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Roundtable on Modernizing the Securities and Exchange Commission's Disclosure System
On October 8, 2008, the 21st Century Disclosure Initiative hosted a formal roundtable to gather input from companies, investors, practitioners, and academics on ways to modernize the disclosure system. The Roundtable was organized into two panels. The first panel discussed the data and technology that companies and other filers use in managing their daily business, and the processes they follow to satisfy their Commission disclosure obligations. The second panel considered how the Commission could better organize and operate its disclosure system so that companies enjoy efficiencies and investors have better access to high quality information.
For a complete web video of the Roundtable, click here.
For a transcript of the Roundtable, click here.
On Sept. 26, 2008, the Commission issued a request for public comments from all interested parties on the modernization of the SEC's disclosure system. The comment period closed on Oct. 22, 2008. Click here to read the comments.
October 8th, 2008, 9:00 a.m. - 1:00 p.m.
Tim Thornton leads Vanguard's Web Services group, which designs and implements capabilities for both the Institutional and Direct Investor web sites. Tim joined Vanguard in 1982 to establish the telecommunications department. In March 2000, he moved to Web Services. He holds a bachelors degree from Ursinus College.Back to the panels
Douglas K. Chia is Senior Counsel & Assistant Corporate Secretary at Johnson & Johnson, a manufacturer of health care products, headquartered in New Brunswick, New Jersey. His responsibilities include providing legal counsel to the corporation on matters of corporate governance, securities regulation, public company disclosure, and Sarbanes-Oxley Act compliance.
Prior to joining Johnson & Johnson, Mr. Chia was Assistant General Counsel, Corporate at Tyco International. In private practice, Mr. Chia was an associate at the law firms of Simpson Thacher & Bartlett and Clifford Chance, practicing in the New York and Hong Kong offices of each firm. While in private practice, Mr. Chia provided legal counsel to issuers and underwriters on securities offerings and cross-border transactions.
Mr. Chia is a member of the Board of Directors, Executive Steering Committee and Corporate Practices Committee of the Society of Corporate Secretaries & Governance Professionals and is Chairman of the Society's Membership Committee. Mr. Chia is also a member of the Corporate & Securities Law Committee of the Association of Corporate Counsel, as well as a member of the National Asian Pacific American Bar Association.
Mr. Chia received his AB from Dartmouth College and his JD from the Georgetown University Law Center.Back to the panels
David Copenhafer is retired after 30 years of federal service and eight years in the private sector. He has over 20 years experience working with SEC electronic disclosure. During his 15 years at the SEC, Mr. Copenhafer held several senior management positions, including Deputy Director of the Office of EDGAR Management. He was instrumental in helping the SEC bring EDGAR from the drawing board to the fully functioning information system it is today.
After leaving the SEC in 1998, Mr. Copenhafer worked for the financial printer, Bowne & Co., Inc. where he held the position of Director of EDGAR Services. During his 8 years with Bowne, he oversaw the firm's expansion of client services into a number of new SEC filing technologies, including HTML, XML and XBRL as well as Bowne's on-line document preparation systems for Form 8-K and Forms 3, 4 and 5.Back to the panels
Kara Jenny is Chief Financial Officer of Bluefly, Inc., the online destination offering exclusive designer merchandise.
Kara joined Bluefly in 1999 as Vice President of Finance and was appointed Chief Financial Officer in March 2008. As CFO, Kara works closely with Bluefly's CEO, President & COO, and Chairman of the Board regarding the overall corporate strategy. She has also been instrumental in the development of the company's financial strategy and manages the day-to-day financial and accounting operations.
In her tenure at Bluefly, Kara has been a key contributor in helping to scale the company's business through streamlining the finance and accounting operations, managing vendor relationships, and raising capital. Kara oversees the SOX and SEC compliance efforts throughout the company and has created and managed the strategic and annual planning processes. She has also been a key contributor in facilitating several rounds of equity financing, including preferred stock offerings, PIPE's, rights offerings, and common stock offerings.
Prior to joining Bluefly, Kara was an Experienced Audit Manager at Arthur Andersen LLP. She spent 8 years in their New York Office's Enterprise Group which serviced the needs of small businesses. In addition to providing audit and advisory services, she was involved in various transactions including acquisitions, public offerings, private equity and debt offerings, primarily in the retail and technology arena.
