Amy L. Goodman is a partner in Gibson, Dunn & Crutcher's Washington, D.C. office. She is co-chair of the firm's Securities Regulation and Corporate Governance practice group, which received the Chambers USA Award for Excellence 2011 in the category of Securities Regulation (including Advisory and Enforcement). She is also a member of the firm's Executive Compensation and Corporate Transactions groups. She advises clients with respect to securities law disclosure and regulatory issues and corporate governance matters, including the representation of independent board committees.
Ms. Goodman joined the firm in 1998 after serving as a free-lance editor and author of books and newsletters on securities and corporate law topics, including Editor-in-Chief of Insights: The Corporate and Securities Law Advisor (ongoing), The Investment Lawyer, and The Corporate Governance Advisor, all published by Aspen Law & Business. She previously was with the Securities and Exchange Commission for 11 years, holding several positions with the SEC's Division of Corporation Finance, including Associate Director (EDGAR), Deputy Associate Director, Assistant Chief of the Office of Disclosure Policy, and Chief of the Task Force on Corporate Accountability. She also served as Legal Assistant and Special Counsel to SEC Chairman Harold Williams and as an attorney in the SEC's Division of Investment Management.
In 1985, Ms. Goodman received the SEC's Distinguished Service Award, and, in 1986, she received the Presidential Meritorious Executive Award. She was ranked among the top 20 securities regulation advisory attorneys nationwide in the 2011 Chambers USA: America's Leading Lawyers for Business. She was also listed in the 2011 Guide to the World's Leading Corporate Governance Lawyers, and was selected as one of America's top 30 pre-eminent corporate governance attorneys in Euromoney's Best of the Best USA 2012. Ms. Goodman was named by BTI Consulting Group to its 2009 BTI Client Service All-Stars list consisting of 176 lawyers across the country selected for delivering "outstanding legal skills enveloped in a rare combination of practical business knowledge, extraordinary attention to client needs and noteworthy responsiveness." She is listed in the 2012 edition of The Best Lawyers in America® in the categories of corporate governance law, corporate compliance law and securities regulation.
Ms. Goodman received her Juris Doctorate degree cum laude from the Boston University Law School and an LL.M. with emphasis in securities law, from the Georgetown University Law Center. She earned a Bachelor of Arts degree in political science from Boston University.
Ms. Goodman is admitted to practice in the District of Columbia and the State of Massachusetts. She is the former Chair of the Committee on Director and Officer Liability of the American Bar Association's Business Law Section, and the former Chair of the Section's Shareholder and Investor Relations Subcommittee of the Corporate Governance Committee. Ms. Goodman is President of the Board of Directors of The Association of SEC Alumni, Inc. She is also a member of the Federal Regulation of the Securities Committee of the Business Law Section and the Securities Law Committee of the Society of Corporate Secretaries and Governance Professionals. In addition, she is a member of the Board of Advisors of the SEC Historical Society. She is editor of A Practical Guide to SEC Proxy and Compensation Rules, published by Wolters Kluwer and co-editor of Corporate Governance: Law and Practice, published by LexisNexis (2004) and is a frequent speaker at continuing legal education programs and other professional events.
Recent Publications
ISS Updates Governance Risk Indicators (GRId) -- Public Companies Have Until February 23rd to Correct Revised GRId Data Before Implementation, Client Alert, Feb 21, 2012
8th Annual Webcast Briefing on Challenges in Compliance and Corporate Governance, Webcast, Jan 10, 2012
Considerations for Public Company Directors in the 2012 Proxy Season, Client Alert, Jan 3, 2012
ISS Issues White Paper on New Approach in Evaluating Pay for Performance Alignment, Client Alert, Dec 27, 2011
ISS Releases Policy Updates for 2012 Proxy Season, Client Alert, Nov 23, 2011
SEC Hosts Roundtable on Conflict Minerals, Client Alert, Oct 20, 2011
SEC Issues Interpretive Guidance on Cybersecurity Disclosures Under U.S. Securities Laws, Client Alert, Oct 17, 2011
Webcast: The Proxy Access Decision: Implications for Dodd-Frank and Other Agencies' Rulemakings, Webcast, Sep 20, 2011
