Board of Directors Prologis, Inc. August 20, 2020. William J. Hornbuckle. Board of Directors They enlist friends, family, and colleagues; chair committees; host meetings; provide fiduciary oversight; strategize; and generously provide support, guidance, time, talent, and treasure. Senior Counsel at Dentons & Adjunct Professor of Intellectual Property Law at Georgetown University School of Law. The Board of Directors is composed of: Lawrence L. Belles, Board Chair Allan R. Drebin, President and Treasurer Howard M. McCue III, Vice Chair and Secretary Elisabeth Geraghty, Director. The ability of the company to access any emergency government funds or other programs initiated in the wake of the COVID-19 crisis. Cofounder/Executive Director. Treasurer. Howard Williams. The adequacy of the company’s insurance coverage and whether proper steps are being taken to preserve any potential claims. Colonel (IL) Jennifer N. Pritzker, IL ARNG (Retired) Jennifer N. Pritzker is currently President and Chief Executive Officer of Tawani Enterprises and the Tawani Foundation, and is Founder and Chair of the Pritzker Military Museum & Library. “I believe that all working women deserve economic security, and getting involved with Women Employed allows me to be part of the solution.” – Lydia Bueschel Holly Bartecki Executive “Mayer Brown” and the Mayer Brown logo are trademarks of Mayer Brown. The Delaware courts, in a line of cases beginning with In re Caremark Int’l Inc. One particular issue for a board to consider is the duration of the rights plan, with shorter duration plans (e.g., one year) designed to address only the current crisis likely to draw less scrutiny from shareholders and proxy advisors than longer duration plans. San Francisco, California 94111 . This includes understanding the impact of the crisis on the company’s cash flow, whether there are upcoming maturities of outstanding indebtedness that need to be considered and the likelihood that financial covenants will be maintained. Joseph R. Perella Alan S. MacDonald Kazuo Koshi ... Mayer Brown LLP Toby S. Myerson* Chairman & CEO Longsight Strategic Advisors LLC Masaki Nakajima President & CEO 71 South Wacker Drive Chicago, IL 60606 United States of America . F: +1 312 701 7711. mayerbrown.com As a general matter, directors of a Delaware corporation have a responsibility to oversee the business and affairs of the corporation, which requires that directors make a good faith effort to put in place a reasonable board-level system of monitoring and reporting. Board of Directors. If a board typically considers takeover preparedness on an annual basis, that board should consider whether it makes sense to accelerate that analysis this year given the changes in circumstances due to COVID-19. Board … You can email the board: … The Delaware courts, in a line of cases beginning with In re Caremark Int’l Inc. Details of the individual Mayer Brown Practices and Mayer Brown Consultancies can be found in the Legal Notices section of our website. For example, certain arrangements, such as employment agreements and severance arrangements may have “good reason” provisions that are triggered by reductions in base pay. Board of Directors. For the board of directors, which is charged with overseeing the short-term and long-term health of the corporation and its business prospects, navigating the COVID-19 crisis requires careful consideration of a range of issues under these unprecedented circumstances. Learn more about our methodology. Chicago, Illinois 60603-3441 Andre Hal. Board Vice Co-Chair; Managing Director and Co-Chairman, Charlesbank Capital Partners LLC; Martin J. Mannion Board Vice Co-Chair; Senior Advisor and Former Managing Director with Summit Partners ; G. Leonard Baker Jr. in Mayer Brown LLP, an international law firm headquartered in Chicago. Find company: 0 DOCs. Mayer Brown LLP. P: 785-562-2186. Head of NGS Systems Agilent Technologies, Inc. Veronica Herrera. And for any legal questions related to this pandemic, please contact the authors of this article or Mayer Brown’s COVID-19 Core Response Team at FW-SIG-COVID-19-Core-Response-Team@mayerbrown.com. In the context of reviewing the company’s takeover defenses and preparedness, a board should consider whether to enlist the assistance of outside advisors. Mayer Brown lawyers are experienced in all aspects of governance counseling throughout a company’s life cycle. ... Mayer Brown. As the COVID-19 crisis emerged, many companies were either in the process of, or had just completed the process of, setting performance targets and metrics for the current performance period (both with respect to long-term and short-term arrangements, such as performance equity and annual bonuses). We are admitted to practice law in the State of Illinois, and we express no opinion as to matters under or involving any laws other than the laws of the State of Maryland. In light of director oversight responsibilities and as a matter of good corporate governance, some specific active steps for boards to consider in response to COVID-19 include the following: Liquidity and Capitalization Considerations. 