2026 BERKELEY FORUM ON CORPORATE GOVERNANCE SAN FRANCISCO, CALIFORNIA

Leveraging 30+ years of experience in the public and private sectors, Norman helps clients manage antitrust risk throughout their most important, complex and high-profile transactions, government investigations and litigation. He partners with companies, investors and boards to anticipate and navigate scrutiny from competition authorities in the US and abroad, including matters before the Federal Trade Commission (FTC) and Department of Justice (DOJ).

Norman brings decades of experience advising on the full range of competition issues, from mergers and acquisitions and joint ventures to civil and criminal investigations, as well as class actions and private antitrust litigation. He works with companies across sectors such as healthcare, technology, pharmaceuticals, energy, entertainment, retail and consumer products.

Before entering private practice, Norman served for six years as deputy director of the FTC’s Bureau of Competition, where he oversaw multiple divisions and regional offices responsible for investigating anticompetitive conduct and transactions. Before that, he served as deputy assistant director of the bureau and co‑led several of the FTC’s most high‑profile litigation matters.

He frequently speaks on antitrust issues and has served in leadership roles within the American Bar Association Antitrust Section, including serving on the Long Range Planning Committee, as co‑chair of the Mergers and Acquisitions Committee and as vice chair of the Pricing Conduct Committee.

Norman’s representative matters have included:

Transactional

• Represented the largest provider of intellectual and developmental services in its acquisition of its largest competitor in the US, resulting in a consent order with the FTC*
• Represented a major global private investment firm in its acquisition of the largest provider of pavement marking services in the US*
• Represented the energy-focused arm of a major global private investment firm in its pending acquisition of a large natural gas power plant*
• Represented a portfolio company of a major aerospace private investment firm in its pending $925 million sale to a US aerospace manufacturer and space infrastructure technology company*
• Represented a US private equity firm in its investment in a global energy consulting and engineering firm*
• Represented a portfolio company of a leading Chicago-based private equity firm in its $13.45 billion sale to a global insurance brokerage, risk management and consulting firm*
• Represented a portfolio company of a leading technology-focused private equity firm in its sale to a healthcare technology company providing software as a service (SaaS) solutions for the homecare industry*
• Represented a leading broadband connectivity services provider specializing in business and military aviation in its up to $600 million acquisition of another provider of satellite communications, in-flight internet connectivity and hardware services*
• Represented a leading US multinational enterprise software and IT services company in its acquisition of two US hospitals*
• Represented a portfolio company of a New York-based private equity investment firm in its sale to a global private equity firm*
• Represented a portfolio company of a global alternative investment firm in its sale to an end-to-end supply chain technology company*
• Represented a New York-based private equity firm in the sale of an emergency mitigation and restoration services provider to a major middle-market private equity platform*
• Represented a major infrastructure investment platform focused in the energy, transportation, digital infrastructure and water/waste sectors in its approximately $1 billion investment in a portfolio of wind and solar projects with the largest energy infrastructure builder in the US*
• Represented a major US alternative asset management firm in its acquisition of a New York-based alternative investment management firm*
• Represented a New York-based middle-market private equity firm in its acquisition of a platform of engineering, architecture and consulting firms*
• Represented a leading Chicago-based private equity firm in its investment in a specialized autism healthcare company*
• Represented the largest privately held independent oil and natural gas exploration and production company in the US in its $1 billion acquisition of oil and gas assets in Alaska from a major Italian energy company*
• Represented a major global alternative investment manager in the $420 million acquisition of a specialized financial guarantee insurance company*
• Represented a digital consultancy in its $3 billion sale to a global investment organization*
• Represented a leading Chicago-based private equity firm in its $2.7 billion acquisition of a major wealth management platform*
• Represented a portfolio company of a New York-based alternative investment firm in its sale to a leading global alternative asset management firm*
• Represented a portfolio company of a Texas-based private equity firm in the formation of a joint venture; the transaction was cleared by the FTC without divestitures*
• Represented a leading global manufacturer and distributor of consumer products in an FTC investigation into its $2 billion acquisition of another global consumer products company and manufacturer*
• Represented a global shipping container company in DOJ’s criminal investigation into the shipping container industry*

Litigation

• Represented an Ivy League university in a class action lawsuit alleging collusion to reduce financial aid and compensation for student athletes*
• Represented an Ivy League university in putative antitrust class action litigation alleging a conspiracy to artificially inflate the price of college for financial aid recipients*
• Represented a private research university and an Ivy League university in putative class action litigation alleging defendants participated in a price-fixing cartel designed to artificially inflate the price of college for financial aid recipients*
• Represented the world’s leading chemical company in asserting antitrust counterclaims against a competing automotive component manufacturer; the matter resulted in an $84 million jury trial win*
• Represented a leading financial accounting firm in a no-poach investigation*
• Represented a leading supplier of rent-to-own products in an FTC investigation involving reciprocal purchase agreements with other rent-to-own operators; the investigation resulted in a consent agreement*
• Served as co-lead class action defense counsel to a German luxury car manufacturer and its exclusive US importer and distributor in multidistrict litigation in San Francisco*
• Advised a major US movie theater chain in DOJ’s investigation into its sale to the world’s largest theatrical exhibitor*

* Representation handled before joining Cooley

Education

• Howard University School of Law JD
• University of Virginia BA

Admissions & Credentials

• District of Columbia
• Maryland

Court Admissions

• US Court of Appeals for the Seventh Circuit
• US Court of Appeals for the District of Columbia Circuit
• US District Court for the Northern District of Illinois
• US District Court for the District of Columbia

Rankings & Accolades

• Lawdragon: 500 Leading Litigators in America (2025 – 2026)
• Chambers USA: Antitrust (2024 – 2026)
• Best Lawyers: Antitrust Law and Antitrust Litigation (2023 – 2025)
• The Legal 500 US: Antitrust: Merger Control and Antitrust: Civil Litigation/Class Actions: Defense
• Law360: MVP: Competition (2022)

Memberships & Affiliations

• American Bar Association, Antitrust Section
• American Health Lawyers Association

Jon’s practice focuses on corporate, securities, governance and related matters for many of the world’s most disruptive technology companies. For 25+ years, Jon has represented a variety of private and public companies on general corporate and transactional matters valued in the billions of dollars – including numerous high-profile initial public offerings (IPOs), venture capital financings, and mergers and acquisitions.

Jon spends a considerable amount of time helping late-stage private companies prepare for their IPO. This includes scaling their corporate governance infrastructure, formulating the key metrics for measuring operational performance and advising on multiclass capitalization structures. By developing a deep understanding of our clients’ businesses on a cross-functional basis, Jon is able to deliver bespoke advice on matters that span an increasingly complicated corporate landscape, making him a trusted adviser to boards and executives alike.

Jon is passionate about client service and ensuring that Cooley’s clients receive skilled advice in a timely manner from both the corporate team and Cooley’s deep bench of subject matter practitioners across the platform.

Jon joined Cooley in 2017. From 2007 to 2017, he was a corporate partner in the Palo Alto office of another multinational law firm, after joining the firm as an associate in 1998.

Jon’s select IPO work includes advising:

• Rubrik
• Instacart
• Freshworks
• Confluent
• Procore
• Unity
• Snowflake
• CrowdStrike*
• Fastly
• Zoom
• MuleSoft
• Sunrun
• MINDBODY
• Box
• FireEye
• Palo Alto Networks
• Splunk
• LinkedIn
• Fortinet
• Aruba Networks
• Google

* Indicates underwriter representation

Select speaking engagements:

• Speaker, The L Suite’s 2024 IPO Conference, San Francisco, California, October 2024
• Speaker, “Inside Rubrik: A Legal Teardown and Analysis of the IPO,” TechGC webinar, June 2024
• Moderator, “Client Spotlight: Instacart,” Cooley Market Talks series, December 2023

Education

• Stanford University JD, Stanford Law Review member, 1997
• Harvard University BA, History, magna cum laude, highest honors, 1994

Admissions & Credentials

• California

Rankings & Accolades

• Chambers USA: Capital Markets: Debt & Equity: Western United States – Nationwide (2021 – 2025)
• Chambers USA: Capital Markets: Debt & Equity – California (2021 – 2025)
• The Legal 500 US: Capital Markets: Equity Offerings (2024 – 2025)

Adam Badawi is a Professor of Law at UC Berkeley. He writes widely on issues of law and finance with an emphasis on corporate governance, corporate transactions, and shareholder litigation. Much of his recent work uses text analysis and machine learning to analyze debt agreements, merger documents, and shareholder class action complaints. At Berkeley Law, he teaches Contracts, Corporations, Mergers and Acquisitions, and seminars related to these topics.

