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.
Michele M. Anderson advises clients and Latham lawyers facing complex issues arising under the US securities laws.
Prior to joining Latham, she served for 24 years in the US Securities and Exchange Commission's Division of Corporation Finance. She held a number of senior positions in the Division, including most recently serving as Associate Director and Acting Deputy Director. For nearly 15 years she led and then oversaw the Division's Office of Mergers and Acquisitions. Ms. Anderson leverages her extensive knowledge and SEC experience to help the firm's lawyers and clients navigate the disclosure requirements and other SEC rules that affect domestic and cross-border M&A and capital markets transactions. She also advises public company clients confronting shareholder activism and corporate governance issues.
As Associate Director at the SEC, Ms. Anderson oversaw the Division's legal and policy program and the work of the Office of Mergers and Acquisitions, the Office of International Corporate Finance, and the Office of Structured Finance. She directed rulemaking initiatives and no-action, interpretive, and exemptive positions on:
As Chief of the Office of Mergers and Acquisitions, Ms. Anderson managed the SEC's regulation of M&A transactions and the application and interpretation of SEC rules relating to:
She also has extensive experience with the full range of SEC reporting and disclosure obligations as a result of her broad oversight responsibility for the SEC's disclosure review program for public companies.
Ms. Anderson is a frequent speaker on federal securities law developments, public company M&A, activism, and shareholder voting, and has served as an adjunct professor at Georgetown University Law Center, where she taught the course "Takeovers, Mergers and Acquisitions."
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.
Ran provides strategic counseling on a wide range of corporate matters to high-growth private and public technology companies, primarily in the software, social networking, fintech, crypto, internet and mobility spaces. He has extensive experience representing clients on initial public offerings and other equity and debt offerings, as well as SEC compliance and corporate governance. Ran's issuer-side listings include Coinbase (the first Nasdaq direct listing), Alteryx, Compass, Facebook, Fitbit, GitLab, Nextdoor, Peloton, SentinelOne, Upwork, UserTesting and Zuora. His underwriter-side initial public offerings include AppLovin, Cloudflare, EngageSmart, Impinj, Jive, New Relic, Nutanix, Rocket Fuel and Veeva Systems. Ran also counsels public companies such as Archer Aviation, Fortinet, Pardes Biosciences and Shockwave as well as emerging companies on day-to-day corporate matters and advises on strategic financing transactions.
Ran was recognized in 2022 as "Dealmaker of the Year" by The American Lawyer for his representation of Coinbase in its pioneering direct listing on Nasdaq. Law360 has also named Ran a 2021 Capital Markets MVP for his excellence in securities law, in its annual Law360 MVP list and among the top attorneys in the United States under the age of 40.
Prior to joining Fenwick, Ran was enrolled in the Business Law and Policy Program at UCLA School of Law and received his J.D. While attending law school, he served on the executive board of the UCLA Journal of Law and Technology. Ran also interned in the Los Angeles regional office of the United States Securities and Exchange Commission.
Prior to attending law school, Ran worked as an auditor at a national accounting firm.
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 & Friedenrich (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.
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.
Douglas V. Brown is Chief Counsel, Chief Compliance Officer, and Secretary for American Outdoor Brands, Inc.. In this role, Doug is responsible for all legal and compliance matters, including all AOB’s SEC filings, corporate governance matters, corporate law compliance, and corporate secretary function. While in this role, Doug led the creation of the Legal and Compliance functions for the company during and following its spin-out/IPO from its parent company in August 2020.
Prior to joining AOB, Doug was the Associate General Counsel at Vista Outdoor Inc. While at Vista, Doug was tasked with all SEC filings, and assisted with leading on corporate governance matters, corporate law compliance, and corporate secretary functions. Doug was heavily involved in establishing and leading the SEC reporting and corporate governance functions at Vista following its spin-out/IPO from its parent company.
Prior to joining Vista Outdoor, Doug practiced corporate and securities law as a corporate associate at Morgan, Lewis & Bockius LLP and as an attorney-adviser with the SEC in the Division of Corporation Finance.
