Partner, McGuireWoods LLP
George Terwilliger is co-head of the firm's white collar practice and leads the firm's Strategic Response and Crisis Management practice group. Following his fifteen years of public service in the US Department of Justice, where he began as a law clerk and concluded as Acting Attorney General, George has provided counsel in government and internal investigations, agency enforcement proceedings and in civil and criminal litigation. He has represented many of the nation's and the world's largest corporations, including major financial institutions, energy companies, public institutions as well as leading business and government officials, including members of the US Senate and House as well as cabinet officials. He has also represented lawyers and corporate legal departments in investigations. As a result of both his private sector work and government positions, George is called upon to provide counsel as well as commentary to government officials, Congress and private organizations on national security, homeland defense, terrorism, and other public policy and legal issues. George's work regularly involves providing counsel in the executive suites and boardrooms of major corporations.
In private practice for international law firms, George has represented national and international financial, energy, telecommunications, industrial and healthcare companies. He is a recognized expert in leading credible corporate internal investigations and his experience designing and executing both targeted and global legal compliance reviews has involved work in more than 60 countries around the globe. George is an expert on the Foreign Corrupt Practices Act and regularly provides counsel to companies addressing FCPA issues. No stranger to high stakes litigation and crisis events, George helped lead the Bush-Cheney legal team in the 2000 Florida vote recount, served as special outside counsel to a Senate committee investigating vote fraud allegations, served as counsel to an executive commission on gambling, and has represented many clients in politically charged election law and similar cases. He has guided corporations and individual through high stakes matters of intense public interest. He represented an incumbent president in First Amendment litigation concerning the right to have an inaugural prayer said in a public ceremony.
At the Department of Justice, George served for 10 years as a frontline federal prosecutor, handling hundreds of investigations, trials and appeals, including in white collar and national security cases. President Ronald Reagan appointed him as a U.S. attorney, and he next served as the deputy attorney general and as acting attorney general during the George H.W. Bush administration. As Deputy Attorney General, George ran the Justice Department's operations, overseeing all the nation's federal prosecutors, as well as the FBI and other law enforcement agencies. He also had leadership responsibility in several national and international crises, including a hostage-taking in a federal prison and the federal law enforcement response to domestic unrest in Los Angeles. In several instances, he personally handled negotiations of high-profile criminal and civil matters in the United States and abroad.
William D. Warren Professor of Law, UCLA School of Law
Stephen Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA School of Law, where he currently teaches Business Associations, Advanced Corporation Law, and Mergers and Acquisitions. In past years, he has also taught Corporate Finance, Securities Regulation, Unincorporated Business Associations and Catholic Social Thought and the Law. Professor Bainbridge previously taught at the University of Illinois Law School (1988-1996). He has also taught at Harvard Law School as the Joseph Flom Visiting Professor of Law and Business (2000-2001), and as a visiting professor at La Trobe University in Melbourne (2005 and 2007) and at Aoyama Gakuin University in Tokyo (1999).
In 2008, Bainbridge received the UCLA School of Law's Rutter Award for Excellence in Teaching. In 1990, the graduating class of the University of Illinois College of Law voted him "Professor of the Year."
Professor Bainbridge is a prolific scholar, whose work covers a variety of subjects, but with a strong emphasis on the law and economics of public corporations. He has written over 100 law review articles which have appeared in such leading journals as the Harvard Law Review, Virginia Law Review, Northwestern University Law Review, Cornell Law Review, Stanford Law Review, and Vanderbilt Law Review. Bainbridge has also written 19 books, including seven in multiple editions. His most recent books include: Outsourcing the Board: How Board Service Providers Can Improve Corporate Governance (Cambridge University Press, 2018) (with M. Todd Henderson); Business Associations: Cases and Materials on Agency, Partnerships, and Corporations (Foundation Press, 10th ed., 2018) (with Klein and Ramseyer); Mergers and Acquisitions: A Transactional Perspective (Foundation Press, 2017) (with Iman Anabtawi).
According to Gregory Sisk and Brian Leiter’s rankings of law professors by scholarly impact, Professor Bainbridge was the third most-frequently cited scholar in corporate and securities law for the period 2013-2017. According to Hein Online, Bainbridge is the 29th most frequently cited scholar in their database of legal publications over the last 10 years and the 23rd most cited for the period January 2018 through August 2019. In SSRN.com’s ranking of the top 3000 legal authors by all-time downloads, Bainbridge is ranked 10th. By that metric, he is the highest ranked member of the UCLA law school faculty. In SSRN.com’s ranking of the top 3000 legal authors by all-time citations to their work, Bainbridge is ranked 55th. By that metric, he is the second highest ranked member of the UCLA law school faculty.
Professor Bainbridge has been a Salvatori Fellow with the Heritage Foundation, a member of the American Bar Association’s Committee on Corporate Laws, a member of the Editorial Advisory Board of the Journal of Markets and Morality, and Chair of the Executive Committee of the Federalist Society’s Corporations, Securities & Antitrust Practice Group.
In May 2014, Professor Bainbridge was the Cameron Fellow at the University of Auckland Faculty of Law. He was the Francis G. Pileggi Distinguished Lecturer in Law at Widener University School of Law in September 2005, and a Distinguished Visiting Scholar at the University of Maryland School of Law in November 2005.
