Ms. Baker is chair of the firm's national Employee Benefits and Executive Compensation Practice Group. She focuses on non-qualified deferred compensation, including new Section 409A matters, executive equity incentive arrangements for both private and publicly held entities and their treatment in corporate transactions. She also represents employers and high level executives in employment agreements, severance arrangements and golden parachute plans. In addition, her practice covers representation of employers in the design, implementation and administration of tax-qualified retirement plans (including 401(k) plans, defined benefit plans and ESOPs), ERISA representation of institutional fiduciaries and advice to financial institutions concerning ERISA issues arising in pension fund investing.
Ms. Baker is Past Chair of the American Bar Association Taxation Section Employee Benefits Committee. She has formerly chaired the Illinois State Bar Association Employee Benefits Section Council and the Chicago Bar Association Employee Benefits Committee. She is a charter member of the American College of Employee Benefits Counsel. Ms. Baker co-chairs the ABA National Institute on Executive Compensation. She is also a member of the ABA Business Law Section Federal Regulation of Securities Committee where she has been active in dialogues with the SEC staff on matters involving Rule 16b-3, registration of nonqualified deferred compensation, Form S-8, Rule 701, implementation of the Sarbanes-Oxley Act, and executive compensation disclosure issues.
Ms. Baker is nationally recognized as a leading practitioner in the employee benefits and executive compensation field, and is a frequent author and speaker. Recent topics include the intersection of federal securities laws with tax-qualified retirement plans, deferred compensation under new Internal Revenue Code Section 409A, IRS Executive compensation audits, and charitable oversight issues for not-for-profit boards.
Alan Beller recently rejoined Cleary Gottlieb Steen & Hamilton as a Partner in its New York City office. From 2002 until early 2006, Alan served as Director of the SEC's Division of Corporation Finance and Senior Advisor to the SEC Chairman, and is a distinguished and well-recognized expert on corporate and securities laws.
Formerly, he was at the international law firm of Cleary, Gottlieb, Steen & Hamilton, where he became a partner in 1984. Mr. Beller has worked in three of Cleary Gottlieb's worldwide offices - New York, Paris and Tokyo - and his practice has focused on the entire spectrum of corporate, securities and derivatives issues, both domestic and international. Mr. Beller was co-chair of the International Subcommittee of the American Bar Association's Committee on Federal Regulation of Securities and has published extensively, including co-authoring a treatise entitled U.S. Regulation of the International Securities and Derivatives Markets (Sixth Edition, 2001).
Mr. Beller has a J.D. degree, magna cum laude, from the University of Pennsylvania Law School and graduated from Yale College in 1971.
Mark Borges is a principal for Mercer Human Resource Consulting in the firm's Washington Resource Group in Washington, DC. This group provides assistance and advice to Mercer consultants and clients regarding legislative, regulatory, and judicial developments that affect corporate benefits, compensation and other human resource consulting programs.
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., the leading provider of software for employee stock plan administration, prior to its acquisition by E*TRADE Group, Inc. in 1998. Mr. Borges practiced law with the firms of Ware & Friedenrich (now Gray Cary Ware & Freidenrich) from 1987 to 1992 and Pillsbury, Madison & Sutro from 1982 to 1987, specializing in equity compensation and insider trading matters as well as venture capital finance.
From 1981 to 1982, he served as law clerk to the Honorable Marion T. Bennett of the United States Court of Claims in Washington, D.C.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.
Jesse Brill is recognized as one of the country's leading authorities on insiders' transactions and compensation planning for executives. Mr. Brill is the Publisher-Editor of the nationally acclaimed newsletters The Corporate Counsel and The Corporate Executive, which he has been publishing for over 30 years. His publishing company, Executive Press, also publishes Peter Romeo and Alan Dye's Section 16 Treatise and Reporting Guide, The Section 16 Forms and Filings Handbook, Comprehensive Section 16 Outline and Section 16 Updates—and the highly acclaimed websites, Section16.net, TheCorporateCounsel.net, DealLawyers.com and CompensationStandards.com.