Lillian Brown is a partner in the Washington, D.C. office of Wilmer Cutler Pickering Hale and Dorr and co-chair of the Corporate Governance and Disclosure Group in the firm's Corporate Practice Group. Lily 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, ESG matters, shareholder proposals, proxy and annual meeting matters, and shareholder activism and engagement. Before joining WilmerHale in 2013, Lily spent nearly 14 years at the U.S. Securities and Exchange Commission (SEC) in the Division of Corporation Finance. In her time at the SEC, among other roles, Lily served as Senior Special Counsel to the Director of the Division of Corporation Finance and Special Counsel in the Office of Mergers and Acquisitions.
Lily serves as Vice-Chair of the American Bar Association's Federal Regulation of Securities Committee and previously served as Chair of the Committee's Subcommittee on Proxy Statements and Business Combinations. Lily co-chairs PLI's Corporate Governance Master Class and PLI's Directors' Institute on Corporate Governance. She is also an Advisory Board member for the Securities Regulation Institute and a Fellow in the American College of Governance Counsel.
Anne Chapman is a Managing Director at Joele Frank, Wilkinson Brimmer Katcher, focusing on corporate governance, investor relations and shareholder communication.
Prior to joining Joele Frank, Anne was a vice president of Capital Research and Management Company, a wholly-owned subsidiary of Capital Group. For more than 25 years she provided oversight of the firm's proxy voting efforts, working extensively with investment analysts and portfolio counselors on corporate governance, compensation, and social and environmental issues, participating in the formation of Capital's proxy voting policies, as well as the firm's engagement efforts with portfolio companies. She retired from Capital in November, 2017.
Anne participates in numerous industry working groups and is a frequent speaker on corporate governance topics. She serves on the American Red Cross Los Angeles Region board and is Vice Chair of the Executive Advisory Board for the University of Redlands School of Business. Anne received a BS in business from the University of Redlands and is based in Los Angeles.
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.
With her one-of-a-kind skillset, Jina Choi represents public and pre-IPO companies, financial institutions, asset management firms, boards of directors, audit and special committees, and individuals in internal investigations, U.S. Securities and Exchange Commission (SEC) and other government investigations, enforcement-related litigation, as well as compliance-related issues. Jina joined the firm after over 16 years with the SEC, where she ultimately served as Director of the San Francisco Regional Office, helping to enforce many of the laws that govern the public and pre-IPO companies she now represents.
Many of Jina's achievements as an SEC enforcement lawyer and federal prosecutor are public record, and her former colleagues and senior officials at the SEC describe her as "an exceptional attorney" who has shown "leadership and [a] thoughtful approach to new and complex issues" and "strategic thinking on examination initiatives, particularly those involving developing technology." She is praised for leading the San Francisco office of the SEC in bringing "a series of ground-breaking enforcement actions, including against public and private technology companies in Silicon Valley and their senior officers" and "establish[ing] important precedents" that will continue to be followed in the years ahead.
Jina has experience in matters related to financial reporting and accounting, disclosure, insider trading, offering fraud, investment adviser and broker dealer fraud, auditor misconduct, market structure, and the Foreign Corrupt Practices Act (FCPA). As Regional Director of the SEC's San Francisco Office, she led a staff of over 130 attorneys, accountants, and professionals and worked closely with leadership in numerous U.S. Attorney's Offices, the Department of Justice (DOJ), the Financial Industry Regulatory Authority (FINRA), the Public Company Accounting Oversight Board (PCAOB), the Commodity Futures Trading Commission (CFTC), and state securities regulators in California, Oregon, Washington, Idaho, and Alaska, as well as the UK's Financial Conduct Authority. She also provided training to attorneys and accountants from the Hong Kong Securities and Futures Commission and the China Securities Regulatory Commission.
In addition to her time at the SEC, Jina's distinguished government experience includes serving as an Assistant U.S. Attorney in the Northern District of Texas, serving as a trial attorney in the Civil Rights Division of the DOJ, and serving as a law clerk for the Honorable Robert P. Patterson, Jr., in the U.S. District Court, Southern District of New York. She also has experience in private practice at other large law firms.
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.
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.
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.
Sean Donahue is Chair of the Public Company Advisory practice and Co-Chair of the Shareholder Activism & Takeover Defense practice of Paul Hastings and is based in the firm’s Washington, D.C. and New York offices. Drawing on his previous experience as an attorney in the SEC’s Division of Corporation Finance, his practice focuses on counseling public companies and their Boards of Directors on securities regulation, shareholder activism defense, capital markets transactions, mergers and acquisitions, and corporate governance matters.