In 2008, 2011, and 2012, Professor Bainbridge was named by the National Association of Corporate Directors' Directorship magazine to its list of the 100 most influential people in the field of corporate governance.
His blog, ProfessorBainbridge.com, was named by the ABA Journal as one of the Top 100 Law Blogs of 2007, 2008, 2010, 2011, and 2012.
Member, Cole, Mink, & Fransella PLLC
Associate, Ropes & Gray
Peter has significant experience in representing mutual funds, private equity funds, hedge funds, corporations and individuals in complex securities and corporate litigation matters, including the representation of the directors and officers of several public companies in securities class actions and breach of fiduciary duty actions. Peter also is experienced in litigating contested merger transactions, including strategic, financial and going private transactions. Peter has been involved in advising committees of directors at several large corporations concerning corporate governance and related issues in the context of mergers and acquisitions and other strategic alternatives, as well as related-party transactions, internal investigations and litigation. Peter currently serves as the Chairman of the Directors and Officers Liability Litigation Committee of the American Bar Association and is a member of the ABA Business Law Section's Task Force on Director and Officer Liability.
Peter also has significant experience, as both a litigator and adviser, in representing directors and officers of public and private corporations, as well as principals of private equity and hedge funds, in connection with their indemnification and director and officer insurance programs. Peter was involved in the successful representation of the outside directors of the Enron Corporation in litigation involving Enron's $450 million director and officer insurance program.
Peter has represented several public companies and investment advisers in connection with investigations conducted by the Securities and Exchange Commission and has also represented public companies and an investment advisor in connection with criminal investigations conducted by the Department of Justice.
Peter also represents clients in the health care industry in enforcement and litigation matters. Peter has helped to represent a large health care company in investigations conducted by the federal government, including by the Department of Justice, and by state enforcement authorities.
In 2004, Peter served as a Special Assistant District Attorney in Middlesex County. Peter prosecuted some fifteen jury and bench trials and argued legal and evidentiary motions on a daily basis.
Associate, Ropes & Gray
Peter has significant experience in representing mutual funds, private equity funds, hedge funds, corporations and individuals in complex securities and corporate litigation matters, including the representation of the directors and officers of several public companies in securities class actions and breach of fiduciary duty actions. Peter also is experienced in litigating contested merger transactions, including strategic, financial and going private transactions. Peter has been involved in advising committees of directors at several large corporations concerning corporate governance and related issues in the context of mergers and acquisitions and other strategic alternatives, as well as related-party transactions, internal investigations and litigation. Peter currently serves as the Chairman of the Directors and Officers Liability Litigation Committee of the American Bar Association and is a member of the ABA Business Law Section's Task Force on Director and Officer Liability.
Peter also has significant experience, as both a litigator and adviser, in representing directors and officers of public and private corporations, as well as principals of private equity and hedge funds, in connection with their indemnification and director and officer insurance programs. Peter was involved in the successful representation of the outside directors of the Enron Corporation in litigation involving Enron's $450 million director and officer insurance program.
Peter has represented several public companies and investment advisers in connection with investigations conducted by the Securities and Exchange Commission and has also represented public companies and an investment advisor in connection with criminal investigations conducted by the Department of Justice.
Peter also represents clients in the health care industry in enforcement and litigation matters. Peter has helped to represent a large health care company in investigations conducted by the federal government, including by the Department of Justice, and by state enforcement authorities.
In 2004, Peter served as a Special Assistant District Attorney in Middlesex County. Peter prosecuted some fifteen jury and bench trials and argued legal and evidentiary motions on a daily basis.
Privilege in Peril: Corporate Cooperation in the New Era of Government Investigations
Darryl S. Lew, George J. Terwilliger
The protection against disclosure afforded attorney-client communications and attorney work product, a pillar of the...
Securities Act Reforms Take Flight
Daniel Fisher
On November 3, 2004, the Securities and Exchange Commission issued proposed rule release number 33-8501,...
A Comment on the SEC’s Shareholder Access Proposal
Stephen Bainbridge
The Securities and Exchange Commission (SEC, or the “Commission”) recently proposed a dramatic shakeup in...
Engage Volume 5, Issue 1, April 2004
Administrative Law & Regulation Independent Peer Review: The Sine Qua Non of Information Quality by...
The SEC's Proposed Shareholder Nomination Rules: A Dialogue
Joseph McLaughlin
Americans are traditionally wary of large aggregations of economic power. The antitrust laws are one...
Harmonization, Preemption, or Federalism?
Michael Fransella
Blue Sky laws aren’t much fun for a securities lawyer. Often an afterthought, and nearly...
Recent Rulemaking Activity by the Securities and Exchange Commission Under the Sarbanes-Oxley Act of 2002
Peter L. Welsh
The SEC has been extremely active lately on the rulemaking front, particularly with regard to...
Engage Volume 4, Issue 1, May 2003
ADMINISTRATIVE LAW & REGULATION The Presidential Appointment Process at the Beginning of the 21st Century...
Recent Rulemaking Activity by the Securities and Exchange Commission Under the Sarbanes-Oxley Act of 2002
Peter L. Welsh
The SEC has been extremely active lately on the rulemaking front, particularly with regard to...
2002 National Lawyers Convention
The Constitution, National Security, and Foreign Affairs
Washington, DC