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Conference Speakers

Ryan Adams

Partner
Morrison Foerster

Ryan Adams is a Public Company Advisory & Governance partner in the firm's Washington, D.C. office. His practice focuses on securities regulation, SEC reporting and compliance, proxy and shareholder issues, corporate governance, and corporate transactions, including mergers and acquisitions.

Ryan's deep SEC experience enables him to provide insightful counsel on federal securities laws, helping clients navigate complex regulatory landscapes and anticipate shifts impacting their business. Ryan's informed and pragmatic approach to the industry’s most challenging securities issues has earned him widespread commendation.

Before entering private practice, Ryan served as an attorney in the U.S. Securities and Exchange Commission's (SEC) Division of Corporation Finance, in the Office of Chief Counsel and in Disclosure Operations. In the Office of Chief Counsel, he advised on issues arising under the Securities Act of 1933 and the Securities Exchange Act of 1934, and assisted with no-action letters. He also served as a member of the division's Rule 14a-8 Shareholder Proposal Taskforce, including as a co-manager.

Sheri Adler

NEW

Partner
Troutman Pepper Locke

Sheri Adler is a partner in the Employee Benefits + Executive Compensation practice group at Troutman Pepper Locke. She advises boards, compensation committees, and companies on all aspects of executive and director compensation matters, including the design and documentation of equity incentives, cash bonus arrangements, employee stock purchase plans, and deferred compensation plans. Sheri also negotiates a wide range of contractual arrangements with C-suite executives, including employment, retention, change in control, severance, and separation agreements.

Sheri is particularly experienced in working with public companies, guiding her clients at the intersection of complex securities, disclosure, tax, and governance frameworks. She provides extensive support each year in connection with proxy statements for annual shareholder meetings, and helps clients navigate an evolving disclosure landscape.

Sheri regularly advises clients on the employee benefits and compensation aspects of their key transactions, including mergers and acquisitions, financing events, spinoffs, divestitures, and initial public offerings. She negotiates transaction agreements, counsels on 280G golden parachute issues, prepares compensation-related disclosure documents, and implements post-closing executive compensation arrangements.  

Sheri plays an active role within Troutman Pepper Locke, where she is known for her consensus-building and solution-oriented approach. She serves in a leadership role within her practice group, focusing on innovative ways to contribute to associates’ professional development through hands-on training programs, mentorships, and client-facing practice opportunities. Sheri also serves as a co-founder of the Executive Compensation and Securities Subgroup, an internal group that fosters cross-collaboration between intersecting practice groups within the firm.

Sheri frequently writes and speaks on executive compensation topics. She has spoken on panels hosted by the Practising Law Institute (PLI), Tax Executives Institute, National Association of Stock Plan Professionals (Philadelphia Chapter), and Society for Corporate Governance (Middle Atlantic Chapter), and has appeared as a guest on podcasts hosted by TheCorporateCounsel.net and CompensationStandards.com.

Sheri’s recent recognitions include Chambers USA: Employee Benefits & Executive Compensation, Pennsylvania (2023-2024) and Best Lawyers in America®: Ones to Watch: Employee Benefits (ERISA) Law (2023-2025).

Era Anagnosti

NEW

Partner & Co-Chair, Capital Markets and Public Company Advisory Practice
DLA Piper

Era Anagnosti is a capital markets partner with distinguished government and private practice experience, including more than 10 years with the Securities and Exchange Commission (SEC). As part of her core practice, she regularly advises public companies in their SEC reporting obligations and corporate governance matters. Era has extensive experience on a large variety of disclosure and compliance matters under the US federal securities laws, resolving complex and bespoke securities laws questions through innovative and practical approaches. As part of her transactional practice, she represents issuers and underwriters in a broad array of capital market transactions, including initial public offerings (IPOs), de-SPAC transactions, tender offers, spin-offs, rights offerings and follow-on offerings.

Given her extensive SEC experience, clients often seek her help to guide them through regulatory changes as well as engagement with the regulator. During her time at the SEC, Era served in various roles in the Division of Corporation Finance (Corp Fin), including in the role of Acting Assistant Director of the Office of Finance and as Legal Branch Chief. She also gained significant experience handling the review of many public company filings across different industries and was a key contributor to a number of the division's cross-disciplinary task forces, including the Office of Chief Counsel's Shareholder Proposal Task Force.

