Details of the individual Mayer Brown Practices and Mayer Brown Consultancies can be found in the Legal Notices section of our website. Founded in 1881 and headquartered in Chicago, Illinois, Mayer Brown is an American law firm and a global services provider. Board Memberships & Affiliations. Alexis M. Herman. The Mayer Brown Practices and Mayer Brown Consultancies are established in various jurisdictions and may be a legal person or a partnership. These procedures typically include having clear instructions in place among the directors in terms of who communicates with the potential acquirer (typically, but not always, the CEO), and having outside advisors lined up who are familiar with the company and can help the board analyze and respond to a takeover approach very quickly. Mayer Brown is a global legal services provider advising clients across the Americas, Asia, Europe and the Middle East. Board of Directors . As the COVID-19 crisis emerged, many companies were either in the process of, or had just completed the process of, setting performance targets and metrics for the current performance period (both with respect to long-term and short-term arrangements, such as performance equity and annual bonuses). Board of Directors. Serve as Secretary and legal adviser to the Board of Directors. Kantor is currently a partner at international law firm Mayer Brown based in Washington DC. Page 2 . Roland Hernandez. She was Vice Chancellor of the University System of Maryland and President and Chief Executive Officer of the University System of Maryland Foundation from 2004 to 2005. Prologis, Inc. Pier 1, Bay 1. Bill Goldsmith (Co-Vice Chair), Associate General Counsel - Reinsurance, AIG. Ashish Saran. “Mayer Brown” and the Mayer Brown logo are trademarks of Mayer Brown. She is committed to leaving this world a better place. Betsy Mitchell (Co-Vice Chair), Vice President, Armour Risk Management Inc. Marianne Petillo (Treasurer), President and CEO, ROM Reinsurance Management Company Richard Goetz, Partner at O'Melveny & Myers LLP, and Robert Lovelace, Vice Chairman at Capital Group Companies, serve as current chairs of the Board. Page 2 . Badger Meter, Inc. Mr. Bockhorst has been with Badger Meter since 2017, became a director in 2018 and Chairman of the Board in 2020. One particular issue for a board to consider is the duration of the rights plan, with shorter duration plans (e.g., one year) designed to address only the current crisis likely to draw less scrutiny from shareholders and proxy advisors than longer duration plans. The Mayer Brown Practices and Mayer Brown Consultancies are established in various jurisdictions and may be a legal person or a partnership. Board of Directors. In addition, repricing of an underwater stock option or SAR would most likely be treated as an extension of the award and would have serious negative implications under Section 409A of the Internal Revenue Code. Thus, if the targets have been set, companies may want to exercise discretion to make changes but, as with situations where the targets have not yet been set, it may be appropriate to wait to decide what changes should be made until market and other business conditions stabilize. William J. Hornbuckle. Directors bring to the Council their experience as leaders in business, law, non-profit organizations, international NGOs, academia, and government. Board of Directors Paul Salem. Suzette DeBeatham-Brown the current Mayor of the Town of Bloomfield is a wife, mother, minister and public servant. Rebecca Lee. The Board of Directors acts as our governing body and provides the structure behind Chamber initiatives, committees and councils as well as considers and implements policy and operational recommendations made by our Executive Committee. Mayer Brown LLP is a leading global law firm with offices in 26 key business centers across the Americas, Asia, Europe and the Middle East. Mayer Brown LLP. If a decision is made to suspend an ordinary dividend, advice should be sought from counsel with respect to the timing of the announcement of that decision relative to the next dividend record date. Mayer Brown LLP 1221 Avenue of the Americas New York, NY 10020 Board of Directors Nick Williamson (Apple) Lisa Selden (Spotify) Sarah Rosenbaum (Google) … David Thompson. 71 South Wacker Drive Chicago, Illinois 60606-4637 : December 23, 2020: Main Tel +1 312 782 0600 : Main Fax +1 312 701 7711: Board of Directors. View Doug Smith’s profile on LinkedIn, the world's largest professional community. Monitoring and Oversight Responsibilities of Directors. T: +1 312 782 0600. Board of Directors . Vice President, Investor Relations. Derivative Litig., have found that a failure of director oversight would occur (1) if directors failed to implement any corporate reporting or information systems or controls or (2) if such a system or controls were implemented, the directors consciously failed to monitor or oversee the company’s operations, thus removing themselves from being informed of material risks or problems requiring their attention. “I believe that all working women deserve economic security, and getting involved with Women Employed allows me to be part of the solution.” – Lydia Bueschel Holly Bartecki Executive If a board does not consider takeover preparedness on a regular basis, that board should consider adding this topic to an upcoming agenda. Prior results do not guarantee a similar outcome. UK COMPANIES LIST Find, check and analyze companies data. Mayer Brown LLP Corporate/M&A & Private Equity Department Illinois. 