Kara is a Certified Public Accountant and is a member of the American Institute of Certified Public Accountants. She currently lives on Long Island with her husband and two children.Back to the panels
Paul Haaga is vice chairman of Capital Research and Management Company, as well as chairman of CRMC's Executive Committee. He is chairman of Capital International Fund (Luxembourg SICAV marketed in Europe), vice chairman of the 12 fixed-income funds in the American Funds Group and Capital World Growth and Income Fund. He is also an officer and/or director of a number of other CRMC-managed mutual funds and a director of The Capital Group Companies.
Prior to joining Capital in 1985, Paul was a partner in the law firm of Dechert Price & Rhoads (now known as Dechert) in Washington, D.C. From 1974 to 1977, he was a senior attorney for the Division of Investment Management of the U.S. Securities and Exchange Commission. Paul earned a bachelor's degree from Princeton University, an M.B.A. from the Wharton School and a J.D. from the University of Pennsylvania Law School.
He is a member of the Executive Committee (Chairman from 2002-2004, Vice Chairman from 2004-2006) of the Board of Governors of the Investment Company Institute (the national association of the U.S. mutual fund industry) and serves as President of the Board of Trustees of the Los Angeles County Museum of Natural History. He is a trustee of the Huntington Library, Museum and Gardens in San Marino, California, and Chairman of the Board of Overseers of the University of Pennsylvania Law School. Paul is president and Major Gifts chair for Princeton's Class of 1970 and serves as a trustee of the Princeton Rugby Endowment.
Paul previously has taught a course on mutual fund regulation at Stanford University Law School and served as a trustee of the Polytechnic School in Pasadena, California (board president from 1996-1999), of Salzburg Seminar in Salzburg, Austria, and of Georgetown Preparatory School in North Bethesda, Maryland. He also was chairman of the Investment Companies Committee of NASD Regulation (the primary self-regulatory organization of the U.S. broker-dealer industry). He ran 21 marathons and coached 30 youth soccer and basketball teams back when his knees still worked.
Paul and Heather (an artist and volunteer) have two children - Paul III, 27, and Blythe, 24.Back to the panels
Mr. Doggett holds a BA in economics from the University of Virginia.
Awarded the CFA designation, 2006
Mr. Doggett is a policy analyst for the CFA Institute Centre for Financial Market Integrity. His responsibilities include representing membership interests regarding financial reporting and disclosure proposals of various national and international regulators and standard setters, drafting position papers and comment letters, and working with the Corporate Disclosure Policy Council of CFA Institute on their initiatives.
Prior to joining CFA Institute, Mr. Doggett worked in the financial information sector with SNL Financial, LC. There his work focused on the real estate and energy industries, directing the development and maintenance of a financial data storage system. Mr. Doggett regularly provided insights to the media on events and performance of the Real Estate Investment Trust industry.Professional Activities
Mr. Doggett is a member of CFA Virginia.
Back to the panels
John M. Bajkowski is vice president and senior financial analyst at the American Association of Individual Investors (AAII). He writes for the AAII Journal on the topic of selecting and analyzing stocks. John serves as product manager for the computerized fundamental stock data and screening program-Stock Investor Pro. John serves on the Stock Superstars advisory committee. The Stock Superstars Report illustrates how to build and manage a well-diversified stock portfolio with controlled risk. John also oversees the collection and production of mutual fund data for AAII's annual mutual fund guidebook and quarterly mutual fund newsletter.
John earned a bachelor's degree in finance and management from DePaul University. He has been with AAII for over 20 years. The American Association of Individual Investors is an independent nonprofit corporation formed in 1978 for the purpose of assisting individuals in becoming effective managers of their own assets through programs of education, information and research.Back to the panels
Robert (Bob) Sorrentino is the Director of Accounting Policy and External Reporting at Xerox Corporation, Norwalk, Conn. He was named to this position in March 2003.
Mr. Sorrentino is responsible for the company's compliance with U.S. GAAP as well as the maintenance, development and interpretation of the company's worldwide accounting policies. He is also responsible for the company's external reporting, including the preparation and filing of SEC Forms 10-Q and 10-K, and serves as a key interface with the company's auditors, PricewaterhouseCoopers. Mr. Sorrentino is an expert on accounting for derivative instruments, benefit and retirement plans, leases and multiple element arrangements.
Mr. Sorrentino joined Xerox in 1999 as a Manager of Accounting Policy, where he assumed several responsibilities, including external reporting and the adoption of new accounting standards. Prior to joining Xerox, Mr. Sorrentino held several accounting positions with various companies, including Ciba Corporation and Millbrook Capital Management, Inc. He began his career with the public accounting firm of KPMG, where he worked for 5 years as an auditor for various companies, including several SEC registrants.