As a Fintech lawyer, she regularly advises clients on cutting-edge securities matters in Fintech regarding compliance with federal and state securities laws, in which her experience extends to blockchain, digital assets, decentralized finance and non-fungible tokens, among other asset classes. While at the SEC, Era managed Corp Fin's review program for all token offerings.

Sonia Barros

Partner
Sidley

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.

Pippa Bond

NEW

Partner, Capital Markets
Kirkland & Ellis

Pippa Bond is a capital markets partner in the Los Angeles office of Kirkland & Ellis LLP. She has extensive experience in corporate finance and securities, including leveraged buyouts, acquisitions and restructurings.

Pippa acts as counsel to issuers, sponsors and underwriters in registered public offerings, block trades and private placements of debt and equity securities, as well as tender offers and consent solicitations. Pippa also counsels institutional and corporate clients with respect to general compliance and governance. Her work spans a broad range of industries, with a focus on retail and consumer companies, industrials, transportation, real estate and financial services.

Pippa has been recognized by Chambers USA: America’s Leading Lawyers for Business since 2014, with clients recently noting “Pippa Bond is excellent and she has great customer service; she will spend as much time with you as you need until you iron out the issues, and in tough negotiations she always has a positive attitude.” “I like that she presents a balanced approach and can give you a conservative read or something more aggressive.”

In 2020, the Daily Journal recognized Pippa in its annual list of the “Top Women Lawyers” in California and the Los Angeles Business Journal awarded her “Corporate Attorney of the Year” as part of their annual “Leaders in Law” series.

Mark Borges

Principal
Compensia

Editor
CompensationStandards.com

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

Partner
Skadden

Brian V. Breheny is the founder and co-head of the firm’s 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 capital markets, mergers and acquisitions, corporate governance, and general corporate and securities matters, advising companies, investors and boards of directors on a full range of SEC reporting, compliance and corporate governance matters. These representations include counseling on compliance with the provisions of the SEC’s tender offer, going-private transaction, beneficial ownership, shareholder proposal and proxy rules and regulations.

Mr. Breheny has also held a number of leadership positions at Skadden, including serving as a member of the Policy Committee, the firm’s highest governing body. Prior to joining Skadden, Mr. Breheny held a number of leadership positions in the Division of Corporation Finance at the SEC, including serving as chief of the Office of Mergers and Acquisitions, as well as deputy director, legal and regulatory policy.

In his position as chief of the SEC’s 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). Mr. Breheny also assisted the commission with its consideration of significant rule amendments in a number of areas, including shareholder director nominations, tender offers, beneficial ownership reporting, electronic delivery of proxy materials, electronic shareholder forums, short sale disclosure, and proxy voting and shareholder communications.

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, and as chair of the society's diversity taskforce and repeatedly has 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. In addition, he is the co-author of Beneficial Ownership Reporting: Schedules 13D and 13G, a treatise published by Bloomberg BNA.

Mr. Breheny repeatedly has been re cognized by The International Who’s Who of Corporate Governance lawyers, Chambers USA – where he is ranked in Band 1 and has been described as “absolutely at the top of the food chain” – and The Best Lawyers in America, which named him its 2024 Washington, D.C., Securities/Capital Markets Law Lawyer of the Year. He also has been honored as a Corporate Governance Thought Leader by Who’s Who Legal and repeatedly named to Lawdragon’s list of 500 Leading Dealmakers in America. Additionally, Mr. Breheny has been recognized as a BTI Client Service All-Star by BTI Consulting Group and elected as a fellow of the American College of Governance Counsel.

Tamara Brightwell

Partner
Wilson Sonsini

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.

Ning Chiu

Partner
Davis Polk

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.

Meredith Cross

Partner
WilmerHale

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.

Howard Dicker

Partner
Weil

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.

Liz Dunshee

Partner
Fredrikson

Senior Editor
TheCorporateCounsel.net and CompensationStandards.com

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.

Kyle Eastman

NEW


Principal and Northwest Market Co-Lead
Compensation Advisory Partners

Kyle Eastman is a Principal and Northwest Market Co-Lead in CAP’s Seattle office. He has more than 10 years of experience advising board compensation committees and senior management teams on a wide range of executive and non-employee director compensation matters. Kyle focuses on providing his clients with creative solutions that support key strategic initiatives and appropriately align pay with performance. He has performed work for companies of all sizes – both public and private – in a variety of industries.