190 South La Salle Street . 71 South Wacker Drive Chicago, IL 60606 United States of America . Given the unexpected, and extremely rapid, onset of the crisis, most companies did not foresee the dramatic slowdown of the global economy. Board of Directors. Box 459 - 43563 State Highway 299 East Fall River Mills, CA 96028 (530) 336-5511 Ext. 2010-2020. Alberto Cortes. American Apparel Appoints Colleen B. Board of Directors Prologis, Inc. August 20, 2020. Board of Directors Colonel (IL) Jennifer N. Pritzker, IL ARNG (Retired) Jennifer N. Pritzker is currently President and Chief Executive Officer of Tawani Enterprises and the Tawani Foundation, and is Founder and Chair of the Pritzker Military Museum & Library. P: 785-562-2186. The Board of Directors serves as the Center for Democracy & Technology’s governing body. Argonaut Group, Inc. 10101 Reunion Place, Suite 500 . In this regard, we note that the recent ISS guidance contained a softening of ISS’ traditional position on pills, suggesting that the “COVID-19 pandemic is likely to be considered valid justification in most cases for adopting a pill of less than one year in duration.”. He is also the highest-ranking independent director on the board of Caterpillar. Head of NGS Systems Agilent Technologies, Inc. Veronica Herrera. Mayer Brown LLP. In addition, Marcia Tavares Maack, Mayer Brown’s Director of Pro Bono Activities, has been an active member of our Board of Directors and participates on several of our committees; Marcia has brought an important perspective and teamwork to our efforts, and she is genuinely fun to work with! Therefore, if the process is not yet complete, companies should consider waiting to finalize the targets and metrics until the market and other business conditions stabilize so that the targets that are set will more likely reflect the proper incentives and goals for executives in the new “post-pandemic” business climate. Prologis, Inc. March 7, 2017 . One specific topic for directors to consider in this regard is whether to suspend the company’s ordinary dividend or pre-existing stock buyback program to preserve cash. Attorney Advertising. John Berghoff Work Experience and Education. Page 2 . Bill Teich (Chair), Vice President of Reinsurance, The Hartford. in Mayer Brown LLP, an international law firm headquartered in Chicago. Board Member. The ability of the company to access any emergency government funds or other programs initiated in the wake of the COVID-19 crisis. For one, an investment bank may be able to provide the board with useful market intelligence, views on the likelihood that the company would be a takeover target and particular insight into market changes happening in real time due to the effects of the COVID-19 pandemic. Prologis, Inc. March 7, 2017 . Susan Hartman . ISS was less critical, however, about potential changes to a company’s approach to dividends saying that boards should have “broad discretion” in this regard. Specifically, proposed rule 2a-5 would establish requirements in connection with the determination of fair value in good faith of fund investments for purposes of Section 2(a)(41) of the Investment Company Act, as well as permit a fund’s board of directors to assign this fair value determination to the fund’s investment adviser, subject to board oversight and certain other conditions. We do note that influential proxy advisor firm Institutional Shareholder Services (ISS) recently issued guidance in advance of the 2020 proxy season suggesting that boards may open themselves up to “intense criticism and reputational damage” if they undertake share repurchases under the current circumstances. As of February 23, 2021 . Kenneth J. Guidry. Phone: (408) 222-0777. Board of Directors. C. Gregory (Greg) Harper . Development Chair. “I believe that all working women deserve economic security, and getting involved with Women Employed allows me to be part of the solution.”. Bill Teich (Chair), Vice President of Reinsurance, The Hartford. In addition, a salary reduction could have a negative effect on an executive’s golden parachute tax calculations in the event of a future change in control, as golden parachute taxes are based on an average of five years of compensation such that a salary reduction will reduce the average and increase the amounts that may be subject to golden parachute taxes. We are admitted to practice law in the State of Illinois, and we express no opinion as to matters under or involving any laws other than the laws of the State of Maryland. Attorney Advertising. She is also co-leader of Mayer Brown’s global Intellectual Property practice. MAYER, BROWN, ROWE & MAW LLP . 