His research includes Does Voluntary Financial Disclosure Matter? The Case of Fairness Opinions in M&A (forthcoming, The Journal of Law and Economics) (co-authored with Matthew D. Cain and Steven Davidoff Solomon), How Informative is the Text of Securities Complaints? (forthcoming, Journal of Law, Economics & Organization), Social Good and Litigation Risk (forthcoming, Harvard Business Law Review) (co-authored with Frank Partnoy); and Is There a First-Drafter Advantage in M&A?, California Law Review (2019, California Law Review) (co-authored with Elisabeth de Fontenay) (selected as one of the top 10 corporate and securities articles of 2019 by Corporate Practice Commentator).

Prior to joining the faculty of Berkeley Law in 2017, Badawi was a Professor of Law at Washington University in St. Louis. He has been a Visiting Professor at Northwestern Pritzker School of Law and he served as a Bigelow Fellow at the University of Chicago Law School. Before joining the academy he was a litigator in the San Francisco office of Munger, Tolles & Olson LLP and was a law clerk to the Hon. Michael McConnell of the Tenth Circuit Court of Appeals.

Andrew Baker is an assistant professor of law at UC Berkeley School of Law. His primary fields of interest are corporate governance, securities regulation, and the application of empirical methods to legal questions. His work has been published in the Journal of Financial Economics, The Journal of Law, Finance, and Accounting, and the Stanford Law Review. Before joining Berkeley Law, Baker was a Research Fellow with the Rock Center for Corporate Governance at Stanford University.

Aaron is a partner in Gibson Dunn’s San Francisco, CA office, where he works in the firm’s securities regulation and corporate governance practice group. His practice focuses on advising public companies and their boards of directors, with a focus on technology and life sciences companies, on a wide range of securities and governance matters, including SEC compliance, corporate governance, ESG and sustainability reporting, investor engagement and disclosure effectiveness, proxy solicitation and annual meeting process, shareholder activism and executive compensation matters.

Before rejoining Gibson Dunn, Aaron served as Executive Counsel – Corporate, Securities & Finance, at General Electric Company. His in-house experience, which included driving GE’s revamp of its full suite of investor communications (proxy statement, 10-K, earnings releases, and integrated report), provides a unique insight and practical perspective on the issues that his clients face every day.

In 2023, Aaron was elected a Fellow of the American College of Governance Counsel, an organization of leading corporate governance lawyers from the US and Canada, and inducted into the Governance Intelligence Hall of Fame. In 2016, Corporate Secretary Magazine named Aaron Governance Professional of the Year.

Aaron serves as Co-Chair of the Certified Corporate Governance Professional Oversight Commission and an advisory board member for the Society for Corporate Governance’s Northern California Chapter and is a frequent speaker on governance, disclosure and ESG topics. Recent presentations include to the Council of Institutional Investors, Practicing Law Institute, and Society for Corporate Governance. He also is the author of several governance and securities-related publications, including a chapter on “Proxy Disclosure Effectiveness” in the Practical Guide to SEC Proxy and Compensation Rules treatise.

Aaron received his Juris Doctorate from the University of Chicago Law School in 2007, where he was a Kosmerl Scholar. He received his Bachelor of Arts with high honors from the University of Notre Dame in 2004.

Sean is chair of Cooley’s activism defense group and a nationally recognized activism practitioner. He is a trusted advisor to boards of directors and management teams, with a principal focus on shareholder activism preparedness and defense, investor engagement, crisis management, complex corporate governance matters and contested M&A. Sean has advised on some of the most high-profile and significant matters in the activism space, including the largest director election proxy contest in history and the biggest M&A transaction ever subject to a proxy fight.

Sean brings deep experience navigating high-stakes settlements, proxy contests, withhold campaigns, short attacks and corporate crises. During his career, he has worked on activism engagements involving Avis Budget Group, Bristol-Myers Squibb, Centene, Colgate-Palmolive, Del Frisco’s, FedEx, Kellanova, Kenvue, Salesforce, Six Flags, Squarespace, Vitamin Shoppe, The Walt Disney Company, Wynn Resorts and Zoom, among others.

As a complement to his representations of public companies, Sean has extensive experience counseling engaged shareholders across the activism spectrum on the assessment of investment opportunities, capital deployment and investment execution, private engagement, settlement negotiations and cooperation agreements, alternative activism strategies, proxy contests, hostile takeovers and contested M&A transactions. His work with Carl Icahn, Corvex Management, D. E. Shaw & Co., Elliott Management, JANA Partners, Land & Buildings, Politan Capital Management, Sachem Head Capital Management, Starboard Value, TOMS Capital Investment Management and Trian Partners – in addition to first-time and occasional activists – informs his guidance to directors and executives.

For his work in shareholder activism, Sean was named a “Next Generation Partner” by The Legal 500 and recognized as a “Rising Star” by The Deal.

Sean’s writings on activism and corporate governance have been featured in Bloomberg Law, the Delaware Journal of Corporate Law and the Harvard Law School Forum on Corporate Governance, among other publications. He has also been quoted in leading publications, including the Financial Times, Bloomberg, and The Deal, and spoken at Harvard Law School, New York University School of Law and the University of Pennsylvania Law School on related topics.

Prior to joining Cooley, Sean served as the law clerk to Justice Karen L. Valihura of the Delaware Supreme Court and was a member of the shareholder activism practices at two prominent international law firms.

Representative matters

Shareholder activism defense and other corporate matters

• Avis Budget Group in connection with its agreements with SRS Investment Management regarding the composition of the Avis Budget Group board of directors*
• Avis Budget Group in connection with various corporate governance matters, including its proxy contest with SRS Investment Management and implementation of multiple shareholder rights plans*
• Bristol-Myers Squibb in its defense against Starboard Value’s proxy contest opposing the company’s $90 billion acquisition of Celgene*
• Cerus in its response to a “withhold-the-vote” campaign by Bradley Radoff
• Chewy in connection with various corporate governance matters*
• Cumulus Media in its implementation of a shareholder rights plan in connection with its financial restructuring*
• Del Frisco’s Restaurant Group in connection with its agreement with Engaged Capital regarding the composition of the Del Frisco’s Restaurant Group board of directors*
• Elanco Animal Health in its response to shareholder activism by Sachem Head Capital Management*
• Exelon Corporation in its response to shareholder activism by Corvex Management*
• Express in its implementation of a shareholder rights plan*
• Fox Corporation in connection with various corporate governance matters*
• Frontier Communications Corporation in connection with various corporate governance matters, including its implementation of a shareholder rights plan to protect the availability of its net operating loss carryforwards*
• Grindr in its cooperation agreement with the company’s controlling stockholder, G. Raymond Zage, III
• KVH Industries in its defense against a proxy contest led by VIEX Capital*
• Lee Enterprises in its response to a “withhold-the-vote” campaign by Cannell Capital*
• New York & Company in connection with its response to shareholder activism by Kanen Wealth Management*
• NN in its agreement with Legion Partners Asset Management regarding the composition of the NN board of directors
• NN in its response to shareholder activism by Corre Partners Management
• Parker Drilling Company in connection with corporate aspects of its financial restructuring, including the implementation of a shareholder rights plan*
• SoundThinking in its response to shareholder activism by Veradace Capital Management
• Tailored Brands in its implementation of a shareholder rights plan*
• Tenet Healthcare Corporation in connection with various corporate governance matters, including its implementation of a shareholder rights plan to protect the availability of its net operating loss carryforwards*
• Tenet Healthcare Corporation in its agreement with Glenview Capital Management regarding corporate governance matters*
• Tenneco in connection with its cooperation agreement with Protean Services and Daniel A. Ninivaggi regarding the composition of the Tenneco board of directors*
• Tenneco in connection with various corporate governance matters, including its implementation of a shareholder rights plan to protect the availability of its tax assets*
• Tribune Publishing Company in connection with its cooperation agreement with Alden Global Capital regarding the composition of the Tribune Publishing board of directors*
• Vitamin Shoppe in its defense against a full slate proxy contest by Vintage Capital Management and its agreements with Vintage Capital Management and Shah Capital Management regarding the composition of the Vitamin Shoppe board of directors*
• Vitamin Shoppe in connection with its agreement with Carlson Capital regarding the composition of the Vitamin Shoppe board of directors*
• Wynn Resorts in its response to the attempted director nomination proxy contest and subsequent “withhold-the-vote” campaign by Elaine Wynn*
• Wynn Resorts in its agreement with Elaine Wynn regarding the composition of the Wynn Resorts board of directors*
• YRC Worldwide in its response to shareholder activism by Barna Capital Group*
• Zoom in its response to shareholder activism by Spruce Point Capital Management

