The Expert Committee on Shareholder Activism
The Expert Committee on Shareholder Activism was convened in October 2009 and is composed of leading professionals who contributed to the project a diverse array of expertise (legal, financial, proxy solicitation, investor relations, board assessment and succession planning, among others).
Members of the committee provided comments and suggestions on the recommendations included in Part I of the Report, and endorsed their final formulation. In addition, the group remains engaged in the development and update of the Shareholder Activism Resource Portal. The committee is co-chaired by Matteo Tonello and Damien J. Park.
Andrew L. Bab is a corporate partner at Debevoise & Plimpton and a member of the firm’s mergers & acquisitions and health care & life sciences groups, with a practice focusing on public and private mergers and acquisitions as well as corporate and securities law matters. Recently, he has been advising Misys plc in the combination of its healthcare business with Allscripts Healthcare Solutions, EDO Corporation in its acquisition by ITT, Babcock & Brown in its acquisition of Coinmach Services Corp. and Aggreko in its cross-border acquisition of a division of General Electric. In addition, he frequently advises J.P Morgan Securities, Morgan Stanley, Deutsche Bank and other investment banks on major M&A matters.
Daniel H. Burch is co-founder, CEO and chairman of MacKenzie Partners, a leading proxy and corporate governance consulting firms, providing advice to incumbents and dissidents in proxy contests. Burch has nearly 30 years of experience in the Proxy/M&A and governance industry. He formerly served as executive vice president and of the Proxy/M&A group at Dewe Rogerson, Inc., the predecessor to MacKenzie Partners. Previously in his career, he was with D.F. King & Co. and the director of corporate development at Vornado, Inc., where he was responsible for corporate acquisitions. He holds a B.S. in accounting from Lehigh University, Bethlehem, Pennsylvania.
Paul Caminiti is a managing director at Sard Verbinnen & Co and has been with the firm since 1995. He has worked closely with a number of clients in diverse industries to provide strategic communications counsel in a variety of special situations, including mergers and acquisitions, proxy contests, litigation support, divestitures, crises, IPO’s and restructurings, as well as helping build and enhance corporate identities. Caminiti holds a J.D. degree from Fordham University School of Law and a B.A. degree in history from Princeton University.
Arthur B. Crozier is co-founder and co-chairman of Innisfree M&A Incorporated and of its wholly owned subsidiary, Lake Isle M&A Incorporated, a full-service proxy solicitation and investor relations firm. Crozier’s practice includes the representation of U.S. and international clients in a wide variety of transactions, including annual and special meetings, friendly and hostile acquisitions, and proxy fights. In addition, he counsels on corporate governance and executive compensation issues. Before entering the proxy solicitation/investor relations field, Crozier was an attorney in private practice specializing in corporate and securities law matters, particularly proxy contests and M&A transactions.
David Drake is president of Georgeson, where he works directly with clients to help them obtain favorable shareholder vote results on friendly mergers and acquisitions, unsolicited takeovers, proxy contests, restructurings, shareholder proposals, compensation plans and other corporate governance matters. He is a frequent speaker and writer on proxy fights, investor activism, corporate governance and compensation issues. Drake is a member of the Society of Corporate Secretaries & Governance Professionals, the Council of Institutional Investors, the National Investor Relations Institute, and the National Association of Stock Plan Professionals.
Edward Ferris is a partner at Hedge Fund Solutions, where he works closely with CEOs and board members to implement strategic initiatives aimed at avoiding shareholder conflict and improving share value through best governance practices, enhanced organizational performance and effective investor relations. His experience includes areas such as executive compensation, succession planning, executive development, and strategic organization design. Ferris is a graduate of the Chartered Institute of Personnel and Development in London and teaches at The New School’s Milano graduate program in New York.
