The Attorneys
The Dream Team: Weil, Gotschal & Manges
As one of the most renowned attorneys in America, a corporate governance icon long before the term meant anything to most people, Ira Millstein (Hall of Fame ’08) has been at the forefront of governance experts calling for boards to embrace the need for more stringent risk oversight. A senior partner at Weil, Gotshal, Millstein also lends his expertise to his namesake, The Yale Millstein Center for Corporate Governance and Performance. He has counseled boards at General Motors, Disney, Tyco, Bethelem Steel, CalPERS, and numerous other organizations. In the wake of the financial crisis, Millstein, who is on NACD’s board, called for boards to restore trust in the system and rethink their strategies and their goals. Separation of the chief executive from the chair is another initiative to which he devotes his seemingly boundless energy.
Along with Millstein, Weil counts as partners a number of the nation’s leading corporate governance attorneys, quite possibly the most impressive slate of legal advisors in the field. Holly Gregory, a corporate partner, lends her expertise to directors, C-suite managers, and investors. Among her areas of expertise, she advises clients concerning fiduciary duties, conflicts of interest, leadership structure, audit, shareholder relations, and proxy voting. Some of her past clients include Yahoo, Nationwide Mutual Insurance Co., and Allianz Funds. Prior to being named senior partner of the firm, E. Norman Veasey served for 12 years as chief justice of the Delaware Supreme Court. He is one of the firm’s top advisors on issues relating to M&A, corporate governance, and litigation, and is also on the board of NACD. Last by not least is Ellen Odoner, head of Weil, Gotshal & Manges’ Public Com-pany Advisory Group.
The Dealmaker: Sullivan & Cromwell’s Rodgin Cohen
Initially making his mark in the 1970s and 1980s with his efforts to change laws that prohibited banks from expanding to other states, H. Rodgin Cohen is among that legendary set of ‘deal meisters’ that are always on the stage of major transactions in commercial banking and financial institutions. He was recognized by American Lawyer as “2008 Number One Dealmaker” for his role in the financial crisis and has worked on a variety of bank regulatory matters. Last year, The Wall Street Journal noted, “With virtually all of Wall Street as his client, [Cohen] has solidified his role as one of the most influential private-sector players in the financial crisis.” He was selected by the Obama Administration for a role at the Treasury Department but withdrew his nomination for undisclosed reasons. He was named chairman of Sullivan & Cromwell in July 2000.
Another of Sullivan & Cromwell’s top corporate governance minds is Robert Giuffra, a partner in the Litigation Group. His practice focuses on complex securities, white-collar criminals, class action, commercial, insurance, banking, and tax litigation. He has represented corporations and individuals at trial and on appeal in federal and state civil and criminal litigation. Past clients include The Bank of New York, Biovail Corp., Computer Associates, Exxon, Goldman Sachs, and ING Group, among numerous others. He currently represents clients in government investigations and securities class actions surfacing as a result of the financial crisis.
Robert Bennett, Skadden Arps
A renowned trial lawyer, Robert Bennett defied family tradition and veered from a career as a medical doctor. He is best known for representing President Bill Clinton during the Lewinsky affair, but other high-profile cases included representing New York Times reporter Judith Miller in the Valerie Plame case, then-U.S. Secretary of Defense Caspar Weinberger during the Iran-Contra scandal, and Paul Wolfowitz in the World Bank scandal. Bennett’s forte lies in white-collar crime; he is an eminent trial lawyer who has represented corporations and individuals, including directors and officers, in criminal, civil, SEC enforcement, and congressional matters. Bennett penned In the Ring: The Trials of a Washington Lawyer last year. His most famous remark, when advising board directors on taking notes, is, “note-taking is fine just as long as you write at the top of your pad, ‘Ladies and gentlemen of the jury,’ because that is who will be viewing your notes some day.” He recently announced that he will be returning to Hogan & Hartson.
Stanley Bernstein, Bernstein Liebhard
Mention the name Stanley Bernstein to a director and you are likely to elicit a nervous quiver. Since the demise of Bill Lerach and Melvyn Weiss, the face of shareholder class-action litigation is increasingly that of Bernstein’s firm. The hard-charging and witty attorney makes no apologies for going after companies he believes have wronged shareholders. Bernstein was named one of the “100 Lawyers You Need to Know in Securities Litigation” by Lawdragon magazine. Bernstein served as lead counsel in the Royal Dutch/Shell Transport Securities Litigation, which resulted in a 2008 U.S. settlement with a minimum cash value of $130 million. Bernstein has also been the lead counsel of many securities cases enforcing and expanding the rights of shareholders, including Sears, Archer Daniels Midlands, and Bankers Trust.
