
She counsels clients on emerging trends and developments and responding to evolving best practices. Ning is a frequent speaker and author on governance issues and is active in the corporate governance community. Her clients include AIG, Charles River Laboratories, Comcast, ExxonMobil, FedEx, Marsh McLennan, Mastercard, McDonald’s, McKesson, S&P Global and Stanley Black & Decker.
Meredith Cross is a partner in the Transactional and Securities Departments and a member of the Corporate Practice. Ms. Cross rejoined the firm in 2013, after having served as Director of the Division of Corporation Finance of the US Securities and Exchange Commission 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.
Ms. Cross’s practice is primarily focused on advising public companies and underwriters 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 serves as issuer’s counsel and underwriters’ counsel in public and private offerings of debt and equity securities.
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.
Managing Director, FW Cook
Bindu Culas has over 15 years of experience advising clients on the US and international legal, tax and regulatory aspects of designing and structuring equity incentive programs, employment agreement, and severance and change-of control plans. Bindu has worked with both domestic and foreign publicly traded and privately held companies as well as pre-IPO companies.
Before joining FW Cook, Bindu was a partner and the Head of Executive Compensation at Linklaters LLP, an international law firm. Prior to that she was an attorney in the corporate and executive compensation departments at Sullivan & Cromwell LLP. Bindu writes and speaks frequently at regional and national ABA, NASPP and PLI events.
Partner, Weil Gotshal & Manges
Howard Dicker is a partner in the New York office of Weil, Gotshal & Manges LLP and is Head of the Firm’s Public Company Advisory Group. Howard advises numerous companies regarding securities law issues, disclosure and compliance matters as well as on executive compensation and corporate governance. He has a diverse corporate practice, including mergers and acquisitions, proxy fights, financings, IPOs and securities offerings, SPACs, private equity investments, and restructurings.
Howard is also active in various bar associations and organizations and speaks and writes on a variety of topics in corporate and securities law. He is a former Chair of the Subcommittee on Employee Benefits, Executive Compensation and Section 16 of the Committee on Federal Regulation of Securities, Section of Business Law, American Bar Association. He is also a former Chair of the Securities Regulation Committee of the Business Law Section of the New York State Bar Association. Howard is a member of the Advisory Committee to the NY Chapter of the Society for Corporate Governance. He is a frequent contributor to Weil’s Governance & Securities Watch.
Prior to joining Weil, Howard was an auditor and tax consultant at Price Waterhouse in New York. There, he focused on broker-dealers in securities and commodities. He is licensed as a certified public accountant.
Howard Dicker is recognized as a leading lawyer for Securities: Regulation: Advisory by Chambers USA, where clients note he is “extremely knowledgeable.” He is recognized as a “Leading Lawyer” for Corporate Governance by Legal 500 US, where he is described as “exceptional” with “extraordinary depth of knowledge and the ability to get to the heart of an issue.” Howard is also recommended for Securities & Corporate Finance by Super Lawyers.
Education: Howard received his J.D., with honors, from The George Washington University School of Law, his M.S. in accounting from the State University of New York at Albany, and his B.S. in finance and accounting from the Wharton School of the University of Pennsylvania.
MANAGING EDITOR, TheCorporateCounsel.net, CompensationStandards.com, DealLawyers.com, The Corporate Counsel Newsletter, The Corporate Executive newsletter, PracticalESG.com
Liz Dunshee is Managing Editor of TheCorporateCounsel.net, CompensationStandards.com and DealLawyers.com, as well as The Corporate Counsel, The Corporate Executive and Deal Lawyers print newsletters. Prior to joining TheCorporateCounsel.net, Liz was a Partner at Fredrikson & Byron in Minneapolis, where she counseled public companies on investor communications and engagement, SEC and exchange-based disclosure requirements, listing standards, trading policies and plans, and employee compliance training.
Drawing on her background as a law firm partner who was in the trenches with clients from a wide range of sizes, life-cycle stages & industries, Liz translates the latest developments in securities laws, disclosure practices and corporate governance & executive pay trends into straight talk that advisors can use. Liz deeply values connections with our members. She loves providing resources, events and profile-raising opportunities to advance their performance & careers. As a former leader of firm practice groups, talent development and knowledge management initiatives, Liz spends much of her spare time speculating about efficiency and the future of professional services.
Liz is also a Chapter Officer for the Twin Cities Chapter of the Society for Corporate Governance and co-chaired the American Bar Association’s task force on director misconduct. During law school, she interned for the Honorable Randy Holland of the Delaware Supreme Court. Liz is a frequent author and speaker on securities and corporate law topics, with articles appearing in publications such as Business Law Today, The Corporate Board and The Corporate Governance Advisor.
Partner, Hogan Lovells
Senior Editor, Section16.net
Alan Dye’s practice is focused on advising public companies and their boards of directors regarding compliance with the federal securities laws, particularly SEC reporting requirements, annual meeting and proxy-related issues, executive compensation disclosures, and insider trading restrictions. Alan also counsels public companies on corporate governance practices, compliance with the listing standards of the national stock exchanges, and state fiduciary duty law. He also regularly advises clients regarding beneficial ownership reporting requirements, and he assists clients in developing strategies for defending against claims arising under the insider reporting and short-swing profit provisions of the securities laws.
Following law school, Alan was appointed to serve as a law clerk for The Honorable Ellsworth A. Van Graafeiland of the U.S. Court of Appeals for the Second Circuit. Upon completing his clerkship in 1979, he entered private practice in Atlanta, where he was engaged primarily in securities and other commercial litigation. In 1982, Alan joined the staff of the Securities and Exchange Commission, where he served for two years in the Division of Corporation Finance and then for two years as special counsel to the Chairman of the agency. He left the commission to join Hogan & Hartson in 1986.
Alan is a frequent lecturer at professional seminars and is a former adjunct professor at the Georgetown University Law Center. Alan is an active member of the American Bar Association and formerly chaired the Administrative Law Section’s Committee on Securities Commodities and Exchanges. He also serves on the Financial Industry Regulatory Authority’s National Adjudicatory Council, which is FINRA’s appellate adjudicatory body for professional disciplinary matters and other adjudicated matters. He has written extensively on various issues under the federal securities laws, including his co-authorship (with Hogan Lovells partner Peter J. Romeo) of the Section 16 Treatise and Reporting Guide (Executive Press), the Section 16 Deskbook (Executive Press) and the Section 16 Forms and Filings Handbook (Executive Press). Alan also moderates a discussion forum on Section16.net, a website devoted to developments under and compliance with Section 16 of the Securities Exchange Act of 1934. Alan Dye and Peter Romeo are characterized in Chambers USA 2010 as “world experts on Section 16 of the Securities Exchange Act.” They are among a group of only 10 securities lawyers in the U.S. highlighted in Chambers USA 2010 for their advisory work.
Managing Director, BlackRock
Michelle Edkins is a Managing Director in BlackRock’s Investment Stewardship team of 70 specialists covering the Americas; Europe, the Middle East and Africa; and Asia-Pacific. The team engages companies and others in the investment stewardship ecosystem to promote the governance and business practices aligned with long-term value creation by the companies in which BlackRock invests on behalf of clients. Michelle is responsible globally for institutional relations, policy on investment stewardship issues, and communications related to BlackRock’s investment stewardship perspectives and activities. She also serves on the firm’s Global Operating and Government Relations Steering Committees. She is an alumna of BlackRock’s Women’s Leadership Forum, Enterprise Leadership Program and Human Capital Committee.
