Speaker Biographies
Anne Chapman
Vice President, Fund Business Management Group
Capital Research and Management
Anne Chapman is Vice President, Fund Business Management Group for the Capital Research and Management Company. Anne joined Cap Re in 1989, as a legal assistant to the coordinator of of Cap Re’s legal and compliance group. For the past 20 years, she has worked with independent directors and Cap Re's investment professionals in coordinating proxy voting for the American Funds group of mutual funds.
Prior to joining Cap Re, Anne was a legal secretary for the in-house legal department at CalMat Co., the largest sand and gravel company in California (now a subsidiary of Vulcan Materials Company).
Ning Chiu
Counsel
Davis Polk & Wardwell
Ning Chiu is counsel in the Capital Markets Group, with an emphasis on corporate governance and SEC regulations for public companies. She regularly advises major companies on board-related issues, including director independence, securities law compliance, proxy disclosure, shareholder proposals, and the impact of proxy advisory services. Her practice also focuses on new developments and changing best practices in governance matters. She has represented both issuers and underwriters on a number of significant securities transactions, including one of the largest IPOs in U.S. history and advising newly public companies. Her clients have included Aetna, CVS Caremark, General Electric Company, Marsh & McLennan and Morgan Stanley.
Pam Coe
Vice President, Deputy General Counsel and Secretary
Liberty Media
Pam Coe serves as Vice President, Deputy General Counsel and Secretary for Liberty Media Corporation, Liberty Interactive Corporation and Liberty Broadband Corporation. Ms. Coe is also Vice President, Deputy General Counsel and Assistant Secretary of Liberty TripAdvisor Holdings, Inc. Ms. Coe manages a wide variety of legal and compliance matters for the Liberty companies including: corporate secretary and corporate governance matters; securities law compliance; HR, executive compensation, and employee benefits matters; records management, e-discovery, and litigation readiness issues; proxy statement and stockholder meeting preparations; and post-closing integration issues related to acquired companies. Ms. Coe led the launch of the company's government affairs program, including the establishment of the company's first PAC. Ms. Coe also is a member of the Board of Directors of Expedia, Inc. and serves on its Compensation Committee.
Prior to joining Liberty, Ms. Coe served as Senior Counsel - Finance in the legal department of Liberty's predecessor parent company, Tele-Communications, Inc. (TCI). At TCI, Ms. Coe was responsible for the legal work generated by the Treasury, Investor Relations, and Corporate Communications groups and participated in many notable transactions, including multi-billion dollar public offerings of the company's debt and equity securities, mergers and acquisitions requiring the issuance of the company's equity securities, and several venture capital transactions conducted by the company's venture capital subsidiary. Prior to her tenure at TCI, Ms. Coe was a partner in a large San Francisco-based law firm, specializing in corporate, securities, and banking law. She is a graduate of the UCLA law school and received a BS in Finance from Arizona State.
Meredith Cross
Partner
WilmerHale
Meredith Cross is a partner in the Transactional and Securities Departments and a member of the Corporate Practice of WilmerHale LLP. 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.
Michelle Edkins
Managing Director, Global Head of Corporate Governance & Responsible Investment
BlackRock
Michelle Edkins is a Managing Director at BlackRock and Head of its Corporate Governance and Responsible Investment team of 20 specialists based in five key regions internationally. Michelle is responsible for the team’s engagement and proxy voting activities in relation to the companies in which BlackRock invests on behalf of clients. She is an active participant in the public corporate governance debate and regularly speaks and writes on the importance of good stewardship for company performance. She is a member of the Board of Governors of the International Corporate Governance Network and of the Investment Committees of the Association of British Insurers and of Eumedion in the Netherlands.
Prior to joining BlackRock in 2009, Michelle was for four years Managing Director at Governance for Owners, an independent partnership offering products that support responsible long-term share ownership. She started her corporate governance career in 1997 at Hermes Pensions Management, where she spent eight years, initially as the head of the corporate governance team and thereafter as Director of Institutional Relations. An economist by training, Michelle previously worked for New Zealand’s central bank and the British High Commission in Wellington.
Diane Frankle
Partner
Kaye Scholer
Diane Frankle represents publicly traded and privately held companies engaged in a wide variety of US and cross-border mergers, acquisitions, strategic alliances and joint ventures. Diane has completed more than 100 M&A deals with a total value exceeding $12 billion during the last 25 years. Her focus clients include companies in the technology, life sciences and health care industries, including those in software, internet security, storage, biotech, medical device, semiconductor, pharmaceutical and other sectors.
Diane also regularly advises boards of directors and board committees on fiduciary duties, corporate governance and disclosure issues, crisis management and internal investigations. In addition, she represents public companies and management on executive compensation issues, and she also represents companies in public and private offerings of equity.