Mr. Donahue spends a significant amount of his time counseling public companies and their Boards of Directors on shareholder activism and takeover defense matters. He has been involved in hundreds of activism and takeover defense situations, including numerous high-profile proxy contests.
Mr. Donahue is recommended by The Legal 500 US for Shareholder Activism: Advice to Boards and Corporate Governance. Clients remark that he “is incredibly accessible and provides digestible and thoughtful advice. He understands the issues that are top-of-mind for in-house counsel and their stakeholders and really tailors his advice in a way that benefits the business.”
Mr. Donahue is a member of the Federal Regulation of Securities Committee for the American Bar Association, where he serves as Vice-Chair of the Proxy Statements and Business Combinations Subcommittee, and the Corporate Governance Committee, where he serves as Co-Chair of the Shareholder Activism & Engagement Subcommittee. He is also a member of both the Securities Law Committee and Corporate Practices Committee of the Society for Corporate Governance.
Prior to joining Paul Hastings, Mr. Donahue was a partner at another international law firm. He previously served as an attorney-adviser with the SEC in the Division of Corporation Finance. While at the SEC, Mr. Donahue worked on a number of transactional and securities compliance matters.
Liz Dunshee is Senior 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.
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 Web site 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.
A recognized authority on federal securities laws and corporate governance, Nicole is a trusted advisor who represents U.S. and foreign companies in connection with U.S. capital markets transactions, periodic reporting with the U.S. Securities and Exchange Commission, national securities exchange listings and compliance, corporate governance, annual and special meetings of shareholders, executive compensation disclosures, and beneficial ownership reporting.
Her experience as a corporate secretary enables her to regularly provide counsel to C-suite executives and directors on corporate governance requirements and best practices, fiduciary duties, and SEC reporting and compliance. She has served as issuer's and underwriters' counsel in numerous public offerings under the Securities Act, including offerings of common stock as well as senior notes and medium-term note programs. Nicole often represents foreign private issuers with respect to U.S. stock exchange listings, SEC reporting, and corporate governance obligations. She also brings extensive experience in matters under the Delaware General Corporation Law, Virginia Stock Corporation Act, and the D.C. Business Corporation Act.
Meredith Ervine is an Editor of TheCorporateCounsel.net, CompensationStandards.com and DealLawyers.com. Most recently, Meredith was a partner at Honigman LLP, serving as co-chair of the Public Company, Securities and Governance practice where she counseled publicly traded and pre-IPO companies headquartered across the U.S. Meredith assisted clients on a wide-range of corporate matters, including financial reporting, proxy statements and annual meeting planning, corporate governance and policies, executive and director compensation and related disclosure, ESG reporting, transactional matters and securities offerings, stockholder outreach and investor relations. Meredith began her career in 2008 in the New York office of Pillsbury Winthrop Shaw Pittman LLP where she focused on public and private debt and equity offerings, liability management activities and M&A transactions.
Meredith co-led a proxy statement project that received Corporate Secretary's national Corporate Governance Award for Best Proxy Statement (small cap) in 2020 and another that was nominated for Best Proxy Statement (mid-cap) in 2022. Meredith was named a Best Lawyer in America (2023) in the areas of Corporate Governance Law and Securities/Capital Markets Law. She has BA in Economics and Environmental Policy from the University of Michigan and a JD from the Maurice A. Deane School of Law at Hofstra University.
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.
Brad has extensive experience advising companies on all aspects of their compliance with US securities laws and the listing requirements of the major US exchanges, particularly in connection with and following their initial public offerings, as well as other significant strategic transactions. He regularly counsels management, boards of directors and board committees on a wide range of matters, including SEC and stock exchange reporting and disclosure requirements, board and executive compensation, corporate governance, shareholder proposals, the impact of proxy advisory services, and responses to formal and informal SEC inquiries. His practice also involves advising companies on a range of matters relating to corporate aircraft and private plane use.
Brad received his BS in economics from the Wharton School of the University of Pennsylvania in 1997. In 2001, he received his JD from the University of Southern California Law School, where he was a member of the Southern California Law Review. Brad is admitted to practice in New York.
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.