SEC Adopts Final Rules Implementing Whistleblower Provisions of Dodd-Frank Act, Article, Jul 29, 2011
D.C. Circuit Vacates Securities and Exchange Commission's Proxy Access Rule, Client Alert, Jul 22, 2011
Webcast: The New SEC Whistleblower Rules, Webcast, Jun 8, 2011
SEC Adopts Final Rules Implementing Whistleblower Provisions of Dodd-Frank, Client Alert, May 31, 2011
SEC Proposes Rules on Compensation Committee Independence and the Role of Compensation Consultants and Other Advisers, Client Alert, Mar 31, 2011
SEC Targets Directors Who Ignore Red Flags, Client Alert, Mar 14, 2011
Top 11 Legal and Regulatory Tips for Boards of Directors in 2011, Article, Feb 8, 2011
7th Annual Webcast Briefing on Challenges in Compliance and Corporate Governance, Webcast, Jan 25, 2011
SEC Proposes Disclosure Rules for Conflict Minerals, Mine Safety and Payments by Resource Extraction Issuers, Client Alert, Dec 15, 2010
SEC Proposes New Dodd-Frank Whistleblower Rule, Article, Nov 17, 2010
U.S. SEC Proposes and Seeks Comment on New Dodd-Frank Whistleblower Rule, Client Alert, Nov 5, 2010
SEC Proposes Rules for Say-on-Pay and Say-on-Golden-Parachute Votes, Client Alert, Oct 19, 2010
Repeal of Credit Ratings Agency Exemption from Regulation FD, Client Alert, Oct 11, 2010
Proxy Access Litigation and Next Steps, Client Alert, Oct 8, 2010
Executive Compensation, Corporate Governance and Other Securities Disclosure Provisions in the Dodd-Frank U.S. Financial Regulatory Act, Article, Sep 21, 2010
U.S. SEC Adopts Final Rules on Proxy Access, Client Alert, Aug 25, 2010
SEC Chairman Schapiro Announces Process for Commenting in Advance on Dodd-Frank Rulemaking, Client Alert, Jul 28, 2010
Webcast Briefing: Executive Compensation and Corporate Governance Provisions in the Dodd-Frank Bill, Webcast, Jul 26, 2010
U.S. Regulatory Reform Heads to the Implementation Phase, Client Alert, Jul 23, 2010
Securities and Exchange Commission Issues Concept Release Seeking Public Comment on U.S. Proxy System, Client Alert, Jul 22, 2010
Executive Compensation, Corporate Governance and Other Securities Disclosure Provisions in the Dodd-Frank U.S. Financial Regulatory Reform Act, Client Alert, Jul 21, 2010
Restructuring in SEC Division of Corporation Finance, Client Alert, Jul 16, 2010
Executive Compensation and Corporate Governance Provisions in the Dodd-Frank U.S. Financial Regulatory Reform Bill, Client Alert, Jun 30, 2010
Corporate Governance and Executive Compensation Provisions in Senate Financial Regulatory Reform Bill, Client Alert, May 24, 2010
Webcast Briefing: Preparing for Shareholder Activism in the 2010 Proxy Season, Webcast, Feb 10, 2010
SEC Issues Interpretive Guidance on Climate Change Disclosures, Client Alert, Feb 4, 2010
Considerations for Public Company Directors in the 2010 Proxy Season, Client Alert, Feb 1, 2010
6th Annual Webcast Briefing on Challenges in Compliance and Corporate Governance, Webcast, Jan 20, 2010
SEC Re-opens Comment Period for Proxy Access Proposal, Client Alert, Dec 22, 2009
SEC Adopts Final Rules on Enhanced Proxy Statement Disclosures about Risk, Compensation and Other Corporate Governance Matters, Client Alert, Dec 16, 2009
RiskMetrics Group Releases Policy Updates for 2010 Proxy Season, Client Alert, Dec 7, 2009
SEC Approves Amendments to NYSE Corporate Governance Listing Standards, Client Alert, Dec 4, 2009
SEC's Division of Corporation Finance Issues New Shareholder Proposal Guidance, Client Alert, Oct 27, 2009
Considerations for Public Company Directors in the Current Environment, Client Alert, Oct 15, 2009
NYSE Proposes Amendments to Corporate Governance Listing Standards; NASDAQ Solicits Comments on "Comply or Disclose" Approach to Corporate Governance, Client Alert, Sep 10, 2009
The Private Fund Investment Advisers Registration Act of 2009, Client Alert, Jul 16, 2009
SEC Releases Proposed Proxy Access Rules -- Companies Encouraged to Comment, Client Alert, Jul 10, 2009
SEC Proposes Rules on "Say On Pay" for TARP Recipients, Proposes Enhanced Corporate Governance Disclosures and Proxy Solicitation Rule Changes, and Approves Final Rule on Broker Discretionary Voting, Client Alert, Jul 2, 2009
SEC Proposes Proxy Access Rules, Client Alert, May 20, 2009
NYSE Amends Immediate Release Policy on Disclosure of Material Information, Client Alert, May 6, 2009
Recent State and Federal Corporate Governance Developments, Client Alert, Apr 30, 2009
SEC Staff Issues Updated Interpretive Guidance on Rule 10B5-1 Plans, Client Alert, Apr 24, 2009