Michelle is an active participant in the public corporate governance debate and regularly speaks and writes on the importance of good stewardship for company performance. She was named in the NACD (the US National Association of Corporate Directors) Directorship 100 Governance Professionals list for the past seven years. She is Chair of the International Institute for Sustainable Development, a former Chair of the International Corporate Governance Network and an Aspen Institute First Movers’ Fellow. She currently serves on a number of industry initiatives to enhance governance and sustainable business practices including the US chapter of the 30% Club, a market initiative to increase the number of women on boards and in senior management, and the Sustainability Accounting Standards Board (SASB) Investor Advisory Group.
Prior to joining BlackRock in 2009, Michelle was Managing Director at Governance for Owners, an independent partnership offering products that support responsible long-term share ownership. She started her corporate governance career in the UK in 1997 at Hermes Pensions Management, where she spent eight years, initially as the head of the corporate governance team and thereafter as Director of Institutional Relations. An economist by training, Michelle has also worked for New Zealand’s Reserve Bank and the British High Commission in Wellington. She lives in New York with her husband and two children.
Partner, Ropes & Gray
Renata Ferrari is a partner in the Ropes & Gray tax & benefits department in Boston and the head of the firm’s executive compensation practice group. She advises clients on executive compensation, equity-based and other incentives, deferred compensation, severance plans and other compensatory and benefits arrangements.
Renata also advises on the application of securities and tax laws to executives and employers and corporate governance matters. Her practice also includes a focus on compensation and benefits-related issues arising in the context of mergers and acquisitions and other corporate transactions.
Julia represents public technology and biotech companies in a variety of transactional matters with an emphasis on initial public offerings and follow-on offerings in equity and convertible debt, including 144A offerings. Representative issuer-side IPOs include Arcutis Biotherapeutics, Loxo Oncology, Morphic Holding, Stoke Therapeutics and Workday. She also represents public companies in SEC regulatory compliance and corporate governance matters.
While attending law school, Julia was a member of the Chicago Journal of International Law and received the Joseph Henry Beale Prize for legal writing.
Global Co-chair, Latham & Watkins, ESG Practice
Sarah E. Fortt is a Partner at Latham & Watkins and Global Co-Chair of the firm’s ESG practice. Before joining Latham, Sarah was the mind behind the creation of one of the first cross-functional ESG groups at a U.S.-based global law firm, where she also served as the firm’s dedicated corporate governance expert.
Sarah is a key thought leader in U.S. corporate governance and on matters regarding environmental and social corporate risks and opportunities, including those relating to climate change, human rights and corporate culture. She regularly helps clients create consistent, effective and meaningful stakeholder communications (both required and voluntary). Sarah has worked with companies across multiple industries in times of calm and in times of crisis, as well as during key strategic transactions.
Sarah has created a unique perspective on and approach to corporate cultural wellness that connects an in-depth understanding of leadership, governance, the ethics and compliance functions, employee incentives and initiatives, and corporate risk and crisis management. She has a sophisticated understanding of incentive structures and how they function across various levels of an organization given an organization’s strategies, goals and “sacred cows.”
Partner, Skadden, Arps, Slate, Meagher & Flom LLP
Prior to joining Skadden, Ms. Fox held a number of leadership positions at the U.S. Securities and Exchange Commission (SEC) over the past decade, including serving as the director of the Office of International Affairs, senior adviser to Chairman Jay Clayton and senior special counsel to two directors in the Division of Corporation Finance. She also spent time working in the Office of Rulemaking and Office of Capital Markets Trends.
While at the SEC, Ms. Fox oversaw the agency’s participation in international disclosure-related projects focused on accounting and audits, sustainability, COVID-19, emerging risks, data privacy, Brexit, LIBOR transition and fintech, and led negotiations with senior foreign regulatory officials. She managed enforcement and supervisory assistance programs to support cross-border securities examinations, investigations, trading suspensions and enforcement actions by the SEC and foreign authorities. Additionally, she served as a primary advisor on rulemakings, legal interpretations, capital formation and small business matters, the disclosure review program, waivers, enforcement referrals, corporate governance matters, shareholder proposals, international matters and proxy advisory firms. Ms. Fox also prepared testimony and briefing materials for congressional hearings on a broad range of issues, including mandated rulemakings, corporate governance, executive compensation, proxy matters and cybersecurity. She provided substantial assistance on the Disclosure Effectiveness Initiative to help modernize the public company reporting regime, including regarding the legal and accounting requirements of SEC filings and technological improvements to EDGAR. In honor of her work, she was recognized with three SEC Law and Policy awards.
Before joining the SEC, Ms. Fox worked at another international law firm in its Washington, D.C. office, where she advised companies and their boards on securities law compliance and corporate governance matters, including SEC reporting obligations, quarterly earnings releases and investor presentations, the Sarbanes-Oxley Act and exchange listing standards, insider trading policies, and requests for SEC no-action and exemptive relief. Ms. Fox also is a certified public accountant.
President and Chief Executive Officer, Okapi Partners
Bruce Goldfarb is Founder, President and Chief Executive Officer of Okapi Partners. He works closely with a wide range of clients including corporations, mutual funds, activist investors and shareholder groups as well as private equity sponsors and hedge funds, in solicitation and investor response campaigns. He focuses on proxy solicitation strategy, execution for mergers and acquisitions, proxy fights and other extraordinary transactions.
Prior to establishing Okapi Partners, Bruce was the Senior Managing Director and General Counsel of Georgeson Inc. (now a subsidiary of Computershare Limited), where he headed the Global M&A Advisory Group.
Before entering the proxy solicitation business, Bruce was a Senior Vice President of the investment management firm, Scudder, Stevens & Clark, now a part of Deutsche Bank’s Asset Management unit. He joined Scudder as a member of the Legal Department where he concentrated on transactions, including those involving mergers and acquisitions, international matters, alternative investment vehicles, off-shore funds and closed-end funds. Bruce also served as an executive officer of various closed-end funds advised by Scudder. He was the Chairman of Scudder’s Proxy Review Committee and served as the point person for the Scudder Funds proxy solicitation effort relating to the acquisition of Scudder by Zurich Financial Services Group.
Bruce began his career as an attorney at Cravath, Swaine & Moore, where he worked for more than six years, specializing in corporate law, mergers and acquisitions, securities transactions and international matters.
Bruce holds a J.D. from the Columbia University School of Law. He also earned a B.A. in the History of Art from the University of Pennsylvania concurrently with a B.S. Economics with a concentration in Finance, from the Wharton School.
Elizabeth R. Gonzalez-Sussman
Partner, Head of ESG Activist Investing, Olshan
Elizabeth represents and provides strategic guidance to hedge funds and other large investors in shareholder activist situations, including large stock accumulations, behind-the-scenes engagements, letter writing campaigns, exempt solicitations, submitting shareholder proposals, negotiating settlements, running proxy contests, undertaking hostile takeovers and other activist related M&A activity. As Head of ESG Activist Investing, Elizabeth leads ESG-focused campaigns and regularly speaks on ESG developments, including boardroom diversity issues. Elizabeth also advises individual directors and management teams in board disputes at private and public companies. Recent representations have included negotiated settlements by various investor groups at Kohl’s Corporation, Bed Bath & Beyond and Big Lots, successful proxy campaigns by investor groups at EQT Corporation and GameStop Corp., and the successful unsolicited acquisition of Perry Ellis International by its founder George Feldenkreis.
Elizabeth also assists both public and privately-held companies in mergers and acquisitions, capital raising transactions, tender and exchange offers, and general corporate and securities law matters, including SEC reporting and corporate governance.
