Guest Speakers. corporate Governance AND Disclosure seminar. TH annual. Managing Director, Goldman, Sachs & Co.

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1 Guest Speakers William D. Anderson Managing Director, Goldman, Sachs & Co. Mr. Anderson is a Managing Director in the Mergers Leadership Group at Goldman, Sach s & Co. He leads the firm s activism and raid defense business and advises companies worldwide in connection with mergers and acquisitions, special committee situations, governance issues, cross-border transactions and responding to hostile activity. Prior to joining Goldman Sachs, Bill was a Mergers and Acquisitions attorney for Simpson Thacher & Bartlett. He clerked on the United States Court of Appeals, Second Circuit, and was a certified public accountant for Coopers & Lybrand. He is a member of the Association of the Bar of the City of New York, where he serves on its Special Committee on Mergers, Acquisitions and Corporate Control Contests and has served on its Professional Disciplinary Committee and its Professional Responsibility Committee. He also serves on the Board of Advisors of the Institute for Law and Economics at the University of Pennsylvania. Bill has published articles and speaks frequently on mergers and acquisitions, hostile activity and board/shareholder interaction. Daniel H. Burch Chairman and Chief Executive Officer, MacKenzie Partners Mr. Burch is Chairman and Chief Executive Officer and co-founder of MacKenzie Partners, Inc., a proxy solicitation and investor relations consulting firm specializing in mergers and acquisitions, governance and proxy contests. The company was founded in January 1990 as a division of a major London-based public relations firm. Following a buyout in 1992, Mr. Burch and his partners re-launched the firm as MacKenzie Partners, Inc., which today has offices in New York, London, Los Angeles and Palo Alto. In his nearly 30-year career in the proxy/m&a field, Mr. Burch has been involved with some of the largest and most visible tender offers and proxy contests. He is a member of the American Society of Corporate Secretaries and Corporate Governance Professionals and frequently lectures on topics of governance and merger and acquisitions.

2 Guest Speakers Brian Richson Partner, PricewaterhouseCoopers LLP Mr. Richson is a partner in PricewaterhouseCoopers National Professional Services Group. He consults with client engagement teams on a variety of practice management matters, including investigations, materiality evaluations, auditing standards application, internal control assessments and SEC reporting matters. Mr. Richson has been a partner for 11 years and has 23 years of experience as an audit professional with PricewaterhouseCoopers. Carol A. Stacey Vice President, The SEC Institute Ms. Stacey joined The SEC Institute as Vice President in July As Vice President of The SEC Institute, Ms. Stacey is responsible for conducting seminars on various reporting and ﬁnancial accounting topics, as well as overseeing the Conference Division. Until recently, Ms. Stacey was the Chief Accountant of the Division of Corporation Finance at the U.S. Securities and Exchange Commission, an appointment she held since February Ms. Stacey s previous roles in the Division include Deputy Chief Accountant, Associate Chief Accountant, and Assistant Chief Accountant. She joined the SEC as a Staff Accountant in the Division in 199. Before joining the SEC, Ms. Stacey worked for an SEC registrant in various roles, including Director of Financial Reporting, Assistant Corporate Controller, and Divisional Controller. Prior to that, Ms. Stacey was an auditor in the Boston ofﬁce of PricewaterhouseCoopers.

