Amgen Inc.’s Acquisition of Horizon Therapeutics plc

Eric L. Talley

Isidor and Seville Sulzbacher Professor of Law,
Columbia Law School,
Columbia University

Lynnette Kelly

Former President and CEO,
Municipal Securities Rulemaking Board (MSRB)

A recognized expert on municipal finance and governance, Lynnette Kelly has more than thirty years of legal, regulatory, governance, and technology experience in the fixed income markets.

Ms. Kelly’s expertise covers a range of municipal finance topics, including infrastructure finance, broker-dealer regulation, disclosures and investor protections, pricing and issuance of municipal debt, market practices, and FinTech. She has testified before Congress about market regulation and policies, and submitted written testimony to congressional committees.

Ms. Kelly has served on multiple boards of directors. In these roles, she has developed substantial expertise with ESG issues, FinTech, and regulatory and external audits and investigations. She holds Directorship Certification from the National Association of Corporate Directors (NACD) and is an NACD Governance Fellow.

Ms. Kelly served as president and CEO of the Municipal Securities Rulemaking Board (MSRB) for over a decade. In that role, she developed strategic initiatives to respond to Dodd-Frank financial reform legislation, and to advance the MSRB’s mission as the principal regulator of the municipal securities market. In particular, Ms. Kelly launched the Electronic Municipal Market Access (EMMA) website, the official source of trade data and disclosure documents for the municipal securities market.

Prior to her tenure at the MSRB, Ms. Kelly served as senior vice president and associate general counsel at the Securities Industry and Financial Markets Association (SIFMA). At both the MSRB and SIFMA, she worked on issues involving banks, broker-dealers, investment advisors, and other participants in the municipal market. Earlier in her career, Ms. Kelly served as general counsel of the Municipal Assistance Corporation for the City of New York.

Ms. Kelly has written articles for business and academic publications, and also serves as contributing editor to the Municipal Finance Journal. She speaks frequently at industry, business, and academic conferences and has been a guest lecturer at Georgetown University and the University of Chicago. A variety of mainstream media outlets have cited her as an expert. Ms. Kelly has received several honors for her industry contributions, including the Municipal Forum of New York’s Public Service Award for leadership in the municipal market.

Ms. Kelly serves on the board of trustees of the Financial Accounting Foundation, which oversees the Financial Accounting Standards Board (FASB) and the Governmental Accounting Standards Board (GASB). She was also a member of the audit committee of Common Securitization Solutions, a FinTech joint venture of Fannie Mae and Freddie Mac. Ms. Kelly’s other board experience includes the Milken Institute Center for Financial Markets Excellence and Equity in Public Finance Advisory Council, and the University of Chicago Center for Municipal Finance.

She has completed executive education programs at Harvard Business School; The Wharton School, University of Pennsylvania; and the Kennedy School of Government, Harvard University.

Paul Zurek

Vice President,
Cornerstone Research;
Lecturer in Law,
Stanford Law School

Paul Zurek is a financial economist specializing in securities, valuation, financial markets, risk management, and statistical analysis. Dr. Zurek consults to clients at all stages of litigation across a range of industries. He is also an experienced expert witness and provides expert testimony in large, complex matters.

As a consultant, Dr. Zurek leads teams and supports clients and experts in civil litigation, government and regulatory investigations, and international arbitration. He has significant trial experience, in the U.S. (including in state and federal courts and the Delaware Court of Chancery) and internationally (including the Grand Court of the Cayman Islands and the U.K. High Court of Justice). Dr. Zurek also has substantial expertise with shareholder litigation matters involving billions of dollars of claimed damages, including in shareholder matters outside the U.S.

As an expert witness, Dr. Zurek provides testimony on Rule 10b-5, Section 11/12, and Section 14 claims at the class certification and merits stages. He has also opined on security and business valuation. Dr. Zurek has submitted expert reports and declarations that address trading and trade execution, market efficiency, price impact, loss causation, valuation, and damages. He has testified in numerous depositions and arbitrations and presented in mediations and regulatory proceedings.

Dr. Zurek teaches corporate finance and valuation courses at Stanford Law School, and previously taught finance and economics to undergraduates, M.B.A. students, and executives at The Wharton School. He researches, publishes, and presents on securities, investments, and valuation topics. Dr. Zurek coauthored “Market Approach or Comparables”, which appears in multiple editions of the Guide to Damages in International Arbitration, published by the Global Arbitration Review. He contributed a chapter on mutual fund returns and strategies to Commodities: Markets, Performance, and Strategies (Oxford University Press).

Dr. Zurek’s representative experience includes:

Securities

• Addressing issues involving both S. and international securities, including control person and insider trading (Section 20A) claims, and federal Rule 10b-5, Section 11/12, and Section 14 matters
• Analyzing market efficiency, price impact, loss causation, and damages to class members
• Supporting multiple experts in In re BP p.l.c. Securities Litigation, in which the court twice denied class certification on Comcast grounds
• Providing expert testimony in Indiana Public Retirement System v. AAC Holdings, in which class certification was denied for one claim in the securities class action

Valuation

• Valuing companies and financial institutions (including hedge funds and private equity managers, FinTech, medical and pharmaceutical, and other businesses) in commercial disputes, appraisal and bankruptcy proceedings, and arbitrations; experience spans federal and state courts, including the Delaware Court of Chancery, and appraisal matters in the Cayman Islands
• Valuing securities, such as a large portfolio of over-the-counter (OTC) derivatives in an International Swaps and Derivatives Association (ISDA) close-out

Financial markets

• Analyzing equity, fixed income, and foreign exchange (FX) markets, both exchanges and OTC markets
• Evaluating alleged fraudulent trading, including developing algorithms to identify unauthorized trading and computing damages
• Assessing high-frequency trading models and examining trading patterns related to alleged market manipulation and short squeezes
• Analyzing transaction execution and issues related to best execution in various instruments
• Analyzing transactions in antitrust matters alleging collusive and manipulative behavior

Risk management and derivatives

• Evaluating market, operational, and compliance risk management procedures at financial institutions
• Quantitatively analyzing risks embedded in financial portfolios using Value-at-Risk (VAR) and simulation methods
• Evaluating risks and returns of hedge fund, private equity, and mutual fund investment strategies
• Assessing rating agency models of default in collateralized debt obligation (CDO) portfolios

Dr. Zurek coheads Cornerstone Research’s M&A, valuation, and bankruptcy focus area and has led the firm’s fixed income and derivatives initiatives. He serves on the firm’s risk management and capital funding committees.

Before joining Cornerstone Research, Dr. Zurek worked in M&A at a global investment bank and a consulting company offering business and banking simulations. He also served as a director and on the asset and liability committee of a credit union.