REBECCA GRAPSAS is counsel in Sidley’s Corporate Governance and Executive Compensation practice and works from both the firm’s New York and Sydney offices. Rebecca counsels U.S. public companies (including U.S. filers incorporated outside the U.S.) and foreign private issuers, private companies, private equity firms, state-owned enterprises, professional services firms, institutional investors, financial market utilities and not-for-profit corporations (including universities, sports governing bodies, trade groups and charitable organizations), operating in a wide range of industries, at all stages of their life cycle, with respect to complex corporate governance, securities regulation and compliance issues, including fiduciary duties (including conflicts of interest and confidentiality obligations), board and committee leadership, composition and structure, board evaluation processes, CEO transitions, risk oversight, environmental, social and governance (ESG) matters, shareholder engagement and activism, proxy access, relationships with proxy advisory firms, executive and director compensation, special committee investigations, disclosure and compliance with corporate and securities laws, regulations and listing rules, including in the context of transformative transactions such as IPOs and spin-offs.
She regularly counsels boards and senior management on compliance program design, implementation and review, as well as highly sensitive and unusual governance matters. She also has extensive experience in a broad range of cross-border mergers and acquisitions and securities transactions, particularly multi-jurisdictional transactions requiring harmonization of U.S. and non-U.S. regimes, including those requiring innovative SEC relief.
Rebecca is a frequent speaker and writer on corporate governance and compliance topics, including at events in the U.S., Europe and Asia sponsored by the American Bar Association, the Practising Law Institute, The Conference Board and the U.S. State Department. She is co-author of the Corporate Governance Guidelines chapter of “Corporate Governance: Law & Practice,” the United States chapter of “Getting the Deal Through—Corporate Governance” and the Corporate Law chapter of “The Corporate Counsellor’s Deskbook.” She served on the Secretariat of the OECD Boardroom Guide Advisory Group and was editor of “Using the OECD Principles of Corporate Governance—A Boardroom Perspective.” She serves as Co-Chair of the International Developments in Corporate Governance Subcommittee of the American Bar Association and has lectured in Sport and the Law at Deakin University in Melbourne, Australia.
In 2021, Rebecca was elected as a Fellow to the American College of Governance Counsel. In 2008, Rebecca was named a “Rising Star of Corporate Governance” by the Millstein Center for Corporate Governance and Performance at the Yale School of Management.
Rebecca is dual-qualified in New York and Australia. She has practiced corporate law since 2001, in New York, Zurich, Abu Dhabi and Australia.
Prior to joining Sidley, Rebecca practiced in the New York office of another U.S.-based international law firm for over 10 years.