Ann Yvonne Walker is a partner at Wilson Sonsini Goodrich & Rosati, where she has practiced law since 1979. Ann specializes in corporate and securities law, including public offerings, mergers and acquisitions, corporate governance matters and general corporate representation, with a particular emphasis on public company disclosure obligations and SEC compliance issues. Special areas of expertise include Rule 10b5-1 plans, Section 16 of the Securities Exchange Act of 1934, SEC reporting requirements, and executive compensation disclosure.

Ann is an active member of the Federal Regulation of Securities Committee of the Business Law Section of the American Bar Association and is currently serving as vice chair of the Small Business Issuers Subcommittee. She also is a member of the subcommittees on: Disclosure and Continuous Reporting; Employee Benefits, Executive Compensation, and Section 16; Securities Registration; Proxy Solicitations and Business Combinations; and Securities Law Opinions. She has served on drafting teams for many comment letters on SEC releases, principally relating to the numerous post-Enron SEC proposals (including those relating to the Sarbanes-Oxley Act of 2002), the Section 16 rules, the executive compensation disclosure rules, Form S-8, Rule 701, and the securities offering reform proposal.

SELECT CLIENTS:

• Entrepreneurs Foundation (pro bono)
• Genentech
• Google
• IXYS Corporation
• Komag
• LSI Logic Corporation
• Rho Ventures
• Sybase

EDUCATION:

• J.D., Stanford Law School, 1979
• B.S., Mathematics, Stanford University, 1976
  With Distinction, Phi Beta Kappa

ASSOCIATIONS AND MEMBERSHIPS:

Ann has held a variety of leadership positions in the American Bar Association, as well as the California State Bar.

American Bar Association:

• Member, Council of the ABA Business Law Section, 2001-2005
• Chair, ABA Business Law Section's Committee on Lawyer Business Ethics, 1997-2001
• Member, ABA Business Law Section's Publications Board, 2000-2004
• Vice Chair, Subcommittee on Small Business Issuers of the ABA Business Law Section's Federal Regulation of Securities Committee, 2005-present
• Member, ABA Business Law Section's Federal Regulation of Securities Committee, 1992-present
• Member, ABA Business Law Section's Ad Hoc Committee on Audit Responses, 2004-present
• Member, ABA Business Law Section's Committee on Professional Conduct, 2001-present
• Chair, ABA Section/Division Committee on Professionalism and Ethics, 1999-2001
• Member, ABA Standing Committee on Professionalism, 1996-1999
• Member, ABA Standing Committee on Technology and Information Systems, 2005-present

California State Bar:

• Advisor, Business Law Section Executive Committee, State Bar of California, 2000-2005
• Advisor, Council of State Bar Sections, State Bar of California, 2002-2003
• Co-Chair of the Council of State Bar Sections, State Bar of California, 2001-2002
• Chair (1999-2000), Vice Chair (1998-1999), and Legislative Chair (1997-1998), State Bar of California's Business Law Section
• Co-Chair (1995-1996), Vice Chair–Legislation (1994-1995), and Secretary (1993-1994), Corporations Committee, State Bar of California's Business Law Section

Other:

• Member, Society of Corporate Secretaries and Governance Professionals, San Francisco Chapter, 1993 to present

HONORS:

• Selected for inclusion in 2006, 2007, and 2008 editions of Best Lawyers in America
• Named in 2004-2007 to the Northern California "Super Lawyers" by Law & Politics magazine
• AV Peer Review Rating, Martindale-Hubbell

SELECT SPEAKING ENGAGEMENTS:

• Regular speaker at PLI's annual two-day "Securities Filings" seminar
• Testified before the SEC Advisory Committee on Smaller Public Companies in September 2005

ADMISSIONS:

• State Bar of California

Michael Russell is a partner at Wilson Sonsini Goodrich & Rosati, where he practices corporate and securities law. His clients include public and private companies, investment banks, private equity and venture capital firms, and other investors.

Michael regularly advises companies on a broad range of corporate and securities matters, including corporate governance responsibilities, SEC disclosure obligations, and stock market listing and compliance requirements. He also has extensive transactional experience, including public equity and debt offerings, mergers and acquisitions, corporate restructurings, and venture capital financings.

Michael has represented issuers and underwriters in numerous securities offerings, including offerings by Buy.com, Cypress Semiconductor, Lattice Semiconductor, Micron, Rambus, Rigel Pharmaceuticals, Sanmina-SCI, Silicon Valley Bancshares, Sybase, and UTStarcom. His mergers and acquisitions experience includes representing Ameritrade in its acquisition of TD Waterhouse Group, Francisco Partners in its acquisition of Metrologic Instruments, Juniper Networks in its acquisition of Peribit Networks, Mentor in the sale of its urology business to Coloplast, Nasdaq in its acquisition of PrimeZone Media Network, Serena Software in its acquisition by Silver Lake Partners, Solectron in its acquisition by Flextronics, Strategic Data Corp. in its acquisition by Fox Interactive Media, Sun Microsystems in its acquisition of LSC, Xign in its acquisition by JPMorgan Chase, and Credit Suisse First Boston as financial advisor to Peninsula Pharmaceuticals in its acquisition by Johnson & Johnson. Michael has helped handle corporate restructurings involving Redback Networks and a number of private companies. He also has represented numerous companies, venture capital firms, and private investors in venture capital financings.

Michael joined the corporate and securities practice at Wilson Sonsini Goodrich & Rosati in 1998. Prior to joining the firm, Michael worked as a deputy city attorney in the San Francisco City Attorney's Office.

SELECT CLIENTS:

• Applied Materials
• Credit Suisse First Boston
• Francisco Partners
• Genentech
• Haggar
• Ikanos
• Infinity Associates
• Juniper Networks
• Lattice Semiconductor
• Metrologic Instruments
• Pony
• Solar Technology Research Corp.
• SoonR

EDUCATION:

• J.D., University of Michigan Law School, 1993
• B.A., Political Science, University of Michigan, 1990
  With Distinction

ADMISSIONS:

• State Bar of California
• U.S. District Court for the Northern District of California