P.J. regularly advises on board-related issues, including director independence, board and committee structure; securities law compliance, including in connection with restatements and internal control issues; key risk areas, including cybersecurity and ESG and sustainability; executive compensation and proxy advisory firm policies. 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. frequently speaks and writes on SEC issues and is a regular contributor to Weil’s Governance & Securities Watch.
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).
Representative clients include:
- Core-Mark Holding Company, Inc.
- Genworth Financial
- MGM Resorts International
- Micron Technology
- Public Service Enterprise Group
- Signet Jewelers
- Synchrony Financial
- TE Connectivity
- 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
- 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
- WPX Energy in its $2.5 billion acquisition of Felix Energy
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. She is also recommended for Corporate Governance by Legal 500 US, where clients note she “has deep SEC and governance experience and her willingness to collaborate with management to work through issues is outstanding. She is also willing to stand her ground when needed. Her responsiveness is unparalleled and she is a pleasure to work with.”
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.