Innovations - TopBoards
Teresa Johnson
PartnerHoward Rice Nemerovski Canady Falk & Rabkin
San Francisco, California
Teresa Johnson is a partner with the law firm of Howard Rice Nemerovski Canady Falk & Rabkin, a Professional Corporation and serves on the firm’s Management Committee. She recently completed a term as chair of the firm’s Business Department. Her experience includes advising directors and officers of public and private companies in various corporate governance matters, and she has frequently represented special committees of boards.; In 2007, she participated in the Stanford Directors Forum on corporate governance, and she is a member of the Corporate Governance Roundtable at the Rock Center for Corporate Governance at Stanford University. Her practice also focuses on corporate and securities matters, including securities compliance and disclosure issues. She also often acts for lenders and borrowers in commercial credit and finance transactions, acting in debt securities, syndicated financings, asset-based lending and cross-border transactions.
Ms. Johnson is proficient in both French and Italian, and acted as a research clerk to Judge Enzo Cheli of the Italian Constitutional Court in Rome in 1991.
Prior to joining Howard Rice as a director in 2002, she practiced with O’Melveny & Myers LLP for ten years, including two years in their London office.
Representative Matters
- Representing a special committee of the board of a major financial institution in connection with financing issues.
- Advising various public companies (or committees of the boards thereof) in corporate governance and securities matters.
- Advising the Charles Schwab Corporation in securities compliance and disclosure issues.
- Representing The Charles Schwab Corporation in a $3.5 billion capital restructuring, consisting of a $2.5 billion stock repurchase, including a “Dutch Auction” tender offer, a $1 billion special dividend and an offering of $550 million of debt.
- Representing financial institutions and technology companies in numerous financing transactions.
Education
J.D., Stanford Law School (Member, Stanford Law Review), 1992B.A., Harvard University (cum laude, Harvard College Scholarship), 1989
Memberships
State Bar of CaliforniaAmerican Bar Association
Bar Association of San Francisco
Selected Publications
- “Trademark Issues in Secured Transactions and Bankruptcy,” INTA Emerging Issues in Trademark Law Forum 2006
- “The Treatment of Intellectual Property Licenses in Bankruptcy,” The Licensing Journal (February 2006)
- “The Treatment of Intellectual Property Licenses in Bankruptcy and Secured Transactions,” Practising Law Institute (June 2005)
- “Patent and High Technology Licensing: Bankruptcy and Secured Transactions,” Practising Law Institute (June 2004)
Honors & Awards
Ms. Johnson was recognized as a 2004 and 2006 Northern California Super Lawyer by Law & Politics.Modules and Speakers
- Roles & Responsibilities
of Directors - Securities Litigation/
Shareholder Litigation - Internal Investigation
- D&O Liability -
Enough Protection? - Derivative Litigation -
Can it be Contained? - Compensation -
How Much Is Enough? - Mergers & Acquisitions -
The Role of the Board - Protecting Intellectual Property
- Special Litigation Committee
- Crisis Management
- Audit Committee -
Roles, Responsibilities
and Compositions - Financial Reporting
- War Stories from Enron
- Succession Planning -
Tapping Talent - Global Concerns - Beyond
Boardroom Boundaries - International M&A -
Cross Border Deals - Corporate Social
Responsibility - E-Discovery
- Contracting with Government
- Organizational Network
Analysis - Branding & Shareholders -
Value & Power of a Brand - Investor Relations &
Shareholder Value - Responsible Federal,
State & Local Lobbying - Business Continuity Planning
For Your Company