Mr. Brill is also Securities Counsel for Morgan Stanley and Chair of the National Association of Stock Plan Professionals. He received his law degree from Yale Law School.
Howard B. Dicker has a diverse corporate practice, including mergers & acquisitions, financings, securities offerings, venture capital investments and restructurings. He also advises numerous companies regarding securities law issues, disclosure and compliance matters as well as on executive compensation and corporate governance.
Prior to joining the firm, Mr. Dicker 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.
Mr. Dicker's recent publications include "Executive Compensation and Corporate Governance," which is Chapter 3 in A Practical Guide to SEC Proxy and Compensation Rules, 3rd Edition, 2005 Supplement (with Robert Todd Lang and Spencer G. Smul), published by Aspen.
He is also active in various bar associations and committees and speaks and writes on a variety of topics in corporate and securities law.
Alan is Editor of Section16.net and a Partner with Hogan & Hartson L.L.P., a Washington, D.C. law firm, where he specializes in securities matters. Before joining Hogan & Hartson, Alan spent two years at the SEC's Division of Corporation Finance and served for two years as Special Counsel to the SEC Chairman. Prior to that, Alan served as a law clerk for the Honorable Ellsworth A. Van Graafeiland of the US Court of Appeals for the Second Circuit. Alan is an active member of the American Bar Association, serving as Chairman of the Securities, Commodities and Exchanges Committee of its Administrative Law Section and as a member of the Committee on Federal Regulation of Securities of its Business Law Section.
He has written extensively on various issues under the federal securities laws, including his co-authorship of the Section 16 Treatise and Reporting Guide (Executive Press 1994), the Section 16 Forms and Filings Handbook (Executive Press 2000), and the Comprehensive Section 16 Outline (Executive Press 2000). Alan, together with Peter Romeo, also manages the content of Section16.net, a website for Section 16 practitioners and compliance officers. He is a frequent lecturer at professional seminars and was an adjunct professor at the Georgetown University Law Center from 1991-1996.
Amy L. Goodman is a partner in Gibson, Dunn & Crutcher's Washington, D.C. office, where she is a member of the firm's Securities Regulation and Corporate Transactions groups. She advises clients with respect to securities law disclosure and regulatory issues and corporate governance matters, including the representation of independent board committees.
Ms. Goodman joined the firm in 1998 after serving as a free-lance editor and author of books and newsletters on securities and corporate law topics, including Editor-in-Chief of Insights: The Corporate and Securities Law Advisor, The Investment Lawyer, and The Corporate Governance Advisor, all published by Aspen Law & Business. She previously was with the Securities and Exchange Commission for 11 years, holding several positions with the SEC's Division of Corporation Finance, including Associate Director (EDGAR), Deputy Associate Director, Assistant Chief of the Office of Disclosure Policy, and Chief of the Task Force on Corporate Accountability. She also served as Legal Assistant and Special Counsel to SEC Chairman Harold Williams and as an attorney in the SEC's Division of Investment Management.
In 1985, Ms. Goodman received the SEC's Distinguished Service Award, and, in 1986, she received the Presidential Meritorious Executive Award.
Ms. Goodman received her Juris Doctorate degree cum laude from the Boston University Law School and an LL.M. with emphasis in securities law, from the Georgetown University Law Center. She earned a Bachelor of Arts degree in political science from Boston University.
Ms. Goodman is admitted to practice in the District of Columbia and the State of Massachusetts. She is Chair of the Shareholder and Investor Relations Subcommittee of the Corporate Governance Committee of the American Bar Association's Business Law Section, and co-chair of the Section's Task Force on Director and Officer Liability. Ms. Goodman also is a member of the Federal Regulation of the Securities Committee of the Business Law Section and the Securities Law Committee of the Society of Corporate Secretaries and Governance Professionals. She is co-editor of Corporate Governance: Law and Practice, published by LexisNexis (2004) and is a frequent speaker at continuing legal education programs and other professional events.