Activist engagements and other shareholder representations

• 2717 Partners in its investment in Logility Supply Chain Solutions*
• Altai Capital Management in connection with its investment in ContextLogic, including the composition of the ContextLogic board of directors and the appointment of Altai’s president and chief investment officer as chairperson and CEO of ContextLogic*
• Caledonia (Private) Investments in its investment in Genius Sports Limited, including the appointment of an independent observer to the Genius Sports board of directors*
• Carl Icahn in various investments*
• Clearfield Capital Management in various investments*
• Corvex Management in connection with its investment in Anaplan*
• D. E. Shaw in connection with its:
  • Agreement with FedEx Corporation regarding the composition of the FedEx board of directors*
  • Agreement with FleetCor Technologies regarding the composition of the FleetCor board of directors*
  • Investment in Verisk Analytics*
• Elliott Management in various investments*
• Farallon Capital Management in connection with its successful proxy contest at Exelixis*
• Gates Capital Management in various investments*
• Glazer Capital in its opposition to the acquisition of Squarespace by Permira*
• JANA Partners in connection with its:
  • Agreements with Mercury Systems regarding the composition of the Mercury Systems board of directors*
  • Investment in Freshpet, including with respect to the composition of the Freshpet board of directors*
  • Investment in New Relic*
• Land & Buildings in connection with its agreement with Sun Communities regarding the composition of the Sun Communities board of directors*
• Land & Buildings in connection with its investment in Six Flags Entertainment Corporation, including with respect to the composition of the Six Flags board of directors*
• Owl Creek in connection with its investment in Anterix, including with respect to the composition of the Anterix board of directors*
• Politan Capital Management in connection with its agreement with Centene Corporation regarding the composition of the Centene board of directors*
• Sachem Head Capital Management and Clearfield Capital Management in connection with their agreement with Bottomline Technologies regarding the composition of the Bottomline Technologies board of directors*
• Starboard Value in connection with its:
  • Investment in Match Group*
  • Investment in Ritchie Bros. Auctioneers, including with respect to the composition of Ritchie Bros. board of directors*
  • Investment in Salesforce*
• The WindAcre Partnership in connection with its investment in Nielsen Holdings*
• TOMS Capital Investment Management in connection with its:
  • Investment in Colgate-Palmolive Company*
  • Investment in Kellanova*
  • Investment in Kenvue*
  • Investment in WillScot Holdings Corporation, including with respect to the composition of the WillScot board of directors*
• Trend International in connection with its investment in TriMas and Shawn Sedaghat in his appointment to the TriMas board of directors*
• Trian Partners in its campaign for change at The Walt Disney Company, including multiple proxy contests at Disney*
• Trian Partners in connection with its investment in Solventum Corporation*
• Voce Capital Management in connection with its investment in Argo Group International Holdings*
• White Hat Capital Partners in various investments*
• Whetstone Capital Advisors in connection with its investment in OptimizeRx Corporation, including with respect to the composition of the OptimizeRx board of directors*

M&A transactions

• Bain Capital Europe in its acquisition of MSX International*
• Bristol-Myers Squibb in its $90 billion acquisition of Celgene*
• Confluent in connection with its acquisition by IBM
• Conyers Park Acquisition Corp. in its $900 million combination with Atkins Nutritionals to form The Simply Good Foods Company*
• Harrison Street Real Estate Capital in connection with its acquisition of Campus Crest Communities*
• Hollander Sleep Products, a portfolio company of Sentinel Capital Partners, in its acquisition of Pacific Coast Feather Company*
• Owners of the Atlanta Hawks in an auctioned sale of the NBA team and the operating rights to Philips Arena*
• Sentinel Capital Partners in its acquisition of MB2 Dental Solutions*
• A special committee of the board of directors of Taubman Centers in Taubman’s $9.8 billion merger and joint venture with Simon Property Group*
• The WindAcre Partnership in connection with its acquisition of Nielsen Holdings and participation in a private equity consortium led by Evergreen Coast Capital, an affiliate of Elliott Investment Management, and Brookfield Business Partners*
• Vitamin Shoppe in connection with its acquisition by Liberty Tax*

* Representation handled before joining Cooley.

Education

• University of Pennsylvania Law School JD, Oscar Bregman Prize for Excellence in the Field of Business Law, Distinguished Pro Bono Service Award
• The Wharton School of the University of Pennsylvania Certificate of Management
• University of Michigan BGS, with high distinction, Michigan Scholars Award, James B. Angell Scholar, Lloyd Hall Scholar, University Honors

Admissions & Credentials

• New York

Rankings & Accolades

• The Legal 500 US: Next Generation Partner – Shareholder Activism – Advice to Boards
• The Legal 500 US: Next Generation Partner – Shareholder Activism – Advice to Shareholders
• The Deal: Rising Star

Anthony Calvano is a partner in BLB&G’s Delaware office, prosecuting corporate governance and shareholder rights litigation on behalf of the firm’s institutional investor clients. With nearly a decade of experience, Anthony leverages his deep knowledge of the Delaware courts to provide the firm’s clients with first-rate representation and advice. Anthony has a wealth of experience handling complex fiduciary duty, merger-related, and stockholder rights disputes in the Delaware Court of Chancery. He is also highly skilled in litigating claims arising from mergers and acquisitions in Delaware’s state and federal courts. In recognition of his achievements, Anthony has been named to Lawdragon’s 2026 “500 Leading Plaintiff Financial Lawyers” list. He previously served as a judicial law clerk to the Honorable Vice Chancellor J. Travis Laster of the Delaware Court of Chancery. Anthony received his J.D. magna cum laude from Notre Dame Law School, where he served as editor-in-chief of the Notre Dame Journal of International & Comparative Law and was named a Dean’s Circle Fellow.

Mona is a partner and the co-chair of Cooley’s infrastructure, energy and real estate practice. Dual-qualified as a lawyer in the US (New York and Illinois) and in England and Wales, and as a licensed professional engineer, she brings a distinctive combination of legal and technical experience to complex energy and infrastructure transactions. Over a 25-year career, she has led some of the largest and most complex energy and infrastructure transactions globally, with a focus on project finance and development, mergers and acquisitions, and tax equity and corporate finance.

Mona represents developers, investors, corporates, private equity funds, utilities and financial institutions across the full spectrum of energy and infrastructure assets, including solar, storage, wind, transmission, and oil and gas, as well as data centers and digital infrastructure platforms driven by artificial intelligence (AI) and the convergence of energy and technology. She has led numerous financing, acquisition, disposition and project development transactions involving M&A, tax credit and tax equity structures, and corporate finance.

Mona has particular depth in sophisticated infrastructure projects at the intersection of data, AI and digital transformation. She has been consistently recognized as a leading lawyer by Chambers USA, The Legal 500, The Best Lawyers in America, Law360 and other publications.

Education

• Loyola University Chicago School of Law JD
• University of St. Thomas MBA
• University of Illinois Urbana-Champaign BA
• University of Illinois Urbana-Champaign BS

Admissions & Credentials

• New York
• Illinois
• England and Wales (Registered Foreign Lawyer)

Rankings & Accolades

• The Legal 500 US: Renewable/Alternative Power (Industry Focus) and Project Finance, Recognized as a leading lawyer for Energy – Nationwide (2021 – 2025)
• Chambers USA: Projects: Renewables & Alternative Energy, Recognized as a leading lawyer – Nationwide (2021 – 2026)
• The Best Lawyers in America: Recognized as a Leading Lawyer (2013 – 2025) Thomson Reuters: New York Metro Super Lawyers (2023 – 2026)
• The American Registry: Leading Lawyer in America (2024)
• The American Registry: Top Women Attorneys in The New York Metro Area (2024 – 2026) Corporate Counsel Business Journal: 50 Women to Watch (2023)
• Law360: MVP winner: Project Finance (2020, 2021, 2025)
• Petroleum Economist: Women in Hydrogen 50, Top 10 Finalist (2022)
• The Tamarindo (formerly A Word About Wind): Recognized in Women’s Power List (2018, 2021)
• The Tamarindo: Legal Power List (2018, 2020)
• Financier Worldwide: Distinguished Advisors Project Finance & Infrastructure – Recognized as a Power Player (2021)
• Environment+Energy Leader 100 (2020)
• The Cleanie Awards: Woman of the Year: Recognized as one of the leading voices in the cleantech industry (2020)
• Al Global Media: Lawyer of the Year and Leading Energy, Mining and Infrastructure Lawyer (2018)
• Best Lawyers: Women in the Law Nominated by their Peers (2018 – 2025)

Memberships & Affiliations

• American Council on Renewable Energy (ACORE), elected board member
• US Department of Energy Ambassador for the C3E Initiative, appointed Ambassador
• An Association for Finance Professionals (ABANA), the preeminent US organization for finance professionals and institutions with interest in the Middle East and North Africa, elected board member
• The Institute for Energy Law – International Section, member
• American Bar Association – Energy and Resources, member Law360’s Energy Editorial Advisory Board, member (since 2024)
• Law360’s Project Finance Editorial Advisory Board, member (2019 – 2025)

The Honorable Bonnie W. David was sworn in as Vice Chancellor of the Court of Chancery on January 7, 2025, after having served as a Magistrate in Chancery since January 2023. Before joining the Court, Vice Chancellor David was a Counsel in the litigation department of Skadden, Arps, Slate, Meagher & Flom LLP, where she litigated before the Court of Chancery with a focus on deal litigation, corporate statutory proceedings, and contract disputes, and advised on corporate governance and transactions.

