Corporate governance in United States
Rated for their 'skill, integrity, and 24/7 attention', the lawyers at Hogan Lovells US LLP are highly experienced in advising large organizations on governance issues. Led by Alan Dye, a key contact for Section 16 compliance, the team is active in advising Fortune 500 companies on cutting-edge governance issues. A recent example was the team's work for Equifax following its high-profile cybersecurity incident, wherein the team assisted with SEC disclosures and financial reporting issues related to Equifax's settlement of class action litigation and changes made to the company's corporate governance. Other key contacts include the 'outstanding' John Beckman and Joseph Connolly, who together advised Papa John's on a dispute between the board and founder John Schnatter. Eve Howard and Alex Bahn are also recommended. All named attorneys are based in Washington DC.
‘They guided our company through its worst crisis with skill, integrity and 24/7 attention.’
‘John Beckman was outstanding. He was the ultimate partner.’
‘The team is very responsive to client needs; very knowledgeable about market practices as well as strict legal requirements; feel that the team strives to understand unique company situations.’
‘Alex Bahn is a valuable advisor capable of keeping calm and perspective even in crisis situations.’
The Coca-Cola Company
Ford Motor Company
- Advised the board of Papa John’s International, the world’s third-largest pizza delivery company, in a high-profile dispute with founder and former CEO and chairman, John Schnatter.
- Represented Equifax as SEC disclosure and corporate governance counsel following the company’s high-profile 2017 cybersecurity incident, in which criminals stole social security numbers from a large number of US consumers.
- Advised Dell Technologies on SEC registration and other corporate matters relating to the $24bn recapitalization transaction it closed on December 28, 2018.
Weil, Gotshal & Manges LLP advises major corporates and New York-based non-profits on ongoing governance matters, and issues arising from crisis events. The team regularly acts alongside the firm's corporate and restructuring teams, and is particularly strong in bankruptcy-related governance work. The public company advisory group is jointly led by Ellen Odoner and Howard Dicker in New York. Contacts in the DC office include Adé Heyliger and P.J. Himelfarb, both of whom have unique experience of SEC compliance and securities regulation, having formerly held legal positions in the SEC's Division of Corporate Finance. Lyuba Goltser is another name to note in New York; she handles governance issues in connection to corporate and securities transactions.
‘Extensive expertise and a group with enough heft to manage large, complex matters on tight timelines. Unselfish approach to tapping into the firm’s resources to get the right answer.’
‘Michael Aiello has broad corporate experience and is consistently helpful in managing large and sensitive matters and effective in communicating with executives and board members. PJ Himelfarb has deep SEC and governance experience and her willingness to collaborate with management to work through issues is outstanding. She is also willing to stand her ground when needed. Her responsiveness is unparalleled and she is a pleasure to work with.’
Brookfield Asset Management
Campbell Soup Company
Eli Lilly Company / Elanco
Sears Holdings Corp.
- Advised SGS, a Swiss public company specialising in industrial inspection, verification, testing and certification services, on a strategic transformation of its US operations.
- Represented Sears Holdings Corp. in its Chapter 11 proceedings.
- Advising the New York City Ballet on ongoing governance matters.
- Advised Dow on its approximately $40bn spin-off from DowDuPont.
- Representing PG&E Corporation and Pacific Gas and Electric in their Chapter 11 cases.
Akin Gump Strauss Hauer & Feld LLP's NewYork-based corporate governance team fields a number of lawyers with experience working at the SEC, and routinely works alongside its white-collar and public policy groups to provide multi-disciplinary advice on public companies and securities compliance as well as FCPA and bribery issues. Headed by Jeffrey Kochian, the team advises clients on all areas of corporate governance and shareholder activism, ranging from SEC filings and securities transactions to fiduciary duties and shareholder relation policies. Recent standout highlights included representing the special committee of the board of Papa John's, following a scandal involving its former CEO. Contacts in the Houston office include Christine LaFollette and John Goodgame.
Special Committee of the Board of Directors of Papa John’s International
Landmark Infrastructure Partners
Shell Midstream Partners
Cimarex Energy Co.
Conflicts Committee of Summit Midstream Partners
Enterprise Products Partners
- Advising long-time client Diamondback Energy on numerous transactional matters.
