Biography
P.J. advises public companies on a day-to-day basis on disclosure issues; securities law compliance; key risk areas, including cybersecurity and ESG and sustainability; restatements and internal control issues; executive compensation and proxy advisory firm policies; and board-related issues, such as director independence, refreshment and committee structure. P.J. counsels boards on sensitive matters that are frequently confidential in nature. Her practice also includes the SEC aspects of merger and acquisition and securities transactions. P.J. is a member of the planning committee for the Northwestern Pritzker Law School’s 2022 Annual Securities Regulation Institute. P.J. frequently speaks and writes on SEC issues and is a regular contributor to Weil’s Governance & Securities Watch (blog).
Prior to joining Weil, P.J. was Special Counsel in the SEC’s Office of Chief Counsel and the Office of Mergers & Acquisitions of the Division of Corporation Finance. She was a primary drafter of some of the SEC’s most significant corporate finance initiatives during her tenure. These initiatives included the April 2000 Internet Interpretive release (regulation of corporate and broker-dealer communications on the Internet) and the Report of the Task Force on Disclosure Simplification (reviewing and recommending reform of all SEC corporate finance rules). Additionally, P.J. was a key contributor in crafting Regulation M-A (dramatic restructuring of all SEC rules applicable to mergers & acquisitions and tender offers).
Experience
Representative clients include:
- Core-Mark Holding Company, Inc.
- Genworth Financial
- MGM Resorts International
- Micron Technology
- Public Service Enterprise Group
- Signet Jewelers
- Skillsoft Corporation
- Synchrony Financial
- TE Connectivity
- Vonage Holdings Corp.
- Willis Towers Watson
Representative business combination transactions include:
- ATI Physical Therapy (a portfolio company of Advent International) in its $2.5 billion business combination with Fortress Value Acquisition Corp. II, a SPAC sponsored by Fortress Investment Group and in its incremental second lien secured subordinated facility
- Getty Images Inc. in its approximately $4.8 billion business combination with CC Neuberger Principal Holdings II, a SPAC formed by a partnership of CC Capital and Neuberger Berman
- Software Luxembourg Holding S.A. in its $1.3 billion merger with and into Churchill Capital Corp II, a SPAC sponsored by the Churchill Capital Group
- Willis Towers Watson PLC in its proposed $80 billion combination with Aon PLC
Representative post-IPO clients include:
- Avista Public Acquistion Corp. II
- Jack Creek Investment Corp.
P.J. is recognized as an expert in Corporate Governance by Expert Guides’ “Women in Business Law” and was named “Best in Corporate Governance” at Euromoney Legal Media Group’s Americas 2019 Women in Business Law Awards. P.J. recently spoke at the Conference Board’s panel “Developments in U.S. & EU ESG Disclosure Rulemaking & What U.S. Companies Need to Know,” as part of The Society for Corporate Governance’s 2023 Eastern Regional Fall Conference.
P.J. received her J.D., with honors, from the University of Maryland Francis King Carey School of Law, where she was an editor of Maryland’s Law Review, and her B.S., magna cum laude, from the University of Maryland.