Elizabeth W. Powers
Partner
Duane Morris LLP
1540 Broadway
New York, NY 10036-4086
USA
Phone: +1 212 692 1011
Fax: +1 212 537 0558
Email: EWPowers@duanemorris.com

Elizabeth W. Powers is a member of the corporate department, where she concentrates on corporate finance, compliance and reporting and corporate governance. Her traditional focus has been on companies in regulated industries, including insurance and energy. Ms. Powers represents issuers in securities transactions, including public offerings and private placements of equity and debt securities, Rule 144A transactions, shelf registration statements and takedowns, medium-term note programs and equity dribble-out programs. She advises clients on issuer stock repurchase programs, Rule 10b5-1(c) plans, Section 16 and Rule 144 and has worked on corporate reorganizations, including migration of the state of incorporation and formation of holding companies.

Ms. Powers assists companies with Securities Exchange Act of 1934 periodic and current reports, providing guidance on triggering events for Current Reports on Form 8-K, as well as with the preparation of proxy statements, including matters relating to shareholder proposals, CD&A, say-on-pay and additional soliciting materials. She advises 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, including director independence analysis, corporate governance guidelines, committee charters, codes of conduct and policies relating to Reg. FD, related person transactions, insider trading and clawbacks. She has prepared amendments to corporate charters, such as declassification of the board of directors and elimination of super-majority voting, as well as to bylaws, including advance notice, proxy access, majority voting and indemnification. She also works on executive compensation matters, advising on shareholder approval requirements, SEC registration and disclosure.

Ms. Powers is a graduate of the University of South Carolina School of Law, where she was Executive Editor of the Law Review, and a graduate of Mount Holyoke College.

Areas of Practice

• Corporate Law
• Securities Law
• Corporate Governance
• Executive Compensation

Representative Matters

• Represented a NYSE-listed company in at-the-market offerings for an aggregate of 5,500,000 shares of common stock.
• Represented a NYSE-listed company in the underwritten public offering of 4,025,000 shares of common stock, including an over-allotment option.
• Represented a selling shareholder in a secondary public offering of common stock.
• Represented an electric utility in multiple shelf-registered offerings of first mortgage bonds, secured medium-term notes, aggregating $1.8 billion.
• Represented a public utility in the private placements of first mortgage bonds, aggregating $75 million.
• Represented a company in a Rule 144A offering of $100 million floating rate notes.
• Represented a holding company subsidiary in multiple registered offerings of debentures.
• Represented a public utility in a fixed spread tender offer for a series of its first mortgage bonds.
• Represented a holding company in the sale of two subsidiaries.
• Represented a number of companies in the issuance and sale of preferred stock, including perpetual preferred, sinking fund preferred and flexible auction preferred, in registered offerings and through private placement.
• Represented electric utilities in connection with pollution control bond transactions, including refundings and termination of financial guaranty insurance.
• Represented an electric utility with respect to its nuclear fuel leases.
• Advised two public utilities on the formation of a holding company.
• Represented a holding company in a registered exchange offer for common stock of a subsidiary.
• Advised a number of companies on dividend reinvestment and open investor plans.

Professional Activities

• Society of Corporate Secretaries & Governance Professionals
• American Bar Association
  - Business Law Section
  - Section of Public Utility, Communications and Transportation Law
  - Section of Labor and Employment Law

Admissions

• New York
• South Carolina

Education

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

Experience

• Duane Morris LLP
  - Partner, 2012-present
• Dewey & LeBoeuf LLP and LeBoeuf, Lamb, Greene & MacRae LLP, New York
  - 1997-2012
  - Executive Committee: 2007-2012
  - Women's Initiatives Committee, Chair: 2007-2012
• Reid & Priest, New York
  - Partner: 1986-1997
  - Associate: 1978-1986

Board Memberships

• Tri-State Diversity Council Board of Directors, Vice Chair
• Ashley Hall School Board of Trustees

Honors and Awards

• Tri-State Diversity Council, Woman of the Year, 2012
• National Diversity Council Leadership & Excellence Award, 2011
• Tri-State 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