190 South La Salle Street . Board of Directors. Almost all equity plans of public companies have prohibitions on repricing of stock options or SARs without stockholder approval. Moreover, if a company wants to not pay a dividend that the board has already declared, further legal considerations are necessary. Martha Henderson. AmCham France welcomes seven new Board of Directors: American Express, Axa Venture Partners, FedEx International, Mayer Brown, Nike, Otis, and Philip Morris Paris, 12 November 2018 – Seven new members have been approved onto the Board of Directors of the American Chamber of Commerce in France: • Rolando FURLONG, President, OTIS France Harvard Law School Forum on Corporate Governance. Mayer Brown Free Writings + Perspectives ... What material factors did the board of directors consider in its determination to approve the identified transaction? www.mayerbrown.com: Re: Registration Statement on Form S-3 (File No. Treasurer. Joseph R. Perella Alan S. MacDonald Kazuo Koshi ... Mayer Brown LLP Toby S. Myerson* Chairman & CEO Longsight Strategic Advisors LLC Masaki Nakajima President & CEO San Francisco, California 94111 . Box 459 - 43563 State Highway 299 East Fall River Mills, CA 96028 (530) 336-5511 Ext. It wasn't Calhoun's only corporate announcement that day. One specific takeover defense that a board may consider under these circumstances is a shareholders rights plan, also known as a “poison pill.” While many public companies have a “pill on the shelf” so that they are prepared to quickly implement a rights plan if the situation warrants, the COVID-19 crisis has resulted in a recent uptick in public companies putting shareholder rights plans in place both to protect against hostile activity as well as to, in certain cases, protect tax assets that could be impacted by shifts in ownership resulting from volatility in the companies’ stock. Main Telephone (312) 782-0600. Past Executive Directors. Our Board of Directors represents a cross section of business interests as well as geographic areas in Middlesex County. The post New Rev Proc 2020-44 Provides Limited Relief for Amending Legacy Contracts to Add IBOR Fallbacks appeared first on Eye on IBOR Transition. Director of Take-Two Interactive Software, Inc., member of the Compensation Committee; Chairman of the Board of Directors of Belmond Ltd. (formerly Orient-Express Hotels Ltd.) from 2013 to … They enlist friends, family, and colleagues; chair committees; host meetings; provide fiduciary oversight; strategize; and generously provide support, guidance, time, talent, and treasure. The Delaware courts, in a line of cases beginning with In re Caremark Int’l Inc. Brown as Chairperson of the Board of Directors Former Co-Chairs Allan Mayer and David Danziger to Remain on Board as Committee Chairs Current View: USA . Joey Levin. This typically entails weighing a variety of factors, such as potential downward pressure on the company’s stock price that may result from suspending the dividend and the benefit to the company of buying back its shares when the price is relatively low. Brenda Schumacher: 1994-1996. Board … 333-237366) The San Diego Pride Board is comprised of an all-volunteer group of community members who give of their time and talent to ensure Pride has diverse representation and good governance. Philippa Scarlett Former Deputy Intellectual Property Enforcement Coordinator The White House. Gale E. Klappa, 67, Executive Chairman of WEC Energy Group. Noah Lomax. As there are various issues for a board to consider in determining whether to put a shareholder rights plan on place (and if so, the terms of such plan), a board would typically enlist the assistance of an investment bank and outside counsel to assist with this analysis. Board of Directors. Chambers Review; Department Profile; Ranked Lawyers ; This content is provided by Chambers. The Board of Directors is composed of: Lawrence L. Belles, Board Chair Allan R. Drebin, President and Treasurer Howard M. McCue III, Vice Chair and Secretary Elisabeth Geraghty, Director. Mayer Brown llp. OFFICERS AND DIRECTORS. Contacts. Mr. Kantor is based in the firm’s Washington, D.C. office. More > Tyrone C. Fahner. Colonel (IL) Jennifer N. Pritzker, IL ARNG (Retired) Jennifer N. Pritzker is currently President and Chief Executive Officer of Tawani Enterprises and the Tawani Foundation, and is Founder and Chair of the Pritzker Military Museum & Library. Doug has 20 jobs listed on their profile. ESG disclosures and future legal liabilities, Primary Direct Listings: A Hybrid Approach to a Traditional IPO Alternative, South Korean Regulator Announces Measures to Promote ESG and Responsible Investing, REITwise: 2021 Law, Accounting & Finance Conference. We are a collegial, collaborative and diverse Firm where highly motivated individuals with an unwavering commitment to excellence receive the opportunity, support and development they need to grow, thrive and realize their greatest potential. Luke Terpstra. President of Citizens State Bank. In light of director oversight responsibilities and as a matter of good corporate governance, some specific active steps for boards to consider in response to COVID-19 include the following: Liquidity and Capitalization Considerations. GABRIELA KENNEDY is a partner of Mayer Brown and head of the Asia IP and TMT group. De-SPACing—Accounting and Securities Law