Corporate Governance: Law and Practice

Amy L. Goodman is a Partner at Gibson, Dunn & Crutcher LLP in Washington, D.C. She is a member of the firm's Securities Regulation and Corporate Transactions groups. She advises clients with respect to securities law disclosure and regulatory issues and corporate governance matters. Ms. Goodman joined the firm after serving as a free-lance editor and author of books and newsletters on securities and corporate law topics, including Editor-in-Chief of Insights: The Corporate and Securities Law Advisor, The Investment Lawyer, and The Corporate Governance Advisor. She also is co-editor of A Practical Guide to SEC Proxy and Compensation Rules. Ms. Goodman previously was with the Securities and Exchange Commission for 11 years, holding several positions with the SEC's Division of Corporation Finance, including Associate Director (EDGAR), Deputy Associate Director, Assistant Chief of the Office of Disclosure Policy, and Chief of the Task Force on Corporate Accountability. She also served as Legal Assistant and Special Counsel to SEC Chairman Harold Williams and as an attorney in the SEC's Division of Investment Management. In 1985, Ms. Goodman received the SEC's Distinguished Service Award, and, in 1986, she received the Presidential Meritorious Executive Award.

Ms. Goodman received her Juris Doctorate degree cum laude from the Boston University Law School and an LL.M. with emphasis in securities law, from the Georgetown University Law Center. She earned a Bachelor of Arts degree in political science from Boston University. Ms. Goodman is admitted to practice in the District of Columbia and Massachusetts. She is Chair of the Shareholder and Investor Relations Subcommittee of the Corporate Governance Committee of the American Bar Association's Business Law Section and a member of the Federal Regulation of the Securities Committee of the Business Law Section and the Securities Law Committee of the American Society of Corporate Secretaries. Ms. Goodman is also a frequent speaker at continuing legal education programs and other professional events.

In addition to serving as General Editor of this treatise, Ms. Goodman is the author of Chapter 1.

Bart Schwartz is Deputy General Counsel and Corporate Secretary of Marsh & McLennan Companies, Inc. (NYSE: MMC), a holding company for financial services businesses including insurance and reinsurance brokerage and other insurance services, risk consulting, management and human resources consulting, and asset management. He is the former editor of Corporate Governance: Law and Practice. Previously, he was General Counsel and Senior Vice President of The MONY Group Inc., an insurance and diversified financial services company; before that, he was Senior Vice President, General Counsel and Secretary of Willis Corroon Corporation, an insurance brokerage and risk management consulting company.

Mr. Schwartz began his legal career in 1978 with Debevoise & Plimpton in New York and later joined the Los Angeles office of Skadden, Arps, Slate, Meagher & Flom. He holds a J.D. from the University of Southern California School of Law, where he was an editor of the law review and Legion Lex Scholar, and an MBA from the Owen School of Management at Vanderbilt University, where he graduated with highest honors.

Mr. Schwartz serves on the board of the Corporate Counsel Association (formerly ACCA) and the board of its Greater New York Chapter. He is also on the Board of Directors of Lawyers Alliance for New York, for which he serves as Secretary. Mr. Schwartz is a frequent writer and speaker on corporate governance, securities law, mergers and acquisitions and other corporate law topics. He also serves as a corporate governance analyst for Lexis/Nexis and as a member of the Editorial Advisory Board of D&O Advisor.

In addition to serving as General Editor of this treatise, Mr. Schwartz is the author of Chapters 9, 10 and 16.

Steven M. Haas is a partner at Hunton Andrews Kurth LLP where he focuses on corporate governance and mergers and acquisitions. Prior to joining the firm, he practiced at Abrams & Laster LLP in Wilmington, Delaware.

Mr. Haas has authored numerous articles on corporate law topics, including Toward a Controlling Shareholder Safe Harbor, 90 VA. L. REv. 2245 (2004), The Dilemma That Should Never Have Been: Minority Freeze Outs in Delaware, 60 BUS. LAW. 25 (2005), and Contracting Around Fraud Under Delaware Law, 10 DEL. L. REV. 49 (2008). Certain of his articles have been cited by the Delaware Court of Chancery and the Delaware Supreme Court.

Mr. Haas is an adjunct professor of law at the University of Richmond School of Law where he teaches a course on Mergers & Acquisitions. He has served in varying capacities within the American Bar Association 's Business Law Section, including as chairman of its corporate governance subcommittee on current developments and emerging issues and as the lead drafter for an illustrative proxy expense reimbursement bylaw task force.

Mr. Haas received a Juris Doctorate from the University of Virginia School of Law, where he served as notes editor of the Virginia Law Review. He earned a Bachelor of Arts in economics from Hampden-Sydney College. He is a member of the Delaware and Virginia state bars. In addition to serving as General Editor of this treatise, Mr. Haas is the author of Chapter 3 and Chapter 4.