Alexandra Higgins is a Managing Director at Okapi Partners providing strategic counsel to corporate clients and their advisors with a focus on governance and compensation issues, as well as other ESG concepts.
Alex has over 15 years of experience in corporate advisory and governance roles. Prior to joining Okapi Partners, she served as VP and Head of U.S. Partner Advisory Services at Institutional Shareholder Services Inc. (ISS) Corporate Solutions, where she managed advisory services for U.S. professional services firms on ISS policy, corporate governance issues, equity plan disclosure, and shareholder activism.
Alex also spent time as a reporter for CQ Roll Call, where she covered corporate governance regulation and activist investor campaigns. She began her career as an executive compensation analyst and research associate at The Corporate Library for six years before its merger with GMI Ratings, where she ultimately spent another four years advising law firms on corporate governance matters related to securities litigation.
In 2008, Alex was named a Rising Star of Corporate Governance by the Millstein Center for Corporate Governance and Performance. She holds a B.A. in Political Science from the University of Southern Maine.
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.
Reid Hooper has extensive experience handling a broad range of corporate and commercial matters with a primary focus in representing public companies, investors and regulated entities with respect to ongoing securities regulatory compliance. His expertise includes preparing SEC filings, Section 16 and beneficial ownership reports, as well as compliance with FINRA, National Stock Exchange, Dodd-Frank, Sarbanes-Oxley, JOBS Act and FAST Act requirements. Boards and investors turn to him with respect to corporate governance developments, regarding matters such as shareholder proposals, proxy access, board and committee independence and internal controls. He also advises companies and investors on a variety of transactional matters, including securities offerings, IPOs, tender offers, mergers and acquisitions and share repurchase programs.
Reid's experience includes approximately six years as an attorney with the Securities and Exchange Commission in the Division of Corporation Finance, most recently as senior counsel in the Disclosure Standards Office.
While at the SEC, he advised on a wide variety of transactional and securities compliance matters, with a focus on the telecommunications and media industries. His experience at the SEC included reviewing registration statements relating to IPOs, secondary offerings, business combinations, exchange offers, tender offers, going-private transactions, proxy solicitations relating to proxy contests and annual and quarterly reports.
Reid also served both as an examiner and reviewer on the Shareholder Proposal Task Force in the Office of Chief Counsel, where he was responsible for evaluating no-action requests to exclude shareholder proposals under Exchange Act Rule 14a-8.
Sophia Hudson is a corporate partner at Kirkland, where she counsels clients on governance, securities law compliance and a wide variety of capital markets transactions. Her corporate clients include AbbVie, Bristol-Myers Squibb, Eli Lilly, Ferguson, Fox Corporation, Norwegian Cruise Lines, Tupperware and United Airlines; and her private equity clients include Bain Capital, including Bain Capital Life Sciences, Clayton Dubilier & Rice, Hellman & Friedman, Patient Square and TPG. She has represented all of the major investment banks.
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.
John Jenkins is Managing Editor of The Corporate Counsel newsletter, TheCorporateCounsel.net, CompensationStandards.com, DealLawyers.com and the Deal Lawyers newsletter. For over 35 years, he directly advised clients on capital markets, mergers and acquisitions, and corporate matters, in the Cleveland office of Calfee, Halter & Griswold LLP.
John's experience includes representing issuers and underwriters of debt and equity securities in more than 100 underwritten public and Rule 144A offerings; negotiation of mergers, stock and asset acquisitions and divestitures involving private and public companies; counseling directors on fiduciary obligations in connection with proposed change of control transactions and disclosure obligations under the federal securities laws; and counseling investment bankers in connection with mergers and acquisitions, fairness opinions, financings and other engagements. He has also represented targets of SEC, SRO and stock exchange investigations and enforcement proceedings, and has served as counsel to corporations and board committees conducting internal investigations involving allegations of misconduct.
He has taught mergers and acquisitions law at Cleveland-Marshall College of Law, and has been a guest lecturer at The Weatherhead School of Management, Case Western Reserve University. John also has served as chair of the Securities Law Section of the Cleveland Bar Association, and as a member of the Catholic Diocese of Cleveland Budget Committee and the Canisius College Board of Regents. He is also on the Board of Directors of the Western Reserve Historical Society.