Vice Chancellor David graduated cum laude from the University of Pennsylvania Law School in 2013, where she served as Senior Editor on the University of Pennsylvania Law Review. She received her B.A. from Boston University, graduating summa cum laude. Immediately after law school, Vice Chancellor David clerked in the Court of Chancery for Vice Chancellor Sam Glasscock III.

Catherine Dearlove is a director of Richards, Layton & Finger, Delaware’s largest law firm.“Responsive, business-minded, and client-focused” (Chambers USA), Catherine has appeared as lead or co-counsel in many notable cases in the Court of Chancery and the Delaware Supreme Court. She represents Delaware corporations, LLCs, limited partnerships, and their officers, directors, and managers in M&A disputes, derivative and class actions, and corporate control disputes. Catherine’s clients also rely on her advice regarding complex corporate governance and fiduciary issues, praising her “experience, judgment, and skills both in and out of the courtroom” (Chambers USA). In addition, Catherine advises special committees in internal investigations and transactional matters, has served as a party-appointed neutral arbitrator, and has testified as an expert witness on Delaware corporate law issues.

Catherine is a fellow of the American College of Governance Counsel, a member of the board of directors of the Attorneys’ Liability Assurance Society, Ltd., and a frequent panelist at professional conferences addressing issues of Delaware corporate law and governance. She earned a B.S.F.S., magna cum laude, from Georgetown University, and a J.D., with distinction, from Stanford Law School.

Over his 20+ year career, Jim has counseled hundreds of public companies with high-stakes crises, contested annual elections, management turnover, and M&A, including: Cigna, Emerson Electric, Exact Sciences, Genuine Parts, Pernod, Red Hat and dozens of bank mergers. Jim regularly advises companies on short attacks and shareholder activism threats; he spent two years defending the short attack against Herbalife. Jim, a former partner at Joele Frank and member of the firm since 2005, is a member of the National Investor Relations Institute (NIRI), and was named to PR Week’s 40 Under 40 list in 2019.

Andrew is global head of Cooley’s white collar defense and investigations group and co-partner in charge of the Washington, DC, office. He practices in New York City and Washington, DC. A highly acclaimed former federal prosecutor, he’s known for his role serving as the chief of the public corruption unit at the US Attorney’s Office for the Southern District of New York, where he led some of the highest-stakes prosecutions in the country. Andrew defends companies and individuals before government agencies and in high-stakes litigation, leads complex and sensitive internal investigations, and has successfully tried significant white collar and regulatory matters.

Recognized by Chambers USA in New York and Washington, DC, as a top white collar and government investigations lawyer, Andrew draws extensive praise from his peers and clients. Clients describe him as “an incredible thinker” with “killer instincts” and a “strategic mind,” and “an extraordinarily effective advocate” who “exudes credibility with judges, clients and counsel based on his dedication to understanding cases from all angles.” Andrew routinely represents clients in bet-the-company government investigations by the DOJ, the US Securities and Exchange Commission, state attorneys general, and other regulatory entities in matters involving financial fraud, bribery, false claims, bid-rigging, trade secrets, foreign corrupt practices, money laundering and sanctions violations.

As head of the SDNY public corruption unit, Andrew spearheaded numerous high-profile cases, including:

• The convictions of the former Speaker of the New York State Assembly, a case Andrew personally tried and argued on appeal, and the former Majority Leader of the New York Senate
• Corruption investigations involving the president of the United Nations and top officials at the New York City Police Department, the National Collegiate Athletic Association and Rikers Island correctional facility
• Multiple successful prosecutions brought under the Foreign Corrupt Practices Act, including two of the first FCPA trial convictions in the past decade

Andrew is a visiting professor at the University of Virginia School of Law and has served as a guest lecturer at Yale Law School, Stanford Law School, New York University Law School, and the University of Pennsylvania Law School.

Before becoming a lawyer, Andrew was a staff writer at Time magazine. He clerked for US District Judge Sidney H. Stein in the US District Court for the Southern District of New York and US Circuit Judge Chester J. Straub in the US Court of Appeals for the Second Circuit.

Andrew’s recent representative experience includes:

Companies, nonprofits and boards

• A major public company under investigation by SDNY for computer fraud offenses
• A major public technology company facing parallel securities and wire fraud investigations by the SEC and DOJ
• A top educational institution facing a DOJ investigation for government contracting fraud
• A top international nonprofit investigating allegations of fraud, kickbacks and foreign bribery
• An audit committee of a Fortune 500 company investigating misconduct by the CEO and general counsel
• A major public insurance company investigating allegations of C-suite misconduct
• A large healthcare organization under investigation by the DOJ for accounting fraud, wire fraud and violations of the Anti-Kickback Statute
• A large, privately held media company under investigation by the DOJ’s Antitrust Division for “no-poach” violations
• A cutting-edge private technology company facing investor fraud investigations by the SEC and SDNY
• A major New York construction company in a grand jury investigation relating to minority business subcontractors

Individuals

• The CEO of one of the world’s largest companies investigated for FCPA violations by the US Attorney’s Office for the Eastern District of New York and the DOJ’s Fraud Section
• One of the top officials in the White House in multiple DOJ special counsel investigations
• A company founder and CEO under investigation by SDNY for wire fraud
• Hedge fund analysts under investigation by SDNY for participating in a multibillion-dollar securities fraud scheme
• A former high-level New York City official in an SDNY public corruption investigation
• A former member of Congress in insider trading investigations by SDNY and the SEC
• The CEO of a New York-based technology company in an antitrust investigation by the DOJ
• The CEO of a New York-based healthcare company in an investigation for honest services fraud and wire fraud by EDNY
• A former FTX executive in investigations by SDNY, the SEC and the Commodity Futures Trading Commission
• Executives of a Washington, DC-based government contractor in a wire fraud investigation by the US Attorney’s Office for the Eastern District of Virginia and the DOJ
• The president of a large entertainment company in an antitrust investigation by the DOJ

Education

• Yale Law School JD
• Princeton University BA, magna cum laude, Phi Beta Kappa

Admissions & Credentials

• New York
• New Jersey
• District of Columbia

Court Admissions

• US Court of Appeals for the Second Circuit
• US District Court for the Southern District of New York
• US District Court for the Eastern District of New York

Rankings & Accolades

• Chambers USA: Litigation: White-Collar Crime & Government Investigations – District of Columbia (2024 – 2026)
• Chambers USA: Litigation: White-Collar Crime & Government Investigations – New York (2022 – 2026)
• The Legal 500 US: Corporate Investigations and White-Collar Criminal Defense (2024 – 2026)
• Henry L. Stimson Medal for outstanding career performance as an Assistant US Attorney (2017)
• Director’s Award for Superior Performance as an AUSA (2015)
• Assistant Attorney General’s Award for Exceptional Service (2014)

Memberships & Affiliations

• Edward Bennett Williams Inn of Court, Washington DC Federal Bar Council American Inn of Court, New York

Tanner Kaufman is a Managing Director in the M&A, Activism & Governance practice within FTI Consulting’s Strategic Communications segment. He is based in New York.

Mr. Kaufman brings significant expertise across high-profile corporate events and transactions, including advising clients on special situations, such as friendly and unsolicited transactions, shareholder activism defense, proxy contests, leadership changes, litigation and short attacks. He has led major transaction assignments for organizations including Primo Brands, Volaris, Emerson, Southwest Gas, Gannett, WillScot Holdings, WestRock, L3Harris, Terminix, Skillsoft, TaskUs, AVEO Oncology, CTI BioPharma, Translate Bio, Cabot Oil & Gas, Ali Group, Barnes & Noble, Alder BioPharmaceuticals, Panera Bread, WebMD, Keurig Green Mountain, Pep Boys and numerous others. In addition to his deep transaction experience, Mr. Kaufman has advised on more than 100 public and private activist situations, helping companies defend against some of the most notable activist investors, including Carl Icahn, Trian Partners, DE Shaw, Eminence Capital, Outerbridge, ValueAct, Elliott Management and Engaged Capital.