3 David M. Becker Partner, Washington Office Mr. Becker s practice covers the full range of issues arising out of capital markets activities. He focuses on U.S. Securities and Exchange Commission investigations, governance issues and a broad range of SEC regulatory matters. In recent years, Mr. Becker has conducted a number of independent investigations into stock option and financial reporting practices and has represented clients before the SEC and other regulatory bodies. Prior to joining Cleary Gottlieb in 2002, Mr. Becker served as General Counsel of the U.S. Securities and Exchange Commission. During his more than three years at the SEC, Mr. Becker counseled the SEC on virtually all enforcement, rule-making and regulatory actions that it took. Mr. Becker was particularly active in advising the SEC on matters related to governance, and accounting and disclosure. Mr. Becker also was responsible for representing the SEC in all appellate actions, including enforcement actions. Mr. Becker was recognized as a Leading Lawyer by Chambers USA America s Leading Lawyers for Business (2007) for his expertise in both financial services regulation - securities (regulatory enforcement and investigations) and securities regulation - enforcement. The Best Lawyers in America (2007) recommends Mr. Becker for governance and compliance and PLC Which Lawyer? Yearbook (2007) recognizes Mr. Becker nationally for governance. Washingtonian magazine also recommended Mr. Becker as a top securities lawyer and Legal Times profiled him as one of the top ten securities lawyers in Washington, DC. Alan L. Beller Mr. Beller s practice focuses on a wide variety of complex securities, governance and matters. Mr. Beller has extensive experience advising both U.S. and non-u.s. entities on these matters, including in connection with filings with the U.S. Securities and Exchange Commission and public and private offerings of securities. Mr. Beller left Cleary Gottlieb in 2002 to serve as the Director of the Division of Corporation Finance of the Commission and Senior Counselor to the Commission from January 2002 until February 200. During his four-year tenure, Mr. Beller led the Division in producing the most far-reaching governance, financial disclosure and securities offering reforms in Commission history. Among his accomplishments were the implementation of the provisions of the Sarbanes-Oxley Act of 2002, the adoption of governance standards for listed companies and the successful completion of comprehensive securities offering reforms. Mr. Beller was distinguished as a star performer and ranked in the top tier for leading individuals in capital markets by Chambers USA America s Leading Lawyers for Business (2007). He was also distinguished as one of the best capital markets lawyers by Chambers Global The World s Leading Lawyers (2007). In addition, he is recognized by the PLC Which Lawyer? Yearbook (2007) as one of the best governance lawyers in the United States. 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, governance and 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.

4 Robin M. Bergen Partner, Washington Office Ms. Bergen s practice focuses on U.S. Securities and Exchange Commission investigations and regulatory matters, structured finance, international securities offerings, cross-border financings, and private investment funds. She also has extensive experience in the regulation of investment companies and investment advisers, and matters including governance and compliance issues related to financial institutions, investment banks and other clients. Ms. Bergen is published on aspects of regulatory matters relating to registered investment companies: Changing Direction: SEC Seeks 17F-5 Simplification, The Investment Lawyer, December 199 (with J. Marans, S. Robinson and E. Nowrojee). David E. Brodsky Mr. Brodsky specializes in securities enforcement, white-collar criminal defense, and internal investigations. He has represented corporations and individuals in investigations involving alleged insider trading, accounting and securities fraud, foreign corrupt payments, bid rigging, and obstruction of justice. He has regularly appeared before the Department of Justice, the U.S. Securities and Exchange Commission, the National Association of Securities Dealers, the New York Stock Exchange, and other regulatory and law enforcement agencies. Previously, Mr. Brodsky served in the United States Attorney s Office for the Southern District of New York, where he handled more than a dozen jury trials and argued numerous appeals before the Second Circuit. Mr. Brodsky was recognized a Leading Lawyer for white-collar criminal defense and investigations by Chambers USA America s Leading Lawyers for Business (2007). He has spoken on various topics involving securities enforcement, white-collar criminal defense and internal investigations. He has served on the Committee on Professional and Judicial Ethics of the Association of the Bar for the City of New York, is an officer of the Federal Bar Council, and is a member and former Director of the New York Council of Defense Lawyers.

5 Nicolas Grabar Mr. Grabar s practice focuses on international capital markets and securities regulation and on the representation of large reporting companies. He plays a primary role in the firm s work for clients including leading Mexican and Brazilian companies, several Fortune 100 companies and global investment banks. Mr. Grabar has extensive experience in international financings in public and private markets, in U.S. securities law and regulations applicable to foreign issuers, and in the regulation of financial reporting. He has also specialized in the telecommunications and natural resources sectors, and has advised on acquisitions, joint ventures, privatizations and debt restructuring. IFLR1000, The Guide to the World s Leading Financial Law Firms (2007), lists Mr. Grabar as a Leading Lawyer in capital markets. He is distinguished as one of the best lawyers by Chambers Global Guide to the World s Leading Lawyers (2007) and Chambers USA America s Leading Lawyers for Business (2007). In addition, Mr. Grabar is recognized as one of the leading capital markets lawyers by The International Who s Who of Business Lawyers (2007). Mr. Grabar chairs the annual Practicing Law Institute program on foreign issuers and U.S. securities regulation, and he has served on the securities regulation committees of several bar associations. He has spoken and published on legal opinion practice, securities regulation, international securities offerings, privatizations and securitizations of financial assets. Ethan A. Klingsberg Mr. Klingsberg s practice focuses on mergers and acquisitions, leveraged buy-outs, contests for control, and and U.S. Securities and Exchange Commission matters. He regularly advises public companies and their boards and special committees on securities and law matters. IFLR1000, The Guide to the World s Leading Financial Law Firms, lists Mr. Klingsberg as a Leading Lawyer in mergers and acquisitions. He received a 2007 Burton Award for Legal Achievement from the Law Library of Congress in recognition of his writing on fiduciary duties in conflict M&A transactions. His recent articles include The Need for Careful Choreography in LBOs, The M&A Lawyer, April 2007; Lessons Learned: A Practical Look at the Caremark Trilogy, Deal Lawyers, MayJune 2007; Mergers & Acquisitions: Managing the Variables in Minority Buyouts, Insights, October 200; Rise in Stockholder-Adopted Bylaws, Proxy Contests Nears, New York Law Journal, October 200; How Directors Should Respond to New Developments in Delaware and at the SEC that Impact the Equilibrium Between Boards and Stockholders, Directors Monthly, July 200; How to Navigate Adverse Developments Between Signing and Closing a Public M&A Transaction, Insights, November 2005; Delaware s M&A Wildcard Appraisal Rights, The M&A Lawyer, June 2005; and How Fair Are Fairness Opinions? The M&A Journal (2004).