71 South Wacker Drive Chicago, Illinois 60606-4637 : December 23, 2020: Main Tel +1 312 782 0600 : Main Fax +1 312 701 7711: Board of Directors. San Antonio, Texas 78216 . Michelene Wasil. www.mayerbrown.com: Re: Registration Statement on Form S-3 (File No. Co-Chair. Even if the board does not expect the company to be the target of hostile activity under the current circumstances, it still may make sense for the board to take the time to ensure that the board has procedures in place for responding to a friendly takeover approach. Founded in 1881 and headquartered in Chicago, Illinois, Mayer Brown is an American law firm and a global services provider. Brenda Schumacher: 1994-1996. Chicago, Illinois 60603-3441 . Prologis, Inc. March 7, 2017 . T: +1 312 782 0600. John Berghoff Work Experience and Education. This opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or any other person, or any other document or agreement involved with issues addressed herein. Barbra Blake: 1991-1993. SFA, Mayer Brown Speak on QM “Consider” and “Verify” 2.24.21 On Wednesday, February 24, SFA’s Dallin Merrill and Mayer Brown’s Larry Platt spoke on a panel for Women in Housing and Finance on the new QM rule from the CFPB, including outstanding questions on the regulation, which goes into effect on … Given the unexpected, and extremely rapid, onset of the crisis, most companies did not foresee the dramatic slowdown of the global economy. E-mail: ir@marvell.com Mr. Kantor received a bachelor’s degree from Vanderbilt University in 1961. Main Fax (312) 701-7711 . Fred Weisker. President of Citizens State Bank. For the board of directors, which is charged with overseeing the short-term and long-term health of the corporation and its business prospects, navigating the COVID-19 crisis requires careful consideration of a range of issues under these unprecedented circumstances. The post New Rev Proc 2020-44 Provides Limited Relief for Amending Legacy Contracts to Add IBOR Fallbacks appeared first on Eye on IBOR Transition. Director of Take-Two Interactive Software, Inc., member of the Compensation Committee; Chairman of the Board of Directors of Belmond Ltd. (formerly Orient-Express Hotels Ltd.) from 2013 to … In this regard, we note that the recent ISS guidance contained a softening of ISS’ traditional position on pills, suggesting that the “COVID-19 pandemic is likely to be considered valid justification in most cases for adopting a pill of less than one year in duration.”. Mayer Brown LLP. Mr. Kantor is based in the firm’s Washington, D.C. office. One key area of focus during the COVID-19 pandemic is liquidity. Direct Listings: A Challenge to Traditional IPOs? Board of Directors Paul Salem. Board of Directors. MAYER, BROWN, ROWE & MAW LLP . He then served four years as an officer in the US Navy, and subsequently earned a Juris Doctor from Georgetown University in 1968. She is also co-leader of Mayer Brown’s global Intellectual Property practice. Mayer Brown LLP. Mayer Brown is a global services provider comprising associated legal practices that are separate entities, including Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership) and Tauil & Chequer Advogados (a Brazilian law partnership) (collectively the “Mayer Brown Practices”) and non-legal service providers, which provide consultancy services (the “Mayer Brown Consultancies”). More > Tyrone C. Fahner. Secretary. William W. Grounds. Mayer Brown Free Writings + Perspectives ... What material factors did the board of directors consider in its determination to approve the identified transaction? This could provide an executive with the ability to terminate service and receive a generous severance package. Development Chair. Board of Directors. 71 South Wacker Drive Chicago, Illinois 60606-4637 : December 23, 2020: Main Tel +1 312 782 0600 : Main Fax +1 312 701 7711: Board of Directors. She has also served as a strategic advisor to Mayer Brown LLP, a law firm, since March 2010. 