Ed Herlihy and David Katz; Wachtell, Lipton, Rosen & Katz
Well-known for advising leading corporate chieftains and also for his savoir faire around the boardroom as well as Capitol Hill, Ed Herlihy is a charter member of that select club of legendary M&A counselors. He also serves as co-chairman of the executive committee at Wachtell, Lipton, Rosen & Katz, where he has has been a partner since 1984. He has been at the center of many of the major transactions that occurred during the credit crisis, including those involving JP Morgan, Bank of America, and Merrill Lynch. He began his career as an attorney with the Securities and Exchange Commission and has a wealth of regulatory and M&A knowledge and experience. David A. Katz serves as a corporate attorney specializing in M&A and complex securities transactions. He served as legal representative of the firm’s highest profile mergers and buyout cases, including the Lucent-Alcatel merger and the Office Depot acquisition of Allied Office Products (and a subsequent proxy defense), among many others. This year, he was named Who’s Who Legal’s Mergers and Acquisitions lawyer of the year. Founding partner Martin Lipton, whose biography and achievements could take up this entire page, is being inducted into the Directorship 100 Hall of Fame.
Richard H. Koppes, Jones Day l
Having served as the former deputy executive officer and general counsel of the California Public Employees’ Retirement System (CalPERS), Richard Koppes’ fiduciary knowledge has provided a foundation for his corporate governance work with companies such as General Mills, Pfizer, KeyCorp, Washington Group, and Bristol-Meyers Squibb, among many others. He sits on the board of Valeant Pharmaceuticals International and is a former director of Apria Healthcare Group. He is also an NACD board member and former NACD “Director of the Year.”
Daniel J. Kramer, Paul Weiss
Daniel J. Kramer is co-chair of the securities litigation and enforcement group at Paul Weiss. He is a leading trial lawyer and litigator, as well as a prolific writer and lecturer on securities matters, regulatory issues and internal investigations. His long list of distinctions include being selected as one of the leading securities lawyers in the United States by Chambers, as one of America’s leading lawyers handling “Bet-the-Company” litigation by Best Lawyers in America, and as one of “New York’s Top 100” Lawyers by Super Lawyers. Clients include AIG, Merck, Swiss Re, Ericsson, Fannie Mae’s board, and others.
William McGuinness; Fried, Frank, Harris, Shriver & Jacobson
Chair of the litigation department in Fried Frank’s New York office, William McGuinness has been at Fried Frank since 1979 and became a partner in 1986. His broad knowledge covers multiple areas, including mergers & acquisitions, securities, and intellectual property. He routinely represents underwriters in shareholder federal securities litigation and speaks regularly at continuing legal education programs on topics concerning complex litigation, such as the impact of the Daubert standard and other evidentiary and trial practice issues. He is co-author of a chapter in the Private Securities Reformation Act, focusing on M&A, in the multi-volume treatise Business and Commercial Litigation in Federal Courts.
John Olson, Gibson Dunn
A founding partner of Gibson, Dunn & Crutcher’s Washington, D.C. office, John Olson has counseled many boards and board committees on governance issues, including defense against SEC investigations. Olson served in the American Bar Association from 2000-2005 as chairman of the Business Law Section’s Committee on Corporate Governance. He was also a member of the Presidential Task Force on Corporate Responsibility, appointed by the president of ABA. A frequent lecturer and author, Olson currently teaches an advanced seminar on governance of non-profit organizations at Georgetown University Law Center
Marc S. Rosenberg; Cravath, Swaine & Moore
Marc S. Rosenberg serves a partner and as Cravath Swaine’s co-chair of the Corporate Governance and Board Advisory group. His practice focuses on securities work and mergers & acquisitions, including counseling to boards, audit committees, and senior management, and SEC investigations. He was recently named a leading lawyer in corporate governance by PLC Cross-Border: Corporate Governance and Directors’ Duties 2008/09 and in securities law by The Best Lawyers in America 2008. He joined Cravath in 1985 and became a partner in 1990.
The Professors
Professor to the Stars: Jeffrey Sonnenfeld
Having taught at Harvard Business School and Emory’s Goizueta Business School before settling into his current position as associate dean at the Yale School of Management, Jeffrey Sonnenfeld is a respected, well-credentialed member of the “business guru” camp, and also known for founding what is now known as The Yale Chief Executive Leadership Institute. The Institute is the world’s first “CEO college” designed to promote CEO leadership through research and peer-educational forums. A director on numerous boards, Sonnenfeld has shared his business wisdom with such global behemoths as IBM, JPMorgan Chase, Yahoo, and Microsoft, lending his considerable knowledge to the world’s top movers and shakers. Sonnenfeld has penned many academic and mainstream business articles, as well as several books, including his latest, Firing Back: How Great Leaders Overcome Adversity. He has also appeared on a number of news programs, and is a regular commentator on PBS and CNBC. He was listed by BusinessWeek as among the world’s 10 most influential business professors.
Lucian Bebchuk, Harvard Law School
While business is too large and complex a discipline to be truly understood by one individual, Lucian Bebchuk may come as close as anyone in understanding its many facets. A professor of law, economics, and finance at Harvard Law School, Bebchuk is a valued resource for both the legal and financial halves of governance, having published more than 80 research articles. In addition to his research work, Bebchuk’s book, Pay without Performance: the Unfulfilled Promise of Executive Compensation was a hit in the business community.
