Perfect Storm of Compliance & Regulatory Matters
New York, NY
With a host of financial accounting and regulatory changes ahead and increasing scrutiny of the audit committee by the SEC, this luncheon program will feature a discussion of SEC enforcement trends, significant accounting changes, and the economic and market forces that are impacting audit committee oversight of financial reporting risk. These are issues which need to be understood by all board members.
Location and Time
50 Vanderbilt Ave
New York, NY 10017
12:00 PM - 12:30 PM: Registration and Lunch
12:30 PM - 2:00 PM: Program
Thomas KimPartner, Sidley Austin, LLP
Tom Kim focuses his practice on advising companies, underwriters and boards of directors on registered and exempt capital markets transactions, SEC regulatory and reporting issues, and corporate governance, as well as on general corporate and securities matters.
Tom has been recognized by Chambers USA: America's Leading Lawyers for Business in the area of Securities: Regulation: Advisory since 2015, where Chambers noted that he is “well respected for his regulatory expertise and is often sought after by public companies and their boards of directors, as well as underwriter clients, to advise on complex SEC reporting and corporate governance issues.”
Prior to joining Sidley in 2013, Tom served for six years as the Chief Counsel and Associate Director of the Division of Corporation Finance at the SEC. As Chief Counsel, Tom was responsible for the no-action, interpretive and exemptive positions taken by the Division on a wide range of matters, including Securities Act exemptions, the registration process, Rule 144, and a broad range of Exchange Act issues, including deregistration, succession, Section 16, proxy solicitation and shareholder proposal rules, and executive compensation disclosure, among others. Under his leadership, the Chief Counsel’s Office revised and updated the Division’s telephone interpretations as Compliance and Disclosure Interpretations and issued several significant Staff Legal Bulletins. Tom also led a number of notable SEC rulemakings and policy initiatives, including:
-The July 2013 rulemaking under the JOBS Act eliminating the prohibition against general solicitation in Securities Act Rules 506 and 144A offerings;
-The revisions to the securities exchange listing standards for compensation committees and compensation advisers;
-The concept release on the U.S. proxy system;
-The interpretive release on the use of company websites.
Tom also oversaw the Division’s Office of Enforcement Liaison, which refers matters to the Division of Enforcement and advises on offering and disclosure-related issues in enforcement cases.
Prior to joining the SEC in 2006, Tom served as Corporate and Securities Counsel for the General Electric Company in Fairfield, CT.
Tom currently chairs the ABA’s Disclosure Effectiveness Working Group, which is working with the SEC on the disclosure reform initiative led by the Division of Corporation Finance. As a member of the ABA’s Committee on Corporate Laws, Tom edited several editions of the ABA’s Corporate Director’s Guidebook. He is a frequent speaker at securities law conferences, including the Northwestern Law School Annual Securities Law Institute and programs sponsored by the Practising Law Institute, the American Bar Association, the Society of Corporate Secretaries and Governance Professionals, and the National Association of Corporate Directors.
Michele MeadowsPartner, KPMG, LLP
Michele has over 23 years of experience in providing technical accounting advisory services and Securities and Exchange Commission (SEC) reporting advice to a multinational companies and law firms. Michele’s experience includes 11 years in the audit practice prior to joining the advisory practice. Michele leads KPMG’s national service line focused on Restatement Services. Michele is a member of KPMG’s Revenue Recognition Network, focused on addressing transition and implementation matters associated with the new revenue recognition standard (ASU 2014-09).
Michele focuses on providing technical accounting advice to her clients, primarily in the technology and consumer and industrial products sectors. She consults on structuring complex transactions and the application of accounting principles, with a focus on revenue recognition, business combination matters, consolidations and equity method accounting, including joint venture formations, and stock-based compensation arrangements. Other technical areas of consultation include debt and equity structures and leasing matters.
Michele has extensive experience advising legal counsel, audit committees and executive management on technical accounting matters under US GAAP, with an emphasis on revenue matters, in the context of both restatements and internal investigations. Michele has led numerous complex financial statement restatements, including a restatement in which errors in revenue recognition caused the restatement of over $1 billion in revenues across multiple years. Michele frequently provide assistance to legal counsel, audit committees and executive management in responding to inquiries from or communications with the SEC’s Division of Corporation Finance and the Division of Enforcement regarding compliance with U.S. GAAP and SEC rules and regulations.
