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).
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. 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.
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
- P.J. Himelfarb Recommended for Corporate Governance Award Brief — Legal 500 US
Northwestern Law’s 50th Annual Securities Regulation Institute
P.J. Himelfarb and
January 31, 2023 — Weil Public Company Advisory Group partner P.J. Himelfarb will moderate a panel titled “Recurring Disclosure Challenges” and Public Company Advisory Group partner Adé Heyliger will speak on a panel titled “Corporate Governance and Proxy Developments” as part of Northwestern Law’s 50th Annual Securities Regulation Institute.
2022 KPMG Global Energy Transformation Conference
November 2, 2022 — Weil Public Company Advisory Group Partner P.J. Himelfarb spoke on a panel titled "Gaining the ESG Advantage Through Reporting" as part of the 2022 KPMG Global Energy Transformation Conference.
- NYSE and Nasdaq Propose Compensation Clawback Listing Standards Alert — Governance & Securities — By Howard B. Dicker, Lyuba Goltser, P.J. Himelfarb and Shira Barron — PDF — March 01, 2023
- Disclosure Developments and 2022 Form 10-K Disclosure Locator Alert — Governance & Securities — By Howard B. Dicker, Catherine T. Dixon, P.J. Himelfarb, Shira Barron and Julie Rong — PDF — January 2023
- Heads Up for the 2023 Proxy Season: Key Disclosure and Engagement Topics Alert — Governance & Securities — By Howard B. Dicker, Lyuba Goltser, Kaitlin Descovich, Catherine T. Dixon, P.J. Himelfarb and Adé Heyliger — PDF — January 19, 2023
SEC Adopts No Fault Executive Compensation Clawback Rules for Listed Companies: Covers “little r” Restatements
Blog Post — Weil Governance & Securities Watch
— November 01, 2022
Last week, the U.S. Securities and Exchange Commission (SEC) adopted the long-debated rule that will require listed companies to adopt policies requiring the recovery (or clawback) of erroneously awarded incentive compensation from current or former executive officers who received such compensation during the three fiscal years preceding the date on which the listed company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. The final rules direct the national securities exchanges to establish listing standards requiring companies to develop, implement and comply with a compensation clawback policy. Issuers that do not adopt and comply with their compensation recovery policy would be subject to delisting. The final rules leave little discretion to the board of directors of the company, apply irrespective of misconduct, and are triggered by both “Big R” and “little r” restatements. The requirements apply to all listed companies, even foreign private issuers, controlled companies, and debt-only issuers. The rules also require listed issuers to provide disclosure about such policies and how they are being implemented. In this Alert we summarize the key elements of the rules, and offer considerations on “What to do now?” ...
- SEC Adopts No Fault Executive Compensation Clawback Rules for Listed Companies: Covers “little r” Restatements Alert — Governance & Securities — By P.J. Himelfarb, Lyuba Goltser, Howard B. Dicker and Shira Barron — PDF — November 01, 2022
Firm News & Announcements
- Twenty-One 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