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Speaker Biographies
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.
Tamara Brightwell is a corporate partner in the Washington, D.C., office of Wilson Sonsini Goodrich & Rosati, where she counsels public company clients on a wide range of regulatory matters and provides expert securities law advice on complex capital markets transactions. Prior to joining the firm, Ms. Brightwell served as the Disclosure Review Program Director in the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC). In that role, she provided legal and policy guidance to the Disclosure Review Program and oversaw the Division’s reviews of transactional filings and periodic and current reports to monitor and enhance compliance with disclosure and accounting requirements, with specific oversight of industry offices for life sciences, industrial applications and services, energy and transportation, manufacturing, and trade and services. During her nearly two decades at the SEC and in the Division of Corporation Finance, Ms. Brightwell served in numerous roles, including as Deputy Chief Counsel and Senior Advisor to the Chair. Ms. Brightwell received a B.S. in financial management, cum laude, from Clemson University, and a J.D. from the University of Notre Dame Law School.
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.
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 New York office of Davis Polk & Wardwell. Ning advises 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.
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. 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 a partner in Fredrikson & Byron's Minneapolis office. Liz is also a Senior Editor for TheCorporateCounsel.net, CompensationStandards.com and DealLawyers.com, as well as The Corporate Counsel, The Corporate Executive and Deal Lawyers print newsletters, and served as Managing Editor for three years until December 2022. Liz counsels public companies on investor communications and engagement, SEC and exchange-based disclosure requirements, listing standards, trading policies and plans, and employee compliance training, and co-chairs Fredrikson's public companies practice group. Liz is 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.
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. 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.
John Jenkins 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. 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).
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.
Scott Lesmes chairs Morrison Foerster's Public Company Advisory & Governance practice, and is a partner in the firm's Capital Markets practice. Scott focuses his practice on counseling clients with respect to corporate and securities matters. He advises publicly-listed companies and boards of directors on a broad range of securities regulation and corporate governance issues and has substantial experience in dealing with restatements and internal control concerns. Scott also counsels issuers and underwriters in the public offering process and in corporate compliance matters involving SEC reporting and disclosure requirements. Prior to his career in private law, Scott served as in-house counsel at two public companies. He worked extensively in establishing corporate compliance programs and policies, including those related to insider trading, Section 16, and corporate disclosure while serving as Chief Legal Officer for Allied Capital Corporation, a NYSE-listed business development company, as well as Deputy General Counsel/Chief Securities Counsel for Fannie Mae, a financial services company. Scott draws on his significant in-house experience to provide valuable perspective in his role as an outside advisor. Scott has received nationwide recognition for excellence in capital markets law. Legal 500 US recognizes Scott as "a key partner in the team [for debt offerings]" and acknowledges his "capital markets expertise". IFLR1000 distinguishes Scott as "highly regarded" in the areas of Capital markets: Debt and Capital markets: Equity, and U.S. News' Best Lawyers identifies him as a leading lawyer in Securities/Capital Markets Law. Scott currently serves as chair of Morrison & Foerster's Practice and Opinion Review Committee, and as a co-chair of Practising Law Institute's Annual Disclosure Documents program.
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 a partner in Goodwin's Capital Markets group and chair of the Public Company Advisory practice. Dave is also a Senior Editor of TheCorporateCounsel.net, CompensationStandards.com, and The Corporate Executive, and is the co-author of The Executive Compensation Disclosure Treatise and Reporting Guide. His practice is focused on advising a wide range of clients on SEC matters, securities transactions and corporate governance. Dave was the Chief Counsel of the SEC's Division of Corporation Finance from 2003 to 2007, where he led the rulemaking team that drafted sweeping revisions to the SEC's executive compensation and related party disclosure rules. 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 to 2003, he advised clients on SEC investigations, securities transactions, mergers and acquisitions and corporate governance. Dave also serves as an Adjunct Professor of Law at the Georgetown University Law Center, where he teaches a course on exempt securities offerings.
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.
Ali is a partner in the firm’s Capital Markets practice and is a key member of the firm’s renowned public company Executive Compensation practice. He advises US registrants, senior policymakers, and other market participants on management compensation matters, with specific focus on governance, disclosure, and transition issues. Ali previously took leave from the firm to lead the management compensation legal function at a large US registrant, assisting the registrant with three CEO and two President transitions, as well as ongoing engagement with institutional stockholders and proxy advisory firms. A recognized leader in the field of management compensation, Ali has advised senior members of the executive and legislative branches, as well as interested parties in many of the most significant and high-profile management compensation matters of the last two decades. Ali has been cited by numerous publications and treatises, and recent articles by Ali have appeared in Bloomberg and Harvard Law School’s Forum on Corporate Governance, including the Forum’s seminal article on using cryptocurrencies as compensation. Ali holds a J.D. from Yale Law School, where he served as a member of the Board of Directors of the Yale Law Journal, and a B.A. in mathematics, Phi Beta Kappa and with highest distinction, from the University of North Carolina at Chapel Hill.