An expert in financial communications, Mr. Kaufman also works with companies to create and implement comprehensive investor relations programs and evolving equity narratives, navigating emerging issues, executing shareholder outreach and engagement strategies, and building sustainable, supportive shareholder bases. He has advised numerous companies across industries on crisis and hostile takeover preparedness and real-world response efforts.

In 2024, Mr. Kaufman was named to M&A Advisor’s Annual Emerging Leaders list, which recognizes and celebrates the achievements of M&A, financing and turnaround professionals who have made notable contributions to their industry and community. In 2026, he was recognized as a Rising Leader Under 40 by the National Investor Relations Institute (“NIRI”). Prior to joining FTI Consulting, Mr. Kaufman was a Managing Director at Joele Frank, Wilkinson Brimmer Katcher.

Jamie is the chair of Cooley’s global mergers and acquisitions group. Her representative tech clients include Zoom, Uber, Datadog, Twilio, Fastly, Sunrun, Netflix, Dropbox, Automattic, Levi Strauss & Co., Procore, Tableau, Ellie Mae, Looker, Chegg and MINDBODY. Jamie’s representative life sciences clients include Medivation, Arena Pharmaceuticals, RayzeBio, Carmot Therapeutics, Five Prime Therapeutics, Kite Pharma, Portola Pharmaceuticals, Principia Biopharma, Forty Seven and Abaxis. Her representative investment banking clients include Qatalyst Partners, Morgan Stanley and Centerview Partners.

The strength of Jamie’s practice is in its high-profile variety – a curated mix of cutting-edge public, private, buy-side, sell-side and multi-industry clients. She also regularly counsels takeover and activist defense engagements, proxy contests, joint ventures, strategic equity investments, and founder and management teams. Jamie enjoys her regular advisory role with boards of directors and special committees regarding corporate governance and strategic matters.

Jamie’s representative M&A transactions include:

Technology

• Zoom in its:
  • Announced and then terminated agreement to acquire Five9 in an all-stock transaction valued at approximately $14.7 billion
  • Acquisition of Solvvy
  • Acquisition of Keybase
• Grindr’s combination with special purpose acquisition company (SPAC) Tiga Acquisition for $2.1 billion Tableau’s sale to Salesforce for $15.7 billion
• Sunrun’s acquisition of Vivint Solar in a stock deal valued at $3.2 billion
• Cornerstone OnDemand’s sale to Clearlake Capital for an enterprise value of approximately $5.2 billion Ellie Mae’s sale to Thoma Bravo for $3.7 billion
• AuditBoard’s agreement to sell to Hg for more than $3 billion
• MINDBODY’s sale to Vista Equity Partners for $1.9 billion
• Uber in its acquisition of multiple undisclosed targets, as well as its:
  • Acquisition of Drizly for approximately $1.1 billion
  • Acquisition of JUMP Bikes
  • Acquisition of Otto
• Everbridge’s sale to Thoma Bravo for $1.8 billion
• Chegg’s acquisition of Busuu for $436 million
• Netflix’s acquisition of Boss Fight Entertainment
• Dropbox in its:
  • Acquisition of DocSend for $165 million
  • Acquisition of Hypertools (dba CommandE)
  • Acquisition of Hellosign for $230 million
• Fastly’s acquisition of Signal Sciences for approximately $775 million
• Looker’s sale to Google for $2.6 billion
• Automattic, the parent company of online publishing platform WordPress, on its acquisition of Tumblr from Verizon
• Workday’s acquisition of Scout RFP for approximately $540 million
• Clarabridge’s sale to Qualtrics for $1.125 billion
• Hootsuite’s acquisition of Talkwalker
• Accel in connection with Squarespace’s take-private sale to Permira for $6.9 billion Healthcare and life sciences
• Medivation’s sale to Pfizer for approximately $14 billion
• Arena Pharmaceuticals’ sale to Pfizer for $6.7 billion
• Forty Seven’s sale to Gilead for $4.9 billion
• RayzeBio’s agreement to sell to Bristol-Myers Squibb for $4.1 billion
• Principia Biopharma’s sale to Sanofi for $3.7 billion
• Carmot Therapeutics’ agreement to sell to Roche for up to $3.1 billion (including milestones) Five Prime Therapeutics’ sale to Amgen for $1.9 billion
• ProfoundBio’s sale to Genmab
• Portola Pharmaceuticals’ sale to Alexion Pharmaceuticals for $1.41 billion
• Dova Pharmaceuticals’ sale to Swedish Orphan Biovitrum AB (Sobi) for approximately $915 million Adamas Pharmaceuticals’ sale to Supernus Pharmaceuticals for $450 million
  Abaxis’ sale to Zoetis for approximately $2 billion

Consumer and retail

• IAA’s sale to Ritchie Bros. in a $7.3 billion cross-border stock and cash transaction and related shareholder activism defense matters, including IAA’s cooperation agreement with Ancora Advisors and Ritchie Bros.’ concurrent $500 million investment from Starboard Value
• MIRROR’s sale to lululemon athletica for $500 million
• Levi Strauss & Co. in its acquisition of Beyond Yoga
• BowX Acquisition Corp.’s combination with WeWork
• Function of Beauty’s sale to L Catterton for $150 million
• Lucasfilm’s sale to Walt Disney Co. in a cross-border transaction worth $4.25 billion in cash and stock
• Peet’s Coffee & Tea’s acquisition of Mighty Tea Leaf

Financial advisory

• Morgan Stanley as financial adviser to:
  • UserTesting in its sale to Thoma Bravo and Sunstone Partners for $1.3 billion in cash
  • Okta in its acquisition of Auth0 for $6.5 billion
  • Intuit in its acquisition of Mailchimp for $12 billion
  • Plantronics in its sale to HP for $3.3 billion
  • SailPoint in its sale to Thoma Bravo for $6.9 billion
  • Entegris in its sale to CMC Materials for $6.5 billion
• Qatalyst Partners as financial adviser to:
  • Splunk in its agreement to sell to Cisco for $26 billion
  • Cvent in its sale to Blackstone for $4.6 billion
  • Inphi in its sale to Marvell Technology Group for $10 billion
  • Fitbit in its sale to Google for $2.1 billion
  • Verifone in its sale to Francisco Partners for $3.4 billion
  • Imperva in its sale to Thoma Bravo for $2.1 billion
  • Apptio in its sale to Vista Equity Partners for $1.9 billion
  • Cavium in its sale to Marvell Technology Group for $6 billion
  • Vonage in its sale to Ericsson for $6.2 billion
• Centerview Partners as financial adviser to Sovos Brands in its agreement to sell to Cambell Soup Company for $2.7 billion

Recent accolades for Jamie and Cooley’s mergers and acquisitions group include:

• Chambers USA: Corporate/M&A – California: San Francisco, Silicon Valley & Surrounds (2021 – 2025) The Legal 500 US: Leading Lawyer in M&A: Large Deals ($1bn+) (2024 – 2025)
• The Legal 500 US: Shareholder Activism (2025)
• The Legal 500 US: M&A/corporate and commercial – M&A: middle-market (2016 – 2023) The Deal: Top Women in Dealmaking (2022)
• The Recorder: Women Leaders in Tech Law (2017, 2022)
• The Recorder: Tech Deal Firm of the Year (2019)
• The Deal: Dealmaker of the Year finalist (2019)
• The Deal: Women in M&A – The Powerhouse 20 (2018)
• The Recorder: Trusted Adviser(2017)
• National Law Journal: M&A/Antitrust Trailblazer (2016)

David Marcus is a senior writer focusing on legal issues raised by corporate transactions. David writes about the structure of merger agreements, Delaware law cases and developments and cross-border M&A. He has been a reporter at The Deal since its launch in 1999 and the senior writer on Corporate Control Alert — The Deal’s journal of legal and financial trends in dealmaking — since 1997. A 1992 graduate of Princeton University and a 1996 graduate of the University of Virginia School of Law, he also writes about wine for The Deal.

The Honorable Kathaleen S. McCormick was sworn in as Chancellor of the Court of Chancery on May 6, 2021. Chancellor McCormick first joined the court as Vice Chancellor on November 1, 2018. Prior to joining the Court, Chancellor McCormick was a partner in the Delaware law firm Young Conaway Stargatt & Taylor, LLP, where she focused her practice on litigating internal governance and corporate disputes, primarily in the Court of Chancery. Before entering private practice, Chancellor McCormick was a staff attorney with the Community Legal Aid Society, Inc.

