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Houston Chapter Meeting - January 9, 2019

SEC Roundtable Recap: A Look into the Proxy Process, Past and Future
Registration begins at 11:30 am

Join us and Jones Day for a recap of the recent SEC Proxy Process Roundtable. We will focus on key aspects of the proxy system, including proxy voting mechanics and technology, the shareholder proposal process, and the role and regulation of proxy advisory firms. We will also discuss the future of the proxy process and what you can do now to prepare for what’s coming.


Neil McCarthy – Broadridge Financial Solutions
Neil was an M&A attorney at Skadden Arps, and an investment banker at Salomon Smith Barney and Bear Stearns. He also worked as an attorney for the US Treasury. He founded and built an information services firm for corporate lawyers, Lawyer Links, LLC, and has also served as legal counsel / corporate finance and M&A advisor to several start-up companies including Summit Financial Disclosure, LLC, which was recently acquired by Broadridge. Neil is a graduate of Harvard Law School.

Chip Pasfield – Broadridge Financial Solutions
Chip is currently Vice President of Client Services for Broadridge Financial Solutions. He has 38 years experience in the securities industry and has held positions managing various client service and operational areas including: Corporate proxy tabulation, client service and operational support for Contest, Consent and ADR processing, global operations, corporate actions processing and Master Limited partnership reporting. He has served on the board of the Corporate Action Division of SIFMA since 1997 and has been active in the Stock Transfer Association and the Shareholder Services Association. Chip was previously with the Independent Election Corporation of America (IECA) as Vice President Client Services.

Emily Leitch – Jones Day
Emily Leitch advises issuers and underwriters in capital markets transactions across various industries. Emily represents issuers and investment banks in public and private securities transactions, and she advises clients on M&A transactions, including stock and asset purchases and sales, joint ventures, and private equity investments. In 2017, Emily was selected by Law360 as one of the top five lawyers in the nation under the age of 40 in the area of capital markets. Representative recent transactions include advising FTI Consulting in a Rule 144A notes offering; representing a private, venture-backed company in connection with its Series C financing; and advising Marathon Petroleum Corp. in its acquisition of Andeavor for $23.3 billion. Examples of Emily's experience prior to joining Jones Day include representing numerous corporate and MLP issuers in initial public offerings and follow-on public equity and 144A debt offerings. Emily is a Fellow of the Texas Bar Foundation and a member of the General Counsel Forum, Houston Board, Special Events Committee (co-chair); the National Association of Corporate Directors (NACD), TriCities Chapter, Advisory Board; the State Bar of Texas; and the Houston Bar Association. Prior to her legal career, Emily was an investment banker, click here.

Kelly Turner – Jones Day
For over a decade, Kelly Turner has advised clients in complex capital markets transactions as well as day-to-day disclosure obligations and corporate governance matters. Her experience advising a diverse range of companies and financial institutions spans a variety of public and private transactions, including 144A offerings, public high yield and investment-grade debt offerings, equity offerings, tender offers, exchange offers, debt restructurings, corporate reorganizations, and M&A transactions. Kelly also regularly advises public companies and other organizations on SEC reporting requirements, corporate governance matters, and stock exchange rules and regulations. Kelly has represented clients in a variety of industries, including communications, energy, automotive, banking, and manufacturing. In recent years, some of the companies Kelly has represented include Church's Chicken, Cumulus Media, Gray Television, Koch Industries, and Sprint Corporation. She also has represented financial institutions including Citigroup Global Markets and UBS Securities. Kelly is a member of the Texas Bar Association and the Georgia Bar Association. She joined Jones Day's Dallas Office in 2007 and worked in the Atlanta Office from 2010 until transferring to the Houston Office in 2012, click here.

James O'Bannon – Jones Day
Jim O'Bannon, head of the Firm's Capital Market Practice in the Texas Region, has more than 30 years of experience practicing corporate and securities law. He represents issuers and underwriters in public and private offerings of equity and debt securities as well as in mergers and other acquisitions and dispositions of corporate securities and assets. He is also extensively engaged in corporate counseling activities with respect to SEC disclosure, corporate governance, directors' and officers' fiduciary duties, tender offers, and other contests for corporate control. Notable corporate clients include AMERISAFE, BenefitMall, Capital Southwest, CSW Industrials, Flint Hills Resources, FTS International, Georgia Pacific, Koch Industries, Lennox, International Wire Group, PMFG, RadioShack, Sprint Nextel, Tokyo Electron, and Taiwan Semiconductor. Jim is a frequent speaker on issues related to SEC disclosure, corporate governance, and executive compensation, click here.

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