Kyle’s areas of expertise include compensation strategy development, executive compensation benchmarking, detailed financial analysis, pay vs. performance evaluation, annual and long-term incentive plan design, and compensation-related regulatory compliance.

Kyle coordinates CAP’s mutual insurance survey. He has co-authored CAP’s Consumer Products and Pharmaceuticals industry reports and has contributed to numerous CAPintel publications, including CAP’s annual Early Trends and 120 Company Research reports.

Kyle is a WorldatWork Certified Executive Compensation Professional (CECP).

Meredith Ervine

Senior Editor
TheCorporateCounsel.net and CompensationStandards.com

Meredith Ervine is a Senior Editor of TheCorporateCounsel.net, CompensationStandards.com and DealLawyers.com. Meredith was previously a partner and co-chair of the Public Company, Securities and Governance practice at Honigman LLP.  Meredith counseled publicly traded and pre-IPO companies headquartered across the U.S. 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, securities offerings, investor relations and M&A.

Meredith began her career 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. Meredith has been recognized as one of The Best Lawyers in America 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

Partner
Ropes & Gray

Renata Ferrari is a partner in the Ropes & Gray tax & benefits department in Boston and the head of the firm's executive compensation practice group. She advises clients on executive compensation, equity-based and other incentives, deferred compensation, severance plans and other compensatory and benefits arrangements.

Renata also advises on the application of securities and tax laws to executives and employers and corporate governance matters. Her practice also includes a focus on compensation and benefits-related issues arising in the context of mergers and acquisitions and other corporate transactions.

Maia Gez

NEW

Partner
White & Case

Maia Gez is a Partner in the Capital Markets group and Head of the Firm's US Public Company Advisory Group (PCAG). Ms. Gez advises companies and their boards of directors on corporate governance, compliance with US federal securities laws and the requirements of the major US stock exchanges, board and executive compensation and pay versus performance disclosure, proxy advisory firm and investor policies, environmental, social and governance (ESG) and shareholder engagement. Ms. Gez regularly assists management and boards of directors on director independence, conflicts of interest, proxy statements and periodic reports, SEC and stock exchange reporting and disclosure requirements, disclosure controls and procedures and internal controls, auditor independence, insider trading, Regulation FD and other company policies, shareholder proposals and responses to SEC inquiries.

Her practice also focuses on new developments and evolving best practices in corporate governance matters. Maia has advised a wide range of clients, from Fortune 100 and S&P 500 clients to mid and small-cap companies, as well as clients in connection with their IPOs and newly public companies on their public company obligations.

Brad Goldberg



Partner
Cooley

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.

Steve Haas

NEW

Partner
Hunton

Steven is co-head of the firm’s mergers and acquisitions team. He represents clients on a wide variety of M&A transactions, including change-of-control transactions, public company sales, strategic acquisitions and divestitures. He also regularly advises companies and boards of directors in connection with corporate governance, shareholder activism and other fiduciary duty matters.

Steven has been recognized nationally for his M&A and corporate governance practices. He is a fellow in the American College of Governance Counsel, elected to the American Law Institute and was named as a Leading Lawyer for Mergers & Acquisitions (USA) by IFLR 1000. In 2015, Law360 named him an M&A “Rising Star.” In 2013, he was named to the “40 under 40” list of legal counsel by The M&A Advisor. He was also named a “Rising Star of Corporate Governance” by the Millstein Center for Global Markets and Corporate Ownership at Columbia Law School.

Steven is the co-editor and contributing author of Corporate Governance: Law and Practice (LexisNexis), which is a two-volume/16-chapter treatise. He is also the co-author of Goolsby & Haas on Virginia Corporations (5th edition 2014, LexisNexis), which is the definitive guide to Virginia corporation law. He is also the co-drafter of the Virginia Stock Corporation Act.

