Corporate Governance

Steven Davidoff Solomon

Alexander F. and May T. Morrison Professor of Law,
Faculty Codirector, Berkeley Center for Law and Business,
UC Berkeley School of Law, University of California

Steven Davidoff Solomon is one of the nation’s best-known authorities on corporate law and governance. Professor Solomon specializes in mergers and acquisitions (M&A), disclosure processes and procedures, corporate governance (including issues of corporate separateness), and capital markets regulation. His interdisciplinary research focuses on topics involving law, finance, and accounting. Professor Solomon studies and has been frequently retained by the Securities and Exchange Commission (SEC) in litigation related to disclosure processes and procedures, and by the Department of Justice (DOJ) to advise on principles of corporate separateness.

Professor Solomon has often been called to testify before the U.S. Senate, in state and federal courts, and in domestic and international arbitration tribunals. He provides testimony at trial and in deposition in complex litigation involving antitrust and competition, M&A, and disclosure. His corporate governance includes matters related to nonprofits, real estate investment trusts (REITs), and special purpose acquisition companies (SPACs), as well as such issues as piercing the corporate veil, evaluating contracts, and analyzing damages. The National Association of Corporate Directors (NACD) has honored him multiple times as one of the 100 most influential governance professionals in the United States.

For almost a decade, Professor Solomon wrote a weekly column on corporate issues for the New York Times as the Deal Professor. He coauthored Mergers and Acquisitions: Law, Theory, and Practice, a leading casebook in the field, as well as several other volumes focused on M&A and corporate law. Professor Solomon publishes his research in top-tier academic journals in law, finance, and accounting.

At UC Berkeley School of Law, Professor Solomon teaches courses on law, economics and accounting, M&A, and business associations.

Prior to entering academia, Professor Solomon practiced as an attorney with Shearman & Sterling in New York and London, and with Freshfields Bruckhaus Deringer in London. He represented U.S. and European clients in securities law matters, acquisitions and sales of public and private companies, joint ventures, and private equity and venture capital investments.

Professor Solomon sits on the board of directors of a SPAC, where he chairs the audit, nominating, and compensation committees.

Guhan Subramanian

Joseph H. Flom Professor of Law and Business,
Harvard Law School;
H. Douglas Weaver Professor of Business Law,
Harvard Business School,
Harvard University

Lynnette Kelly

Former President and CEO,
Municipal Securities Rulemaking Board (MSRB)

A recognized expert on municipal finance and governance, Lynnette Kelly has more than thirty years of legal, regulatory, governance, and technology experience in the fixed income markets.

Ms. Kelly’s expertise covers a range of municipal finance topics, including infrastructure finance, broker-dealer regulation, disclosures and investor protections, pricing and issuance of municipal debt, market practices, and FinTech. She has testified before Congress about market regulation and policies, and submitted written testimony to congressional committees.

Ms. Kelly has served on multiple boards of directors. In these roles, she has developed substantial expertise with ESG issues, FinTech, and regulatory and external audits and investigations. She holds Directorship Certification from the National Association of Corporate Directors (NACD) and is an NACD Governance Fellow.

Ms. Kelly served as president and CEO of the Municipal Securities Rulemaking Board (MSRB) for over a decade. In that role, she developed strategic initiatives to respond to Dodd-Frank financial reform legislation, and to advance the MSRB’s mission as the principal regulator of the municipal securities market. In particular, Ms. Kelly launched the Electronic Municipal Market Access (EMMA) website, the official source of trade data and disclosure documents for the municipal securities market.

Prior to her tenure at the MSRB, Ms. Kelly served as senior vice president and associate general counsel at the Securities Industry and Financial Markets Association (SIFMA). At both the MSRB and SIFMA, she worked on issues involving banks, broker-dealers, investment advisors, and other participants in the municipal market. Earlier in her career, Ms. Kelly served as general counsel of the Municipal Assistance Corporation for the City of New York.

Ms. Kelly has written articles for business and academic publications, and also serves as contributing editor to the Municipal Finance Journal. She speaks frequently at industry, business, and academic conferences and has been a guest lecturer at Georgetown University and the University of Chicago. A variety of mainstream media outlets have cited her as an expert. Ms. Kelly has received several honors for her industry contributions, including the Municipal Forum of New York’s Public Service Award for leadership in the municipal market.

Ms. Kelly serves on the board of trustees of the Financial Accounting Foundation, which oversees the Financial Accounting Standards Board (FASB) and the Governmental Accounting Standards Board (GASB). She was also a member of the audit committee of Common Securitization Solutions, a FinTech joint venture of Fannie Mae and Freddie Mac. Ms. Kelly’s other board experience includes the Milken Institute Center for Financial Markets Excellence and Equity in Public Finance Advisory Council, and the University of Chicago Center for Municipal Finance. She has completed executive education programs at Harvard Business School; The Wharton School, University of Pennsylvania; and the Kennedy School of Government, Harvard University.