1311 North 12th St. Marysville, KS 66508. lynnmayer@csbmarysville.com. I am strongly committed to WHF’s mission of promoting women in the areas of housing and financial services and look forward to advocating for this mission as a Board member. The Mayer Brown Practices and Mayer Brown Consultancies are established in various jurisdictions and may be a legal person or a partnership. We guide senior management, boards of directors and board committees in the exercise of their fiduciary duties. UK COMPANIES LIST Find, check and analyze companies data. The company has offices in 26 cities across the Americas, Asia, Europe, and the Middle East. Badger Meter, Inc. Mr. Bockhorst has been with Badger Meter since 2017, became a director in 2018 and Chairman of the Board in 2020. Prologis, Inc. Pier 1, Bay 1. If a board does not consider takeover preparedness on a regular basis, that board should consider adding this topic to an upcoming agenda. For almost all U.S. public companies, COVID-19 has created unique and very profound challenges. Chanelle Mayer. ESG disclosures and future legal liabilities, Primary Direct Listings: A Hybrid Approach to a Traditional IPO Alternative, South Korean Regulator Announces Measures to Promote ESG and Responsible Investing, REITwise: 2021 Law, Accounting & Finance Conference. She is based in Hong Kong, practising intellectual property, media, information technology and telecommunications law. Harvard Law School Forum on Corporate Governance. Many public companies are experiencing a dramatic fall in their stock price in light of the global financial turmoil that has become an unwelcome byproduct of the COVID-19 crisis. De-SPACing—Accounting and Securities Law Considerations, Increased risk of director prosecutions during the pandemic, COVID-19 Portal Offers Multifaceted Support Tools for Businesses, GLM FOCUS: Argentina’s LNG outlook remains uncertain, Mayer Brown enhances global energy capabilities with arrival of Vera de Gyarfas as partner in Houston, SEC Lays Out Proxy Advisory Firms Responsibilities. The Board of Directors acts as our governing body and provides the structure behind Chamber initiatives, committees and councils as well as considers and implements policy and operational recommendations made by our Executive Committee. Specifically, proposed rule 2a-5 would establish requirements in connection with the determination of fair value in good faith of fund investments for purposes of Section 2(a)(41) of the Investment Company Act, as well as permit a fund’s board of directors to assign this fair value determination to the fund’s investment adviser, subject to board oversight and certain other conditions. MBA ’11 … Mr. Kantor serves as a Senior Advisor to Morgan Stanley. Mayer Brown LLP is a leading global law firm with offices in 26 key business centers across the Americas, Asia, Europe and the Middle East. American Apparel Appoints Colleen B. Discover more about Mayer Brown. This Legal Update outlines several corporate governance issues for directors to consider as their companies respond to the challenges and risks posed by the COVID-19 pandemic. Prior results do not guarantee a similar outcome. In addition, repricing of an underwater stock option or SAR would most likely be treated as an extension of the award and would have serious negative implications under Section 409A of the Internal Revenue Code. C. Gregory (Greg) Harper . Argonaut Group, Inc. 10101 Reunion Place, Suite 500 . Board of Directors; Board of Directors. Mayer Brown is a global services provider comprising associated legal practices that are separate entities, including Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership) and Tauil & Chequer Advogados (a Brazilian law partnership) (collectively the “Mayer Brown Practices”) and non-legal service providers, which provide consultancy services (the “Mayer Brown Consultancies”). Board of Directors. Marcus A. Christian Co-Leader of Washington DC Litigation & Dispute Resolution Practice and Partner at MAYER BROWN LLP Washington, District of Columbia, United States 500+ connections For almost all U.S. public companies, COVID-19 has created unique and very profound challenges. Betsy Mitchell (Co-Vice Chair), Vice President, Armour Risk Management Inc. Marianne Petillo (Treasurer), President and CEO, ROM Reinsurance Management Company One specific topic for directors to consider in this regard is whether to suspend the company’s ordinary dividend or pre-existing stock buyback program to preserve cash. Most companies reserve the right to change targets and metrics. Prologis, Inc. March 