In addition, Steven has authored more than 40 articles that have appeared in legal and business publications such as The M&A Lawyer, Deal Lawyers, Corporate Governance Advisor, The Business Lawyer, and Delaware Law Review, among others. Several of his articles have been cited by the Delaware Court of Chancery and the Delaware Supreme Court. Steven contributes to the blogs Harvard Law School Forum on Corporate Governance and Financial Regulation and Deal Lawyers.com

Steven is the chair of the Corporate Laws Committee of the Business Law Section of the American Bar Association. This committee has jurisdiction over the Model Business Corporation Act, which is followed in whole or in part by a majority of states. He previously served as chairman of the ABA Corporate Governance Subcommittee on Current Developments and Emerging Issues. In addition, he is an adjunct professor of law at the University of Richmond School of Law, where he has taught a course on mergers and acquisitions, and been a guest lecturer at the University of Virginia School of Law.

J.T. Ho

Partner
Cleary Gottlieb

Justin “J.T.” Ho’s practice is focused on helping public companies and their boards navigate complex and challenging corporate governance, securities reporting, shareholder activism, crisis communication, executive compensation, and sustainability matters through collaborating on practical, innovative, business-oriented solutions.

J.T. advises public companies on board and committee oversight, assessment, independence, and composition issues. He also helps them to develop effective shareholder engagement programs and governance-related disclosures, and understand and consider the views of proxy advisors, shareholders, and other stakeholders in their decision making.

He also focuses on advising clients in connection with securities offerings, proxy statements, periodic SEC reports, stock exchange listing obligations, stock repurchases, and the sale and reporting of securities by insiders. He regularly counsels companies on difficult and emerging disclosure issues and provides training on disclosure best practices.

J.T. has helped clients successfully navigate shareholder proposals and activism campaigns through leveraging his knowledge of shareholder perspectives, corporate governance and securities laws. He also helped many companies identify and address activist threats through adopting reasonable defenses, collaborating on impactful shareholder engagement and communication strategies, addressing risk oversight issues, and developing effective proxy contest strategies.

J.T. also has considerable experience advising on crisis communication strategies and disclosures, and has helped many companies navigate difficult and challenging situations with their shareholders, employees, customers and other key stakeholders.

J.T. advises on compensation committee matters and related disclosures, executive transitions, and succession planning. He also advises on the design of cash and equity incentive plans and has helped over a dozen companies remediate failed or low “say on pay” votes.

Additionally, J.T. helps companies identify and understand the risks and opportunities associated with sustainability initiatives and disclosures and incorporate sustainability into their overall business strategy and executive incentive plans. More recently, he has helped companies navigate ESG-focused proposals and activism issues and the growing anti-ESG movement.

Reid Hooper

Special Counsel
Cooley

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.

Betty Huber

NEW

Partner
Latham & Watkins

Betty Moy Huber advises leading companies, funds, and their boards on advancing corporate strategy through cutting-edge finance products, M&A transactions, and capital markets offerings. She serves as Global Co-Chair of Latham’s Environmental, Social, and Governance practice.

Betty leverages more than 25 years’ experience and trusted C-suite relationships to identify the key business risks that ESG requirements may pose to companies in today’s rapidly evolving regulatory climate.

She delivers pragmatic, commercial guidance across a broad spectrum of industries and market caps on: 

  • ESG policies and disclosure
  • Sustainable finance, impact investing, and “net-zero” and other climate change matters
  • SEC and other mandatory and voluntary reporting and disclosure requirements
  • Board oversight, risk management, composition, and refreshment
  • Fiduciary duties
  • Board assessments
  • Stakeholder engagement
  • Shareholder proposals

Betty serves on the Board of Advisors for NYU’s School of Law Institute for Corporate Governance & Finance and as Co-Chair of the Society for Corporate Governance’s Sustainability Practices Committee. She is a former member of the Sustainability Accounting Standards Board Advisory Council. 

A recognized thought leader, Betty has served as a congressional expert on ESG matters. She frequently speaks and writes for leading industry organizations and is quoted by various media outlets, including the Financial Times, the Wall Street Journal, Fortune, and American Banker. She lectures on corporate and ESG matters at law schools, including Harvard Law School, New York University School of Law, and Stanford Law School’s Rock Center for Corporate Governance.

Before joining Latham, Betty was co-head of the ESG Group and Environmental Practice Group at another global law firm.

John Jenkins

Managing Editor
TheCorporateCounsel.net and CompensationStandards.com

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.

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.