- Representing the conflicts committee of the Board of Directors of Shell Midstream Partners in its ongoing governance, securities and transactional matters.
- Represented Eastman Kodak Company in its announced completion of the carve-out sale of Kodak’s Flexographic Packaging Division with Montagu Private Equity.
- Represented the Special Committee of the Board of Directors of Papa John’s International in the company’s strategic investment of $200m by Starboard Value.
Arnold & Porter advises a litany of public companies on corporate governance issues, and is a key component of the firm's broader corporate service offering. The team is also active in the non-profit space, where it acts for clients such as the Sheryl Sandberg & Dave Goldberg Family Foundation. The practice is jointly headed from the DC office by restructuring specialist Michael L. Bernstein and Kevin Lavin, who has experience in the IT, telecoms and government contracting industries. Other key contacts are James Joseph, also in Washington, Jonathan Green in New York, and Ronald Levine in Denver, who handles standalone advisory matters in addition to activist defense work.
American Wind EnergyAssociation
Ares Capital Corp.
ACAS (f/k/a American Capital)
National Union Fire Insurance Company of Pittsburgh, Pa
Resolute Energy Corp.
Sheryl Sandberg & Dave Goldberg Family Foundation
Stifel Financial Corp.
The Charles Schwab Corporation
- Advised Resolute Energy Corporation, an independent oil and gas company, on its $1.6bn merger with Cimarex Energy Co.
- Advised Glowpoint, a managed service provider of video collaboration and network applications, on various corporate governance issues, SEC compliance, financing, and M&A matters.
- Acted for Piermont Bank in relation to its formation as a de novo bank including the creation of the bank’s charter, bylaws and all other corporate formation materials, as well as its initial capitalization.
- Advised the Sheryl Sandberg & Dave Goldberg Family Foundation on all matters, including ongoing governance advice related to its two primary initiatives, LeanIn.Org and OptionsB.Org.
- Assisting the Ngena Foundation (formerly known as the Housing for HIV Foundation) with matters relating to the funding and implementation of a housing loan guarantee program for low- and moderate-income South Africans with HIV/AIDs.
Cleary Gottlieb Steen & Hamilton
The corporate team at Cleary Gottlieb Steen & Hamilton advises some of the market's leading corporates on governance issues in relation to corporate transactions, disputes and standalone compliance mandates. The team has been especially active in capital markets transactions, where recent highlights include acting for Pinterest in its IPO on the NYSE. Key contacts in the team include Jeffrey Karpf, who handles governance issues for clients such as Google, and Arthur Kohn, who focuses on executive compensation and pensions matters. Pamela Marcogliese and Ethan Klingsberg left for Freshfields Bruckhaus Deringer LLP in October 2019. Named attorneys are based in New York.
Consolidated Edison (ConEd)
National Amusements(parent of Viacom and CBS Corporation)
New MediaPost Holdings
Stanley Black & Decker
Tiffany & Co.
Walgreens Boots Alliance
- Represented National Amusements (the Redstone family holding company) in a widely publicized governance disputes and in the $30.5bn merger of CBS and Viacom.
- Represented Pinterest in its IPO and dual-class recapitalization, advising on governance arrangements.
- Advising Starbucks on disclosure matters, including those related to SEC filings, and other governance matters.
- Providing ongoing securities regulatory advice to Google in relation to its ongoing business activities.
- Provided corporate governance and strategic advice to Tiffany & Co.
Davis Polk & Wardwell LLP
Based in New York, Davis Polk & Wardwell LLP's corporate governance team provides a full range of corporate governance advice to the firm's varied corporate client base. Jointly led by Joseph Hall and counsel Betty Moy Huber, the team routinely acts for boards in shareholder activism campaigns, allegations of impropriety and other sensitive matters.
Jones Day provides standout corporate governance advice in the context of M&A and corporate transactions, as well as in disputes and shareholder activism campaigns. Headed by Lizanne Thomas in Atlanta, the team also provides ongoing counsel on ESG and so-called ethical investing issues, which are areas of increased interest for some of its clients, particularly those in the natural resources and manufacturing sectors. In addition to those two industry strengths, the practice group also acts for clients in the technology, chemicals, construction, and food and beverage sectors.
Marathon Petroleum Corporation
Milliken & Company
Procter & Gamble Company
- Acted for Marathon Petroleum Corporation in connection with the spin-off of Speedway into an independent, publicly traded company.