John Grossbauer concentrates his practice in the areas of corporation law and commercial transactions as a Partner of Potter Anderson & Corroon. He regularly advises public and private corporations and their boards of directors with respect to all aspects of the Delaware General Corporation Law, ranging from advice regarding the fiduciary duties of directors to technical compliance with the various provisions of the Delaware General Corporation Law. Mr. Grossbauer has advised a number of clients involved in proxy contests, both as dissidents and management, including recent contests involving The Walt Disney Corporation, El Paso Corporation, Hewlett-Packard Company and ICN Pharmaceuticals, Inc., among others. Mr. Grossbauer also has extensive experience representing purchasers and sellers in negotiated acquisitions of assets and businesses, both on a national and an international level. In addition, during his 5 1/2 years as counsel and senior counsel to a New York Stock Exchange-listed Delaware corporation, Mr. Grossbauer gained additional expertise in securities law and finance that enables him to bring a unique perspective to his role as a corporate advisor.
Keith F. Higgins, a partner in the Boston office of Ropes & Gray LLP, has more than 20 years of experience counseling public companies in securities offerings, mergers and acquisition, corporate governance and executive compensation. He has been recognized as one of the top IPO lawyers in the country by The IPO Journal and is listed in the current editions of The Best Lawyers in America and Chambers USA America's Leading Business Lawyers.
Mr. Higgins also frequently writes and lectures about securities law, corporate governance and executive compensation. He is the incoming Chair of the Federal Regulation of Securities Committee of the American Bar Association's Business Law Section.
John Huber is a Partner of Latham & Watkins and the former Director of the SEC's Division of Corporation Finance which is responsible for administering the federal securities laws relating to public offerings, private placements, periodic reporting by public companies, tender offers and proxy contents. During his 11 years at the SEC, he was the primary draftsman of the first permanent tender offer rules and the going-private rule and was in charge of the Division's rulemaking program for, among other things, the integrated disclosure and shelf registration rules. He also participated in the drafting of the financial statement requirements of Regulation S-X. As Director and Deputy Director of the Division from 1981 through 1986, he was responsible for the SEC's review process for public offerings and disclosure documents by public companies with particular emphasis on financial statement and accounting issues.
Since joining Latham & Watkins in 1986, he has specialized in public offerings and private placements of debt and equity securities as well as tender offers and mergers. He has also represented clients in proceedings with the SEC's Division of Enforcement, including matters involving financial statement and accounting issues. He is the Chairman of the ABA's Task Force on Regulation FD and the former Chairman of the ABA's Subcommittee on Securities Registration. In addition, he is a member of the Advisory Board of the Bureau of National Affairs, Inc., and is a past member of the Legal Advisory Board of the National Association of Securities Dealers, Inc. He is a frequent speaker at securities law seminars.
Dixie L. Johnson is a corporate partner resident in Fried Frank's Washington, DC office, where she co-heads the firm's securities regulation and enforcement practice group. She joined the firm in 1986 and became a partner in 1993.
Ms. Johnson's practice includes counseling public companies, board committees, broker-dealers, investment advisers, corporate officers, legal and accounting professionals and others regarding their regulatory and disclosure obligations; assisting clients in developing policies and procedures to prevent violations; conducting internal investigations; and representing parties in adversarial situations involving the federal securities laws, most frequently United States Securities and Exchange Commission enforcement matters, including litigation.
Ms. Johnson is Chair of the Committee on Federal Regulation of Securities of the American Bar Association, Section of Business Law. She also is a member of the Executive Council of the Federal Bar Association's Securities Law Committee, a member of the Legal Advisory Committee of the New York Stock Exchange, a member of the Advisory Committee of the Securities and Exchange Commission Historical Society, an Advisor to the ALI-ABA Board's Program Committee and a member of the Advisory Board of the San Diego Securities Regulation Institute and the Steering Committee for the Federal Securities Institute.
Mr. Kailer focuses his practice on securities, corporate and partnership law, which includes acquisitions and mergers, particularly those involving public companies. He also focuses on formation, operation and mergers of publicly traded limited partnerships; formation, amendment, acquisition and dissolution of general and limited partnerships; offerings and restructurings of foreign public companies; counseling with respect to general securities, corporate, partnership and business matters; representation of public companies and management in connection with insider or short swing trading issues; and consultation with respect to executive compensation.