John has been recognized as one of The Best Lawyers in America for Corporate law, as well as one of America's Leading Lawyers by Chambers USA. He is a frequent author and speaker on securities and corporate law topics. His articles have appeared in publications such as Deal Lawyers, The Business Lawyer, Business Law Today, and The Corporate Governance Advisor. He has a BA from Canisius College and a JD from The University of Virginia.
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).
Ms. Kamlet is Vice President, Group General Counsel and Corporate Secretary at Vontier Corporation. Prior to joining Vontier in November 2019, Ms. Kamlet served as in-house securities and governance counsel, with roles of increasing responsibility, for several mid- to large-cap companies. Ms. Kamlet started her career in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. Ms. Kamlet has a J.D. degree (2001) from the University of Florida. Ms. Kamlet serves on the Carolina Hurricanes Foundation Board and previously served on the Society for Corporate Governance's National Board from 2018-2022. Ms. Kamlet also co-created a podcast, Women Governance Trailblazers, highlighting women in the corporate governance field and providing insights to listeners. Ms. Kamlet was a Diligent 2022 Modern Governance 100 Recipient - ESG, Diversity and Climate Trailblazer.
Mark has decades of experience as a regulator and a thought leader on SEC rulemaking. He is also a seasoned advisor to companies that seek to navigate complex regulatory challenges. He uses this background to help companies build stakeholder trust with leading disclosure practices, which further promote trust and confidence in business and capital markets.
Mark advises EY clients on a wide variety of reporting and disclosure matters and leads efforts to provide EY thought leadership on the SEC in response to its rulemaking proposals.
Prior to joining EY, Mark served 14 years in the SEC's Division of Corporation Finance. As its Chief Accountant from 2013 until 2018, he led a technical office and advised SEC leadership on a wide variety of policy matters. Mark also served as an Associate Director overseeing the division's filing review program.
Before joining the SEC, Mark was the Director of Financial Reporting for a large public company after starting his career as an auditor.
Mark graduated summa cum laude with a Bachelor of Accounting degree from the University of Minnesota Duluth. He is also a certified public accountant.
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.
Abigail Lane is an executive compensation partner in the New York office of Kirkland & Ellis LLP. She advises public and private companies, private equity firms and their portfolio companies on a wide range of employment, executive compensation and employee benefit matters.
Abigail regularly advises clients on structuring and implementing equity and cash-based incentive plans as well as the applicable tax, securities law, corporate governance and disclosure implications of those arrangements and represents clients in negotiating employment, separation and incentive agreements.
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.
Dave Lynn is 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.
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.
Judy Mayo is an experienced corporate governance and communications professional and attorney with law firm and in-house experience. She understands what information stakeholders are seeking - and how to effectively deliver it.
Judy served as Corporate Secretary and led the corporate governance function at Piedmont Natural Gas, serving as the focal point for communications with the Board of Directors, senior management and the company's shareholders and ensuring that the Board received the proper advice and resources for discharging its fiduciary duties. As Piedmont's securities and finance attorney, Judy strategically advised the company on SEC and stock exchange regulations and led the implementation of compliance practices.
Prior to Piedmont Natural Gas, Judy served in a similar function at Duke Energy, and advised a variety of clients in real estate, bankruptcy and related areas while at the law firm Fried, Frank, Harris, Shriver & Jacobson in New York.
Judy brings a range of experience to her engagements, including counseling the Board and management through mergers and acquisitions, advising Directors on corporate governance best practices, managing relationships with regulators and shareholders, and collaborating with executive compensation, tax, accounting, public relations and other corporate departments on shareholder and other public communications.
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.
Lona Nallengara is the Global Head of the Corporate Business Unit and a partner in the Capital Markets practice at Shearman & Sterling.
He focuses on advising companies, financial institutions and their boards on corporate governance, disclosure, and securities law compliance matters and on the financial regulatory process. He also advises companies and financial institutions on all aspects of public and private offerings of equity, equity-linked, high yield debt and investment grade debt securities.
