Corporate governance in United States

Cleary Gottlieb Steen & Hamilton

Cleary Gottlieb Steen & Hamilton has expertise in a range of work across the governance space, including complex transnational matters and management changes. Arthur Kohn, who has experience acting for partnership businesses in management elections, advised CLS Group on replacing its CEO. Further, Ethan Klingsberg and Pamela Marcogliese advised Dun & Bradstreet on a leadership transition. In other highlights, a large team advised National Amusements on a multi-faceted dispute regarding its ownership of CBS, with issues of a proposed stock dividend to dilute its holding; the team managed a total replacement of the board. Also recommended is Sandra Flow, who acts as governance counsel to Stanley Black & Decker, and also advises GrafTech on its securities law matters. Joon Kim returned to the firm from the position of acting US attorney for the southern district of New York.

Hogan Lovells US LLP

Hogan Lovells US LLP 'takes the time to learn its clients' businesses and is able to provide practical advice based on the key considerations'. John Beckman and Joe Connolly advised Papa John's Pizza on corporate governance issues after relations broke down between the company and its 30% owner, founder and former CEO and chairman John Schnatter following several controversial racially-tinged comments made by the company founder. Beckman and Eve Howard also advised Equifax on securities disclosures surrounding a data breach. Contacts in Washington DC include Alan Dye and Alex Bahn, both of whom are 'very responsive and provide sound, practical advice' on executive exits. In Baltimore, Amy Bowerman Freed advised 21st Century Fox on the SEC disclosure issues surrounding its sale to The Walt Disney Company. Brown-Forman Corporation is another client.

Weil, Gotshal & Manges LLP

Weil, Gotshal & Manges LLP is 'very current on key issues and highly sensitive and thoughtful on difficult cases'. Ellen Odoner has 'a wonderful way to keep clients at ease while sharing difficult and sensitive analyses'; she assisted a special committee of the board of Sears with numerous related party transactions. The firm also has a strong area of expertise in the governance of non-profits, where Odoner and associate Aabha Sharma act for clients such as the School of American Ballet; Lyuba Goltser also has expertise in the non-profit space. Also recommended are Howard Dicker and Washington DC-based Adé Heyliger, the latter of whom advised Sanofi on the SEC relations issues of its purchase of Ablynx.

Arnold & Porter

Arnold & Porter's key area of strength in the governance space is its handling of securities law disclosures for public companies. Jonathan Green in New York handles work surrounding cross-border investigations, among other matters, and Ronald Levine in Denver is another key contact. Non-profit governance is another area of expertise for the firm. In this area, Washington DC-based James Joseph handles governance issues for clients including the Sandy Hook Promise Foundation.

Jones Day

At Jones Day, Lizanne Thomas in Atlanta and Kelly Turner in Houston handle a range of work, including advising on corporate leadership issues and public company securities matters. Thomas, Turner, James Dougherty in Cleveland and Detroit-based Timothy Melton also advised USG Corporation on the sale of the company to Knauf following an unsolicited bid, amid a campaign by USG's 31% owner, Berkshire Hathaway, to secure a higher deal price; partly as a result of the firm's work, Knauf paid an additional $4 per share. Other names to note include associate Joanna Sutton in Atlanta, and Amy Pandit in Pittsburgh, who joined the firm from Morgan, Lewis & Bockius LLP.

Latham & Watkins LLP

Recent highlights for Latham & Watkins LLP included Orange County-based William Cernius and Andrew Gray acting for Realty Income Corporation in relation to an alleged bear raid by Spruce Point Capital Management. In Houston, Ryan Maierson is instructed by TechnipFMC, a British company listed on both the New York Stock Exchange and Euronext, but not a foreign private issuer. William O'Neill retired.

Akin Gump Strauss Hauer & Feld LLP

Akin Gump Strauss Hauer & Feld LLP handles a mix of governance work, with many instructions evincing the firm's strong reputation in the energy industry. In Houston, Christine LaFollette advised Landmark Infrastructure Partners' conflicts committee on numerous transactions, while John Goodgame acted for the conflicts committee of Shell Midstream Partners in its purchase of a majority stake in the Amberjack pipeline. Dan Fisher has experience acting for special committees in the wake of corporate scandals. Additionally, Fisher advised the special committee of the board of Neff Corporation on canceling a proposed merger with H&E Equipment Services and merging with United Rentals instead. Jeff Kochian is another key contact.

Baker & Hostetler LLP

The team at Baker & Hostetler LLP is regularly involved in related-party transactions, governance reviews and management changes. Contacts in the Cleveland office include practice head Janet A. Spreen and Suzanne K. Hanselman, while Jeffrey E. Decker is a name to note in Orlando.


The team at Goodwin has particular expertise in acting for special committees. Stuart Cable and Mark Opper advised the independent transaction committee of the board of Sprint on its merger with T-Mobile, and Cable and Lisa Haddad also advised a special committee of the board of Foundation Medicine on the company's merger with Roche. Joseph Johnson and Andrew Goodman and Gilbert Menna in New York acted for Lasalle Hotel Properties, which was sold to Pebblebrook Hotel Trust in a hostile deal following involvement from activist investors. Other key contacts include John Egan and Michael Minahan. Named lawyers are based in Boston unless otherwise noted.

King & Spalding LLP

King & Spalding LLP has experience of various leadership change mandates, executive compensation and other governance matters. The key figure in the team is Jim Woolery, 'a brilliant strategist with a deep understanding of the interests of all stakeholders'.