7, 2017 . OFFICERS AND DIRECTORS. Directors also receive annual restricted stock grants. Board of Directors . Suzette DeBeatham-Brown the current Mayor of the Town of Bloomfield is a wife, mother, minister and public servant. Page 2 . Lynn Mayer. As of February 23, 2021 . Mimi Healy. Mayer Brown will be releasing a Legal Update summarizing the Revenue Procedure in more detail in the coming days. Consideration should be given to the effect of such reductions on various executive arrangements. Mr. Ellison served as Chairman of J. C. Penney Company, Inc., an apparel and home furnishings retailer, from August 2016 until May 2018, and Chief Executive Officer from August 2015 through May 2018. https://www.caterpillar.com/en/company/governance/board-of-directors.html Tim Williams: 1989-1990. In addition, as a result of the pandemic, some companies have considered (or implemented) pay reductions either on a case by case basis or across the executive ranks. Our Board of Directors . The Pacific Council is governed by a Board of Directors. Mayer Brown LLP. View Doug Smith’s profile on LinkedIn, the world's largest professional community. The Board of Directors is composed of: Lawrence L. Belles, Board Chair Allan R. Drebin, President and Treasurer Howard M. McCue III, Vice Chair and Secretary Elisabeth Geraghty, Director. John Berghoff is a nationally recognized litigator who represents clients in trials and appeals at both state and federal levels. Past Executive Directors. As there are various issues for a board to consider in determining whether to put a shareholder rights plan on place (and if so, the terms of such plan), a board would typically enlist the assistance of an investment bank and outside counsel to assist with this analysis. “Mayer Brown” and the Mayer Brown logo are trademarks of Mayer Brown. John Kilroy. Senior Managing Director Emeritus, Providence Equity Partners (“Providence”) since 2018, with Providence... Mary Chris Jammet. She is committed to leaving this world a better place. 2010-2020. “I believe that all working women deserve economic security, and getting involved with Women Employed allows me to be part of the solution.”. … Chambers Review; Department Profile; Ranked Lawyers ; This content is provided by Chambers. Partner, Sutter Hill Ventures; Michael A. Box 459 - 43563 State Highway 299 East Fall River Mills, CA 96028 (530) 336-5511 Ext. Board Member. Contacts. 2020 Board of Directors, Officers and Advisory Council Members. Chairman Vice Chair Vice Chair President & CEO Secretary. Prior results do not guarantee a similar outcome. BBA Student Undergraduate Student Representative. San Francisco, California 94111. 2020 Board of Directors, Officers and Advisory Council Members. Gale E. Klappa, 67, Executive Chairman of WEC Energy Group. On February 26, 2021, staff of the Board of Governors of the Federal Reserve System (“FRB”) finalized supervisory guidance that describes the key attributes of effective boards at large US bank holding companies and savings and loan holding companies (the “Guidance”). We are a collegial, collaborative and diverse Firm where highly motivated individuals with an unwavering commitment to excellence receive the opportunity, support and development they need to grow, thrive and realize their greatest potential. Vice President, Investor Relations. If the new director is granted any equity awards, or otherwise acquires any such equity securities, in Mayers Memorial Hospital District Board Clerk Attn: Jessica DeCoito, Administration P.O. Philippa Scarlett Former Deputy Intellectual Property Enforcement Coordinator The White House. MBA ’97 President & CEO Blue Mountain Midstream, LLC. MAYER, BROWN, ROWE & MAW LLP . Current View: USA . Therefore, if the process is not yet complete, companies should consider waiting to finalize the targets and metrics until the market and other business conditions stabilize so that the targets that are set will more likely reflect the proper incentives and goals for executives in the new “post-pandemic” business climate. His practice concentrates on complex environmental and toxic tort litigation, environmental management, … Mayer Brown llp : Board of Directors Prologis, Inc. May 5, 2020: Page 2 . We are admitted to practice law in the State of Illinois, and we express no opinion as to matters under or involving any laws other than the laws of the State of Maryland. 