Mike Kesner is the principal in charge of firm's Executive Compensation practice. He has over 26 years' experience working with companies on a wide range of executive compensation issues, including assessment of competitive pay levels, incentive compensation plan design, executive employment agreements and severance benefits, and deferred compensation plans. Mike also has experience with recruitment and retention arrangements, supplemental executive retirement programs, benefit security techniques, board of directors compensation and change-in-control pay issues. He is the independent advisor to the compensation committee of the board of directors on executive compensation matters at several Fortune 500 companies.
Mike has authored articles published in the Harvard Business Review, CFO Magazine, Directors and Boards, National Association of Corporate Directors' newsletter, and served on the NACD's Blue Ribbon Commission on executive pay. He is also a co-author of a chapter in A Practical Guide to SEC Proxy and Compensation Rules. He has often been a guest speaker on compensation and benefit matters at conferences sponsored by the National Association of Stock Plan Professionals, Ray Garrett Jr. Corporate and Securities Law Institute, American Bar Association, PLI, Executive Enterprises, Garrett Law Institute (Northwestern University), Tulane Corporate Law Institute and Tennessee Law Institute. Mike is a member of the American Institute of Certified Public Accountants, the Illinois CPA Society, and the National Association of Stock Plan Professionals. He received a B.S. in Accounting from the University of Illinois.
Tim Marnell is Senior Actuary and Professional Standards Officer of Towers Perrin.
Mr. Marnell’s responsibilities include addressing the design, funding and administration of retirement and other employee benefit programs. While most of his work relates to programs for private sector employers, he has also been the actuary for numerous government plans including the design and funding of such plans. Mr. Marnell has frequently been involved with labor negotiations.
Mr. Marnell has designed and determined the financial aspects of nonqualified arrangements such as ERISA excess plans and supplemental executive retirement plans. During his more than 27 years of consulting with Towers Perrin, his clients have included major corporations in the airline, utility and manufacturing industries, among others.
He has made numerous presentations before retirement boards and committees on actuarial and benefits matters, as well as having given speeches on related topics.
His professional qualifications include Fellowship in the Conference of Consulting Actuaries, Associateship in the Society of Actuaries and membership in the American Academy of Actuaries. He is an Enrolled Actuary under ERISA.
David Martin is head of the firm's securities practice group and advises public companies, non-profit organizations, directors, financial professionals, investors and other clients in corporate, corporate governance, securities regulation and transactional matters. He has led teams of lawyers in public offerings, business combination and other change of control transactions, proxy contests and a variety of corporate financings. His practice also includes representing clients in enforcement cases before the U.S. Securities and Exchange Commission, internal investigations and corporate compliance issues. Mr. Martin is a frequent lecturer and author of articles.
Mr. Martin's career includes seven years of service with the SEC, where, prior to joining Covington & Burling, he was the Director of the Division of Corporation Finance. In this position, he was the senior executive officer for the agency's program for review of reports of public companies to securities markets and investors. Previously at the SEC, Mr. Martin served as special counsel to the Chairman.
Mr. Martin is on the boards of the Securities and Exchange Commission Historical Society, Westover School and Jubilee Jobs, Inc. He had four years of active duty service in the U.S. Navy and received his J.D. from the University of Virginia Law School, where he was Managing Editor of the Virginia Law Review, and his B.A. from Yale University.
Sue Morgan is a partner with the law firm Perkins Coie LLP, and is based in the firm's Seattle, Washington office. Her practice focuses on executive and equity compensation matters for public and private companies, including equity compensation plans and employment and severance arrangements. She also focuses on corporate governance, public company disclosure, and insider trading compliance, including Section 16, Rule 144 and Rule 10b5-1 plans. She is a frequent speaker at professional seminars.