Joele Frank is managing partner at Joele Frank, Wilkinson Brimmer Katcher, where she develops investor and public relations strategies and programs for leading global corporations to achieve rapid and effective communications with the financial media, the investment community and governments during crises and mergers and acquisitions situations. Frank is included in PR Week’s PR Power List and has been named a member of Inside PR’s Hall of Fame as an All-Star for Investor Relations. She has played a major role in more than 1,000 special situations; with respect to proxy contests and shareholder activism, she advised, among others, Target during its proxy contest against Pershing Square Capital Management and CSX in its defense against TCI.
Daniel Gagnier is a managing director Sard Verbinnen & Co. Since joining the firm in 2000, he has worked on numerous corporate positioning programs and has been actively involved in a variety of special situations in the United States, Canada, Europe and Australia, including mergers, acquisitions, restructurings, litigation and shareholder activism matters. Prior to joining the firm, he was an account coordinator in the Financial Communications division of GPC Canada Inc. Gagnier holds a B.A. degree with honors in Political Studies from Bishop’s University in Lennoxville, Quebec. He is proficient in French.
Mark H. Harnett is president of MacKenzie Partners, Inc., a proxy solicitation company he cofounded in 1990. MacKenzie Partners is a full service proxy solicitation and corporate governance consulting firm. The firm is the leading proxy advisor in control contests and information agent in friendly and hostile tender and exchange offers for equity and debt. Representative transactions include: Target/Pershing Square, NRG/Exelon, Yahoo/Icahn, Midwest Air/AirTran/TPG and Northwest Airlines;Express Scripts/CVS/Caremark; H J Heinz/Trian, Engelhard/BASF; Topps/Crescendo/Tornante and Madison Dearborn; and, Unocal/Chevron and CNOOC. Mackenzie Partners is based in New York City with offices in Palo Alto, Los Angeles and London. Mark holds a B.A. Government from Georgetown University, and a J.D. from the University of Wisconsin Law School.
David A. Katz is a partner in the law firm of Wachtell, Lipton, Rosen & Katz in New York, an Adjunct Professor at New York University School of Law, a Senior Professional Fellow at New York University Center for Law and Business, and an Adjunct Professor at Vanderbilt University School of Law. As a corporate attorney, he specializes in the areas of mergers and acquisitions and complex securities transactions and has been involved in many major domestic and international corporate merger, acquisition and buyout transactions, strategic defense assignments and proxy contests, public and private offerings, and corporate restructurings. He also counsels boards of directors and board committees on corporate governance matters and crisis management. In 2009, Katz was named Who’s Who Legal’s Mergers and Acquisitions Lawyer of the Year as well as one of Directorship’s 100 most influential players in corporate governance.
Alan M. Miller is co-chairman of Innisfree M&A Incorporated. Innisfree is a full service proxy solicitation and investor relations firm representing issuers and dissidents worldwide. With three decades of experience in contested M&A, Miller has been involved in thousands of proxy solicitations, more than 400 proxy contests and hundreds of tender and exchange offers. He has been involved in most of the significant contested transactions of the past thirty years, working both with and/or against many of the notable activists of our time, and has been a frequent speaker on the subjects of proxy contests and hedge fund activism.
James C. Morphy is a member of Sullivan & Cromwell's management committee. In his practice as a corporate lawyer, he provides mergers and acquisitions advice for a wide range of transactions, including both friendly and hostile acquisitions, representing buyers, sellers, special committees of independent directors and financial advisors. He is a member of the ABA Task Force on Proxy Access and was named by The American Lawyer as “Dealmaker of the Year” in 2007. After joining the firm in 1979, he was elected partner is 1986 and served as the managing partner of the Mergers and Acquisitions Group from 1995 to 2007. Morphy is a graduate of Harvard College and Harvard Law School.
Justus O’Brien co-leads the North America CEO succession and board services practices of Egon Zehnder International. He consults with corporate boards, working with companies of all sizes, from the Fortune 50 to start-up organizations. Clients served include leading global corporations such as PepsiCo, Novartis, Johnson & Johnson, Hershey's, International Paper, Kroger, Hasbro, Diageo, Sara Lee, Avon, Colgate-Palmolive, Lockheed Martin, and General Mills.