Dan Kapinos

NEW

Partner and Global Practice Leader, Equity Services
Aon

Dan Kapinos is a Partner in Aon’s Rewards Solutions practice and the Head of Aon’s Equity Services Team, providing technical expertise on all things equity to over 900 companies globally, including plan design considerations, performance metric selection and goal setting, reporting requirements under ASC Topics 718 and 805 and IRC 280G, corporate governance analytics, performance tracking and more. Dan has a degree in statistics from the Pennsylvania State University, and maintains the Certified Equity Professional (CEP) designation through Santa Clara University and the Certified Executive Compensation Professional (CECP) designation through World@Work.

He is a frequent national and international speaker and writer on a variety of equity compensation topics. Dan has served as a member of the Alumni Board of Directors for the Eberly College of Science at the Pennsylvania State University, specifically as Chair for the Student Engagement Committee. Dan has also served as the President of the NASPP Philadelphia Chapter and as a member of the Curriculum Committee for the CEP Institute. Currently Dan sits on the Executive Advisory Committee for the NASPP.

Jay Knight

NEW

Partner
Barnes & Thornburg LLP

Jay Knight is Co-Chair of the Securities & Capital Markets Practice Group at Barnes & Thornburg, Partner-in-Charge of the firm’s Nashville office and member of the firm’s Management Committee.

Jay’s practice focuses on the representation of companies and their management and boards of directors on corporate governance and strategic matters, including strategic and tuck-in M&A, investigations, and special committee matters.  Also drawing on his extensive SEC experience, Jay serves as the relationship partner with respect to the representation of numerous public company clients as their primary corporate and securities counsel, including complex SEC reporting, disclosures and securities offerings.  He counsels clients on complex disclosure issues related to deal-making and leads them through important compliance, regulatory and capital-raising specifics, including IPOs and going private transactions.

Prior to joining the firm, Jay was a partner with and led the capital markets practice at a Nashville-based firm. Jay returned to private practice in 2012 after serving five years in the SEC Division of Corporation Finance.

From 2022-2025, Jay served as the chair of the American Bar Association’s Federal Regulation of Securities Committee with approximately 2,500 members. He previously served as chair of its Annual Review of Securities Law Subcommittee.

Michael Levin

NEW

The Activist Investor

Michael Levin is a respected investor, corporate executive, and management consultant, with almost forty years' experience in investing, corporate finance, strategy, and risk management. He previously served on the Board of Directors of Comarco, Inc. (Board Chair and Audit Committee chair) and AG&E Holdings, Inc. He is expert in all aspects of equity turnaround, and as an activist investor. This includes practical business strategy, financial structuring, and SEC matters. Michael provides resources for investors on his websites, The Activist Investor and UniversalProxyCard.com.

Kyoko Takahashi Lin

Partner
Davis Polk

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.

Michael Littenberg

NEW

Partner
Ropes & Gray

For more than 30 years, leading public and private companies, asset managers and trade associations have turned to Michael Littenberg for advice on M&A, capital markets, corporate governance and ESG, CSR and business and human rights matters.

Michael has handled hundreds of M&A and capital markets transactions over the course of his career. These transactions have involved companies across a diverse range of industries totaling tens of billions of dollars of value.

Michael is the global head of the firm’s ESG, CSR & Business and Human Rights compliance practice. He is widely recognized as a leading ESG, CSR and business and human rights practitioner, having advised clients on compliance requirements and stakeholder expectations for his entire career. Michael is highly ranked for both ESG and business and human rights by Chambers Global, among other accolades and awards. Clients note that Michael “melds subject matter expertise, awareness of industry practice and a sense of practicality in his counseling.” Michael has authored hundreds of thought leadership pieces on a diverse range of ESG, CSR and Business and Human Rights topics, and is often quoted in the media.

Michael is also a steering committee member of R&G Insights Lab, a differentiated Ropes & Gray solution for corporate governance and risk in complex business environments. 

Dave Lynn

Partner
Goodwin

Senior Editor
TheCorporateCounsel.net and CompensationStandards.com

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

Partner
Gibson Dunn

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

Partner
A&O Shearman

Lona Nallengara is the Head of the U.S. Public Company Advisory practice and a member of the Board of A&O Shearman.

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 the firm 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.

Ali Nardali

Partner
K&L Gates

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.