Chancellor McCormick received her undergraduate degree from Harvard and her law degree from Notre Dame Law School. She is a Delaware native and a graduate of Smyrna High.

Michael represents public and late-stage private companies in a broad range of corporate governance and securities regulation matters. He has extensive experience counseling management, boards and startups on corporate governance policy and trends, engagement and activism, shareholder proposals, Exchange Act reporting and sustainability matters. Michael regularly publishes thought leadership related to governance and other public company matters, and advises clients on key market trends, fiduciary duties and best practices, and emerging Securities and Exchange Commission (SEC), stock exchange, and other federal and state regulations.

Michael’s practice includes a special focus on advising public companies on proxy season matters and other strategic governance situations – including shareholder engagement, proxy advisor and institutional investor policies, shareholder proposals and activism, board structure and composition, governance structure evolution and proxy disclosures. He works closely with IPO-stage companies on public company readiness matters – including strategic governance decision-making, establishing key board and compliance processes, stakeholder relations and preparing initial SEC reporting. Michael also regularly advises companies on “post-IPO maturation” matters, including evolving proxy statement and other disclosures, building shareholder engagement and sustainability reporting programs, and evolving governance structures, policies and practices.

Education

• Harvard Law School JD, magna cum laude, 2014
• Harvard University MA, Government, 2014
• Institut d’Etudes Politiques de Paris Master Recherche, History and Theory of Politics, first class honors, 2010
• University of Chicago BA, Philosophy, college and departmental honors, 2008

Admissions & Credentials

• California
• New York

James J. Moloney became the Director of the Division of Corporation Finance at the SEC in October 2025.

Jim previously served at the SEC for six years prior to joining Gibson Dunn & Crutcher, where he worked for 25 years, ascending from corporate associate to equity partner. He served as a longstanding Co-Chair of the firm’s Securities Regulation and Corporate Governance Practice. He advised a wide base of clients on corporate governance matters, disclosure rules, mergers & acquisitions, tender offers, proxy contests, and going-private transactions among other areas.

During his tenure at the SEC from 1994 to 2000, Jim was an attorney-advisor and later a Special Counsel in the Office of Mergers & Acquisitions in the Division of Corporation Finance. Notably, Jim was the primary author of the proposing and adopting releases for Regulation M-A, a comprehensive set of rules governing mergers & acquisitions, tender offers and proxy solicitations.

Jim received his LL.M. degree in securities regulation with distinction from the Georgetown University Law Center. He received his J.D. degree cum laude from Pepperdine University, where he was an editor of the Pepperdine Law Review. He received his B.S. degree in business administration from Boston University.

Professor of Law, University of California, Berkeley Frank Partnoy is the Adrian A. Kragen Professor Law at the UC Berkeley School of Law and Affiliated Faculty at the Berkeley Haas School of Business and the Simons Institute for the Theory of Computing. He has written several books, dozens of scholarly articles, and more than fifty opinion pieces in The New York Times and the Financial Times. Partnoy has appeared on 60 Minutes and The Daily Show with Jon Stewart, and has testified before both houses of Congress. He has been an international research fellow at Oxford since 2010, and is a graduate of Yale Law School.

Angeli Patel is the Executive Director of the Berkeley Center for Law and Business, where she focuses on advancing corporate strategy, governance, and innovation in a rapidly evolving global landscape. She is deeply engaged in UC Berkeley’s innovation ecosystem, serving on the Innovation & Entrepreneurship Council and the Advisory Board of the Open Innovation Squad at Berkeley Haas School of Business.

As a practicing attorney, Angeli advises on AI and sustainability governance and corporate strategy. She began her legal career at Jones Day in the M&A practice and later joined the Sustainability & ESG Advisory Practice at Paul, Weiss, Rifkind, Wharton & Garrison LLP, advising clients on governance strategies to address climate and social risks.

Prior to her legal career, Angeli advised global governments and NGOs, including White House Office of Management and Budget under the Obama Administration focusing on government digitization and management reform; a policy advisor at the U.S. Department of Health and Human Services, addressing consumer privacy. She also advised the UN Global Compact Network Australia on anti-corruption and business & human rights; as well as at the Government of Chile, Ministry of Finance on the country’s first government modernization initiatives.
As startup advisor and entrepreneur herself, Angeli is passionate about scaling businesses that align growth with social & political ecosystems. She launched an e-commerce business for women of color in 2021 and advises the Leadership & Development startup, Mandala.

Angeli holds a JD from Berkeley Law.

David is co-chair of Cooley’s global capital markets group. He practices general business and corporate law, representing both emerging and public companies in a variety of matters – including capital markets transactions, Securities and Exchange Commission (SEC) reporting and compliance, and corporate governance matters. He routinely represents issuers and investment banks in complex securities offerings – including initial public offerings (IPOs) and direct listings, follow-on offerings, 144A offerings, private investments in public equity (PIPEs), and deSPACs.

David has been involved in more than 200 IPOs or other offerings of debt or equity, including IPOs and direct listings for Uber, Snap, Zynga, LinkedIn, Atlassian, Yelp, StubHub, DocuSign, Stitch Fix, Warby Parker, Dutch Bros, FIGS, Root, Lyell, New Relic, Wish, Life360, NerdWallet, Sweetgreen, Doximity, Expensify, Xometry, Zendesk, FireEye, MINDBODY, Livongo, Zscaler and Guardant. He also is a market leader in deSPAC transactions, having represented companies, special purpose acquisition company (SPAC) acquirers or the financial advisers in transactions for Grindr, WeWork, Grab, Opendoor, Archer Aviation, Hyliion, Canoo, Supergroup, Xos Trucks, Heliogen and Weedmaps.

David is regularly recognized as a top capital markets lawyer by publications, such as The Legal 500 US and Law360, the latter of which named him a Capital Markets MVP in 2019. Chambers USA has included David as a ranked lawyer for eight consecutive years – currently in Band 1 – in its Capital Markets: Debt & Equity category for the Western United States – Nationwide and California regions. The Daily Journal also recognized David among its California Lawyer Attorneys of the Year in 2020 and Top 100 Lawyers in California in 2019, and previously included him in its Top 20 Under 40 list.

David’s public company clients include:

• Alumis
• Dutch Bros
• Grindr
• Kodiak Sciences
• Lyell
• Root
• Snap
• Stitch Fix
• Tempus
• Uber
• Weedmaps
• Yelp

David’s private company clients include:

• Alamar Biosciences
• Altos Labs
• Cedar
• Fundbox
• GoPuff
• Hawkeye 360
• Hootsuite
• Mixpanel
• Notion
• OpenAI
• OpenSea
• Pacaso
• Rappi
• Relativity
• Rhino New York
• Rocket Lawyer
• Saviynt
• Wise
• Virta Health
• Vouch
• Zenlayer

David’s investment bank representations include advising:

• BofA Securities
• Citigroup
• Cowen
• Goldman Sachs
• Jefferies
• J.P. Morgan
• Morgan Stanley
• SVB Leerink

David is chair of the board of directors for BUILD.org, a nonprofit focused on igniting the power of youth in under-resourced communities to build career success, entrepreneurial mindsets and opportunity.

Education

• New York University School of Law JD, 2001
• University of Florida BS, 1998

Admissions & Credentials

• California
• Not admitted to practice in Florida

Rankings & Accolades

• Chambers USA: Band 1: Capital Markets: Debt & Equity: Western United States – Nationwide (2019 – 2026)
• Chambers USA: Band 1: Capital Markets: Debt & Equity – California (2019 – 2026)
• The Legal 500 US: Leading Lawyer in Capital Markets: Equity Offerings (2020 – 2026)
• Chambers USA: SPACs – Nationwide (2023)
• Daily Journal: California Lawyer Attorneys of the Year Awards (2020)
• IFLR1000 US: Lawyer of the Year – Capital Markets (2020)
  Daily Journal: Top 100 Lawyers in California (2019 – 2020)
• Law 360: Capital Markets MVP (2019)
  The Legal 500 US: Next Generation Lawyer in Capital Markets: Equity (2019)
• Daily Journal: Top 20 Under 40 (2014)

Memberships & Affiliations

• American Bar Association (ABA)
• The Bar Association of San Francisco

Elizabeth leads Cooley’s Supreme Court and appellate practice group and is widely considered one of the nation’s top appellate lawyers. Elizabeth served as the 48th Solicitor General of the United States from 2021 to 2025. As Solicitor General, she was responsible for conducting and supervising all Supreme Court litigation on behalf of the United States and overseeing the federal government’s appellate strategy in lower courts throughout the country. She has argued 35 cases in the Supreme Court, delivering more Supreme Court arguments since 2021 than any other advocate. Her matters have included some of the most high-profile, consequential cases of our time, involving pressing and complex issues of constitutional law, administrative law, taxation, statutory interpretation, criminal law, environmental regulation, technology, civil rights, and antitrust. Law360 described Elizabeth as “acclaimed for her oral advocacy in the U.S. Supreme Court’s biggest cases” and said she is a “once-in-a-generation talent who uses her seemingly endless knowledge of case facts and related law” to achieve success on appeal.