6 Breon S. Peace Mr. Peace s practice focuses on white-collar defense, regulatory enforcement, and complex civil litigation. He has conducted sensitive internal investigations on behalf of corporations. Mr. Peace has represented corporations and individuals in regulatory and criminal investigations involving allegations of accounting fraud, securities fraud and insider trading, and has represented corporations in related securities litigation. From 1997 to 1998, he served as law clerk to the Honorable Sterling Johnson, Jr. of the U.S. District Court for the Eastern District of New York. He left the firm in December 1999 to join the U.S. Attorney s Office for the Eastern District of New York where he served as an Assistant U.S. Attorney. As an Assistant U.S. Attorney, Mr. Peace handled the investigation and prosecution of federal criminal cases, including those involving fraud and money laundering. He also argued appeals before the U.S. Court of Appeals for the Second Circuit. Prior to rejoining the firm in 2003, Mr. Peace was an Acting Assistant Professor of Clinical Law at New York University School of Law where he taught the Prosecution Clinic. Giovanni P. Prezioso Partner, Washington Office Mr. Prezioso s practice focuses on securities and law matters. From May 2002 until rejoining Cleary Gottlieb in 200, Mr. Prezioso served as General Counsel of the U.S. Securities and Exchange Commission. As the Commission s chief legal officer, he was responsible for advising the Commission on legislative, regulatory and enforcement matters. He also was responsible for representing the Commission in appellate matters, supervising civil litigation against the Commission in district courts and directing and supervising the Commission s bankruptcy program. Mr. Prezioso served as the Commission s chief legal officer during a time of unprecedented enforcement and regulatory activity. During his tenure, the 120-member staff of his Office reviewed and provided legal advice to the Commission on over 2000 enforcement actions and over 100 rulemaking proceedings. Under Mr. Prezioso s leadership, the Office coordinated the implementation of the enforcement and regulatory provisions of the Sarbanes-Oxley Act of 2002 within the tight timeline set by Congress. The Office also drafted regulations under the Act that established formal standards of professional conduct for attorneys representing public companies. In addition, Mr. Prezioso led an initiative to revitalize the Commission s amicus program, with numerous submissions to the federal courts on critical policy issues. Before joining the Commission, Mr. Prezioso was in private practice with Cleary Gottlieb and served as counsel to major financial institutions, public companies and trade associations, with responsibility for a broad range of regulatory,, transactional and litigation matters.

7 Daniel S. Sternberg Mr. Sternberg s practice focuses on public and private merger and acquisition transactions (with a particular focus on cross-border transactions and the representation of international clients). He also has an active practice counseling on governance matters, including the ﬁduciary duties of ofﬁcers and directors to corporations and their boards and the representation of institutional shareholders in their relationship with public issuers. Mr. Sternberg is listed in PLC Which Lawyer? Yearbook (200) as a highly recommended M&A attorney and is included in Law Business Research s The International Who s Who of Business Lawyers and Who s Who of Corporate Governance Lawyers. He is also distinguished as one of the best Corporate/M&A lawyers by Chambers USA America s Leading Lawyers for Business. IFLR1000, The Guide to the World s Leading Financial Law Firms, lists Mr. Sternberg as a Leading Lawyer in mergers and acquisitions. Mr. Sternberg is the Chairman of the New York City Bar Association s Committee on Mergers, Acquisitions and Corporate Control Contests. In addition, Mr. Sternberg is widely published on merger and acquisition and law matters, including US Best-Price Rule - Return of the Tender Offer, IFLR, January 2007.