Oderah Nwaeze

NEW

Partner
Faegre Drinker

Oderah C. Nwaeze is an experienced trial attorney who helps clients resolve complex corporate and commercial disputes. For over a decade, he has led or worked on matters involving shareholder rights; actions arising under Delaware General Corporation Law and Delaware common law; lawsuits stemming from mergers, acquisitions and other corporate transactions; business divorces; and breach-of-contract matters. To be specific, Oderah has experience with “books-and-records” demands and litigation, actions to compel an annual meeting, stockholder appraisal litigation, derivative lawsuits, and judicial dissolution of an entity.

Although Oderah’s practice traditionally has been focused on the Delaware Court of Chancery, he also represents clients in other state and federal courts, including the Delaware Superior Court and the U.S. District Court for the District of Delaware. And given the influence of Delaware law on other states, he handles similar matters in jurisdictions across the firm’s footprint.

Oderah also has experience representing clients in state and federal class actions, and regularly counsels financial institutions in consumer-related litigation, having developed an understanding of the legal and business sensitivities of banking clients through a secondment with TD Bank. He also has represented trustees of Delaware trusts in litigation before the Court of Chancery, as well as state and federal courts outside of Delaware.

In addition, Oderah takes pride in maintaining an active pro bono practice, which has included representing veterans of the U.S. armed forces in appeals of the Department of Veterans Affairs’ decisions on their entitlement to compensation for service-connected injuries, forming nonprofits and corporations for underprivileged entrepreneurs, and working with the Pennsylvania Innocence Project.

Oderah is a graduate of Emory University School of Law, where he was inducted into the Order of Emory Advocates, was a member of the Emory Mock Trial Society and president of the Student/Alumni Association, and served on the Emory Law Honor Court. He is also a graduate of Wake Forest University, where he was a member of the track and field team, and a recipient of the Joseph G. Gordon Merit Scholarship.

Corey Perry

NEW

Partner
Sidley

Corey Perry chairs the firm’s global Employee Benefits and Executive Compensation practice area. Corey advises clients on all types of executive compensation and employee benefit matters, with a specific focus on executive compensation disclosure rules under the federal securities laws.

In addition, Corey regularly counsels clients on executive compensation and employee benefits matters related to mergers and acquisitions, divestitures, IPOs, and spinoffs. She advises boards of directors, compensation committees, and management on compensation arrangements, administrative and regulatory compliance with tax and securities laws, and corporate governance considerations regarding executive compensation and related matters.

Kyle Pinder

NEW

Partner
Morris Nichols Arsht & Tunnell

Kyle provides Delaware law advice on matters of corporate governance and transactions involving publicly traded, as well as privately held, corporations.

He regularly advises on all aspects of corporate governance, including governing document amendments, initial public offerings and other equity issuances, contests for control and stockholder activism. Having successfully represented both issuers and contestants in proxy contests, Kyle is able to provide valuable insight when advising clients in such situations.  

He also counsels corporations, directors, officers, stockholders and investors on fiduciary duty and transactional issues arising under Delaware law, including in connection with M&A, financing, and restructuring transactions, dissolutions, and statutory ratifications of defective corporate acts. In his practice, Kyle also provides formal legal opinions.

Kyle has been included in Best Lawyers: Ones to Watch for his work in corporate governance and compliance, corporate, and mergers & acquisitions law, and is a contributor to the Wolters Kluwer treatises Mergers, Acquisitions, and Buyouts and Structuring Venture Capital, Private Equity, and Entrepreneurial Transactions. He is also a member of the Morris Nichols Recruiting Committee.

Tara Tays

Partner
Pay Governance

Tara Tays is a Partner with Pay Governance LLC and has over 20 years of executive compensation experience and advises management and boards of directors on a wide range of compensation matters, including the design and implementation of annual incentive and long-term incentive plans, the review and development of internal compensation policies and procedures, the assessment of risk associated with incentive programs, and the adoption and review of employment agreements and change-in-control/severance plans. She has extensive knowledge of institutional shareholders' and proxy-advisory firms' concerns with executive compensation programs and helps companies improve shareholder support on Say on Pay and other executive compensation related proposals.

Tara is often a guest speaker at the National Association of Stock Plan Professionals and CCRcorp's annual executive compensation conferences and the National Association of Corporate Director's (NACD) Leading Minds in Governance conference, and has authored articles published in NACD Directorship magazine, Practical Law, and Deloitte's On the Board Agenda. She received a Bachelor of Science in Accounting from the University of Southern California's Leventhal School of Accounting.