Elizabeth has been recognized as a “Leading Lawyer” in Corporate/M&A: Shareholder Activism by Chambers USA in 2021. Chambers noted that “She is efficient and understands not just the legal issues but the mechanics as well;” and “She’s exceptionally strong and extremely talented. She’s a good negotiator and never loses sight of the end goals.”
She also has been recognized as a Tier 1 “Leading Lawyer” in The Legal 500 U.S. in M&A/Corporate and Commercial: Shareholder Activism – advice to shareholders in 2021 and 2020 and previously was recognized as a “Recommended Lawyer” in the same category in 2019 and named to the Notable Women in Law by Crain’s New York Business in 2019 and 2020.
Pamela Greene, J.D.
North America Practice Leader, Governance Consulting & ESG Advisory Solutions Practice; Human Capital Solutions, Aon
Pamela Greene is a Partner and the North America Practice Leader of the Governance Consulting & ESG Advisory Solutions Practice in Aon’s Human Capital Solutions division supporting Aon clients globally. Pam has over 30 years of experience providing corporate governance and securities law advice as well as legal and tax advice in executive and equity compensation matters. Pam provides corporate governance, equity compensation and executive compensation consulting to companies, boards and their committees on a wide range of matters and assists clients in understanding and assessing their potential exposure under the multitude of corporate governance and executive compensation policies and guidelines established by regulators, proxy advisory firms and institutional shareholders.
As a governance (ESG) subject matter expert, she and her team provide guidance on current regulatory changes and advice on investor and proxy advisory firm policy application in order to help companies strategize and prioritize material ESG risks.
Pam began her career as a corporate and securities attorney representing private and public companies and investors in securities and executive compensation matters, financing transactions, and general corporate matters. For 10 years before joining Aon, Ms. Greene was a partner at an Am Law 100 law firm providing corporate, securities, and executive compensation advice. Before joining that firm more than 25 years ago, Pam was an associate in the business practice group of a premier Boston-based law firm which specialized in venture capital and public offerings.
Pam is a frequent speaker at industry conferences ad client events on corporate governance, equity and executive compensation and securities related matters. She is an Advisory Board Member of the New England Chapter of the Society for Corporate Governance, member of the New England Division of the NACD Program Committee, a member of National Association of Stock Plan Professionals and the Global Equity Organization.
Vice President, U.S. Executive Compensation Research, ISS
Rachel Hedrick is a Vice President at Institutional Shareholder Services (ISS), working on the U.S. executive compensation research team. In this role, she develops U.S. executive compensation policy and helps ensure consistent application across thousands of shareholder meetings each year. She also writes analyses for investor clients relating to say-on-pay proposals, golden parachutes, equity plans, and compensation-related shareholder proposals. She regularly engages with both investor and corporate issuer audiences on a variety of compensation-related topics.
Before joining ISS in 2015, Rachel was an executive compensation and benefits consultant at Mercer and Willis Towers Watson. Rachel received her MBA from Rice University and also holds an undergraduate degree in Economics from the University of Maryland.
Justin “J.T.” Ho advises companies in the areas of corporate governance, securities law compliance, executive compensation and ESG. He has significant experience advising public companies on the proxy advisor, institutional investor, and disclosure issues that arise in connection with corporate governance, executive compensation and ESG matters, and on developing effective governance frameworks focused on long-term value creation.
J.T.’s practice covers a wide range of corporate governance and public company matters. J.T. regularly counsels companies on Board and committee oversight issues and governance-related disclosures, and helps companies to understand and consider the views of proxy advisors and institutional shareholders and other long-term stakeholders in their decision-making.
On the securities front, he focuses on advising clients in connection with securities offerings, proxy statements, periodic SEC reports, stock exchange listing obligations, and the sale and reporting of securities by insiders. J.T. also advises on compensation committee matters and related disclosures as well as the design of cash and equity incentive plans.
J.T. plays a leading role in Orrick’s ESG practice, helping companies identify and understand the risks and opportunities associated with ESG and incorporating ESG into a company’s overall business strategy and incentive plans.
J.T. serves on the advisory board of The Corporate Counsel and regularly contributes articles related to corporate governance matters and ESG. He was named a Rising Star by Super Lawyers in 2018, 2019, 2020, and 2021. He is also a frequent presenter at NASPP and has contributed many articles to LexisNexis on corporate governance matters.
Senior Managing Director & Deputy General Counsel, and Global Head of M&A, Accenture
Aaron Holmes leads Accenture’s Ventures Acquisitions legal group, where he is responsible for global acquisitions, dispositions and minority investments. Aaron also leads Corporate Finance for legal, where he is responsible for the firm’s filings with the U.S. Securities and Exchange Commission, as well as legal support for the firm’s tax and treasury functions.
Prior to his current role, Aaron had a variety of senior leadership roles within the firm’s Finance and Legal organizations, including as the global head of strategic tax planning and tax controversy.
Prior to joining Accenture, Aaron was a corporate attorney with Cravath, Swaine Moore and Gibson Dunn Crutcher, both in New York City.
Partner, Gibson Dunn & Crutcher
Beth Ising is a partner in Gibson Dunn’s Washington, D.C. office and Co-Chair of the firm’s Securities Regulation and Corporate Governance practice group. She also is a member of the firm’s Hostile M&A and Shareholder Activism team and Financial Institutions practice group. She advises clients, including public companies and their boards of directors, on corporate governance, securities law and regulatory matters and executive compensation best practices and disclosures. Representative matters include advising on Securities and Exchange Commission reporting requirements, board processes and evaluations, shareholder proposals, proxy disclosures on governance and compensation matters, director independence matters, proxy advisory services, board and committee charters and governance guidelines and disclosure controls and procedures. She also advises non-profit organizations on corporate governance issues.
Ms. Ising was recommended by Chambers USA for Securities Regulation/Advisory in 2017. She also was named in 2016 and 2017 to Who’s Who Legal: M&A and Governance, which was based on independent client and peer surveys by Who’s Who Legal. In addition, BTI Consulting named Ms. Ising to its 2016 BTI Client Service All-Stars list. She is a member of the Advisory Board of Northwestern University’s Securities Regulation Institute and previously was named a “Rising Star of Corporate Governance” by Yale School of Management’s Center for Corporate Governance and Performance.
Ms. Ising previously was Vice Chair of the Proxy Statements and Business Combinations Subcommittee of the Federal Regulation of Securities Committee of the ABA and is a member of the Society for Corporate Governance. She previously served as Chair of the Corporate Finance Committee; Corporation, Finance and Securities Law Section of the District of Columbia Bar as well as a member of the National Advisory Board and co-chair of the Washington, DC chapter of the Women in Law Empowerment Forum.
Ms. Ising graduated with high honors from the University of North Carolina at Chapel Hill School of Law. She also chairs Gibson Dunn’s Washington, D.C. Diversity Committee.
Chair, Corporate Governance,
Co-Chair, Capital Markets and Securities,
Co-Chair, Environmental, Social, and Governance, Cozen O’Connor
Recognized as a leader in the fields of corporate governance and securities, Kathy is chair of the firm’s Corporate Governance Group, co-chair of the Capital Markets & Securities Group, and co-chair of the ESG Practice. She devotes her practice to advising boards of directors and executive management teams and handling complex securities transactions for businesses in a variety of industries, including life sciences, energy, technology, and fintech. Advising clients in deals that have reached the multibillion-dollar range, Kathy has broad experience in capital market transactions, including public offerings, stock-for-stock mergers, and private placements of equity and debt. With more than 20 years’ experience representing public and private companies, Kathy has served as outside corporate counsel and has advised on the full panoply of corporate and securities law aspects of a wide range of matters. Kathy also has as extensive experience in compliance matters and mergers and acquisitions, including ongoing business counseling.