Dennis Beresford, University of Georgia
A prolific veteran who first stepped foot in Ernst and Young’s offices in 1961, Dennis Beresford has for almost 50 years served as an invaluable resource for the accounting and auditing fields. Throughout his impressive career, Beresford has made contact with a broad array of accounting organizations, including the Financial Accounting Standards Board (FASB), the American Institute of CPAs, and the American Accounting Association, serving in a number of directorial and advisory roles within these organizations, including 10 years as FASB chairman. Beresford also serves on the boards at Fannie Mae, Kimberly-Clark, and Legg Mason, as well as NACD.
John Coffee, Columbia Law School
John Coffee is the Adolf A. Berle Professor of Law at Columbia Law School, and has served at the institution since 1980. Coffee’s name is well known by corporate governance and law thinkers around the country and his comments are sought on a variety of topics by major national media; he was recently named by the National Law Journal as one of the “100 Most Influential Lawyers in the United States.” An author with a keen interest in corporations, securities regulation, class actions, criminal law and white-collar crime, he has served on panels that include the Economic Advisory Board to Nasdaq and the National Research Council’s Standing Committee on Law and Justice.
Charles Elson, University of Delaware
The University of Delaware’s most distinguished mind on corporate governance and director compensation, Charles Elson is chair of the school’s corporate governance center. Situated in an academic environment surrounded by the day-to-day bustle of Delaware’s active governance climate, Elson is a high-profile contributor to both scholarly and popular publications, and has served on a number of commissions for the National Association of Corporate Directors as well as being a member of the NACD Advisory Council. In addition to his role as an academic, Elson serves as a counsel to Holland & Knight.
Joseph Grundfest and F. Daniel Siciliano, Stanford Law School
A Stanford law professor, as well as an economist and influential attorney, Joseph Grundfest has had a diverse career in the legal and business worlds. In addition to his duties at Stanford, where he has won numerous teaching awards, Grundfest launched the school’s executive education program, and also leads a number of other governance and business programs. Grundfest served as a commissioner with the Securities and Exchange Commission under both Ronald Reagan and George H.W. Bush, and also served on President Reagan’s Council of Economic Advisors. Since 2001 he has served on the board of directors at database company Oracle, where he chairs the Committee on Compensation and Management Development and serves on the Finance and Audit Committee. Grundfest’s colleague in governance is F. Daniel Siciliano. Though a couple of decades younger than many of his scholarly peers, Siciliano has carved a name for himself in both academic and management fields, gaining a reputation as a top-notch governance consultant and trainer.
Alfred Osborne, UCLA
Alfred Osborne is senior associate dean at UCLA’s Anderson School of Management and an expert on corporate governance and its related fields. A founder of UCLA’s Harold Price Center for Entrepreneurial Studies, Osborne teaches global economics and management, guiding students through the process of modern entrepreneurship, and established a management development program to aid African-American entrepreneurs. In addition to his academic resume, Osborne has served on a number of boards, including Times Mirror, US Filter, Greyhound Lines, First Interstate Bank of California, Nordstrom, and K2. He currently serves on the boards of Kaiser Aluminum and the Heckmann Corp.
Very interesting and very valuable for my MBA level courses on corporate governance at Lubin School of Business, Pace University. We began offering the first MBA level course on COMPARATIVE CORPORATE GOVERNANCE: A GLOBAL PERSPECTIVE, nearly four years ago. We now have added a second and third governance related courses and have under consideration both a double major for Accounting and Finance majors and a governance MBA. Your publications are very insightful and offer students a “real world” experience with governance and the important role of Directors.
Some years ago I created, edited and published the first texts available in English on all aspects of governance, company law and related industrial relations/labour relations (stakeholder laws)for the 12 major countries of Western Europe.
Professor John Alan James, Lubin School of Business, Pace University
Good job on a tough assignment. Of course no two people will ever agree on everyone who should or shouldn’t be on the list but the one person who immediately comes to my mind, and the minds of many in any discussion of corporate governance, is Robert A. J. Monks.
Bob was instrumental in creating a fiduciary duty for pension a mutual funds to vote in corporate elections. He found Institutional Shareholder Services (now part of the Risk Metrics Group), which many believe has almost monopoly power in advising institutional investors how to vote. He and Nell Minow (who you did include) then set up the LENS Fund, which paved the way for Relational Investors, GO and others on your list. Along with Nell, he then set up The Corporate Library, which you also include. You include several academics, all worthy, but it was Bob and Nell’s book, Corporate Governance, along with another earlier book by R.I. (Bob) Tricker, that virtually created the academic discipline.
I can’t understand how you missed this giant of the field… or maybe he’s on your list and I missed it?
We appreciate Jim McRitchie’s comment on Robert A.G Monks, and his achievements in the context of US corporate governance. In fact, Bob Monks was recognized by Directorship in our 2008 Corporate Governance Hall of Fame, and deservedly so (along with Bill Donaldson, Mike Oxley, Paul Sarbanes, and Ira Millstein). In addition to Bob’s many accomplishments, he also happens to be a first rate fellow and a delightful individual whom we admire and enjoy immensely.
– The Editors of Directorship