Prior to returning to Shearman & Sterling in 2017, Lona served in senior positions at the Securities and Exchange Commission for over four years. From 2013 to 2015, he served as Chief of Staff to SEC Chair Mary Jo White, where he was the top advisor to the Chair on all issues, including policy development, rulemaking, strategy and management. During this time, he led the rulemaking and implementation efforts related to all mandates under the Dodd-Frank and JOBS Acts and directed the SEC’s asset management, market structure, public company disclosure effectiveness and private offering reform programs. He also served as the SEC deputy to the Financial Stability Oversight Council and was the primary SEC liaison with other financial regulators. Lona joined the SEC in 2011 as Deputy Director of the Division of Corporation Finance and later became its Acting Director. In this role, he was responsible for the division’s overall activities and operations, including rulemaking, interpretive guidance and the public company filing review program. Following his SEC tenure, Lona joined Bridgewater Associates, LP, where he was the Chief Governance Officer and a senior advisor to founder Ray Dalio.
Lona first joined Shearman & Sterling in 1998 and became a partner in 2007.
Paul Otto understands the regulatory environment surrounding cybersecurity risk management and incident response. Leveraging his technical background and capabilities in computer science and engineering, Paul brings insight to clients as a compliance counselor who understands hardware, software, and technological innovation.
Paul has coordinated and managed hundreds of cybersecurity assessments and data incident responses, as well as associated enhancement/remediation plans.
Paul works with legal counsel and security officers throughout the lifecycle of cybersecurity risk management and incident response. Because many organizations have limited in-house cybersecurity legal capacity, Paul embraces the role of outside counsel by working alongside executive and information security teams to manage risk, oversee corporate governance, and help identify and capitalize on risk-reducing opportunities for enhanced data protection.
Paul regularly advises clients on security-related risks in mergers and acquisitions and governance matters, as well as advising on appropriate contractual language for safeguarding sensitive data such as health and financial information. Paul also assists clients in evaluating the data security practices of vendors and other strategic partners.
Paul's cybersecurity legal representation includes organizations across a wide range of industries, including the technology, life sciences and health care, mobility and transportation, energy, education, and financial sectors. Whether it is cloud computing, mobile technology, critical infrastructure, the Internet of Things, or any number of technology-related areas, Paul regularly advises clients on compliance with various data security laws, regulations, and standards.
Paul has a master's degree in computer science and a bachelor's degree in electrical and computer engineering. He clerked for Chief Justice Christine M. Durham of the Utah Supreme Court.
Mr. Phillips is Vice President, Deputy General Counsel and Corporate Secretary at Constellation Energy. Constellation is the nation's largest producer of carbon-free energy and a leading supplier of sustainable solutions to millions of residential, public sector and corporate customers.
Mr. Phillips has advised boards and senior management on a variety of matters, including risk oversight; fiduciary duties; board succession; executive compensation; SEC disclosures; and shareholder activism. He also has expertise in organizational change management, implementing and structuring effective corporate governance systems and communicating key messaging to shareholders and other stakeholders.
Mr. Phillips is a frequent speaker and writer on corporate governance issues and has been published in several periodicals. He also is past chair of ACC's the Corporate and Securities Law Committee and formerly served on the board of directors of the Society for Corporate Governance.
He has a B.A. in Economics from Columbia University and J.D. from the Duke University School of Law. He obtained a NACD Directorship Certification™ in 2021.
Krishna Shah joined Glass Lewis in February 2018 after graduating from Santa Clara University with a Bachelor's degree in economics and political science. In her role, she covers the pay packages for some of the largest companies in the U.S. and Canadian markets, assists with policy development and routinely engages with issuers to better understand various perspectives as it relates to executive pay practices. She is the author of several content pieces, along with overseeing the creation of thought papers and research projects for the North American executive compensation team.
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.
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.
Ms. Tetelbaum has advised both public and private companies in a wide range of industries in connection with mergers and acquisitions and capital markets transactions. Ms. Tetelbaum has also advised with respect to proxy contests, takeover defense strategies and other corporate governance matters. Ms. Tetelbaum has been named a Dealmaker of the Year by The American Lawyer, was recognized as one of The Deal's Top Women in Dealmaking and a Law 360 Rising Star for M&A, among other honors.
Ms. Tetelbaum received an A.B. magna cum laude in Economics from Harvard University, as a John Harvard Scholar and was elected a member of Phi Beta Kappa. Ms. Tetelbaum completed a J.D. from Yale Law School, where she was a Paul & Daisy Soros Fellow and served as editor-in-chief of the Yale Journal on Regulation and editor of the Yale Law Journal. After law school, Ms. Tetelbaum served as a law clerk on the U.S. Court of Appeals for the Ninth Circuit.