Sue received her J.D. degree from Georgetown University Law Center, and after law school clerked for the Honorable Chief Judge James H. Meredith, U.S. District Court, Eastern District of Missouri. She is a member of the National Association of Stock Plan Professionals' Advisory Board.
Ron Mueller is a partner in the Washington, D.C. office of Gibson, Dunn & Crutcher. Mr. Mueller works in the corporate/securities area with an emphasis on proxy and disclosure issues, corporate governance, executive compensation (including Section 16 and Rule 144) and corporate transactions.
From September 1989 to June 1991, Mr. Mueller separated from the firm to work 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 enforcement matters and regulatory initiatives.
Mr. Mueller is admitted to practice before the courts of New York and Washington, D.C., and is a member of the District of Columbia Bar Association and the American Bar Association. As well, he is a member of the Subcommittee on Employee Benefits and Executive Compensation of the Committee on Federal Regulation of Securities (Section of Business Law, American Bar Association) and a member of the American Society of Corporate Secretaries.
Mr. Mueller has written articles and spoken at seminars about a variety of securities law issues, including trends and developments in proxy disclosures and proxy contests, the SEC's disclosure requirements, corporate governance developments, and executive compensation disclosure rules. Mr. Mueller is a contributing author to A Practical Guide to Section 16, Aspen Law & Business; A Practical Guide to SEC Proxy and Compensation Rules, Aspen Law & Business; and Federal Securities Exchange Act of 1934, Insider Reporting and Short-Swing Trading, Matthew Bender.
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.
John Olson, a 1964 honors graduate of the Harvard Law School, is a founding partner of Gibson, Dunn & Crutcher's Washington, D.C. office. Mr. Olson has extensive experience in general representation of business organizations as to corporate governance, corporate securities, corporate finance and merger and acquisition matters. He has acted as special counsel for boards of directors and board committees on governance issues and in assessing shareholder litigation, responding to business combination proposals and conducting internal investigations. He also has represented corporations, broker-dealer firms and individuals in defense of Securities and Exchange Commission and other governmental investigations.
In the American Bar Association (ABA), Mr. Olson is Chairman of the Business Law Section's Committee on Corporate Governance, and was recently a member of the Presidential Task Force on Corporate Responsibility appointed by the President of the ABA. Previously, he was Chairman of the ABA's Committee on Federal Regulation of Securities (1991-1995). He is a member of the Executive Council of the Securities Committee of the Federal Bar Association.
For the ABA, Mr. Olson has also chaired the Task Force on Regulation of Insider Trading, which produced a comprehensive analysis of and report on U.S. insider trading law, and he chairs the Task Force which has produced the third (2001) and fourth (2004) editions of The Corporate Director's Guidebook. He served for nine years on the Legal Advisory Committee of the New York Stock Exchange and was a member of the Legal Advisory Board of the National Association of Securities Dealers. He was a Founding Trustee of the American College of Investment Counsel. In 1987, he served on a select committee of leading securities lawyers, appointed by the chairman of the Senate Banking Committee, which drafted definitive insider trading legislation introduced in the United States Congress.
In 2004, Mr. Olson was identified by Legal Times as one of the "10 Leading Securities Attorneys" in the Washington, D.C. area. A frequent lecturer at legal and business seminars, Mr. Olson co-chairs various seminars on an annual basis. He is on the executive committee for the San Diego Securities Regulation Institute and the advisory committee for the Practicing Law Institute's Annual Securities Regulation Institute. He is the author of more than 100 articles and a member of the editorial advisory boards for a variety of securities and corporate law publications. Mr. Olson is the co-author ofDirector and Officer Liability: Indemnification and Insurance, published by West Publishing (revised 2002) and has edited several other books on securities law issues. Mr. Olson was the Distinguished Visiting Practitioner in Residence at Cornell Law School in Spring 2003 and is currently an adjunct professor of law at Northwestern University School of Law.