Kathy’s securities experience centers on representing public companies in a range of transactions, including large public companies with complex securities matters such as multi-class recapitalizations. She represents public and private companies in initial public offerings, secondary offerings, and private capital financings, including 144A transactions. She counsels clients in securities law compliance, including reporting requirements under SEC rules and regulations as well as listing matters under the NYSE and NASDAQ regulations. Clients frequently hire Kathy to conduct trainings on many topics including securities matters such as insider trading and fair disclosure. She also works closely with attorneys in the firm’s Securities Litigation & SEC Enforcement Group on securities litigation matters, including both internal and external reviews and investigations.
In her corporate governance practice, Kathy guides boards of directors and management teams through the labyrinthine laws, rules, regulations, and practical realities that are brought to bear as they lead their organizations. She has extensive experience counseling clients on complying with federal governance laws as well and assisting clients with responding to stakeholder interests such as boardroom diversity and sustainability. She provides advice and counsel on myriad governance issues, including governance structure and culture, fiduciary duties, risk oversight, board and committee structure, board leadership, special committee investigations, conflicts of interest, executive transitions, board audits and succession planning and self-evaluation processes, shareholder activism and initiatives, relationships with shareholders and proxy advisory firms, and governance “best practices.” She also helps clients develop compliance programs with respect to legislative, regulatory, and listing rule requirements. Kathy routinely works with chief executive and financial officers and corporate secretaries and in-house counsel to attend and support board and committee meetings, either on specific topics or for general matters. Her clients also include non-profit corporations, which she advises with respect to all aspects of corporate governance matters. In addition, Kathy is hired to provide training programs for boards, management, and employees with respect to governance matters.
Kathy also counsels clients in complex mergers and acquisitions between private companies and public companies, and has advised buyers and sellers in mergers, asset purchase and sale transactions, and stock purchase and sale transactions. Kathy’s deep understanding of SEC reporting requirements brings added value to her advice and counsel on public company M&A transactions. She has significant experience with respect to internalizations as well.
Kathy counsels companies from startup to maturity, assisting her clients with all aspects of corporate law from boardroom matters to capital raising transactions. Kathy writes and lectures extensively in the areas of corporate governance, including stakeholder issues such as sustainability and diversity, fiduciary duty matters, securities law compliance, and entity formations and transformations.
A believer in the power of mindfulness as a tool to optimize one’s professional and personal capacity for excellence, Kathy has a particular interest in mindfulness in the practice of law as a way to support the needs of her clients. Kathy began a mindfulness program within the Philadelphia Bar Association’s Business Law Section and she has lectured extensively in this area.
Managing Director, Semler Brossy
Blair Jones has 30 years of executive compensation consulting experience. She has worked extensively across industries and has depth of expertise working with companies in transition. Prior to joining Semler Brossy, Blair was the practice leader in Leadership Performance and Rewards at Sibson and an Associate Consultant at Bain & Company. Blair holds the designations of Certified Benefits Professional (CBP), Certified Compensation Professional (CCP), and Certified Executive Compensation Professional (CECP). Blair has been named to the D100, NACD Directorship Magazine’s annual list of the most influential people in the boardroom community, including directors, corporate governance experts, regulators, and advisors, for ten consecutive years (2013–2022).
Director of the Division of Corporation Finance, Securities & Exchange Commission
Renee Jones is the Director of the U.S. Securities and Exchange Commission’s Division of Corporation Finance. Prior to joining the Commission’s staff in 2021, Jones served as Professor of Law and Associate Dean for Academic Affairs at Boston College Law School, where she taught and wrote in the areas of corporate law, securities law and corporate governance. Previously, she represented private and public companies on corporate and securities matters at the law firm Hill & Barlow. Jones is a member of the American Law Institute and has served as Co-Chair of the Securities Law Committee of the Boston Bar Association. She received her undergraduate degree from Princeton University and her law degree from Harvard Law School.
Bob Lamm chairs the Securities and Corporate Governance Practice Group at Gunster, Yoakley & Stewart, P.A., in Fort Lauderdale, Florida. He rejoined Gunster in 2014, having been a shareholder from 2000 to 2002. In addition, Bob is an Independent Senior Advisor to Deloitte’s Center for Board Effectiveness. From 2008 to 2013, Bob was Assistant General Counsel and Assistant Secretary of Pfizer Inc. His previous experience includes service as Vice President and Secretary of W. R. Grace & Co., Senior Vice President – Corporate Governance and Secretary of CA, Inc., and Managing Director, Secretary and Associate General Counsel of FGIC Corporation/Financial Guaranty Insurance Company. He also has extensive experience with small- and mid-cap companies as well as non-profit entities.
Bob is an active, long-term member of the Society for Corporate Governance. He is a past chair of the Society’s Securities Law Committee and has served on the Society’s Corporate Practices, Finance and National Conference Committees, as a member of its board of directors, and as chair of its 2004 National Conference Committee. He has received the Society’s Bracebridge H. Young Distinguished Service Award and a Lifetime Achievement Award in Corporate Governance from Corporate Secretary magazine.
Bob is a member of the Florida and New York Bars, a member of Gunster’s Women Leadership Forum committee, a Fellow of the Conference Board ESG Center, and a member of the South Florida Board of Advisors of The Commonwealth Institute. He previously served on the markets advisory council of the Council of Institutional Investors. He frequently speaks and writes on securities law, corporate governance and related topics, including the “Bob’s Upticks” column on Gunster’s Securities Edge blog, and he serves on the board of editors of The Corporate Counselor.
Bob received a Bachelor of Arts from Brandeis University and a Juris Doctor from the University of Pennsylvania School of Law.
Kyoko Takahashi Lin
Partner, Davis Polk & Wardwell
Ms. Lin is a member of Davis Polk’s Corporate Department, practicing in the Executive Compensation Group. She advises boards, companies, compensation committees and individual executives on executive compensation, equity-based incentives, deferred compensation, severance plans and other compensatory arrangements, with particular emphasis on issues arising in mergers and acquisitions transactions, initial public offerings, and new and joint ventures.
She also advises on employment and consulting arrangements, the applicability of securities and tax laws to executives and employers, the design and implementation of equity compensation plans and general employment-related matters. Ms. Lin is co-editor of the “Davis Polk Briefing: Governance” blog, which covers current topics in corporate governance, securities law and executive compensation.
In her pro bono practice, Ms. Lin has represented individuals seeking asylum in the United States. She has also advised not-for-profit organizations, including Grameen America and International Arts Movement.
Partner, Ropes & Gray
Michael Littenberg is a partner at Ropes & Gray. Michael is the global head of the firm’s ESG, CSR and Business and Human Rights practice. As part of his practice, for more than 30 years, Michael has been active in advising leading public and private companies on ESG, corporate social responsibility and business and human rights compliance matters, and he is widely viewed as one of the leading practitioners in this emerging area.
Partner, Morrison Foerster
Senior Editor, TheCorporateCounsel.net
Dave Lynn is a Partner of Morrison Foerster. Dave’s practice is focused on advising a wide range of clients on SEC matters, securities transactions and corporate governance. Dave is well known in the area of executive compensation disclosure, having co-authored, “The Executive Compensation Disclosure Treatise and Reporting Guide” for CompensationStandards.com. While serving as Chief Counsel of the Securities and Exchange Commission’s Division of Corporation Finance, Dave led the rulemaking team that drafted sweeping revisions to the SEC’s executive compensation and related party disclosure rules.
