People

Meredith B. Cross

Partner

Cross, Meredith

Meredith Cross is a partner in the Transactional and Securities Departments, and a member of the Corporate Practice and Strategic Response Group. Ms. Cross advises public companies and their boards on disclosure and other corporate finance securities law and corporate governance matters. She handles matters for companies with the US Securities and Exchange Commission, including no-action letters, financial statement waiver requests, and disclosure and financial statement reviews by staff of the Division of Corporation Finance, as well as SEC enforcement matters involving corporate finance issues.

Ms. Cross rejoined the firm in 2013, after having served as Director of the Division of Corporation Finance of the SEC since 2009. Representing clients in corporate and securities matters, she has experience with the full range of issues faced by public and private companies in capital raising and public reporting.

Practice

Ms. Cross's practice is primarily focused on advising public companies on corporate finance securities law matters, including disclosure and other requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934, as well as the requirements under the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act. She also serves as issuer’s counsel and underwriters' counsel in public and private offerings of debt and equity securities.
 
While serving as the Director of the Division of Corporation Finance of the SEC, Ms. Cross led the Division’s efforts to implement both the Dodd-Frank Act and the Jumpstart Our Business Startups (JOBS) Act. Under her leadership, the Division recommended close to 60 rulemaking releases to the Commission, including those relating to say-on-pay, conflict minerals, proxy access, compensation committees and compensation advisers, asset-backed securities, and the new regulatory regime for derivatives. Ms. Cross also guided the Division’s pragmatic response to numerous issues relating to the IPO “on-ramp” provisions of the JOBS Act. During her tenure, Ms. Cross testified before Congress numerous times on a broad range of issues including corporate governance, capital formation, risk retention in asset-backed securities offerings, executive compensation oversight, and agency management and budget.
 
Before first joining WilmerHale in 1998, Ms. Cross served as Deputy Director of the SEC’s Division of Corporation Finance. During her prior SEC tenure, she was involved with a number of corporate finance rulemakings, including changes to shelf registration, electronic delivery of prospectuses and other information to investors, the plain English initiatives, limited partnership roll-up rules, and small issue exemptions from registration and reporting. Before becoming Deputy Director, Ms. Cross served as Associate Director of the Division's sections on International Corporate Finance and Small Business. In the international area, she played a key role in the ongoing development of international disclosure and accounting standards for use in cross-border offerings. Ms. Cross also previously served as the Division's Chief Counsel. As Chief Counsel, she was responsible for no-action letters and legal interpretations in the Division on a wide range of matters, including Rule 144, Section 16, registration of employee benefit plans and exemptions from registration and reporting.

Professional Activities

Ms. Cross currently serves as Vice Chairman of the Securities Regulation Institute, and she is a frequent speaker at securities law conferences sponsored by the Practicing Law Institute, the American Bar Association and the American Society of Corporate Secretaries & Governance Professionals.

Ms. Cross is a member of the SEC Institute Advisory Committee, the ABA Corporate Laws Committee and a member of the Board of Governors of the Wilmer Eye Institute at Johns Hopkins.

Honors & Awards

  • Named a Fellow of the American College of Governance Counsel in 2015.
  • Recipient of the 2014 Linda Quinn Lifetime Achievement Award by TheCorporateCounsel.net
  • Recognized for her exceptional securities practice in the 2006, 2007, 2008, 2009 and 2014 editions of Chambers USA: America's Leading Lawyers for Business
  • Selected by peers for inclusion in The Best Lawyers in America (2005-2006, 2006, 2007, 2008 and 2009 editions)
  • Named to the NACD Directorship 100, A Who’s Who of the American Corporate Governance Community, in 2010
  • Recognized as a Dealmaker of the Year by The American Lawyer in 2003

Publications & News

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May 8, 2015

SEC Proposes Dodd-Frank Pay-Versus-Performance Disclosure Rules

On April 29, 2015, the Securities and Exchange Commission (SEC) voted 3-2 to propose new rules requiring companies to disclose the relationship between executive compensation “actually paid” and the company’s “financial performance.”

May 1, 2015

SEC Adopts Rules to Implement Regulation A+, Providing New Avenue for Capital Formation

On March 25, 2015, the Securities and Exchange Commission adopted amendments to Regulation A pursuant to Section 401 of the Jumpstart Our Business Startups Act for offers and sales of up to $50 million of securities annually. Regulation A+ creates two tiers of offerings that are exempt from registration under the Securities Act of 1933.

March 27, 2015

2015 IPO Report

Our 2015 IPO Report offers a detailed analysis of, and outlook for, the IPO market. The report features regional breakdowns, useful IPO market metrics, an update on the rates of adoption of various elements of JOBS Act relief available to emerging growth companies, and helpful tips on how to keep your directed share program company-friendly.

February 13, 2015

SEC Proposes Hedging Disclosure Rules

On February 9, 2015, the Securities and Exchange Commission proposed rules requiring companies to disclose whether directors, officers and other employees, or any of their designees, are permitted to hedge or otherwise engage in transactions to offset any decrease in the market value of equity securities of the company.

January 20, 2015

SEC's Division of Corporation Finance Staff to Express "No View" on Conflicting Shareholder Proposals This Proxy Season

On January 16, the Securities and Exchange Commission issued a statement from Chair Mary Jo White directing the SEC staff to review the application of Exchange Act Rule 14a-8(i)(9).

November 30, 2014

SEC Enforcement Actions Emphasize Importance of Stock Ownership Reporting Obligations for Public Companies and Insiders

An article by Meredith Cross, Douglas Davison, Cynthia Mazareas and Knute Salhus, published in the November 2014 edition of Business Law Today.

October 9, 2014

SEC Enforcement Actions Emphasize Importance of Stock Ownership Reporting Obligations for Public Companies and Insiders

On September 10, 2014, the Securities and Exchange Commission announced charges against 28 officers, directors and major stockholders of public companies for violating Section 16(a) and/or Section 13(d) of the Securities Exchange Act of 1934, as amended.

June 6, 2014

Partner Meredith Cross Receives Linda Quinn Lifetime Achievement Award

WilmerHale Partner Meredith Cross was recognized as the recipient of the Linda Quinn Lifetime Achievement Award during the annual Women's 100 Conference held by TheCorporateCounsel.net

May 23, 2014

Chambers USA Ranks Top WilmerHale Lawyers and Practices in 2014 Edition

We are pleased to announce the names of the individuals and practice areas that are ranked in the 2014 edition of Chambers USA: America's Leading Lawyers for Business.

February 20, 2014

Update: SEC's Financial Reporting and Audit Task Force

On February 11, Margaret McGuire, Vice Chair of the US Securities and Exchange Commission's (SEC) Financial Reporting and Audit Task Force (Task Force), participated in a DC Bar panel discussion to review the objectives, administration and early initiatives of the Task Force since its formation was announced by the SEC last July.

Practices

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Education

JD, Vanderbilt University Law School, 1982, Order of the Coif, Vanderbilt Law Review

BA, cum laude, Duke University, 1979

Bar Admissions

District of Columbia

Clerkships

The Hon. Albert J. Henderson, US Court of Appeals for the Eleventh Circuit