Considerations, Increased risk of director prosecutions during the pandemic, COVID-19 Portal Offers Multifaceted Support Tools for Businesses, GLM FOCUS: Argentina’s LNG outlook remains uncertain, Mayer Brown enhances global energy capabilities with arrival of Vera de Gyarfas as partner in Houston, SEC Lays Out Proxy Advisory Firms Responsibilities. Lynn Mayer. “Mayer Brown” and the Mayer Brown logo are trademarks of Mayer Brown. One key area of focus during the COVID-19 pandemic is liquidity. Director of US Bancorp (USB) and chairman of the Audit Committee, member of the Capital Planning Committee. Cofounder/Executive Director. Accordingly, as part of their general oversight duties during the pandemic, directors should receive periodic updates from management with respect to the company’s liquidity and capital considerations and ensure any issues in this regard are being addressed. MBA ’97 President & CEO Blue Mountain Midstream, LLC. If a board typically considers takeover preparedness on an annual basis, that board should consider whether it makes sense to accelerate that analysis this year given the changes in circumstances due to COVID-19. Prior results do not guarantee a similar outcome. For almost all U.S. public companies, COVID-19 has created unique and very profound challenges. She is based in Hong Kong, practising intellectual property, media, information technology and telecommunications law. Mr. Kantor represents companies in corporate and financial transactions on a worldwide basis. Forms are also available at the meeting. Many public companies are experiencing a dramatic fall in their stock price in light of the global financial turmoil that has become an unwelcome byproduct of the COVID-19 crisis. 2 Mayer Brown | Reporting Consequences and Other Considerations for Changes in Directors or Executive Officers of a US Public Company of specific transactions that occurred before the individual became a director. He then served four years as an officer in the US Navy, and subsequently earned a Juris Doctor from Georgetown University in 1968. www.mayerbrown.com: Re: Registration Statement on Form S-3 (File No. Most companies reserve the right to change targets and metrics. Mayer Brown will be releasing a Legal Update summarizing the Revenue Procedure in more detail in the coming days. Mayer Brown LLP is a leading global law firm with offices in 26 key business centers across the Americas, Asia, Europe and the Middle East. Page 2 . Discover more about Mayer Brown. Fred Weisker. Mandy Schultz: 1997-1999. It is prudent for boards of companies experiencing a significant decline in stock price to consider the company’s takeover preparedness and whether any steps should be taken in response to the vulnerability to hostile activity resulting from a depressed stock price. Details of the individual Mayer Brown Practices and Mayer Brown Consultancies can be found in the Legal Notices section of our website. Direct Listings: A Challenge to Traditional IPOs? Mayer Brown is a global services provider comprising associated legal practices that are separate entities, including Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership) and Tauil & Chequer Advogados (a Brazilian law partnership) (collectively the “Mayer Brown Practices”) and non-legal service providers, which provide consultancy services (the “Mayer Brown Consultancies”). William W. Grounds. Emeritus Board Members Member. … His practice concentrates on complex environmental and toxic tort litigation, environmental management, … I am honored to be a candidate for the Board of Directors of Women in Housing and Finance (WHF). For the board of directors, which is charged with overseeing the short-term and long-term health of the corporation and its business prospects, navigating the COVID-19 crisis requires careful consideration of a range of issues under these unprecedented circumstances. As a general matter, directors of a Delaware corporation have a responsibility to oversee the business and affairs of the corporation, which requires that directors make a good faith effort to put in place a reasonable board-level system of monitoring and reporting. Tyrone "Ty" C. Fahner is a Partner at Mayer Brown, a global legal services provider. BBA ’77 Past President and Retired Director PKF Texas. Even if the board does not expect the company to be the target of hostile activity under the current circumstances, it still may make sense for the board to take the time to ensure that the board has procedures in place for responding to a friendly takeover approach. You can email the board: … Main Fax (312) 701-7711 . Mayer Brown is a global services provider comprising associated legal practices that are separate entities, including Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership) and Tauil & Chequer Advogados (a Brazilian law partnership) (collectively the “Mayer Brown Practices”) and non-legal service providers, which provide consultancy services (the “Mayer Brown Consultancies”). Similarly, outside counsel could provide a summary of current structural defenses that are in place and whether adding additional defenses at this time may be prudent and feasible. Chicago, Illinois 