Current Employment Position(s)

Of Counsel

Lawyer Overview

Rich Koppes's practice focuses on advising the Firm's corporate clientele on corporate governance and shareholder value issues. He also assists clients on such critical corporate matters as accountability of executive personnel, proxy issues, executive compensation, and the selection and role of boards of directors. In the last few years, he has provided corporate governance work for the following clients: General Mills, Pfizer, KeyCorp, Kodak, Washington Group, Bristol-Myers Squibb, Albertsons, Dun & Bradstreet, Washington Mutual, Texas Instruments, Federated, Sprint Nextel, Eastman Chemical, STERIS, ADP, McDonald's, Target, Siebel, American Airlines, Heinz, Brush Wellman, Flowers Food, Verint, Chevron, and IBM.

Rich also specializes in fiduciary counseling for institutional investors. He is the former deputy executive officer and general counsel of the California Public Employees' Retirement System (CalPERS), the largest public pension fund in the United States with over $250 billion in assets. As second in command at CalPERS, Rich was responsible for the legal advice and direction of the fund's corporate governance positions, internal auditing matters, and fiduciary obligations. In that role, he became nationally recognized as a leading expert in the corporate governance and shareholder rights issues facing most corporations and institutional investors today.

In addition to his Firm responsibilities, Rich is co-director of the executive education programs at Stanford University Law School, where he serves as coordinator of Stanford's Institutional Investors' Forum and Fiduciary College. For several years, Rich was a consulting professor of law at Stanford and taught corporate governance.

He is a director of Valeant Pharmaceuticals International (formerly ICN Pharmaceuticals, Inc.) and a former director of Apria Healthcare Group Inc. (both NYSE-listed companies located in Orange County, California). He is also founder, past president, and current administrative officer of the National Association of Public Pension Attorneys (NAPPA) and serves on the boards of directors of the American Society of Corporate Secretaries (ASCS), the Investor Responsibility Research Center Institute (IRRCI) located in Washington, D.C., and the National Association of Corporate Directors (NACD), also located in Washington, D.C. He is a former governor of the International Corporate Governance Network (ICGN) located in London.

Among his numerous activities, Rich served as a member of the New York Stock Exchange Board of Governors' Legal Advisory Committee from 1994 to 1997 and is a member of the editorial board of The Corporate Governance Advisor, a director of the Foundation for Fiduciary Studies, and was on the Public Company Accounting Oversight Board's (PCAOB) Standing Advisory Group. He is the immediate past vice chairman of the Corporate Counsel Committee of the International Bar Association. In 1994, Rich was named by The National Law Journal as one of America's 100 most influential lawyers. He is a frequent author and lecturer on issues related to the role of pension fund investors in corporate governance and fiduciary duties.

Areas of Practice

• Mergers & Acquisitions
• M&A
• Corporate Governance
• Health Care
• Business Transactions/Health Care
• Corporate Compliance Programs

Representative Cases

• Fiduciary Counsel
• Fiduciary Counsel

West Practice Categories

Business Organizations, Business Successions, Closely Held Businesses, Corporate Governance, Directors' & Officers' Liability, Disability, Dissolution, Elder Law, Food & Drug Administration, Formation & Business Planning, Franchising, Health & Health Care Law, Hospital Law, Joint Ventures, Limited Liability Companies, Medicare & Medicaid, Mental Health, Mergers, Acquisitions & Divestitures, Non-profit & Tax-exempt Organizations, Nursing Home, Partnerships, Reorganizations, Shareholders' Rights, Social Security -- Disability, Trade Associations

Bar Admissions

• California

Education

• U of California - Los Angeles

Published Works

• The Next Committee in the Spotlight, Directors & Boards, 2007
• Running Effective Executive Sessions, Directors & Boards, 2006
• The Attorney As Corporate Director, Directors Monthly, 2005
• Interview with Rich Koppes, Directors Monthly, 2005
• The Art of Governance, American Lawyer Interview, 2005
• Shareholder Vote No Campaign will continue, Directors Monthly, 2004
• The Greatest Governance Need, Directors & Boards, 2003
• Beyond the Rules: A Commitment to Corporate Governance, Directors Monthly, 2003
• Where next for America’s corporation and their owners? The road back to good corporate governance, Directorship, 2003
• How Unocal has Dramatically Changed Its Corporate Governance Model Over a Century: From Exploration to Innovation, Corporate Governance Advisor, 2001
• Off with His Head? Harvard Business Review, 2001
• Good Corporate Governance and its Advocates: The Governance of Public Pension Funds and the Governance of Public Companies, Corporate Governance Advisor, 2000
• The Empowered Corporate Secretary, Directors & Boards, 2000
• Future Governance and Activism Trends, National Law Journal, 2000
• Statistical Alchemy: how methodological shortcomings in the inquiries into the financial impact of corporate governance reform prevent the Wall Streets of the world from reaching a consensus about the value of good corporate governance, Business Law Int, 2000
• The Cost of Securities Fraud: New Class-Action Litigation Model Would Benefit Shareholders, Pensions and Investments, 1999
• Corporate Governance Out of Focus: The Debate Over Classified Boards, Business Lawyer, 1999
• Corporate Governance in the New Millennium: Concentrated Ownership Swells Activist Influence, Directorship, 1999

Address

555 California Street
26th Floor
San Francisco, CA 94104

Phones

1.415.875.5865 (Business Phone)

Faxes

1.415.875.5700 (Business Fax)

Emails

Contact Us (Business Email)

Websites

http://www.jonesday.com