Diane is a member of the ABA's M&A Committee and co-chairs the ABA's Joint Task Force on Governance Issues in Business Combinations and the ABA's Delaware Business Law Forum. She chaired the ABA's Subcommittee on Public Company Acquisitions and a related Task Force from 1997–2011, and was the editor of the ABA Model Merger Agreement for the Acquisition of a Public Company (2011). She also served on the State Bar of California Business Law Section Corporations Committee from 1992–1996, was co-chair of that Committee from 1995–1996 and was the editor-in-chief of the State Bar's Guide to California Securities Law Practice.
Diane was chosen by The Recorder as one of its 2014 Women Leaders in Tech Law. She was named one of the Top 25 Transactional Women Lawyers in California in 2014 and has been consistently ranked in the Top 100 Women Lawyers in California by The Daily Journal. Diane was honored as Lawyer of the Year for Mentoring (Private Practice) at the 2014 Chambers USA Women in Law Awards. She was one of only five women nominated for the Chambers USA's Women in Law Award 2013 for Corporate/M&A Lawyer of the Year. In 2011, she was selected for Bar Register of Preeminent Women Lawyers, a recognition of her AV Preeminent rating - the highest peer review rating available through Martindale-Hubbell.
Diane is consistently recommended for Corporate/M&A in Chambers USA (Band 2). The 2014 edition quotes clients who highlight her "deal savvy, market sense and excellent interpersonal skills" and say she is "truly gifted at leading a group of investors and directors through the minefield of M&A, knowing how to get people to focus on what's truly important and de-emphasize those matters which are not." Diane is also lauded in Legal 500, which has commented that she "is at the top of her game with the M&A practice. She is a nationally recognised expert in this field in the US and has great experience and judgment. She provides excellent insights and advice in the high tech arena ... has a keen understanding of business objectives and knows how to balance corporate interests with regulatory requirements." Diane has also been recognized in Who's Who Legal 2014 for Mergers & Acquisitions and Corporate Governance.
She is also listed in The Best Lawyers in America and was named the Best Lawyers' 2015 San Francisco Corporate Governance Law "Lawyer of the Year." Her clients are quoted as saying she is an "excellent M&A practitioner" who "offers balanced and reasoned advice" and "has demonstrated her extraordinary skills in developing an astute strategy to meet her clients' objectives, effectively negotiating the deal, assembling and leading an efficient team, and driving the deal to close."
The Silicon Valley/San Jose Business Journal named Diane among the 2010 Women of Influence in Silicon Valley. In 2009, she was the recipient of the Association of Corporate Growth Outstanding Membership Award, presented at the ACG Silicon Valley Grow Awards, an annual event honoring the highest growth companies in Silicon Valley.
Angela Hilt
Vice President
The Clorox Company
Angela Hilt is Vice President - Corporate Secretary & Associate General Counsel of The Clorox Company. Angela leads the legal teams responsible for corporate governance, securities law, corporate finance and treasury, global litigation, labor and employment, antitrust, global sourcing and real estate. As Corporate Secretary, she works closely with Clorox's Board of Directors on governance matters. She serves as division counsel for the $2.5 billion Specialty Division of Clorox, which includes the Hidden Valley Ranch, Kingsford Charcoal, Glad, Brita, Burt's Bees, FreshStep and ScoopAway businesses. She also serves on the Clorox legal leadership team which provides strategy, financial management and oversight of the legal department.
Prior to Clorox, Angela practiced corporate and securities law at Morgan, Lewis & Bockius LLP and Brobeck, Phleger & Harrison LLP. She holds a bachelor's degree in Economics from Stanford University and a J.D. from the University of Michigan Law School. Angela is the past President of the Society of Corporate Secretaries and Governance Professionals (Northern California Chapter) and serves on the Board of Directors of the American Bach Soloists, an orchestra dedicated to the historically-informed performance of Baroque and Classical music.
Simona Katcher
Senior Corporate Counsel and Assistant Secretary
Symantec
Simona Katcher is Senior Corporate Counsel and Assistant Secretary at Symantec Corporation where she divides her time between corporate governance and corporate securities matters. In addition to advising the board and management on a range of emerging corporate governance and risk management issues, she is responsible for the Company's annual meeting matters, corporate governance policies, compensation-related matters and securities filings with the Securities and Exchange Commission.
Simona has presented corporate governance topics to the Society of Corporate Secretaries and Governance Professionals, National Association of Corporate Directors (NACD), Association of Corporate Counsel (ACC) and Santa Clara County Paralegal Association (PASCCO).
Before joining Symantec, Simona was Corporate Counsel at Sun Microsystems, Inc., where she supported the board and management, as well as, the tax, treasury, finance, risk management and investor relations departments on a variety of corporate governance and securities matters.
A member of the California Bar, Simona earned a juris doctorate along with a Business Law Specialization Certificate with distinction from Golden Gate University School of Law, and a bachelor's degree in business from Quinnipiac University.
Simona is the Chairperson of the Corporate Legal Professional Network (CLPN) and President and a member of the Advisory Board of the Society of Corporate Secretaries and Governance Professionals Northern California Chapter.
