Big Legal Minds

In this podcast, Deborah Hicks Midanek – Founder & Managing Partner of Solon Group & director for 23 companies over the years – discusses her new book “The Governance Revolution: What Every Board Member Needs to Know, NOW!” – including: – What led you to write “The Governance Revolution”? – What are the most important messages in the book? – When it comes to some of the hazards of the board process, what is “The State Dinner” all about? – What about “Bullying”? – What has been the biggest surprise for you in reaction to the book?

In this podcast, Zach Olson – a Partner at Fredrikson & Byron – discusses his side gig as a professional wrestler, including: – How’d you get into professional wrestling? – How do you think your skills as a lawyer help you in the ring? – How do you think your skills as a wrestler help you in negotiations/practicing? – What’s been the most surprising thing about wrestling since you started? – What’s the most common question people ask you? Photo Credit: Knocked Out Entertainment

In this podcast, Professor JW Verret discusses Veritas Financial Analytics – VeritasAnalyticsllc.com – the only expert witness firm operated by professors – and more: – What’s it like being a professor? – What type of dealings do you have with Congress? – Why should professors run an expert witness firm? – How does Veritas Financial Analytics differ from other expert witness firms?

Labrador’s Molly Doran discusses her exciting career, including: 1. How did you wind up getting into the regulated communication industry? 2. What do you tell people that you do when you first meet them? 3. What are the hot topics that you’re grabbling with now? 4. What are the hardest parts of your job? 5. How is it working with the French? 6. What are the best parts of your job? 7. What advice would you give to someone new in your field? 8. What types of changes do you see coming in the near term for proxy design?

UAW Retiree Medical Benefits Trust’s Cambria Allen discusses the “Human Capital Management Coalition” – which is led by the UAW Retiree Medical Benefits Trust – and the Coalition’s recent petition for rulemaking to the SEC, including: 1. What is the Human Capital Management Coalition and what is “human capital management disclosure”? 2. Why did those interested in this topic decide to submit a petition for rulemaking to the SEC (as opposed to other routes)? 3. What are the main goals of the petition? 4. Any surprises so far since submitting the petition? 5. What can folks do who want to support the petition?

James Kim is a 20-year veteran of the compensation consulting industry, an industry that primarily deals with pay design for the top officers within companies. As Managing Director & Head of the SF office for Frederic W. Cook & Co., James serves as a beacon to others within his firm – and for his clients. James is a music lover – a violinist who also brings passion to his day job.

Steven Clifford is a former CEO of two public companies and he has served on a total of 13 boards of private and public companies over the years – including serving as the chair of a number of board compensation committees. Steven’s new book – “The CEO Pay Machine: How It Trashes America & How to Stop It” – is a game-changer. There’s nothing out there like it. In 280 pages, Steven clearly lays out the broken components of a typical executive pay package – along with the broken board processes that led to them. In detail, Steven explains how the emperor has no clothes. It’s riveting. And maddening. Luckily, in his last chapter, he explains how we can fix it. And yes, we can fix it.

Tom Conaghan does some of the more unique deals in our industry. Alcohol beverage deals! Tom also does far more as Co-Head of McDermott Will & Emery’s Capital Markets and Public Companies Group. Building upon a 2-decade career, Tom now is the top corporate law partner in McDermott’s DC office. A beautiful building a stone’s throw from the US Capitol – that once housed the HQ of the SEC!

Alex Lajoux is a veteran of the corporate governance industry, truly getting in on the ground floor nearly 50 years ago – in the 1970s. Starting with an editor position with Directors & Boards, Alex soon joined the staff of the National Association of Corporate Directors – the NACD – which eventually grew into the largest association devoted to governance issues. During her 25 year tenure at the NACD, Alex served in numerous roles – including the last decade as the Chief Knowledge Officer. Now, Alex is working part-time for the NACD as she embarks on a new path with her company – Capital Expert Services – that provides expert witnesses to complex business litigation.

In this podcast, Ken Bertsch – Executive Director of the Council of Institutional Investors – discusses Snap’s IPO & more, including: – How – and why – has CII opposed Snap’s dual class voting structure? – How has CII (& other investor groups) responded to calls for shareholder proposal reform? – How has it been moving back to Washington DC?

Ann Yerger is one of the top experts in the field of corporate governance, a long career spanning 30 years. Getting in on the ground floor at IRRC – the “Investor Responsibility Research Center” – she ultimately became the Deputy Director of its corporate governance service. Then, Ann spent two decades at the powerful Council of Institutional Investors (known as CII) – the last 10 years of which she served as the Executive Director. This was during an era of explosive growth for the corporate governance industry. More recently, Ann ran EY’s Center for Board Matters before leaving at the

Brian Lane & Jim Moloney worked in the SEC’s Division of Corporation Finance back in the day and are now Partners of Gibson Dunn & Crutcher. Brian splits his time between Washington DC and Orange County, California; while Jim spends his time solely in Southern California. Brian’s career at the spanned over the ‘80s and ‘90s, culminating in his serving as Corp Fin’s Director. He is the father of the “Aircraft Carrier,” a comprehensive reform effort that ultimately was put in place over the succeeding decade. Jim is best known from his Corp Fin days as serving as one of

In this podcast, Hogan Lovells’ Alan Dye discusses “fix-it” shareholder proposals, including: – What are “fix-it” shareholder proposals? – How has Corp Fin processed no-action requests related to these proposals? – Why are people so confused about why some no-action requests were granted – and some weren’t?

Katherine Blair is one of the hardest working corporate lawyers in show business. I say show business because that is the traditional stereotype of the Los Angeles corporate community. But LA has become much more – and Manatt Phelps, where Katherine is a Partner and incoming head of the firm’s securities/capital markets practice, is a leader in all things digital. Katherine’s career arc is fascinating. A “go-getter” who loves what she does – while also keeping it in all in perspective.

Covering all the latest, Broc & John discuss the impact of technology on the securities laws & old dogs.

John Huber is simply a giant. John has done it all. Became the Director of the Division of Corporation Finance at age 35. Oversaw the launch of Edgar. Implemented our integrated disclosure system. All during a record boom of IPOs. John’s technical expertise can’t be beat. He’s a “go to” guy on any type of disclosure issue. He’s worked on more deals that we could count. Not to mention his incredible breadth of knowledge on accounting issues.

Covering all the latest, John & Broc discuss a deal lawyer as the SEC Chair & the beauty of “Weekend at Bernies.”

Covering all the latest, John & Broc discuss DERA’s OTC white paper & the absence of snow.

Stan Keller of Locke Lord in Boston is a born n’ bred big legal mind. With 45 years of practice under his belt, Stan has seen – and done – it all. 45 years! Written a state corporate code. Headed the ABA’s Fed Reg of Securities Committee during Sarbanes-Oxley. Dubbed the “Dean of Integration,” Stan is considered the foremost expert on a number of areas that most of us are struggling just to learn the basics. And throughout his long career, Stan has been with the same law firm – even though that firm has seen multiple mergers!

Aaron Cutler – Hogan Lovells Partner & Former Senior Advisor to House Majority Leader Eric Cantor – discusses what the future holds in Washington DC for corporate & financial regulation, including: – Who will be taking the lead in overseeing the markets in Congress going forward? – What are the prospects of legislative changes in the near term, including a full – or partial – repeal of Dodd-Frank? – What type of SEC Chair might we see? – Can the SEC operate with just two Commissioners (Chair White leaves in January bringing the number of Commissioners down to two)?