Mr. Sorrentino earned a bachelor's degree in public accounting in 1985 from Pace University and is a CPA in New York. He currently serves as an alternate member of Financial Executive International's Committee on Corporate Reporting.Back to the panels
Al has over 30 years of experience in the financial industry. He is Chairman of XBRL US, the nonprofit consortium for XML business reporting standards in the US. He is also Chairman of the Board of Pipeline Financial Group, Inc. Prior to joining Pipeline, from June 1996 until August 2003, Al served as President and then Vice-Chairman of The Nasdaq Stock Market, Inc. Before Nasdaq, Al was a Managing Director of Alex. Brown & Sons, a leading investment bank. Al co-founded Alex. Brown's Technology Group in 1975. Al is a graduate of the Wharton School of Finance of the University of Pennsylvania (MBA) and the University of Virginia (BA). He served as an officer in the United States Air Force.Back to the panels
Steven E. Bochner is a partner at Wilson Sonsini Goodrich & Rosati with over 25 years of experience practicing corporate and securities law. In that time, Steve has served as lead counsel for some of Silicon Valley's most prominent companies, and has assisted clients in venture capital, public offering, and merger transactions valued in the billions of dollars. Aside from his well-established corporate clients, Steve has represented numerous start-up companies, as well as leading venture capital and investment banking firms. Steve has served in various management positions at Wilson Sonsini Goodrich & Rosati, including as a member of the firm's Policy Committee and as chair of its Compensation Committee. Steve is currently a member of the firm's Board of Directors. Steve is a lecturer on corporate and securities law at the UC Berkeley School of Law, where he currently teaches the Venture Capital and IPO Law course. He also has been a lecturer at Stanford Law School, as well as a guest instructor on venture capital and business law issues at the Stanford Graduate School of Business and Berkeley's Haas School of Business.
In 2005, Steve was appointed as a member of the Securities and Exchange Commission's Advisory Committee on Smaller Public Companies. This select committee was charged with evaluating the current securities regulatory system relating to governance, disclosure, financial reporting, internal controls, and capital formation for smaller public companies, including the impact of the Sarbanes-Oxley Act. The SEC Advisory Committee's final report was delivered to the Commission on April 23, 2006. Steve served as chairman of the Governance and Disclosure Subcommittee of the SEC Advisory Committee. Many of the SEC Advisory Committee recommendations have since been adopted as proposed and final rule changes by the SEC.
In 2006, Steve was appointed to his second term as co-chair of the Nasdaq Listing and Hearing Review Council, on which he's served since 1996. The council is responsible for making recommendations to the Nasdaq board on policy and rule changes related to issuer listing standards. Steve was extensively engaged in the development of Nasdaq's rules with respect to corporate governance reform and other listing standards. Steve also served on the California Department of Corporations' Securities Regulation Advisory Committee.
Steve frequently speaks on a variety of securities law topics for the Practising Law Institute (PLI) and the SEC Institute. He is a co-chair of PLI's Annual Institute on Securities Regulation in New York City and is a member of the Advisory Board of, and frequent speaker at, the Northwestern Securities Regulation Institute in San Diego. Steve has been a frequent panelist at the SEC's Small Business Forum in Washington D.C.Back to the panels
Joseph A. Grundfest is the William A. Franke Professor of Law and Business at Stanford Law School and co-director of the Rock Center on Corporate Governance at Stanford University. He joined Stanford's faculty in 1990 after having served for more than four years as a Commissioner of the United States Securities and Exchange Commission. While at the SEC, Professor Grundfest dealt extensively with matters related to capital markets, finance, enforcement of federal securities laws, corporate governance, takeover regulation, market volatility, and internationalization of U.S. capital markets.
Professor Grundfest's scholarship in the areas of corporate law, securities regulation, and litigation has been published in the Harvard, Yale, and Stanford Law Reviews. The National Law Journal lists Professor Grundfest as among the nation's 100 most influential attorneys, Directorship lists him as among the 100 most influential leaders in corporate governance, and California Lawyer has listed him as among the top 10 lawyers in California. Prior to joining the SEC, Professor Grundfest served as counsel and senior economist for legal and regulatory matters at the President's Council of Economic Advisors. An attorney and economist, Professor Grundfest has also practiced law with Wilmer, Cutler & Pickering, and has served as an economist with the Brookings Institution and the Rand Corporation.