Dave re-joined the SEC as Chief Counsel shortly after adoption of the Sarbanes-Oxley Act of 2002, and served in that position until 2007, providing interpretive advice, formulating policy decisions and publishing the Division’s Compliance and Disclosure Interpretations. Dave initially served on the SEC staff from 1995-2000 as an Attorney-Advisor and subsequently a Special Counsel in the Division of Corporation Finance. While in private practice from 2000-2003, he advised clients on SEC investigations, securities transactions, mergers and acquisitions and corporate governance.
Dave serves as Senior Editor of TheCorporateCounsel.net, CompensationStandards.com, The Corporate Counsel and The Corporate Executive.
Dave has served as the chair of the ABA Business Law Section’s Federal Regulation of Securities Committee, co-chair of the Practising Law Institute’s Annual Institute on Securities Regulation and chairman of the Board of Trustees of the Securities and Exchange Commission Historical Society. Dave is also an adjunct professor at the Georgetown University Law Center, where he teaches a course about exempt securities offerings.
Managing Partner and COO, Sustainable Governance Partners
Rob Main, CFA is managing partner and COO at Sustainable Governance Partners (SGP). Rob specializes in strategy development, board related matters, investor engagement, and executive compensation. He is a thought leader in the industry and a frequent participant on panels and roundtables.
Rob was previously the Head of Investment Stewardship for the Americas and Asia at Vanguard. His responsibilities included company engagement, ESG research, proxy voting, and policy development. Rob played a leadership role in analyzing and evaluating contentious and complex situations, including proxy contests and mergers & acquisitions. He spoke regularly at industry conferences and events, and actively contributed to thought leadership discussions and publications. Rob’s prior asset management industry experience included roles as a director within Vanguard’s investment manager due diligence team, head of active equity product management, and leader of the firm’s new product development.
He earned a B.S. from the University of Richmond, and an M.B.A. from Villanova University, where he graduated as part of both the Phi Kappa Phi and Beta Gamma Sigma Honor Societies. He is a CFA charterholder and is a member of the CFA Society of Philadelphia. He currently serves as adjunct faculty in Villanova University’s M.B.A. program and has guest lectured at Harvard University, Drexel University, and at Villanova’s Charles Widger School of Law. Rob previously served on the Corporate Governance Advisory Council of the Council of Institutional Investors (CII). Rob lives in suburban Philadelphia with his wife and three children. He enjoys reading, racquet sports, and is active in the Unionville youth sports community.
Hope D. Mehlman
EVP, General Counsel and Corporate Secretary, Bank of the West
Corporate Secretary, BNP Paribas USA, Inc.
Hope has more than 20 years of leadership experience in both public and private companies. She has extensive experience in Environmental, Social, and Governance (ESG), Risk Management, Securities Law, Compliance, Regulatory Strategy, M&A, Litigation, Intellectual Property, and Employee Benefits. In 2021, Hope was named one of the Most Influential Women in Business in the Bay Area by the San Francisco Business Times.
Hope is currently EVP, General Counsel, and Corporate Secretary of Bank of the West and is a member of the Bank’s Executive Management Committee. Bank of the West, with $105 billion in assets, nearly 9,000 employees, and operations in 24 states, is a full-service provider of consumer and commercial banking, wealth management, and mortgage products and services. Hope is also Corporate Secretary of BNP Paribas USA, Inc. and a member of the BNPP USA Executive Management Committee. BNPP USA has combined assets of $150 billion (including Bank of the West’s assets), and nearly 14,000 employees.
She is a strategic advisor to CEOs and Boards of Directors and has a strong track record of building and leading legal and compliance teams across geographies, promoting innovation, and delivering results. Hope oversees Bank of the West’s legal activities and regulatory relations functions and leads the design and execution of the Bank’s legal and regulatory strategy while fostering a culture of risk awareness and accountability. As Corporate Secretary, she advises the Bank of the West and BNPP USA Boards on emerging and leading governance practices, including ESG. Hope is deeply committed to building diverse and inclusive work environments: she is a Director of Professional Businesswomen of California, co-executive sponsor of Bank of the West’s Women’s Initiative, and executive sponsor of Bank of the West’s Association for Pan-Asian Excellence Resource Group.
Before joining Bank of the West, Hope served as EVP, Corporate Secretary, Chief Governance Officer, and Deputy General Counsel of Regions Financial Corporation (NYSE: RF). As a thought leader at Regions, Hope was instrumental in designing and implementing a best-in-class institutional shareholder engagement program and a centralized ESG strategy and disclosure program.8 She previously served as Regions’ Senior Compliance Officer where she was responsible for redesigning and managing the company’s core compliance areas. Prior to Regions, Hope was a partner in private practice where she focused on a full range of regulatory, compliance, securities, intellectual property, corporate governance, and other issues affecting financial institutions’ operations.
Hope is a frequent guest lecturer at Stanford Law School and conference speaker on ESG, corporate governance, intellectual property, and financial services regulation. She has authored several articles, papers, and comment letters on topics ranging from corporate governance, intellectual property, and bank regulation. SASB recently asked Hope to author “A Guest Expert’s Guide to SASB Standards” for companies newly embarking on SASB disclosure. She also co-authored chapters 6-8 of the American Bar Association’s new book, ESG in the Boardroom: A Guidebook for Directors.
Hope serves as a member of the Independent Oversight Committee for the Best Practices Principles Group for Shareholder Voting Research. She was the recipient of Corporate Secretary’s 2019 Governance Professional of the Year (Large Cap) Award. Additionally, Global Proxy Watch recognized Hope in its 2019 list of ten people around the world who have had a breakthrough impact in corporate governance. Hope previously served as Co-Chair of the Board of Directors of the Council of Institutional Investors, a member of Broadridge’s Independent Steering Committee, and President of the Southeastern Chapter of the Society for Corporate Governance.
Hope holds a Bachelor of Arts degree from Cornell University, a Juris Doctor degree from Seton Hall University Law School, and a Master of Laws degree in Taxation from New York University School of Law.
Retired Partner, Executive Compensation and Employee Benefits Practice, Winston & Strawn LLP
Mike Melbinger spent nearly 38 years advising clients on executive compensation, human capital management, corporate governance and regulatory compliance issues for corporations, boards of directors, partnerships, executives, and fiduciaries, including over two decades as a Chair of Winston & Strawn’s executive compensation and employee benefits practice group, retiring in 2021.
Mr. Melbinger has worked extensively on designing and implementing stock and non-stock based executive compensation and benefit programs for public and private companies (including start-up ventures). He has designed and drafted employment contracts, severance agreements, parachute agreements, and a variety of executive compensation arrangements. He advises boards of directors, compensation committees, and senior executives and legal departments in these matters.
Mr. Melbinger also has extensive experience with incentive compensation risk management, linking executive compensation to ESG, DE&I, and HCM improvement, and the design, operation, and auditing of employers’ ESOP, pension, and 401(k) plans. He has extensive experience advising fiduciaries in the proper discharge of their duties and establishing structures and strategies to protect fiduciaries and plan sponsors from liability for investment and other benefit plan decisions.
Mr. Melbinger also handled the compensation and benefits aspects of change-in-control, corporate lending, initial public offering, and bankruptcy transactions and certain compensation and benefit plan litigation matters. He is the author of the treatise on Executive Compensation, now in its 3rd Edition and maintains “Melbinger’s Compensation Blog” on CompensationStandards.com.
Partner, Gibson Dunn & Crutcher
Ron Mueller joined the Washington, D.C. Office of Gibson, Dunn & Crutcher in 1986 and works in the securities regulation and corporate governance area with an emphasis on proxy and disclosure issues, executive compensation, and corporate transactions.
