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
- 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.
Awards and Recognition, Speaking Engagements, Latest Thinking, Firm News & Announcements
Awards and Recognition
- P.J. Himelfarb Recognized as a Corporate Governance “Expert” Award Brief — Expert Guides’ “Women in Business Law”
- P.J. Himelfarb Named “Best in Corporate Governance” Award Brief — Euromoney Legal Media Group Americas Women in Business Law Awards 2019
Speaking Engagements
-
Northwestern Law’s 51st Annual Securities Regulation Institute
Speaker(s):
P.J. Himelfarb
January 23, 2024 — Weil Public Company Advisory Group partner P.J. Himelfarb spoke on a panel titled “Recurring Disclosure Challenges” as part of Northwestern Law’s 51st Annual Securities Regulation Institute.
-
The Society for Corporate Governance: 2023 Eastern Regional Fall Conference
Speaker(s):
Lyuba Goltser,
Robert Stern,
Annemargaret Connolly and
P.J. Himelfarb
October 5, 2023 — Several Weil Partners spoke at The Society for Corporate Governance’s 2023 Eastern Regional Fall Conference, including the following:
- Weil Public Company Advisory Group Co-Head Lyuba Goltser and Litigation Partner Robert Stern spoke on a panel titled “ESG Commitments in Practice: Guardrails for Managing Risks Around Development, Implementation, Disclosure & Withdrawal.”
- Weil’s Head of the Environmental Practice Annemargaret Connolly and Public Company Advisory Group partner P.J. Himelfarb spoke on a panel titled “Developments in U.S. & EU ESG Disclosure Rulemaking & What U.S. Companies Need to Know.”
Latest Thinking
-
SEC Adopts Less Prescriptive Climate-Related Disclosure Rules but Challenges Remain
Blog Post — Weil Governance & Securities Watch
— By
Rebecca Grapsas,
P.J. Himelfarb,
Alicia Alterbaum,
Julie Rong,
Annemargaret Connolly and
Robert Stern
— March 13, 2024
On March 6, 2024, the Securities and Exchange Commission adopted final climate-related disclosure rules in a 3 to 2 vote split along party lines. As discussed in Appendix A, the rules already face multiple legal challenges from states, businesses, and environmental groups, as well as dissent from two SEC Commissioners who question its necessity, authority, and cost. The SEC Chair and the two other Commissioners who voted in favor, as well as the SEC Staff presenting the rules for adoption, noted repeatedly that the final rule takes into account the thousands of comments, available here, that indicated the initial proposal was too onerous. The final rule, they noted, contains numerous revisions to make the rules less prescriptive, including eliminating the requirement to disclose Scope 3 greenhouse gas emissions, and eliminating the financial impact metrics, which would have required disclosure of climate related impacts on each line item of a company’s consolidated financial statements. The SEC’s 886-page adopting release, and fact sheet on the final rules, are available here and here. In this Alert, we distill the adopting release into its key aspects, with more detailed discussion included in Appendices, and, importantly, we include our advice on what to do now. ...
- SEC Adopts Less Prescriptive Climate-Related Disclosure Rules but Challenges Remain Alert — By Rebecca Grapsas, P.J. Himelfarb, Alicia Alterbaum, Julie Rong, Amanda Zoda, Annemargaret Connolly, Matthew D. Morton, David R. Singh and Robert Stern — PDF — March 13, 2024
- Heads Up for the 2024 Proxy Season: Key Corporate Governance, Disclosure and Engagement Topics Alert — Governance & Securities — By Lyuba Goltser, Kaitlin Descovich, Howard B. Dicker, Rebecca Grapsas, Adé Heyliger, P.J. Himelfarb, Alicia Alterbaum, Steven Bentsianov, Rachel Alpert, Daniel Ruzi, Julie Rong, Eleni Samara and Amanda Zoda — PDF — January 30, 2024
-
Need to Know: Disclosure Developments and 2023 Form 10-K Disclosure Locator
Blog Post — Weil Governance & Securities Watch
— By
P.J. Himelfarb,
Alicia Alterbaum and
Steven Bentsianov
— January 17, 2024
This Alert is in the form of a Disclosure Locator for the 2023 calendar year-end Form 10-K to be filed in 2024 with the U.S. Securities and Exchange Commission. The Locator highlights disclosure considerations drawn from: View the entire Governance & Securities Alert.
The post Need to Know: Disclosure Developments and 2023 Form 10-K Disclosure Locator appeared first on Governance & Securities Watch.
... -
SEC Disclosures of Artificial Intelligence Technologies
Blog Post — Weil Governance & Securities Watch
— By
P.J. Himelfarb and
Julie Rong
— November 28, 2023
The meteoric rise in generative artificial intelligence has dramatically altered the corporate landscape as companies increasingly invest in or incorporate artificial intelligence, including machine learning technologies (together referred to herein as “AI”), into their businesses. The increasing adoption of AI presents tremendous opportunities to harness data on a vast scale, but it also presents numerous […]
The post SEC Disclosures of Artificial Intelligence Technologies appeared first on Governance & Securities Watch.
...
Firm News & Announcements
- Nineteen Partners Named 2022 Top Women in Business Law by Expert Guides Firm Announcement — October 05, 2022
- Weil Advised Getty Images in its $4.8B Business Combination with CC Neuberger Principal Holdings II Deal Brief — July 22, 2022