SEC Publishes for Comment Proposed Amendment to NYSE Rule to Eliminate Broker Discretionary Voting in Uncontested Director Elections, Client Alert, Mar 13, 2009
Proposed Amendments to the Delaware General Corporation Law, Client Alert, Mar 5, 2009
NYSE Proposes to Eliminate Broker Discretionary Voting in Director Elections, Relax the $1 Share Price Requirement and Extend the $15 Million Market Capitalization Requirement, Client Alert, Feb 26, 2009
5th Annual Webcast Briefing on Challenges in Compliance and Corporate Governance, Webcast, Feb 3, 2009
NYSE Temporarily Reduces Market Capitalization Requirement to $15 Million, Client Alert, Jan 23, 2009
RiskMetrics Group ISS Governance Services (ISS) Releases Policy Updates for 2009 Proxy Season and Related Developments, Client Alert, Dec 1, 2008
Division of Corporation Finance Addresses the Shareholder Proposal Process, Client Alert, Nov 10, 2008
Webcast Briefing: Board Leadership for the Company in Crisis, Webcast, Oct 30, 2008
RiskMetrics Group - ISS Governance Services Opens Comment Period for 2009 Proxy Voting Policies, Client Alert, Oct 17, 2008
Webcast Briefing - Deciphering the Financial Rescue Bill and Related Government Actions, Webcast, Oct 3, 2008
Climate Change Disclosures in SEC Filings "Heat Up", Client Alert, Sep 22, 2008
Recent Developments Regarding Director Independence, Client Alert, Sep 2, 2008
SEC Issues Guidance on Use of Company Websites to Disseminate Information to Investors, Client Alert, Jul 31, 2008
"Clawbacks" of Executive Compensation, Client Alert, Jul 9, 2008
SEC Issues Release Proposing Adoption of New Interactive Data Format ("XBRL") for Financial Reporting, Client Alert, Jun 6, 2008
Recent Developments Highlight the Need to Review Advance Notice Bylaws, Client Alert, May 27, 2008
Director Compensation in Turbulent Times, Client Alert, May 1, 2008
4th Annual Webcast Briefing on Challenges in Compliance and Corporate Governance, Webcast, Jan 17, 2008
RiskMetrics Group, ISS Governance Services (ISS) Releases Policy Updates for 2008 Proxy Season and Related Developments, Client Alert, Nov 29, 2007
SEC Adopts Final Rules on Proxy Access and Electronic Shareholder Forums, Client Alert, Nov 28, 2007
SEC Proposes Shareholder Access Alternatives, Approves AS-5 and Adopts Definition of Significant Deficiency; PCAOB Proposes Amendments to Auditor Independence Rules, Client Alert, Jul 25, 2007
SEC Staff Releases Additional Guidance Regarding Proxy Statement Disclosures, Client Alert, Mar 15, 2007
Webcast Briefing - Challenges in Compliance and Corporate Governance, Webcast, Jan 10, 2007
Policies and Procedures for Approving Related Party Transactions, Client Alert, Dec 12, 2006
Gibson Dunn Client American Red Cross Transforms Governance Structure, Article, Nov 2, 2006
An Overview of and Practical Guidance on the SEC's New Rules Amending Executive Compensation, Related Party, Governance and Form 8-K Disclosure Requirements, Client Alert, Sep 1, 2006
SEC Adopts Amendments to Executive Compensation and Related-Party Disclosure Rules, Client Alert, Jul 26, 2006
Gibson Dunn Partners Participate in Panel on Executive Compensation, Corporate Penalties and Internal Investigations, Article, Apr 25, 2006
SEC Proposes Amendments to Executive Compensation, Related Party and Independence Rules, Client Alert, Jan 17, 2006
NYSE Proposes Amendments to its Corporate Governance Listing Standards, Client Alert, Dec 1, 2005
SEC Proposes Amendments to the Proxy Rules Regarding Internet Availability of Proxy Materials, Client Alert, Nov 29, 2005
SEC Revises Filing Deadlines for Periodic Reports and Defers Compliance Date for Internal Control Requirements for Certain Filers, Client Alert, Sep 22, 2005
U.S. District Court Dismisses SEC's Regulation FD Suit Against Siebel Systems, Client Alert, Sep 2, 2005
Delaware Chancery Court Issues Disney Decision, Client Alert, Aug 11, 2005
Audit Committees - 10 Key Issues To Consider Now, Client Alert, Aug 9, 2005
The Director Settlements at Enron and Worldcom; Lessons for Directors, Client Alert, Jan 18, 2005
US Supreme Court Considers Petition for Writ of Certiorari Challenging Safe Harbor Decision under the PSLRA, Client Alert, Jan 10, 2005
Indemnification and Insurance for Directors and Officers of Public Companies: What Directors and Officers Need to Know in the Post-Sarbanes-Oxley World, Article, Oct 22, 2003
The Sarbanes- Oxley Act of 2002: Impact on and Considerations for Financial Institutions, Article, Oct 22, 2003
The Gramm-Leach-Bliley Act, Financial Services Modernization, Working Summary No. 4, Article, Dec 15, 1999