60603-3441 Board of Directors; Board of Directors. On February 26, 2021, staff of the Board of Governors of the Federal Reserve System (“FRB”) finalized supervisory guidance that describes the key attributes of effective boards at large US bank holding companies and savings and loan holding companies (the “Guidance”). For almost all U.S. public companies, COVID-19 has created unique and very profound challenges. Green City Market. Mayer Brown llp : Board of Directors Prologis, Inc. May 5, 2020: Page 2 . SFA, Mayer Brown Speak on QM “Consider” and “Verify” 2.24.21 On Wednesday, February 24, SFA’s Dallin Merrill and Mayer Brown’s Larry Platt spoke on a panel for Women in Housing and Finance on the new QM rule from the CFPB, including outstanding questions on the regulation, which goes into effect on … We are admitted to practice law in the State of Illinois, and we express no opinion as to matters under or involving any laws other than the laws of the State of Maryland. Candidate Name: Julia Dempewolf | Title/Company: Associate, Mayer Brown LLP Running for: Director of the Board. BBA Student Undergraduate Student Representative. Gail A. Lione, 68. Partner, Sutter Hill Ventures; Michael A. San Francisco, California 94111 . Betsy Mitchell (Co-Vice Chair), Vice President, Armour Risk Management Inc. Marianne Petillo (Treasurer), President and CEO, ROM Reinsurance Management Company The company has offices in 26 cities across the Americas, Asia, Europe, and the Middle East. Senior Counsel, Mayer Brown, LLP Co-Chair, Board of Directors, Chicago Green City Market www.mayerbrownrowe.com 71 S. Wacker Drive Chicago, IL 60606 Email. Michelene Wasil. Chairman Vice Chair Vice Chair President & CEO Secretary. For example, certain arrangements, such as employment agreements and severance arrangements may have “good reason” provisions that are triggered by reductions in base pay. Elected a director in 2010. Andre Hal. John Kilroy. Learn more about our methodology. Mayers Memorial Hospital District Board Clerk Attn: Jessica DeCoito, Administration P.O. Contact Us. For the board of directors, which is charged with overseeing the short-term and long-term health of the corporation and its business prospects, navigating the COVID-19 crisis requires careful consideration of a range of issues under these unprecedented circumstances. Marcus A. Christian Co-Leader of Washington DC Litigation & Dispute Resolution Practice and Partner at MAYER BROWN LLP Washington, District of Columbia, United States 500+ connections Prologis, Inc. Pier 1, Bay 1. COVID-19 and Corporate Governance: Key Issues for Public Company Directors, FW-SIG-COVID-19-Core-Response-Team@mayerbrown.com. MAYER BROWN INTERNATIONAL LLP - Free Company Check: financial information, company documents, company directors and board members, contact details, registered office, contacts, map, nature of business, cash at bank, fixed assets, current assets, current liabilities, debtors, due diligence, street view. Mayer Brown lawyers are experienced in all aspects of governance counseling throughout a company’s life cycle. We guide senior management, boards of directors and board committees in the exercise of their fiduciary duties. Secretary. Co-Chair. This opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or any other person, or any other document or agreement involved with issues addressed herein. He joined Continental as Chief Financial Officer in 1995 and served as President and Chief Operating Officer from March 2003 to December 2004 and as President from May 2001 to March 2003, and was a member of the board of directors from May 2001 to December 2009. As of February 23, 2021 . Find company: 0 DOCs. She served as U.S. Trade Representative from 2006 to January 2009 and as Deputy U.S. Trade Representative from 2005 to 2006. Scooter Hicks. Chairman Vice Chair Vice Chair President & CEO Secretary. The impact of COVID-19 on key customers, suppliers, financing sources and service providers and review of key contracts to identify any potential issues relating to force majeure, triggers for defaults and termination rights and related contract terms. This includes understanding the impact of the crisis on the company’s cash flow, whether there are upcoming maturities of outstanding indebtedness that need to be considered and the likelihood that financial covenants will be maintained. Mayer Brown is a global services provider comprising associated legal practices that are separate entities, including Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership) and Tauil & Chequer Advogados (a Brazilian law partnership) (collectively the “Mayer Brown Practices”) and non-legal service providers, which provide consultancy services (the “Mayer Brown Consultancies”). In addition, as a result of the pandemic, some companies have considered (or implemented) pay reductions either on a case by case basis or across the executive ranks. Mayers Memorial Hospital District Board Clerk Attn: Jessica DeCoito, Administration P.O. Contact the Board or Audit Committee Communication with shareholders and other interested parties is an important part of the governance …
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