Mr. Mueller is listed in the 2013 edition of The Best Lawyers in America® in the categories of corporate governance law, corporate compliance law, and securities regulation. He is the immediate past chair of the Subcommittee on Employee Benefits and Executive Compensation of the Committee on Federal Regulation of Securities, Section of Business Law, American Bar Association. Mr. Mueller is a frequent speaker and author on securities and corporate governance matters, including and developments in proxy disclosures and proxy contests, the SEC’s disclosure requirements, corporate governance developments, Section 16 rules, and executive compensation issues.
From 1989 to 1991, Mr. Mueller worked as legal counsel to Commissioner Edward H. Fleischman at the United States Securities & Exchange Commission (SEC). While at the SEC, Mr. Mueller worked on many of the matters before the Commission, including executive compensation rules, enforcement matters and regulatory initiatives.
Mr. Mueller received his J.D., from Columbia Law School in 1986, where he was both a Harlan Fisk Stone Scholar and a James Kent Scholar, and his B.A., magna cum laude, from Vanderbilt University in 1982. Mr. Mueller is a member of the District of Columbia Bar Association and the American Bar Association and is admitted to practice before the courts of New York and Washington.
Sabastian V. Niles
Partner, Wachtell, Lipton, Rosen & Katz
Sabastian V. Niles is a Partner at Wachtell, Lipton, Rosen & Katz where he focuses on rapid response shareholder and stakeholder activism, proxy fights and preparedness, takeover defense and corporate governance; risk oversight, including as to ESG, cybersecurity and crisis situations; U.S. and cross-border mergers, acquisitions, buyouts, investments, divestitures and strategic partnerships; and other corporate and securities law matters and special situations.
Sabastian advises worldwide and across industries, including technology, financial institutions, media, energy and natural resources, healthcare and pharmaceuticals, construction and manufacturing, real estate/REITs and consumer goods and retail.
Sabastian has been recognized repeatedly by Chambers USA as one of the highest-ranked Corporate/M&A Takeover Defense attorneys (with clients noting: “His care of the company is extraordinary”), by Lawdragon as a leading U.S. dealmaker and as a BTI Client Service All-Star. Sabastian is an elected Fellow of the American College of Governance Counsel (where he served as Co-Chair of the 2021 “ESG and the Boardroom” masterclass program). He is also a member of the Harvard Association of Law and Business Advisory Board and the John L. Weinberg Center for Corporate Governance Advisory Board at the University of Delaware.
He has counseled boards of directors and management teams on self-assessments, engagement with institutional investors and proxy advisory firms and navigating activist situations involving Paul Singer/Jesse Cohn/Jeff Rosenbaum/Elliott Management, Jeff Smith/Peter Feld/Starboard Value, Bill Ackman/Pershing Square, Barry Rosenstein/JANA Partners, Carl Icahn, Daniel Loeb/Third Point, Scott Ferguson/Sachem Head, Arnaud Ajdler/Engine Capital, David Einhorn/Greenlight Capital, Glenn Welling/Engaged Capital, Jeffrey Ubben/Mason Morfit/ValueAct, Jonathan Litt/Land & Buildings, Keith Meister/Corvex, Mick McGuire/Marcato, Nelson Peltz/Ed Garden/Trian, Relational Investors and Tom Sandell/Sandell Asset Management, among many others.
In addition to serving as Consulting Editor for the New York Stock Exchange’s Corporate Governance Guide, Sabastian writes frequently on corporate law matters and has been a featured speaker at corporate strategy and investor forums and guest lecturer at leading law and business schools. His speaking engagements have addressed topics such as EESG, Corporate Purpose and Stakeholder Governance; M&A Trends; Shareholder Activism; The New Paradigm of Corporate Governance; Hostile Takeovers; Strategic Transactions and Governance; Board-Shareholder Engagement; Confidentiality Agreements in M&A Transactions; Negotiating Strategic Alliances with U.S. Companies; Current Issues in Technology M&A; Corporate Governance: Ethics, Transparency and Accountability; and Developments in Cross-Border Deals.
Sabastian is a director of the non-profit organization Literacy Partners and of the Harvard Law School Association of New York City. He received his Juris Doctor from Harvard Law School, where he co-founded the Harvard Association of Law and Business and won the U.S. National ABA Negotiation Championship representing the Harvard Program on Negotiation. He received B.S., B.A. and B.S. degrees in Finance, Economics and Decision & Information Sciences, respectively, from the University of Maryland, where he won two National Championships and four Regional Championships in intercollegiate mock trial.
Senior Managing Director, Georgeson
Hannah Orowitz is a senior managing director on Georgeson’s compensation and environmental, social and governance (ESG) advisory teams. As a former in-house counsel, Hannah understands the complexities presented by investors’ ever-increasing focus on ESG issues and helps clients reach consensus within their organizations as to how to best communicate with stakeholders on these topics. At Georgeson, Hannah works closely with clients across all market capitalization sizes and industries to develop proactive shareholder engagement programs and ESG strategies. Hannah also leverages her legal background and disclosure expertise to help Georgeson clients enhance and effectively communicate key ESG matters to their investors. Frequently representing Georgeson at industry events and webinars, Hannah continues to speak about the evolving intersection of shareholder engagement, activism and ESG. She is also a lead contributor to Georgeson’s content development team and is regularly featured in industry media coverage.
Prior to joining Georgeson, Hannah was Vice President, Associate General Counsel and Assistant Secretary for XL Group Ltd, responsible for securities and corporate governance matters, including the development and execution of XL’s shareholder engagement and sustainability strategies, all aspects of XL’s shareholder meetings and governance matters related to XL’s acquisition of Catlin Group Limited and later its merger with and into AXA SA. Hannah began her career as an Associate with Sutherland Asbill & Brennan (now Eversheds Sutherland), where she counseled clients on public and private securities offerings and corporate governance matters.
Hannah received her J.D., Cum Laude, from American University Washington College of Law and her B.A. from Hamilton College. She is a member of the SASB Alliance, the National Investor Relations Institute, and the Society for Corporate Governance and its Sustainability Practices Committee.
Executive Vice President, Alliance Advisors
Reid Pearson is Executive Vice President at Alliance Advisors and leads its Corporate Governance Group. Reid works with clients and partners on a number of proxy issues including solicitation, Say-on-Pay, equity compensation plans, and general corporate governance matters. A respected figure in the field, Reid is a frequent speaker on corporate governance and equity compensation issues at the National Association of Stock Plan Professionals (NASPP), National Investor Relations Institute (NIRI), and the Society for Corporate Governance.
Reid has been in the corporate governance and proxy industry since 1995. Prior to joining Alliance Advisors, Reid was Managing Director and Corporate Governance Advisory Practice Co-Leader at The Altman Group, a proxy solicitation and corporate governance firm. Reid also worked for ten years at Institutional Shareholder Services (ISS). His positions at ISS included Director of Custom Research, Senior Analyst, Director of Client Relations, and Manager of Strategic Partnerships. Reid was also a member of the proxy policy committee and oversaw the development and execution of the proxy voting guidelines of multiple institutional investors. He has worked with countless corporations and their advisors to help develop shareholder-friendly compensation plans. Reid is a graduate of the University of Georgia and resides in Atlanta.
Andrea L. Reed
Andrea L. Reed is a counsel in the Chicago office with a focus on advising public companies through complex governance challenges and disclosure matters.