Harvey L. Pitt is the Chief Executive Officer of the global business consulting firm, Kalorama Partners, LLC. Prior to founding Kalorama Partners, Mr. Pitt was appointed by President George W. Bush to serve as the twenty-sixth Chairman of the United States Securities and Exchange Commission. In that role, from 2001 until 2003, Mr. Pitt was responsible, among other things, for overseeing the SEC's response to the market disruptions resulting from the terrorist attacks of 9/11, for creating the SEC's “real time enforcement” program, and for leading the Commission's adoption of dozens of rules in response to the corporate and accounting crises generated by the excesses of the 1990s.
For nearly a quarter of a century before becoming the Commission's Chairman, Mr. Pitt was a senior corporate partner in the international law firm, Fried, Frank, Harris, Shriver & Jacobson. He also was a founding trustee and the first President of the SEC Historical Society, and participated in a wide variety of bar and continuing legal education activities to further public consideration of significant corporate and securities law issues. Mr. Pitt served as an Adjunct Professor of Law at Georgetown University Law Center (1975-84), George Washington University Law School (1974-82) and the University of Pennsylvania School of Law (1983-84).
Former Chairman Pitt served previously with the SEC, from 1968 until 1978, including three years as the Commission's General Counsel (1975-78). Mr. Pitt started at the SEC as a staff attorney in the Commission's Office of General Counsel (1968), and served in the following capacities over the next decade: Legal Assistant to SEC Commissioner Francis M. Wheat (1969); Special Counsel in the Office of the General Counsel of the SEC (1970-72); Editor of the SEC's Institutional Investor Study Report (1972); Chief Counsel of the SEC's Division of Market Regulation (1972-73); and Executive Assistant to SEC Chairman Ray Garrett, Jr. (1973-75).
Former Chairman Pitt received a J.D. degree from St. John's University School of Law (1968), and his B.A. from the City University of New York (Brooklyn College) (1965). He was awarded an honorary LL.D. by St. John's University School of Law in June 2002, and was given the Brooklyn College President's Medal of Distinction in 2003.
Mr. Pitt is a member of the Audit Committees of the Washington National Cathedral School and Approva Corporation.
Mr. Spector focuses his practice on serving technology and software clients in establishing and administering equity compensation and other employee benefit arrangements. His practice emphasizes mergers and acquisitions, the compensation issues that arise in connection with such transactions, representing executives in employment negotiations and corporate governance matters involving executive compensation matters.
Martha Steinman has expertise in executive compensation, employee benefits, qualified and nonqualified plans, and welfare plans. She advises clients on the design and implementation of executive compensation arrangements and employee benefit plans, with an emphasis on tax and securities law considerations. Ms. Steinman works with clients to address employee benefit issues in the context of mergers and acquisitions. She also counsels clients regarding the use of captives to reinsure employee benefit arrangements and in securing exemptions from the U.S. Department of Labor.
A significant portion of Ms. Steinman's practice is in equity compensation. Additionally, she works with clients to negotiate employment and severance agreements, design compensation packages, and on retirement planning. She has expertise in advising publicly held companies on the impact of the Sarbanes-Oxley Act of 2002 on their executive compensation and other employee benefit plans. Prior to joining LeBoeuf Lamb, Ms. Steinman was a partner with Rosenman & Colin LLP. She is Chair of the National Association of Stock Plan Professionals' New York Chapter.
Mr. White is the Director of the Division of Corporation Finance at the U.S. Securities and Exchange Commission. He joined the SEC staff in March 2006. Prior to joining the staff, Mr. White was a partner for over 25 years at Cravath, Swaine & Moore LLP, where he represented public companies and their financial advisors on a wide variety of matters including public financings, public reporting obligations, corporate governance issues, restatements and other financial crises.
At the SEC, Mr. White led the Commission’s development and adoption of final rules for executive compensation disclosure, which were unanimously approved by the Commission on July 26, 2006. He has also played an instrumental role in the Commission’s recent steps to improve the implementation of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting.
Mr. White has been a frequent speaker on the securities laws and corporate governance and has been actively involved with leading securities law conferences around the country. He is currently serving as Vice Chairman of the Securities Regulation Institute. Mr. White received his J.D. from New York University School of Law and his B.S. in accounting from the University of Virginia.