Elizabeth W. Powers

Partner

Elizabeth Powers is a member of Dewey & LeBoeuf's corporate department, practicing in the corporate finance and corporate governance areas. She is a member of the firm's Executive Committee.

Ms. Powers represents issuers and underwriters in securities transactions, including public offerings and private placements of common stock, preferred stock (including trust preferred, auction and other variable rate stocks) and debt securities, as well as tax-exempt bond offerings, leveraged leases and nuclear fuel leases. She has worked on corporate reorganizations, including migration of state of incorporation and formation of holding companies.

Ms. Powers advises clients on the preparation of reports under the Securities Exchange Act of 1934, proxy statements, including matters relating to shareholder proposals, and Section 16. She works with companies, boards of directors and board committees on the requirements of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Act and related SEC and New York Stock Exchange rules and regulations and has drafted corporate governance guidelines, committee charters and ethics policies, as well as charter and bylaw amendments and indemnification agreements. She also works extensively in the executive compensation area.

Selected Activities

  • Member, Dewey & LeBoeuf LLP Executive Committee
  • Member, Dewey & LeBoeuf LLP Corporate Department Policy Committee
  • Chair, Dewey & LeBoeuf LLP Women's Initiatives Committee
  • Member, Dewey & LeBoeuf LLP Diversity Executive Council
  • Member, Society of Corporate Secretaries & Governance Professionals
  • Member, American Bar Association, Sections on Business Law; Public Utility, Communications and Transportation; and Labor and Employment
  • Member, Tri-State Diversity Council Board of Directors
  • Member, Ashley Hall School Board of Trustees

Publications

  • Contributing author, The American Gas Association FERC Manual (2010 and 2011)
  • "FASB Begins Redeliberations on Disclosure of Certain Loss Contingencies Project," INSIGHTS, November 2009 (with K. Oliver Rust)

Ms. Powers has authored or co-authored numerous Dewey & LeBoeuf client alerts relating to SEC regulation and corporate governance. Recent alerts include:
 

  • "NYSE Broker Discretionary Voting Modified," January 30, 2012
  • "SEC Adopts New Criteria to Replace Credit Ratings in Securities Act of 1933 Forms and Rules," July 27, 2011
  • "Proxy Access Rule Vacated by U.S. Court of Appeals for the D.C. Circuit," July 25, 2011
  • "SEC Proposes Say-on-Pay Rules," November 5, 2010
  • "SEC Adopts Proxy Access Rules," August 27, 2010
  • "SEC Issues 'Proxy Plumbing' Concept Release to Seek Comment on the U.S. Proxy Voting System," July 27, 2010
  • "Dodd-Frank Act: Executive Compensation and Corporate Governance Provisions," July 19, 2010
  • "SEC Offers Guidance on Climate Change-Related Disclosure," February 8, 2010
  • "SEC Adopts New Compensation and Corporate Governance Disclosure Requirements," December 21, 2009
  • "House of Representatives Passes Corporate and Financial Institution Compensation Fairness Act of 2009," August 3, 2009
  • "Treasury Department Delivers The Investor Protection Act of 2009 to Congress," July 28, 2009
  • "SEC Proposes New Compensation and Corporate Governance Disclosure Requirements and Revisions to Proxy Solicitation Rules," July 20, 2009
  • "Securities and Exchange Commission Proposes Additional Proxy Statement Disclosure; Eliminates Broker Discretionary Voting for Directors," July 2, 2009
  • "SEC Proposes Rules Facilitating Shareholder Director Nominations," June 23, 2009
  • "The Shareholder Bill of Rights Act of 2009," June 17, 2009
  • "Treasury Secretary Geithner and SEC Chairman Schapiro Issue Statements on Executive Compensation," June 11, 2009
  • "FASB Holds Roundtable Discussion on Disclosure of Certain Loss Contingencies," March 13, 2009

For a full listing of Ms. Powers' client alerts, please click here.

Speeches

  • "Disclosure Oligations in Connection with FERC Investigations" - American Gas Association FERC Manual Users Forum, March 31, 2010
  • Tri-State National Diversity Council Women in Leadership Symposium, March 11, 2010
  • "Measuring Materiality in a World of Million Dollar a Day Penalties - Disclosure Duties to Shareholders in Connection with Non-Public Investigations" - Beyond the Basics - Advanced Energy Enforcement and Compliance Issues Seminar, June 2008
  • "The SEC's Executive Compensation Disclosure Rules" - Multiple Client Conferences
  • "Section 16 of the Securities Exchange Act of 1934" - Multiple Client Conferences
  • "Equity-Based Compensation and the Securities Acts" - Western Pension and Benefits Conference
  • "Proxy Solicitation" - Client Conference
  • "Recent SEC-Related Developments and Current Issues in Corporate Governance" - Client Conference

Awards and Recognition

  • National Diversity Council – Leadership & Excellence Award - 2011
  • Tri-State National Diversity Council - Most Powerful & Influential Women - 2010 and 2011
  • Crandall Close Bowles Award for Professional Achievement in the Law - 2009
  • Profiles in Diversity Journal - Women Worth Watching - 2009
  • Who's Who in America
  • Who's Who in American Law
  • Who's Who of American Women
  • YWCA - NYC Academy of Women Leaders - 2008

Education

  • University of South Carolina School of Law, 1978, J.D.
    Executive Editor, Law Review
  • Mount Holyoke College, A.B., History

Bar Admissions

  • New York
  • South Carolina