1264 If you wish to speak at the board meeting, please print and complete the Request to Speak Form and bring it with you to the Board Meeting. Attorney Advertising. Mayer Brown LLP. The Board of Directors serves as the Center for Democracy & Technology’s governing body. I am honored to be a candidate for the Board of Directors of Women in Housing and Finance (WHF). Page 2 . GABRIELA KENNEDY is a partner of Mayer Brown and head of the Asia IP and TMT group. 190 South La Salle Street . 333-237366) As of February 23, 2021 . Mayer Brown llp. Bill Goldsmith (Co-Vice Chair), Associate General Counsel - Reinsurance, AIG. Our Board of Directors represents a cross section of business interests as well as geographic areas in Middlesex County. In addition, performance relating to awards granted in prior years can be seriously adversely affected by the ongoing pandemic and as a general matter, granting equity awards when a company’s stock price is suppressed (requiring more shares to provide the same value) could result in depletion of the share reserve under the company’s equity plan, thus reducing the ability to make future grants. Joey Levin. The San Diego Pride Board is comprised of an all-volunteer group of community members who give of their time and talent to ensure Pride has diverse representation and good governance. Richard Goetz, Partner at O'Melveny & Myers LLP, and Robert Lovelace, Vice Chairman at Capital Group Companies, serve as current chairs of the Board. 190 South La Salle Street . Emeritus Board Members Member. Page 2 . Candidate Name: Julia Dempewolf | Title/Company: Associate, Mayer Brown LLP Running for: Director of the Board. Prologis, Inc. Pier 1, Bay 1. Alexis M. Herman. If you wish to receive regular updates on the range of the complex issues confronting businesses in the face of the novel coronavirus, please subscribe to our COVID-19 “Special Interest” mailing list. Board of Directors . Bill Teich (Chair), Vice President of Reinsurance, The Hartford. Mayer Brown LLP Corporate/M&A & Private Equity Department Illinois. If a decision is made to suspend an ordinary dividend, advice should be sought from counsel with respect to the timing of the announcement of that decision relative to the next dividend record date. Board of Directors. One specific takeover defense that a board may consider under these circumstances is a shareholders rights plan, also known as a “poison pill.” While many public companies have a “pill on the shelf” so that they are prepared to quickly implement a rights plan if the situation warrants, the COVID-19 crisis has resulted in a recent uptick in public companies putting shareholder rights plans in place both to protect against hostile activity as well as to, in certain cases, protect tax assets that could be impacted by shifts in ownership resulting from volatility in the companies’ stock. Show more Show less. Green City Market. Elected a director in 2010. She was Vice Chancellor of the University System of Maryland and President and Chief Executive Officer of the University System of Maryland Foundation from 2004 to 2005. Barry Diller. David Thompson. Board Member. Forms are also available at the meeting. AmCham France welcomes seven new Board of Directors: American Express, Axa Venture Partners, FedEx International, Mayer Brown, Nike, Otis, and Philip Morris Paris, 12 November 2018 – Seven new members have been approved onto the Board of Directors of the American Chamber of Commerce in France: • Rolando FURLONG, President, OTIS France San Francisco, California 94111 . Derivative Litig., have found that a failure of director oversight would occur (1) if directors failed to implement any corporate reporting or information systems or controls or (2) if such a system or controls were implemented, the directors consciously failed to monitor or oversee the company’s operations, thus removing themselves from being informed of material risks or problems requiring their attention. Board of Directors. COVID-19 US Insurance Regulatory Department Updates. MAYER BROWN INTERNATIONAL LLP - Free Company Check: financial information, company documents, company directors and board members, contact details, registered office, contacts, map, nature of business, cash at bank, fixed assets, current assets, current liabilities, debtors, due diligence, street view. She served as U.S. Trade Representative from 2006 to January 2009 and as Deputy U.S. Trade Representative from 2005 to 2006. 2 Mayer Brown | Reporting Consequences and Other Considerations for Changes in Directors or Executive Officers of a US Public Company of specific transactions that occurred before the individual became a director.
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