Barbara Mathews
Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary
Southern California Edison
Barbara Mathews is vice president, associate general counsel, chief governance officer and corporate secretary of Edison International (EIX) and Southern California Edison (SCE). She oversees the Corporate Governance, Executive Compensation and Finance section, and the Contracts and Intellectual Property section of the SCE Law Department.
Mathews joined the Law Department in 1996 as an assistant general counsel of EIX and SCE. Prior to that, she was a partner in the law firm of Arnold & Porter, where she served in the Los Angeles, Washington D.C., and Denver offices. She began her legal career as a law clerk for the Hon. Helen J. Frye, United States District Court Judge for the District of Oregon.
Mathews serves as chair of the board of the American Red Cross Los Angeles region. She also serves on the board of Public Counsel. She previously served on the board of the Society of Corporate Secretaries & Governance Professionals and as chair of its Membership Committee. Mathews also served as chair of the California state bar corporations committee.
Mathews received a bachelor's degree in political science from The Colorado College and a J.D. from Catholic University Law School.
Anne Sheehan
Director Corporate Governance
California State Teachers' Retirement System (CalSTRS)
Ms. Sheehan is the Director of Corporate Governance for the California State Teachers' Retirement System (CalSTRS), the largest teacher's public pension fund in the USA, where she is responsible for overseeing all corporate governance activities for the fund including proxy voting, company engagements and managing $3 billion placed with activists managers. Prior to her current role, she served as Chief Deputy Director for Policy at the California Department of Finance. During her tenure at Finance, Ms. Sheehan served on both the CalSTRS and CalPERS Boards as well as serving as the Executive Director of the Governor's Post-Employment Benefits Commission. Ms. Sheehan served as the Chair of the Council of Institutional Investors in 2012 and 2013, is a member of the NASDAQ Listing Council and serves on the Advisory Board of the Weinberg Center on Corporate Governance at the University of Delaware. Ms. Sheehan also serves as a member of the Investor Advisory Committee of the Securities and Exchange Commission. Ms. Sheehan was named one of the 100 most influential people on corporate governance by Directorship magazine in 2009, 2010 2011, and 2012.
Sarah Solum
Partner
Davis Polk
Sarah Solum is a corporate partner at Davis Polk and a founder of the firm's Menlo Park office. She joined the firm in 1999 and became partner in 2007.
Sarah advises on public and private corporate finance transactions, with experience in a wide variety of equity and debt transactions for companies across a number of industries. She has an active IPO practice, representing both issuers and underwriters. Sarah regularly advises clients on mergers and acquisitions, corporate governance, SEC compliance and disclosure and other corporate matters.
Sarah was recognized in Chambers USA 2014 as an "Up and Coming" lawyer in California for Capital Markets: Debt & Equity. She was also recognized as one of the "Top Rising Stars in Northern California" in Super Lawyers surveys in 2011, 2012 and 2013, as well as one of the "Top Rising Stars among Top Women Lawyers in Northern California" in 2013.
A member of the California and New York bars, Sarah graduated, summa cum laude and Phi Beta Kappa, from St. Olaf College. She received both her J.D., magna cum laude and Order of the Coif, and LL.M. in Comparative and International Law from Duke University School of Law, where she was a member of the Duke Law Journal.
Nancy Wojtas
Nancy H. Wojtas is a partner in the Cooley Business department. She joined the Firm in 2001 and is resident in the Firm's Palo Alto office. She is the head of the Public Companies group.
Ms. Wojtas has served as counsel in connection with corporate governance matters, acquisitions, dispositions, mergers, private and public offerings, joint ventures, venture capital and bank financings, proxy contests and going private transactions.
Ms. Wojtas began her career with the Securities and Exchange Commission in the division of Market Regulation and later served as Counsel to the Chairman of the Commission.
Ms. Wojtas received a BA from the University of Michigan in 1972. She attended Wayne State University where she received a JD in 1976, and also served as senior editor of the Wayne State University Law Review. At New York University School of Law, she earned an LLM in 1977.
Ms. Wojtas was recognized as Lawyer of the Year in Corporate Governance in Palo Alto by The Best Lawyers in America in 2013. She has been recognized as a leading lawyer in The Best Lawyers in America in Corporate Governance from 2007 - 2015.
Ms. Wojtas is a member of the Opinions Committee of the California State Bar. She is a former co-chair of the Corporations Committee of the Business Section of the California State Bar.
Ms. Wojtas is a frequent speaker on corporate governance and securities law topics. She co-chairs the annual Going Private: Doing it Right program presented by Practicing Law Institute in New York. In addition, for the last 12 years, she has been a speaker on various corporate governance subjects at Stanford Directors' College, and she has been a speaker at the Annual Northwestern Securities Regulation Institute held in Coronado, California and a speaker at the annual conference of the National Association of Stock Plan Professionals.