Clients rely on Andrea for specialized corporate governance advice on matters such as leadership transitions, crisis management, engaging with shareholders, proxy advisory firm matters, ESG initiatives, shareholder activism, exchange listing standards, board composition and leadership structure, board evaluations, insider trading, fiduciary duties, internal policies and best practices. She has also assisted many of our clients in responding to Rule 14a-8 shareholder proposals.
Andrea also regularly advises public companies with a strategic role on SEC reporting matters and unique disclosure issues that arise. She provides counseling on annual and quarterly periodic reports and investor communications, responding to SEC comments, ESG disclosures, Regulation FD matters, Regulation G and non-GAAP financial measures, Section 16 and beneficial ownership disclosures and emerging trends and best practices in SEC disclosures. She has extensive experience in assisting our clients with preparing the proxy statement for shareholder meetings and providing support throughout the shareholder meeting process.
Andrea works with companies across a variety of industries, with a larger concentration in the biotechnology and financial services sectors. She also works with many of our clients in the transition to becoming a public company and managing the unique governance and disclosure issues that arise for companies navigating the first several years following an IPO. She is regularly consulted as a contributor to publications and speaking engagements on the topics of corporate governance and SEC disclosures.
Earlier in her career, Andrea managed debt and equity offerings for public companies, having represented both issuers and underwriters in a wide variety of transactions. Andrea also has a background in public and private mergers and acquisitions.
Andrea received her J.D. with highest distinction from the University of Iowa College of Law and was elected to Order of the Coif. While in law school, she served on the executive board of the Iowa Law Review.
Director of Shareholder Advocacy, Green Century
Annie Sanders is Green Century’s Director of Shareholder Advocacy, leveraging the Funds’ and the firm’s clout as a shareholder to drive companies to adopt more environmentally sustainable policies and practices. Prior to joining Green Century, she served as Executive Director of Green Corps, where she worked for 16 years advancing campaigns to protect our climate, expand clean energy, promote land conservation and protect wildlife. She holds a BA in Environmental Studies from the University of Chicago.
Associate Investment Manager, Board Governance and Sustainability, CalPERS
Tamara Sells, associate investment manager, recently joined CalPERS Board Governance and Sustainability program, providing leadership and strategy for human capital management, the Responsible Contractor Program for Real Assets, and stakeholder engagements. In this role, she is responsible for researching and identifying opportunities to advance CalPERS’ sustainable investment strategy across all asset classes. She is also the co-chair of the Human Capital Management coalition (HCMC) of asset owners that includes 35 institutional investors representing over $6.6 trillion in assets. Prior to this role, she led the proxy voting and corporate engagement program for California State Teachers’ Retirement System (CalSTRS). As a former global equity corporate governance analyst, she specialized in financial markets’ regulatory and public policy efforts, and she was instrumental in developing the CalPERS business case for and support of the HCMC rulemaking petition for human capital management. Tamara is an alumna of California State University, Sacramento and Lincoln Law School of Sacramento.
Partner, Hogan Lovells
Martha Steinman is a partner in the New York, NY office of Hogan Lovells. Martha’s practice focuses on corporate governance, disclosure, securities, and tax matters, with an emphasis on advising boards of directors, compensation committees, and senior management.
As Co-Chair of the firm’s Employee Benefits and Executive Compensation practice, she counsels clients in diverse industries, including luxury brands, to navigate the rough seas they face as they strive to develop sensible and effective compensation programs in the face of potential criticism from shareholders and outside commentators. Martha’s goal is to offer her clients pragmatic advice to find solutions that will meet their business needs, reflect evolving best practices, and withstand external scrutiny.
Martha has widespread experience in executive compensation, employee benefits, qualified and non-qualified plans, and welfare plans. She also works with clients to address employee benefit issues in the context of mergers, acquisitions, and divestitures, guides them through the transaction itself, and advises them on post-closing transition issues.
A significant portion of Martha’s practice is in the area of equity and incentive compensation. Additionally, she works with clients to negotiate employment and severance agreements, design compensation packages, and determine retirement planning. Martha also advises companies on traditional employee benefit plan matters. She works with her clients to insure the qualified status of their plans under IRS rules and advises retirement plan committees on ERISA fiduciary matters. Where her clients face challenges, she works with them to defend audits and negotiate settlements with the IRS and the Department of Labor.
Martha is a frequent speaker on matters relating to executive compensation, corporate governance, and ethics. She is active in bar association and other industry groups and has held numerous leadership positions. Martha received her J.D. from the New York University School of Law, and her B.A. in political science from the University of Pennsylvania.
Leo E. Strine, Jr.
Of Counsel, Wachtell, Lipton, Rosen & Katz
Leo E. Strine, Jr., is Of Counsel in the Corporate Department at Wachtell, Lipton, Rosen & Katz. Prior to joining the firm, he was the Chief Justice of the Delaware Supreme Court from early 2014 through late 2019. Before becoming the Chief Justice, he served on the Delaware Court of Chancery as Chancellor since June 22, 2011, and as a Vice Chancellor since November 9, 1998.
In his judicial positions, Mr. Strine wrote hundreds of opinions in the areas of corporate law, contract law, trusts and estates, criminal law, administrative law, and constitutional law. Notably, he authored the lead decision in the Delaware Supreme Court case holding that Delaware’s death penalty statute was unconstitutional because it did not require the key findings necessary to impose a death sentence to be made by a unanimous jury.
For a generation, Mr. Strine taught various corporate law courses at the Harvard and University of Pennsylvania law schools, and now serves as the Michael L. Wachter Distinguished Fellow in Law and Policy at the University of Pennsylvania Carey Law School and a Senior Fellow of the Harvard Program on Corporate Governance. From 2006 to 2019, Mr. Strine served as the special judicial consultant to the ABA’s Committee on Corporate Laws. He also was the special judicial consultant to the ABA’s Committee on Mergers & Acquisitions from 2014 to 2019. He is a member of the American Law Institute and currently serves as an advisor on the project to create a restatement of corporate law.
Mr. Strine speaks and writes frequently on the subjects of corporate and public law, and particularly the impact of business on society, and his articles have been published in The University of Chicago Law Review, Columbia Law Review, Cornell Law Review, Duke Law Journal, Harvard Law Review, University of Pennsylvania Law Review, and Stanford Law Review, among others. On several occasions, his articles were selected as among the Best Corporate and Securities Articles of the year, based on the choices of law professors.
Before becoming a judge in 1998, Strine served as Counsel and Policy Director to Governor Thomas R. Carper, and had also worked as a corporate litigator at Skadden, Arps, Slate, Meagher & Flom from 1990 to 1992. He was law clerk to Judge Walter K. Stapleton of the U.S. Court of Appeals for the Third Circuit and Chief Judge John F. Gerry of the U.S. District Court for the District of New Jersey. Mr. Strine graduated magna cum laude from the University of Pennsylvania Law School in 1988, and was a member of the Order of the Coif. In 1985, he received his Bachelor’s Degree summa cum laude from the University of Delaware and was a member of Phi Beta Kappa and a Truman Scholar.
In 2000, Governor Carper awarded Mr. Strine the Order of the First State. In 2002, President David Roselle of the University of Delaware presented him with the University’s Presidential Citation for Outstanding Achievement. In 2006, he was selected as a Henry Crown Fellow at the Aspen Institute. In 2019, he was awarded an honorary degree from Washington College in Chestertown, Maryland.
Mr. Strine lives in Hockessin, Delaware with his wife Carrie, an occupational therapist at the DuPont Hospital for Children, and his two sons, James and Benjamin.