Damien J. Park is president and CEO of Hedge Fund Solutions, LLC, a Philadelphia-based firm that provides investment research, strategy and stakeholder communications consulting to companies and investors involved with shareholder activism. Park is co-chair of The Conference Board Expert Committee on Shareholder Activism and, in 2008, became a featured commentator on activist investments for TheStreet.com’s “RealMoney”. He is often quoted in leading business publications, including The Wall Street Journal, The New York Times, Financial Times, BusinessWeek, CFO Magazine, The Deal, CNN Money, The Nikkei and Newsweek Japan. Mr. Park frequently speaks at professional conferences and was the chairman of the Hedge Fund Activism & Shareholder Value Summit in 2008 and 2009. He holds a Master of Business Administration degree from Trinity College Dublin, Ireland.
Rachel L. Posner is senior managing director and general counsel at Georgeson. She has appeared on industry panels, including The Deal’s M&A Outlook 2009 and The Corporate Dealmaker Forum, and is a member of The Society of Corporate Secretaries and Governance Professionals and the National Investor Relations Institute. Posner regularly speaks at law firms and investment banks to provide insight on governance issues. She has also contributed to various industry publications.
Jeffrey J. Rosen is co-chair of Debevoise & Plimpton’s mergers & acquisitions group and serves as a member of the firm’s management committee and as deputy presiding partner. In addition to mergers and acquisitions, his practice has focused on complex joint ventures, restructurings and securities offerings, and corporate governance matters. Mr. Rosen was named Dealmaker of the Year by The American Lawyer in 2009 for his representation of Verizon Wireless in its $28.1 billion acquisition of Alltel Corporation. He is ranked as a leading corporate and M&A practitioner by Chambers Global (2009) and Chambers USA (2009).
Matthew Sherman is a partner at Joele Frank, Wilkinson Brimmer Katcher and has extensive experience providing strategic corporate, financial and crisis communications counsel to companies involved in corporate transactions and special situations, including negotiated mergers and acquisitions, unsolicited takeovers, shareholder activism, proxy contests, restructurings and other corporate crises. In 2007, he was named to PR Week’s inaugural “40 Under 40” List. Sherman has recently advised a number of companies facing activist shareholders and proxy contests, including: Federal Signal (Warren Kanders), Aspect Medical Systems (First Manhattan), Actel (Ramius), White Electronic Design (Wynnefield), Sonus Networks (Legatum), Grubb & Ellis (Anthony Thompson), Motorola (Carl Icahn), and Charming Shoppes (Crescendo, Myca).
Matteo Tonello is director, corporate governance research, at The Conference Board in New York. For The Conference Board, Tonello has conducted governance and risk management analyses and research in collaboration with leading corporations, institutional investors, and professional firms. He has participated as a speaker and moderator in educational programs on governance best practices. Tonello is co-chair of The Conference Board Expert Committee on Shareholder Activism and has recently served on the Technical Advisory Group to The Conference Board Task Force on Executive Compensation. Before joining The Conference Board, he practiced corporate law at Davis Polk & Wardwell. Tonello is a graduate of Harvard Law School and the University of Bologna.
Marc R. Trevino is a co-managing partner of the Sullivan & Cromwell’s executive compensation and benefits practice group and a member of the firm’s financial institutions group. He regularly advises on a wide variety of transactional matters, succession and related compensation matters, regulatory and compliance issues and regulatory investigations. Trevino also lectures and writes extensively on compensation and corporate governance matters, including for the American Bar Association, the Association of the Bar of the City of New York, Bank Directors Magazine, The Corporate Counsel, Dow Jones Corporate Governance and The Corporate Governance Advisor. In 2010, 2009, 2008 and 2007, he was named as a leading lawyer in The Best Lawyers in America.
Kim A. Van Der Zon