Inevitably the annual meeting season rolls around each year in March accompanied, also inevitably, by a number of hotly debated issues that often pit one of the firm’s stakeholders against another placing board directors directly in the middle. Each January we convene a meeting of governance, legal, accounting and shareholder experts to educate us on the current issues prior to the season. We are extremely fortunate, this year, to have Jim Miller, Deputy Head of US Research for ISS to represent the shareholder perspective. The legal perspective will be well represented by Peggy Farrell, who is deeply steeped in corporate and securities law. We are also delighted to welcome Mary Ropes from Grant Thornton to represent the accounting perspective.
We want to answer your particular questions, therefore please think about the issues that concern you most and come prepared to raise them to our panel. We look forward to a very healthy and lively debate.
Margaret Farrell - Corporate & Business Banking & Financial Institutions Health Care Mergers & Acquisitions Securities Private Equity & Venture Capital International
Peggy chairs Hinckley Allen’s Securities Law Group and focuses her practice in the area of corporate and securities law, with extensive experience in business and capital formation, mergers and acquisitions (both domestic and cross border), corporate restructurings, strategic alliances, and corporate governance matters. She has broad expertise in securities law matters, including private equity and venture capital financings and public debt and equity offerings, 1934 Act compliance issues, proxy contests, and investment company, investment adviser and broker- dealer registration and regulation. Peggy has in-depth knowledge of financial institution regulation and experience in partnering and other arrangements for developing and commercializing technology.
Peggy serves as outside general counsel to a wide array of public and private business concerns, providing advice on business strategies and their legal ramifications. She regularly counsels directors and officers on executive compensation and regulatory compliance matters and evolving best practices in corporate governance. Her educational background is Georgetown University / University of Cincinnati, J.D., 1974
Jim Miller CFA, CPA - Deputy Head of U.S. Research, ISS/ Institutional Shareholder Services
Jim Miller is Deputy Head of U.S. Research. Jim joined ISS in 2008 as a member of the M&A Edge (Special Situations Research) team covering proxy fights and contentious mergers. In 2014, Jim joined the U.S. Research team as Head of the Financial Services sector. Jim has more than 20 years’ experience in finance, valuation and investment management. Jim previously served as a fiduciary and manager of the assets and liabilities for a $600 million defined benefit pension fund at Beckman Coulter, was a member of the Benefits Finance Investment Committee, and oversaw the company’s transition from a defined benefit plan to a 401(k) plan.
Jim began his career in engineering at United Technologies, where he conducted numerous aircraft crash investigations, and, prior to that, served as a project engineer at Allied-Signal (now Honeywell). Jim holds an MBA in Finance from Cornell University and a BS in Engineering and Applied Science from UCLA. He is a CFA charter holder, an active licensed CPA, and is a life member of the California Scholastic Federation.
Mary Ropes - Grant Thornton, Partner, Audit, National Professional Practice Director - Partner-in-Charge
Mary is the Partner-in-Charge of the National Professional Practice Director group for Grant Thornton. In this role, Mary deals with all professional standards, auditing and risk management issues throughout the Firm. She also consults with businesses throughout the country on complex accounting and auditing matters including business combinations, revenue recognition, equity instruments and long-lived assets.
Mary has more than thirty years of public accounting experience, specializing in conducting audits for public and private companies. She has extensive experience and expertise in serving consumer and industrial product companies, including automotive, building products, color and additive concentrates for the plastics industry, metal fabrication, apparel and publishing. Prior to taking on the NPPD role, she was a lead engagement partner servicing commercial clients. She worked with both private and public companies, many with a significant presence outside the US. She has also worked with numerous clients to raise capital through IPO and debt offerings; in addition, she has assisted clients with significant acquisitions and divestitures throughout her entire career. Mary has served some of the firm’s largest and most strategic clients.
Mary is member of the American Institute of Certified Public Accounts, and the NY State Society of Certified Public Accountants. Mary received her B.S. from State University of New York at Albany.
Bob Lamm - Independent Senior Advisor to the Center for Board Effectiveness, Deloitte LLP.
Bob is a leading member of the Society for Corporate Governance and served as Chair of the Society’s Securities Law Committee, among other positions, and received the Society’s Bracebridge H. Young Award, its highest, for distinguished service. Bob also co-chairs the Securities and Corporate Governance Practice at Gunster, Yoakley & Stewart, P.A. in Fort Lauderdale, Florida. In addition, he is a Senior Fellow of The Governance Center of The Conference Board. Bob previously held senior legal positions at several large companies, including W. R. Grace & Co., CA Technologies and most recently Pfizer Inc., where he was Assistant General Counsel and Assistant Secretary. He also has extensive experience with small- and mid-cap companies as well as non-profit entities. He received a Bachelor of Arts from Brandeis University and a Juris Doctor from the University of Pennsylvania School of Law. He frequently speaks and writes on securities law, corporate governance and related topics. Bob also serves on the Board of Directors of Junior Achievement of South Florida and as Chair of its Governance Committee, and is a member of the National Association of Corporate Directors. In 2016, Bob was awarded Corporate Secretary magazine’s Lifetime Achievement Award for Corporate Governance.