Selected Publications

• "Elizabeth W. Powers: Tri-State Diversity Council Vice Chair of the Board," Tri-State Diversity Council Newsletter, 2nd Quarter 2013
• Contributing author, The American Gas Association FERC Manual, 2010, 2011, 2012 and 2013
• Co-author, "NASDAQ Proposes Listing Rules Relating to Compensation Committees," Duane Morris Alert, October 12, 2012
• Co-author, "NYSE Proposes Listing Standards Relating to Compensation Committee Member Independence and Compensation Committee Advisers," Duane Morris Alert, October 2, 2012
• Co-author, "SEC Adopts Final Rule on Disclosure of Payments by Resource Extraction Issuers," Duane Morris Alert, August 30, 2012
• Co-author, "SEC Adopts Final Rule on Disclosure of Use of Conflict Minerals," Duane Morris Alert, August 29, 2012
• Co-author, "U.S. Supreme Court Decision on Patient Protection and Affordable Care Act: Implications for Health Insurance Issuers," Duane Morris Alert, June 29, 2012
• Co-author, "SEC Adopts Rules on Independence of Compensation Committees and Compensation Advisers; New Listing Standards to Be Proposed by September 25, 2012," Duane Morris Alert, June 27, 2012
• Co-author, "FASB Begins Redeliberations on Disclosure of Certain Loss Contingencies Project," INSIGHTS, November 2009
• "NYSE Broker Discretionary Voting Modified," Dewey & LeBoeuf Client Alert, January 30, 2012
• "SEC Adopts New Criteria to Replace Credit Ratings in Securities Act of 1933 Forms and Rules," Dewey & LeBoeuf Client Alert, July 27, 2011
• "Proxy Access Rule Vacated by U.S. Court of Appeals for the D.C. Circuit," Dewey & LeBoeuf Client Alert, July 25, 2011
• "SEC Proposes Say-on-Pay Rules," Dewey & LeBoeuf Client Alert, November 5, 2010
• "SEC Adopts Proxy Access Rules," Dewey & LeBoeuf Client Alert, August 27, 2010
• "SEC Issues 'Proxy Plumbing' Concept Release to Seek Comment on the U.S. Proxy Voting System," Dewey & LeBoeuf Client Alert, July 27, 2010
• "Dodd-Frank Act: Executive Compensation and Corporate Governance Provisions," Dewey & LeBoeuf Client Alert, July 19, 2010
• "SEC Offers Guidance on Climate Change-Related Disclosure," Dewey & LeBoeuf Client Alert, February 8, 2010
• "SEC Adopts New Compensation and Corporate Governance Disclosure Requirements," Dewey & LeBoeuf Client Alert, December 21, 2009
• "House of Representatives Passes Corporate and Financial Institution Compensation Fairness Act of 2009," Dewey & LeBoeuf Client Alert, August 3, 2009
• "Treasury Department Delivers the Investor Protection Act of 2009 to Congress," Dewey & LeBoeuf Client Alert, July 28, 2009
• "SEC Proposes New Compensation and Corporate Governance Disclosure Requirements and Revisions to Proxy Solicitation Rules," Dewey & LeBoeuf Client Alert, July 20, 2009
• "Securities and Exchange Commission Proposes Additional Proxy Statement Disclosure; Eliminates Broker Discretionary Voting for Directors," Dewey & LeBoeuf Client Alert, July 2, 2009
• "SEC Proposes Rules Facilitating Shareholder Director Nominations," Dewey & LeBoeuf Client Alert, June 23, 2009
• "The Shareholder Bill of Rights Act of 2009," Dewey & LeBoeuf Client Alert, June 17, 2009
• "Treasury Secretary Geithner and SEC Chairman Schapiro Issue Statements on Executive Compensation," Dewey & LeBoeuf Client Alert, June 11, 2009
• "FASB Holds Roundtable Discussion on Disclosure of Certain Loss Contingencies," Dewey & LeBoeuf Client Alert, March 13, 2009

Selected Speaking Engagements

• Host, "Women in Professional Services—Surviving and Thriving in Shark-Infested Waters," New York City, October 4, 2012
• "Disclosure Obligations in Connection with FERC Investigations," American Gas Association FERC Manual Users Forum, March 31, 2010
• Tri-State 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