**Admitted in Delaware.
Founder and CEO, Pantegrion Capital
Alicia Syrett is the Founder and CEO of Pantegrion Capital, an investment vehicle focused on seed and early-stage investments. She currently serves as the Chair of Digimarc Corporation (DMRC) as well the Chair of the Governance, Nominating, and Sustainability Committee and Interim Chair of the Compensation Committee. She is the Founder of Madam Chair, a collaborative group of 70+ female Chairs of publicly traded companies.
She was named as one of LinkedIn’s “Top Voices in Startups and Entrepreneurship,” one of the “30 Women in Venture Capital to Watch” by Business Insider, and one of the “25 Angel Investors in New York You Need to Know” by AlleyWatch. She has appeared on major TV networks 100+ times, and her TED talk on “Why VCs and Angel Investors Say ‘No’ to Entrepreneurs” has been viewed 375,000 times. She has been featured in Forbes, Fortune, WSJ, Yahoo Finance, TechCrunch, Inc., The Huffington Post, Entrepreneur, NPR’s Marketplace, PBS, CNBC, MSNBC, Fox Business, and USA Today. She has also been a Contributor for Inc. and an Instructor at Columbia University.
Prior to founding Pantegrion, Ms. Syrett spent her career in the financial industry, which included her entrepreneurial journey as the first employee and CAO of a multi-billion-dollar private equity firm. She graduated early from the Wharton School at the University of Pennsylvania with a BS in Economics (magna cum laude) and concentrations in Finance and Accounting. She also possesses two MBA degrees from the London Business School (with distinction) and Columbia Business School where she received Beta Gamma Sigma honors.
Vice President, Chief SEC Counsel and Secretary, American Water
Jeffrey M. Taylor is vice president, chief SEC counsel and secretary for American Water. In this role, Mr. Taylor is responsible for all aspects of American Water’s securities law, corporate governance, and corporate law compliance, and oversees the corporate secretary function.
He is also responsible for preparing or assisting in the preparation of American Water’s SEC filings and other public disclosures, corporate governance matters, legal compliance for debt and equity financings and other securities offerings as well as loan, credit and hedging transactions, overseeing compliance with New York Stock Exchange listing rules, and general corporate law matters.
As corporate secretary for American Water and several of its subsidiaries, Mr. Taylor oversees board matters and subsidiary management functions for these entities. He also serves as a counselor and legal advisor to various constituencies and functional units within American Water, including the board of directors, accounting, treasury, investor relations, corporate communications, risk management and insurance, human resources, and business development.
Prior to joining American Water in June 2015, Mr. Taylor was an associate general counsel and assistant secretary at Pepco Holdings, Inc., one of the largest energy delivery companies in the mid-Atlantic region. Prior to joining Pepco Holdings, he was a partner in the Public Companies and Capital Formation practice group in the Philadelphia office of international law firm Blank Rome LLP and devoted over 17 years in private practice to the representation of domestic and foreign clients in a wide array of industries in securities, mergers and acquisitions, corporate finance and capital raising, corporate governance, executive compensation and business and corporate law matters.
Mr. Taylor received his law degree, with honors, from the University of Florida Levin College of Law in 1995 and a Bachelor of Arts degree in Political Science from Northwestern University in 1992.
Mr. Taylor currently serves on the Board of Directors of the Society for Corporate Governance and is Chair of its Audit and Finance Committee. He is also a three-term Past President and a member of the advisory committee of the Middle Atlantic Chapter of the Society.
He also served as Vice/Co-Chair of the Securities Regulation Committee of the Business Law Section of the Philadelphia Bar Association from May 2009 to July 2011. Mr. Taylor is a member of the American Bar Association and the Association of Corporate Counsel and is licensed to practice law in the District of Columbia, Florida, Georgia and Pennsylvania, and as in-house counsel in New Jersey.
Partner, Pay Governance
Tara Tays is a Partner with Pay Governance LLC and has over 20 years of executive compensation experience and advises management and boards of directors on a wide range of compensation matters, including the design and implementation of annual incentive and long-term incentive plans, the review and development of internal compensation policies and procedures, the assessment of risk associated with incentive programs, and the adoption and review of employment agreements and change-in-control/severance plans. She has extensive knowledge of institutional shareholders’ and proxy-advisory firms’ concerns with executive compensation programs and helps companies improve shareholder support on Say on Pay and other executive compensation related proposals.
Tara is often a guest speaker at the National Association of Stock Plan Professionals and CCRcorp’s annual executive compensation conferences and the National Association of Corporate Director’s (NACD) Leading Minds in Governance conference, and has authored articles published in NACD Directorship magazine, Practical Law, and Deloitte’s On the Board Agenda. She received a Bachelor of Science in Accounting from the University of Southern California’s Leventhal School of Accounting.
Partner, Wilson Sonsini
Amanda Urquiza is a partner at Wilson Sonsini Goodrich & Rosati, where she practices corporate and securities law with a focus on public company representation, corporate governance, and public offerings. She has extensive experience advising clients, including public companies and their boards, on federal securities law compliance and corporate governance matters, with a particular emphasis on technology and life sciences companies. Amanda brings a nuanced perspective to her practice, driven by her broad range of experience, including time spent at the SEC, in-house, and practicing internationally. She is also active in Wilson Sonsini’s diversity and inclusion efforts.
Vice President, PJT Camberview
Ms. VanLeuven joined PJT Camberview in 2015 following completion of her graduate studies, where she specialized in business and corporate sustainability. During that time, she worked in various capacities with companies, multilateral institutions, and non-profits to support the development of corporate responsibility strategies. Ms. VanLeuven began her career in public policy as a policy analyst for Metro, the Portland, Oregon regional government, where she focused on land-use and transportation policy. She also served as a Peace Corps volunteer in Benin, West Africa.
Ms. VanLeuven holds a dual Master of Business Administration and Master of Science degree in corporate sustainability from the University of Michigan, and a bachelor’s degree with honors in environmental studies from the University of Chicago.
Partner, Latham & Watkins
A partner of Latham & Watkins, Maj advises a wide variety of clients on corporate governance, executive compensation, employee benefits matters and securities laws reporting and compliance. Her experience includes corporate transactions, including M&A deals and IPOs where she advises clients on employee benefit and executive compensation aspects, and representation on ongoing executive compensation and employee benefits matters, including advising compensation committees and executives on employment arrangements, cash and equity-based incentive plans and deferred compensation plans.
Ms. Vaseghi advises dozens of public companies on an ongoing basis on securities compliance, corporate governance and compensation and benefits matters. She has extensive experience in Proxy Statement preparation, executive compensation disclosure, and related compliance with stockholder advisory group recommendations such as Institutional Shareholder Services (ISS) and Glass Lewis. She regularly advises US and non-US entities on their disclosure obligations under, and compliance with, Sections 13 and 16 of the US Securities Exchange Act of 1934, the US stock exchange corporate governance requirements, and Rule 144 under the Securities Act of 1933.
Ms. Vaseghi previously served as in-house securities and corporate governance counsel at VMWare, and brings a keen understanding of the business issues large public companies face. She frequently writes and speaks on corporate governance, executive compensation and employee benefits related issues. She holds a B.S. in Mechanical Engineering from Columbia University and a J.D. degree from Columbia Law School.
Senior Director, North America Executive Compensation Research, Glass Lewis
As the Senior Director of North American Compensation Research at Glass Lewis, Maria Vu leads the research team analyzing executive pay programs in the U.S. and Canadian markets. She joined Glass Lewis in 2016 and previously provided investor relations advisory services and ownership intelligence to technology sector companies. She holds a bachelor’s degree in economics and political science from the University of California, Berkeley.