Elizabeth has served as counsel of record and led appellate litigation strategy in hundreds of Supreme Court cases at both the certiorari and merits stage and in lower federal and state courts across the nation. She has extensive experience litigating challenges involving innovative companies and new technologies. She has also focused on administrative law and argued key Supreme Court cases implicating statutory interpretation, principles of deference, and the major questions doctrine. She has deep experience handling emergency motions practice and arguing matters on an expedited timeline, including a Supreme Court case that was set for argument just 10 days after the filing of an emergency petition and two other emergency matters that were briefed and argued in less than a month. Elizabeth’s practice also focuses on counseling clients on complex legal issues in anticipation of litigation or regulatory enforcement actions and crafting legal strategy while a case is pending in district court. Elizabeth dedicates substantial time to pro bono representation and has a particular interest in civil rights, democracy, and the rule of law.

Elizabeth’s appellate victories have spanned a broad range of subject matters. In the Supreme Court, she secured favorable decisions in cases focused on social media regulation, administrative and regulatory law, redistricting and election law, standing and remedies, and novel constitutional questions. She persuaded the Supreme Court to rule in line with the government’s position in a tax case with hundreds of millions of dollars at stake, in an antitrust case involving compensation for student athletes, in a Fair Labor Standards Act case concerning class-certification standards, and in a constitutional case challenging a municipality’s liability on a takings claim. Law360 noted her “hands-on strategy” and lauded her for “pulling off some exceptionally difficult wins.” Elizabeth argued 10 times in the 2023-

2024 Supreme Court term alone – more than 16% of all cases heard that year – including twice arguing back-to-back cases on the same day.

Elizabeth’s appellate advocacy, analytical skills, and leadership have been recognized in a variety of contexts. Time Magazine included her on the TIME100 Next 2024 list, describing her as a “phenomenally talented advocate” who litigates with “eloquence, clarity, and rigor.” Law360 called her “one of the bar’s leading voices,” explaining how she “maintain[s] a rapport with members of the court across the ideological spectrum,” “has a command of the facts and record before the court and doesn’t back down from her legal arguments,” and is “down-to-earth and responsive,” which “gives her arguments a unique authority and appeal.” Washingtonian magazine listed her as one of Washington’s Best Lawyers and one of the Most Powerful Women in Washington. The National Association of Women Lawyers awarded her its Public Service Award, noting that she is only the second woman in history to serve as US Solicitor General. She received the Harvard Law School Association Award, the law school’s highest alumni honor recognizing leadership in the legal profession. In 2025, the Attorney General presented her with the Edmund J. Randolph Award, the highest award given by the US Department of Justice.

Elizabeth received her JD magna cum laude from Harvard Law School, where she was an articles editor on the Harvard Law Review. After graduating from law school, she clerked for Judge Merrick Garland of the US Court of Appeals for the District of Columbia Circuit. She then completed consecutive Supreme Court clerkships for Justice Ruth Bader Ginsburg and Justice Elena Kagan. In addition to her recent tenure as Solicitor General, Elizabeth has held various roles in government, including Principal Deputy Solicitor General, Assistant to the Solicitor General, and Associate Special Counsel. She also served as a visiting professor at Harvard Law School, where she taught a class on changing paradigms in the Supreme Court. Elizabeth completed a master’s degree in creative writing at the University of St. Andrews in Scotland and was a Fulbright Fellow in St. Petersburg, Russia.

Education

• Harvard Law School JD, magna cum laude
• University of St Andrews MLitt (MA), with distinction
• Emory University BA, summa cum laude

Admissions & Credentials

• California
• District of Columbia

Court Admissions

• US Supreme Court
• US Court of Appeals for the First Circuit
• US Court of Appeals for the Second Circuit
• US Court of Appeals for the Third Circuit
• US Court of Appeals for the Fourth Circuit
• US Court of Appeals for the Fifth Circuit
• US Court of Appeals for the Sixth Circuit
• US Court of Appeals for the Seventh Circuit
• US Court of Appeals for the Eight Circuit
• US Court of Appeals for the Ninth Circuit
• US Court of Appeals for the Tenth Circuit
• US Court of Appeals for the Eleventh Circuit
• US Court of Appeals for the Federal Circuit
• US Court of Appeals for the District of Columbia Circuit
• US District Court for the Central District of California
• US District Court for the District of Columbia
• US District Court for the Northern District of California

Rankings & Accolades

• Winner, Servant of Justice Award – Legal Aid DC (2026)

Memberships & Affiliations

• American Law Institute
• Edward Coke Appellate Inn of Court

Lauren Pringle is the Editor-in-Chief of The Chancery Daily, an independent academic publication covering all aspects of corporate law and governance. Lauren has served as Editor-in-Chief since 2022. Prior to TCD, she was a litigator and a consulting expert.

Emily advises companies on corporate and securities matters, including public company reporting and compliance, mergers and acquisitions, corporate finance transactions and corporate governance. Issuers and investment banks regularly seek her advice on a broad range of capital markets transactions. Her mergers and acquisitions experience includes acquisitions of public and private companies, carve-outs, joint ventures and minority investments.

Emily has experience across a variety of industries, with a particular focus on technology and life sciences.

Emily is ranked by Chambers USA for capital markets work. She was named among Silicon Valley Business Journal’s “Women of Influence” in 2023 and Daily Journal’s “Top Women Lawyers” in 2022 and 2023. She has also been recognized as a Law360 “Rising Star: Technology” and among The Recorder’s “Women Leaders in Tech Law.”

Amelia advises private equity sponsors and their portfolio companies on middle market to multibillion-dollar business transactions, including negotiating complex mergers, acquisitions, minority investments, divestitures and restructurings. Her experience covers a variety of industries, from technology, software as a service (SaaS) and telecommunications to food service and restaurants, as well as consumer products, manufacturing and healthcare.

Additionally, Amelia counsels executive teams and general counsels on corporate governance matters involving dividend recapitalizations, executive employment and incentive equity arrangements, commercial agreements, and dispute resolution. Her experience also includes guiding closely held and founder-owned and -operated companies through equity investments and exit transactions.

Amelia is a member of Cooley’s diversity and legal education committees. Amelia’s pro bono practice has focused on immigration matters, including Deferred Action for Childhood Arrivals (DACA) renewals, permanent residency and temporary protected status applications, and humanitarian parole for deported veterans. She previously taught professional responsibility at the University of Chicago Law School.

Before becoming a lawyer, Amelia was a management consultant at McKinsey & Company and a global strategic planning manager at Novartis Pharmaceuticals.

Amelia’s representative transactions include advising:

• Sazerac in its acquisition of BuzzBallz
• JMI Equity in its sale of Incident IQ to Cove Hill Partners
• Rubicon Technology Partners in its acquisition of Ascend Analytics
• Outmatch (now rebranded to Harver), a Rubicon Technology Partners portfolio company, in its acquisition of Harver*
• CallTower in its sale to BV Investment Partners
• MadCap Software, a Battery Ventures portfolio company, in its acquisition of Xyleme
• 11:11 Systems, a Tiger Infrastructure Partners portfolio company, in its:
  • Acquisition of Green Cloud Defense*
  • Acquisition of iland Internet Solutions*
  • Acquisition of Static1*
  • Acquisition of Sungard Availability Services’ Recovery Services Cloud and Managed Services businesses out of bankruptcy*
• Bertram Capital in its:
  • Acquisition of TSR Concrete Coatings*
  • Minority investment in Flooret*
• Aperture Pet & Life, a Bertram Capital portfolio company, in its:
  • Acquisition of EcoTech*
  • Acquisition of Neptune Systems*
• TG Topco, a Bertram Capital portfolio company, in its acquisition of Bolton Furniture*
• TSR Concrete Coatings, a Bertram Capital portfolio company, in its:
  • Acquisition of Apollo Drywall & Painting and Apollo Concrete Coatings*
  • Acquisition of Flagler Concrete Coatings*
  • Acquisition of Next Level Concrete Coatings*
  • Acquisition of Ninja Coatings*
  • Acquisition of PolyPro Concrete Coatings*
• Trimble in its:
  • Acquisition of B2W Software*
  • Acquisition of AgileAssets*
  • Sale of Iron Solutions to Randall-Reilly*
• Copley Equity Partners in its minority investment in FMG Leading*
• Peloton Capital Management in its minority investment in Unison Risk Advisors*
• Alchemer (formerly SurveyGizmo) in its sale to KKR Ascendant fund*
• Cricket Health in its business combination with Fresenius Health Plan and InterWell Health*
• Código 1530 Tequila in its joint venture with Pernod Ricard*
• Microsoft in its acquisition of Clipchamp*
• Hydrofarm Holdings Group in its acquisition of Aurora Innovations, Aurora International and Gotham Properties*
• Post Road Group in its sale of Surf Air Wireless*
• Thoma Bravo in its:
  • Take-private acquisition of Ellie Mae and subsequent sale to Intercontinental Exchange*
  • Take-private acquisition of Instructure*
  • Take-private acquisition of Sophos*
  • Acquisition of Veracode*
  • Take-private acquisition of Imperva*
  • Acquisition of DigiCert, add-on carve out acquisition of Symantec’s website security business, and subsequent sale to Clearlake Capital and TA Associates*
• Levine Leichtman Capital Partners in its:
  • Acquisition of Resolution Economics*
  • Acquisition of Club Champion*
  • Sale of Global Franchise Group*
  • Acquisition of Round Table Pizza*
• Ontario Teachers’ Pension Plan in its acquisition and subsequent sale of Infiltrator Water Technologies*
• The Coastal Companies in its:
  • Acquisition of Hearn Kirkwood*
  • Acquisition of Lancaster Foods*
• SK Capital in its carve out acquisition of Perrigo’s active pharmaceutical ingredients business*
• Thomas H. Lee Partners in its:
  • Acquisition of Art Van Furniture and add-on acquisitions of Levin Furniture and Wolf Furniture*
  • Acquisition of Material Handling Systems, Inc.*
• Garnett Station Partners in its acquisition and subsequent sale of Fridababy*
• Arlon Group in its acquisition of Cicis*

* Representation handled prior to joining Cooley

Education

• The University of Chicago Law School JD, with honors, 2014
• The University of Chicago Booth School of Business MBA, with honors, 2014
• Princeton University AB, Economics, magna cum laude, 2007

Admissions & Credentials

• Colorado
• Illinois

Rankings & Accolades

The Legal 500: M&A Powerlist – US Region

Beth is co-head of Cooley’s corporate governance and securities regulation practice and leads the firm’s ESG and sustainability advisory practice. She regularly advises boards of directors and management on a wide range of corporate governance, disclosure and regulatory compliance matters – including corporate governance policy and trends, shareholder engagement and activism, shareholder proposals and proxy season matters, and environmental, social and governance (ESG). She is a seasoned professional with a distinguished career spanning 20+ years in a Fortune 20 company, positioning her as a trusted advisor to boards and executive teams.

Beth closely monitors and advises clients on evolving best practices and on corporate governance and ESG proposals put forth by regulators around the world as well as other stakeholders, including investors and activists. She brings a wealth of experience in guiding large multinational US public companies through the complex global ESG and sustainability regulatory landscape, including reporting and disclosure controls, engaging with stakeholders, and operationalizing governance and risk management processes.

In addition to her public companies experience, Beth counsels companies of all market caps across a broad spectrum of industries, helping to integrate sustainability strategies, oversight and risk management principles into the life cycle of early-stage growth companies and pre-initial public offering companies. In advising companies on ways to integrate sustainability principles into business strategy and operations early on, she helps companies build resilience, enhance stakeholder relationships and future-proof their operations.

Before joining Cooley, Beth was Verizon’s chief ESG officer and senior vice president of corporate governance. She also served as a management liaison to Verizon’s board of directors’ corporate governance and policy committee, which was charged with overseeing sustainability, governance, public policy and reputational risk. Before joining Verizon, Beth practiced in the corporate and litigation groups of prominent New York City law firms.

Greg is the founding principal of a boutique financial and strategy advisory firm, Spotlight Advisors, that specializes in providing advice in complex corporate situations, including shareholder activism and contested M&A transactions. Spotlight Advisors proudly works for both public companies and investors.

According to data published by both Bloomberg and FactSet, Spotlight has been engaged as an advisor in more assignments involving U.S. public companies and shareholder activism than any investment bank or other strategy advisor over the last five years. Spotlight also has a robust practice in Japan and Europe. Since Spotlight was founded a dozen years ago, its corporate clients have achieved measurably better outcomes when facing activism than companies that engage other financial and strategy advisors.

Greg was previously a hedge fund portfolio manager and served as President of the Clinton Group, a multi-strategy hedge fund, from 2011 to 2014. During his time at the Clinton Group, Clinton ran five proxy contests to a final vote, winning four of them including three contests for Board control.

Previously, Greg was the co-founder and Chief Executive Officer of Glass, Lewis & Co., an independent research firm that assists institutional investors evaluate corporate governance and in making more informed investment and proxy voting decisions. Prior to co-founding Glass Lewis, Greg was an investment banker at Goldman, Sachs & Co. and Banc of America Securities. Greg is an attorney and was associated with the firm of Wachtell, Lipton, Rosen & Katz.

Greg is a magna cum laude graduate of the Harvard Law School and a graduate of the University of California, Berkeley.

The Honorable Lori W. Will was sworn in as a Vice Chancellor of the Court of Chancery in May 2021.

She was previously a partner at Wilson Sonsini Goodrich & Rosati, P.C. and a senior associate at Skadden, Arps, Slate, Meagher & Flom LLP. She served as a law clerk to then-Vice Chancellor Leo E. Strine, Jr.

Vice Chancellor Will received her B.A. summa cum laude in both History and Government & Law from Lafayette College, her J.D. from the University of Pennsylvania Law School, and a graduate Certificate in Business and Public Policy from the Wharton School. She is a member of the American Law Institute and the American Bar Association.

Vice Chancellor Will is an Adjunct Professor of Law at NYU School of Law and at the University of Pennsylvania Law School. She is also a Lecturer at the University of Chicago Law School and a Visiting Professor at the The University of California, Berkeley, School of Law.

Prashant Yerramalli provides strategic legal guidance and support to CalPERS leadership and the board in his role as general counsel. He joined CalPERS in October 2025 and was appointed general counsel in June 2026.

Yerramalli is responsible for the strategic direction and oversight of the Legal Office. He also oversees Enterprise Compliance, Risk & Governance, the Information Security Office, and the Equal Employment Opportunity Program.

Yerramalli has decades of public and private legal experience in investment management and finance. He was chief of staff for the U.S. Securities and Exchange Commission (SEC) and served as the chair’s lead advisor on strategy, policy enforcement, operations, and rulemaking. He most recently worked as vice president of operations and regulatory affairs for Public.com, an online multi-asset investing platform.

Earlier in his career, Yerramalli worked at Brookfield Asset Management, as well as the law firms Jenner & Block and WilmerHale.

He began his career in public service as a law clerk to the Honorable Naomi Reice Buchwald in the Southern District of New York and served both as an enforcement attorney and counselor to SEC Commissioner Robert Jackson.

Yerramalli earned a bachelor’s degree in public policy from Brown University and juris doctor from Harvard Law School.

Christopher Young is President and Chief Executive Officer of Vertex, Inc. (VERX), where he is leading the company’s transformation into an AI-first global tax and compliance platform amid accelerating regulatory change worldwide.

Previously, Young served as Chief Executive Officer of McAfee, guiding the company through its successful spin-out from Intel and positioning it as an independent cybersecurity leader. Following McAfee, he was Executive Vice President of Business Development, Strategy, and Ventures at Microsoft, where he oversaw major global partnerships and led Microsoft’s corporate venture investments, including early bets on emerging AI technologies.

Earlier in his career, Young held senior leadership roles at Intel, Cisco, RSA, AOL, and VMware, building deep expertise across enterprise software, cybersecurity, and large-scale platform businesses.

In addition to his executive roles, Young is an experienced public company director. He currently serves on the Board of Directors of American Express, where he chairs the Nominating, Governance, and Public Responsibility Committee. He previously served on the boards of Qualcomm, Snap, Inc., supporting the company through its 2017 IPO, and Rapid7, where he supported the company’s public offering in 2015.

Young holds an undergraduate degree from Princeton University and an MBA from Harvard Business School. He lives in San Francisco with his wife and two daughters.