Michele has assisted in the technical accounting for a variety of complex business combinations, including a $20 billion merger in the high-technology sector. She has been involved in a variety of financial statement carve-outs, as well as post-acquisition earn-out calculations. Michele has led large implementations of new accounting standards under US GAAP and has also led IFRS conversions. She has led the financial statement audits for a variety of multinational clients, which has provided her with considerable exposure to dealing with a wide variety of SEC reporting matters and U.S. GAAP issues. Michele is a frequent speaker for industry, clients and internal KPMG professionals on various accounting topics including revenue recognition, business combinations, stock-based compensation, and consolidation-related matters.
Gail B. HarrisLead Director, Evercore Partners Inc.
Gail Harris is the lead director of Evercore Partners Inc., an independent investment banking advisory firm, where she serves as a member of the audit committee and chair of the nominating and governance committee. She joined the board of Evercore Partners at the time of its IPO. She is also on the board of Cigna Life Insurance Company of New York, where she is chair of the outside directors/audit committee, and serves on the boards of several private companies. Ms. Harris is President Emeritus, and a current member of the board, of New York Cares, the largest non-profit for volunteering in New York City, which creates and manages volunteer programs for more than 1,200 New York City nonprofits, city agencies and public schools, mobilizing 55,000 volunteers in service each year. She has been an adjunct professor of law at Ohio State University, Moritz College of Law, participating in its Distinguished Practitioners in Residence Program, where she has taught a course on international joint ventures. Ms. Harris is a member of the Stanford University Board of Trustees, where she chairs the Special Committee on Investment Responsibility, and also serves on the Dean's Advisory Council of Stanford Law School.
Ms. Harris began her legal career at Simpson Thacher & Bartlett LLP, a leading international law firm based in New York City, in 1977 and was a partner in the Corporate Department from 1984 to 1998. She was Of Counsel to the Firm through June 2012. Ms. Harris has extensive experience in general corporate and securities work, joint ventures, partnerships, acquisitions and dispositions. Ms. Harris has worked closely with management in assessing alternatives for growth in various countries and structuring potential strategic alliances. During the course of her career, Ms. Harris represented issuers and underwriters in public debt and equity transactions, and participated in the development and structuring of new financial products. Her practice included representing entertainment and media companies as well as international joint ventures. She represented Paramount for over 15 years and also represented Universal Studios (formerly MCA) in many of its international joint ventures. Ms. Harris' firm responsibilities included membership on the New Partners Committee, Co-Chairing the Personnel Committee and, at various times, membership on the Recruiting Committee and Pro Bono Committee.
Ms. Harris received an A.B. with distinction from Stanford University in 1974 and a J.D. from Stanford Law School in 1977.
Director, World Fuel Services Corp.; Tiffany & Co.; American Eagle Outfitters, Inc.; First Solar, Inc.; and Invesco Limited
J. Thomas Presby is a company director, investor, and adviser. He is a board member of First Solar, Inc. where he chaired the audit committee for ten years; and a director of World Fuel Services Corp., where, after chairing the audit committee for over ten years, he serves as Lead Director. He also is a board member of the New York Chapter of the NACD.
In addition, Mr. Presby served as director and audit committee chair of six other NYSE - listed companies including: Invesco Ltd., Tiffany & Co., ExamWorks Group, Inc., Practice Works Inc., TurboChef Technologies, Inc. and American Eagle Outfitters, Inc. He also served as a director and audit committee member of Greenpoint Financial Corp. He previously served as a trustee of Rutgers University, Montclair State University and as director and chairman of the audit committee of The German Marshall Fund of the United States.
He started his board activities in 2002, after retiring as Global Deputy Chairman and Chief Operating Officer of Deloitte, where he spent 30 years as a partner in the firm. While at the firm, he held numerous other leadership positions including ten years on overseas assignments. A frequent speaker and panelist, he was named as one of the “Top 100” Directors of 2011 by the NACD.
Mr. Presby received a Bachelor’s Degree in electrical engineering from Rutgers University and an MBA degree from the Carnegie Mellon University Graduate School of Business. Mr. Presby is a Life Member of the American Institute of Certified Public Accountants.