Sard Verbinnen & Co. To Launch Strategic Governance Advisors

Founding Partners Are Chris Cernich, Amy Bilbija, Mark Harnett and SVC

NEW YORK--()--Sard Verbinnen & Co. (“SVC”), a leading strategic, financial, and crisis communications consultancy, today announced that it will launch Strategic Governance Advisors (“SGA”) in January 2017. SGA will be a new independent group dedicated to advising Boards of Directors and corporate leaders on a range of governance issues important to institutional investors.

Along with SVC, SGA’s founding partners are: Chris Cernich, formerly Managing Director for M&A and Contested Situations at ISS, the world’s largest proxy advisor to shareholders; Mark Harnett, a co-founder of MacKenzie Partners, a leading proxy solicitation firm; and Amy Bilbija, formerly a Managing Director in Evercore’s corporate advisory business. The new group will have offices initially in New York and San Francisco.

George Sard, Chairman and CEO of SVC, and Paul Verbinnen, President, said, “As part of our overall offering, SVC has been a leader in assisting companies in managing proxy contests and various complex shareholder issues for nearly 25 years. As that practice has evolved and become more specialized – particularly around ‘Say on Pay,’ proxy access and other governance matters – we believe that Boards and C-suite executives will benefit from a dedicated capability focused on helping them manage issues that are increasingly important to their investors. We could not be more pleased that Chris, Amy and Mark, who collectively have more than 60 years in the shareholder and governance field, will be our first partners in this new advisory group.”

Said Chris Cernich, “The most powerful transformation in corporate governance over the last decade is the collective renegotiation between investors, Boards and C-suite executives over the role of shareholders in the governance process. While activists make the headlines, the fact is that all investors are becoming more active owners and engaging on a broad range of issues including, ‘Say on Pay,’ Proxy Access, balance sheet integrity and capital plans, total shareholder return, CSR expectations, board composition, and other matters. Strategic Governance Advisors will comprise some of the industry’s most experienced practitioners who can deliver thoughtful, actionable counsel on these critical issues to Boards, Corporate Secretaries and C-suite executives. I am delighted to be joining forces with SVC, Amy, and Mark to launch this new venture.”

Amy Bilbija added, “Heightened collaboration between Boards, corporate leaders and shareholders of all types – and expectations that this trend will continue -- have changed the way all stakeholders think about corporate governance. No longer just a compliance exercise, governance is influencing corporate and investor decision-making in varied and substantive ways. I look forward to collaborating with Chris, Mark, and the SVC team to provide a specialized focus on helping clients manage these changing dynamics.”

Said Mark Harnett, “SGA will allow companies to access the unique perspectives of a team of professionals with decades of experience advising Boards and senior executives on governance matters and in creating and executing winning voting strategies. We are excited to be partnering with SVC’s talented advisors to make this new capability available to Board and C-suite clients.”

Chris Cernich

As Managing Director at Institutional Shareholder Services (ISS), the world’s largest proxy advisor, Chris Cernich led an international team providing analysis of and voting recommendations on mergers & acquisitions, economic proposals, and fights for corporate control, for 1,400 institutional shareholder clients representing more than $20 trillion in AUM. During his tenure he covered more than 250 proxy contests for board seats, as well as numerous hostile takeover attempts and contested or contentious mergers. Mr. Cernich has been a featured speaker or panelist at conferences sponsored by the US Securities and Exchange Commission, Harvard’s Program on Corporate Governance, Penn’s Institute for Law and Economics, Berkeley’s Center for Law, Business and the Economy, the Milken Institute’s Global Conference, the Practicing Law Institute, and various law firms and investment banks. He has been interviewed extensively on aspects of corporate governance, shareholder activism, and M&A in many leading financial publications.

Amy Bilbija

As a Managing Director at Evercore, a premier independent investment banking advisory firm, Amy Bilbija advised clients on activism preparedness and defense, shareholder engagement and communication, and governance matters. Over the course of her career, Ms. Bilbija has amassed extensive experience advising Board of Directors, Compensation and Nominating/Governance Committees, and Senior Management in areas of shareholder engagement and communication, effective messaging, investor policies, compensation best practices, governance, regulatory and policy matters, and proxy contest tactics and strategy. Before joining Evercore, Ms. Bilbija was Executive Vice President of MacKenzie Partners for West Coast operations providing advice in these same areas, as well as spearheading proxy solicitation campaigns for difficult proposals and contested situations. Prior to that, Amy was Senior Counsel at the New York Stock Exchange where she provided counsel to the domestic and international listings departments on legal, compliance and corporate governance matters, and was an attorney at the U.S. Securities and Exchange Commission. She is also a frequent speaker at national conferences, addressing various areas of her practice.

Mark Harnett

Before joining SVC in 2015, Mark was co-founder and President of leading proxy solicitor MacKenzie Partners, where he amassed over 25 years of experience providing counsel on hundreds of proxy contests, tender offers and mergers. He has deep expertise as the lead strategist on the timing and content of proxy campaigns; consulting and briefing corporate boards and CEOs; creating messaging for proxy campaigns; advising clients on the influence of ISS and Glass Lewis and forecasting vote outcomes; scheduling and accompanying clients on road shows to ISS and to all leading institutional, index and arbitrageur shareholders; and counseling company executives, boards and their attorneys on annual and special meeting scenarios.

About SVC

SVC is a leading international strategic communications consultancy known for its successful work on many of the highest profile and most challenging communications engagements across all industries. For nearly 25 years, SVC has consistently ranked among the top M&A communications advisory firms. SVC was named “PR firm of the Year” in 2014 and 2015 by M&A Advisor and, for the 1st half of 2016, the firm was named the #1 M&A advisory firm by volume (Mergermarket) and #1 for private equity transactions (The Deal). The firm is advising on numerous pending transactions, including Samsung’s acquisition of Harman, Bayer's acquisition of Monsanto, British American Tobacco's acquisition of Reynolds American, and Qualcomm's acquisition of NXP Semiconductors. SVC also advised Alibaba on the biggest IPO in history, and LINE's IPO, one of the largest of 2016. The firm has helped to manage hundreds of activist defense assignments including United Airlines against a threatened proxy contest and Herbalife in its defense against a short-selling campaign. Recognized by Bloomberg BusinessWeek as “Wall Street’s go to crisis firm,” SVC's crisis practice also spans major global product recalls, including Takata's air bag recall, the largest product recall in history, cyber breaches, environmental and regulatory challenges, litigation support and more. The firm has full-service offices in New York, Chicago, San Francisco, Los Angeles and London. For more information, visit www.sardverb.com.

Contacts

Sard Verbinnen & Co.
Anna Cordasco, 212-687-8080

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