Reid Pearson is President, Global Advisory Services at Alliance Advisors and leads its corporate governance practice. Reid works with clients and partners on a number of proxy issues including solicitation strategy, shareholder engagement, Say-on-Pay, equity compensation plans, and other 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. Reid 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.
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.
William E. Ridgway is co-head of Skadden’s global Cybersecurity and Data Privacy Practice and a member of the Litigation Group. He is a former federal prosecutor with extensive trial and investigations experience who advises companies on their most sensitive cybersecurity, data privacy and white collar matters. Mr. Ridgway has been recognized as a leading lawyer for crisis management, cybersecurity, data security incidents and high-stakes white collar matters by several industry outlets. He regularly leads the defense of investigations conducted by the U.S. Department of Justice, the Securities and Exchange Commission, state attorneys general and other U.S. and foreign regulators. These investigations frequently involve matters related to cybersecurity and data breaches, financial fraud, trade secret theft, public corruption, antitrust violations, market manipulation (including spoofing) and the False Claims Act. Mr. Ridgway has led the incident response and associated investigations for some of the most high-profile cybersecurity incidents in recent years, and his clients include financial institutions; technology, energy, insurance and health care companies; defense contractors; data brokers; and e-commerce retailers. He also is often retained to lead privacy and data security and technology class actions and litigations around the country.
As Senior Assistant General Counsel of Intuit, Erick drives governance and reporting across the company to accelerate its mission to power prosperity for the people and communities it serves. His responsibilities include SEC and financial reporting, corporate governance, executive compensation, ESG and political accountability. He is passionate about organizational development and driving more diversity, equity and inclusion in the tech and legal communities. Before Intuit, Erick was Of Counsel in the New York City office of Winston & Strawn. In over a decade of private practice there, he counseled clients across a broad range of successful outcomes - from IPOs to transformative acquisitions to the construction of the new World Trade Center. He received his B.A. from the University of Pennsylvania and his J.D. from the Maurice A. Deane School of Law at Hofstra University.
Beth Sasfai is a partner in Cooley's public companies group and leads the firm's ESG & sustainability advisory practice. She regularly advises boards of directors and management on a wide range of corporate governance, disclosure and regulatory compliance matters – including corporate governance policy and trends, shareholder engagement and activism, shareholder proposals and proxy season matters, and environmental, social and governance (ESG). She is a seasoned professional with a distinguished career spanning 20+ years in a Fortune 20 company, which positions her as a trusted advisor to boards and executive teams. Beth closely monitors and advises clients on evolving best practices and on corporate governance and ESG proposals put forth by Congress, the Securities and Exchange Commission, stock exchanges, and other stakeholders. Beth brings a wealth of experience in guiding US and international clients through the complex ESG regulatory landscape, including reporting and disclosure controls, engaging with stakeholders, and operationalizing governance and risk management processes. In addition to her public companies practice, Beth counsels companies of all market caps across a broad spectrum of industries, helping to integrate sustainability strategies, oversight, and risk management principles into the life cycle of early-stage growth companies and pre-initial public offering companies to facilitate their evolution into large, publicly traded entities. In advising companies on ways to integrate sustainability principles into business strategy and operations early on, Beth helps companies build resilience, enhance stakeholder relationships and future-proof their operations. Before joining Cooley, Beth was Verizon's chief ESG officer and senior vice president of corporate governance. She also served as a management liaison to Verizon's board of directors' corporate governance and policy committee, which was charged with overseeing sustainability, governance, public policy and reputational risk. Prior to joining Verizon, Beth practiced in the corporate and litigation groups of prominent New York City law firms.
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.
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. |
Michele Anderson
Sonia Barros
Ran Ben-Tzur
Mark Borges
Tamara Brightwell - 
Brian Breheny
Lillian Brown
Anne Chapman 
Ning Chiu
Bindu Culas
Howard Dicker
Sean Donahue
Liz Dunshee
Alan Dye
Meredith Ervine
Renata Ferrari
Brad Goldberg
Rachel Hedrick
J.T. Ho
John Jenkins
Blair Jones
Abigail Lane
Scott Lesmes - 
Kyoko Takahashi Lin
Dave Lynn
Ron Mueller
Lona Nallengara
Ali Nardali - 
Reid Pearson
Arden Phillips
William E. Ridgway - 
Erick Rivero - 
Beth Sasfai - 
Krishna Shah
Tara Tays