Ms. Tetelbaum is the President of the Stuyvesant High School Alumni Association as well as a director. Previously, she served as secretary to the Corporation Law Committee of the Association of the Bar of the City of New York and Secretary of the First Generation Harvard Alumni.
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.
A partner of Freshfields Bruckhaus Deringer, 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.
Kristina Veaco founded her corporate governance advisory firm in 2006 after implementing corporate governance practices and processes as in-house counsel for large public companies. She recognized the growing emphasis on corporate governance by large investors, stockholders and regulators, and she decided to offer her practical knowledge and expertise in the area as an independent governance consultant. Prior to forming Veaco Group, Kris ran the Office of the Corporate Secretary for McKesson Corporation and headed the corporate securities group at AirTouch Communications, Inc. (now Vodafone Group plc).
Kris frequently speaks and writes on corporate governance matters. She is a longstanding member of the Society for Corporate Governance; she is a former president of the Northern California, Hawaii and Nevada Chapter of the society, a former member of the national board and a current member of the chapter's advisory board. Kris is a fellow of the Conference Board's ESG Center, a member of the International Women's Forum, and the recipient of a lifetime achievement award from the Women's 100 for her work in corporate governance.
Kris graduated from the University of California, Davis, with a BA in political science/public service with highest honors. She was a Regents Scholar and is a member of Phi Beta Kappa. She received her J.D. from Hastings College of the Law.
Laura is a Partner and a Leader within Aon's Human Sustainability practice, providing strategic consulting to boards and executive leadership teams across the globe, on data led approaches to the oversight, strategy, and execution of ESG, Human Capital Management, Diversity, Equity, and Inclusion, and Human Sustainability initiatives pertaining to the workforce, leadership, and board members. Key consulting includes assistance in benchmarking key datapoints, creating external communication strategy (regulatory filings, ESG reporting, corporate website and more), creating board and c-suite level reporting and dashboards, conducting board and c-suite level education sessions, and helping companies to implement and track the sustainability of their teams through the use of Aon's award winning Human Sustainability Index (HSI).
Laura co-created the Digital Business Insights (DBI) platform, which is an innovative-solution that gets key real-time information, data and insights into the hands of top leadership to manage risk (at the organization level and employee sentiment level), ESG ratings, financial stakeholder policies (proxy voting team guidelines, proxy advisory firm guidelines, and leading insurance companies), and shareholder voting patterns (on say-on-pay and ESG proposals).
Prior to leading the Human Sustainability practice, Laura led the Global Corporate Governance practice for the past 15 years, providing strategic consulting on proxy ballot items (including say-on-pay, equity compensation plans and more), shareholder engagement assistance (including talking points, investor intelligence), proxy advisory firm policies (including ISS and Glass Lewis policy application and predictive modeling), and legal and regulatory assistance (including drafting and reviewing of executive agreements and stock plans, SEC and tax compliance).
Laura received a J.D. from the Lewis and Clark Law School and a B.S. in economics from the University of Utah. Laura is a frequent industry speaker and writer on corporate governance, human capital management and ESG. Laura is also the Vice President of the Phoenix Chapter of the National Association of Stock Plan Professionals (NASPP).
Jessica Wood focuses her practice on public and private mergers and acquisitions, shareholder activism and hostile takeover defense, corporate governance, and strategic investor relations.
Jessica is a leading member of Sidley's Shareholder Activism and Corporate Defense practice and has helped Sidley rise to the top of several prominent shareholder activism defense league tables, including No. 1 rankings by Bloomberg, FactSet, Refinitiv, and Activist Insight for North America in 2020, 2021, and 2022. Sidley was ranked in Band 1 for "Takeover Defense" by Chambers USA in 2022 and was recognized by The Deal as "Activist Defense Law Firm of the Year (Large Cap)" in 2021 and 2022.
Jessica received her J.D., with honors, from Emory University School of Law, where she was an articles editor for the Emory Law Journal. She also holds an MBA from Emory University's Goizueta Business School and a B.A. from Vanderbilt University, where she graduated magna cum laude.