Professor Grundfest holds a bachelor's degree in economics from Yale University (1973) and completed the M.Sc. program in mathematical economics and econometrics at the London School of Economics (1972) (no degree awarded). His law degree is from Stanford (1978) where he also completed all requirements for a doctorate in economics but for the dissertation (1978).
Professor Grundfest is founder and director of Directors' College at Stanford Law School, and principal investigator for Stanford Law School's Securities Litigation Clearinghouse. He has served on the New York Stock Exchange's Legal Advisory Board, on the NASDAQ Legal Advisory Committee, on a rules committee of the United States District Court for the Northern District of California, on the SEC's Advisory Committee on Improvements to Financial Reporting, and has been elected to membership in the American Law Institute. Professor Grundfest has been selected as a National Fellow by the Hoover Institution, has been awarded a John M. Olin Faculty Fellowship, and is an Adjunct Scholar of the American Enterprise Institute. Professor Grundfest is admitted to practice in California and in the District of Columbia.
Professor Grundfest has twice received the John Bingham Hurlbut Award for Excellence in Teaching as well as the Associated Students of Stanford University award as the best professor at the Stanford Law, Business, and Medical Schools. Professor Grundfest is also co-founder and director of Financial Engines, Inc., chairman of the board nominating committee of the NASDAQ Stock Market, and a former director of Oracle Corp.Back to the panels
Mr. Roiter is currently a Lecturer on Law at Harvard University Law School and Boston University School of Law.
From 1997 to June 2008, Mr. Roiter served as Senior Vice President and General Counsel of Fidelity Management & Research Company (FMR Co.), headquartered in Boston, Massachusetts, the investment adviser arm of Fidelity Investments, the nation's largest mutual fund group. As General Counsel, Mr. Roiter was responsible for supervising and providing legal advice and representation for all aspects of Fidelity's mutual fund business. From 1985 to 1997, Mr. Roiter was a corporate partner with Debevoise & Plimpton, resident in its Washington, D.C. office, specializing in securities and financial services law. Prior to joining Debevoise & Plimpton, Mr. Roiter was with the U.S. Securities and Exchange Commission in Washington, D.C., serving in various legal positions, including Assistant General Counsel from 1979 to 1981.
Mr. Roiter received a J.D. degree in 1973 and an LLM (specializing in securities laws) in 1981 from Georgetown University Law Center. He received his undergraduate degree from the University of Rhode Island (1970) where he was elected to the Phi Kappa Phi honor society.Back to the panels
Liv A. Watson is one of the founders of XBRL and recently joined the Board of Director of IRIS Business Services Private Limited. IRIS has been very closely involved with the XBRL space, in the areas of taxonomy creation, software solutions and conversion of data into XBRL format.
Prior to joining IRIS, Liv was the Vice President of Global Strategy at EDGAR Online Inc. where she was responsible for developing EDGAR Online's international business development strategy.
She has spent the last 20 years finding new ways to apply her financial and business reporting expertise to technology and her technical expertise to accounting. Working globally with leading market regulators, accounting associations and institutions, she has been instrumental in the creation of the XBRL International framework for the financial and business reporting supply chain. Liv has presented XBRL to a wide range of audiences from international standards bodies to Fortune 1000 companies and speaks with authority about its benefits, potential applications, and broad adoption. She has authored several published articles on future trends of the profession for international publications and journals, including Harvard Business Review and Strategic Finance, and writes a monthly column of financial and business reporting trends for CPA2Biz.Back to the panels
Esther Dyson is a fanatic for disclosure and transparency. She began her formal career as a fact-checker for Forbes Magazine, where she learned to respect the role of free information in making markets work. Despite a BA in economics from Harvard (1972), it was also at Forbes that she learned to read a balance sheet - mostly by trying to understand the financial filings of Continental Illinois Realty Trust, a high-flier of its day. She then spent five years as a securities analyst, and got two-thirds of the way towards a CFA before leaving to join and ultimately purchase Release 1.0, the leading high-tech newsletter of its day. She wrote and edited Release 1.0 until 2007. Since selling her business to CNET in 2005 and leaving in early 2007, she has worked fulltime as an investor and board member for a variety of start-ups in information technology, health care/genetics and space travel. She does business as chairman of EDventure Holdings.
Dyson is also active in the non-profit world. She is a director of the Sunlight Foundation, devoted to transparency in government, and she is about to publish her full genome and all her health records online, as part of the Personal Genome Project. She also sits on the board of the National Endowment for Democracy.Back to the panels
Professor Sale is the author of numerous articles on securities and corporate governance issues. Two of her articles, "Delaware's Good Faith" (2004) and "Securities Fraud as Corporate Governance: Reflections Upon Federalism" (2003), were selected by the Corporate Practice Commentator as among the "top ten" corporate and securities law articles published in those years. Beginning in 2005, she joined the Securities Regulation casebook with John Coffee and Joel Seligman. She is Chair of the DirectWomen Institute, an organization dedicated to educating women attorneys about public company boards. She is also a member of the ABA Committee on Corporate Laws, the AALS Committee on Business Associations, and the ALI.
Professor Sale joined the faculty in 1997. Before coming to the College, she served as a law clerk to Judge Richard S. Arnold of the United States Court of Appeals for the Eighth Circuit. She then practiced law with WilmerHale LLP (formerly Hale and Dorr, LLP) where she specialized in corporate and securities litigation and internal investigations. She is a member of the bar in Massachusetts. Prior to attending Harvard Law School, Professor Sale served as the acting Chief of Staff, Director of Operations, and Legislative Director to the former Lieutenant Governor of the Commonwealth of Massachusetts, Evelyn F. Murphy (1988-90); the Associate Legislative Director and Fiscal Analyst for the Massachusetts Municipal Association (1985-88); and the Staff Economist to the Massachusetts Special Commission on Tax Reform (1984-85).
Professor Sale is faculty advisor to the Journal on Corporation Law. Her research interests include securities and corporate litigation issues and corporate governance topics. Her courses include Contracts, Corporations, Securities, as well as seminars and colloquia. In addition, she teaches corporate and securities law in the Tippie College's Executive M.B.A. program.Back to the panels
Mr. Beller's practice focuses on a wide variety of complex securities, corporate governance and corporate matters. Mr. Beller advises regularly senior officials of both U.S. and non-U.S. entities on these subjects, including in connection with SEC filings, corporate transactions and other corporate matters and public and private offerings of securities.
Mr. Beller served as the Director of the Division of Corporation Finance of the U.S. Securities and Exchange Commission and as Senior Counselor to the Commission from January 2002 until February 2006. During his four-year tenure, Mr. Beller led the Division in producing the most far-reaching corporate governance, financial disclosure and securities offering reforms in Commission history. Among his accomplishments were the implementation of the corporate provisions of the Sarbanes-Oxley Act of 2002, the adoption of corporate governance standards for listed companies and the successful completion of comprehensive securities offering reforms.
Notable transactions in which Mr. Beller has been involved include the demutualization and initial public offering of Prudential Insurance Company, the initial public offering of Goldman Sachs, the initial public offering of Instinet, the privatization and initial public offering of Singapore Telecom, the initial U.S. offering of Samsung, the privatization and initial public offering of Pohang Iron and Steel (Korea), a private U.S. equity investment in Kookmin Bank (Korea) and the sale of Kidder Peabody to Paine Webber.
Mr. Beller is a frequent panelist and speaker at directors' conferences, including the Stanford, Duke and Vanderbilt conferences, and often chairs or speaks at leading conferences regarding securities law, corporate governance and corporate law matters. He has been an Adjunct Associate Professor of Law at New York University and is one of the authors of U.S. Regulation of the International Securities and Derivatives Markets. Mr. Beller was distinguished as a "star performer" and ranked in the top tier for leading individuals in capital markets by both Chambers Global Guide to the World's Leading Lawyers and Chambers USA America's Leading Lawyers for Business. In addition, he is recognized by The International Who's Who of Business Lawyers and the PLC Which Lawyer? Yearbook as one of the best lawyers in the United States.
Mr. Beller originally joined the firm in 1976, became partner in 1984 and returned to Cleary Gottlieb in August 2006. From 1977 to 1981, he was resident in the Paris office and from 1990 to 1993, he was resident in the Tokyo office. Mr. Beller received a J.D. degree, magna cum laude, from the University of Pennsylvania Law School and graduated from Yale College, cum laude, in 1971.
Mr. Beller is a member of the Board of Directors of The Travelers Companies, Inc. and a member of the Board of Overseers of the University of Pennsylvania Law School. Mr. Beller is a member of the Bar in New York.Back to the panels