- Advised USG Corporation on the acquisition by Gebr. Knauf KG of all of the outstanding shares of USG in a transaction valued at $7bn.
- Acted for LORD Corporation in connection with strategic options for the business, culminating in the company’s $3.7bn sale to Parker Hannifin.
- Acting as outside counsel establishing governance policy for The Business Roundtable, one of the nation’s leading organizations of CEOs.
- Acted for Louisiana-Pacific Corporation in connection with a cooperation agreement with certain funds affiliated with D.E. Shaw.
Latham & Watkins LLP has a particularly strong reputation for activism defense, though the team has also shown its value in various other strategic governance matters, and is well-versed in all relevant regulation. Key contacts in this space include William Cernius and Andrew Gray in Orange County, and Ryan Maierson in Houston.
The team at White & Case LLP advises clients on ongoing governance matters, as well as on one-off shareholder challenges. Headed by Colin Diamond in New York, the practice group has also been increasingly active in the growing area of environmental, social, and governance criteria, working alongside its environmental and human rights law practices in these matters. The team has also enjoyed a trend of growth and development over the past few years. Dov Gottlieb joined the New York office in 2017, and over the past year, Maia Gez and Era Anagnosti joined in Silicon Valley and Washington DC from Gibson, Dunn & Crutcher LLP and the SEC, respectively. Gottlieb is praised by one client as 'an absolute master at corporate governance', while another describes Gez as 'a generous and constructive professional'.
‘I have found the attorneys in the practice to be professional, committed to client service, responsive and always open to dialogue. They are focused on legal excellence and ensuring that their clients get the best result possible. Additionally, the quality of the work product I received was excellent. It reflected a thoughtful approach and provided sufficient but not too much detail. The expertise the Public Company Advisory Group brought to bear on the work they conducted was unparalleled.’
‘I have worked with Dov Gottlieb and Maia Gez and have found both to be extremely knowledgeable, committed to legal excellence and superb client service, and always responsive.’
‘Maia Gez is passionate about securities law and corporate governance! She rolls up her sleeves, delves in, and has a mastery of the landscape as well as detail and market data. She is a generous and constructive professional. Henrik Patel is always available, always constructive and willing to help, and extremely knowledgeable about exec comp and benefits in M&A.’
‘Dov Gottlieb is an absolute master at corporate governance. He understands the ins and outs of corporate governance issues, is well-informed on changes in the law and communicates them regularly to clients. He comes up with creative strategies for dealing with corporate governance issues. Dov assisted us in the preparation of a corporate governance calendar, and reviewed/updated several of our corporate policies (e.g. overboarding, stock ownership, insider trading, etc.). In addition, he is proactive and anticipates issues.’
‘They have tremendous substantive knowledge, a practical approach to problem-solving and are client-friendly.’
‘Dov Gottlieb gets to know his clients individually and understands how to best use the resources of the firm to counsel his clients. He is knowledgeable in his practice areas and finds practical solutions for dealing with challenging issues.’
‘This practice focuses not just on the regulatory compliance aspects of corporate governance, but also on in-depth board management. They provide expertise not just in advising on how to address a legal question, but how to present it to management and the board. They provide fully formed board decks customized around the issues we are addressing with the board and for hot topics, have slides on the shelf that allow inside counsel to leverage into quick responses. The team is also very adept at taking a practical and customized approach with their governance advice. They don’t just point to best practices or provide the advise that poses the least risk to them, but they seek to understanding the company’s size, stage of maturity, corporate values and management style to provide the appropriate advice for that company at that point in time. They are not afraid to dig in on understanding management team dynamics and board member dynamics to enable them to craft the most effective strategy for communication. I love that at the end of a conversation with them I have an answer, not just an understanding of the legal framework and issues around a question.’
‘The individuals that I’ve worked with, Dov Gottlieb and Era Anagnosti, have been exceptional. Incredibly knowledgeable and they always seem to be available. Whether it is a crisis question or just a run-of-the-mill disclosure question, I know I will get an immediate answer. I also love that their knowledge of securities laws are so precise. They can identify the exact rule, interpretation, SEC response letter, etc. that supports their position. This gives me confidence when guiding my executive team and board, as I know the precise legal underpinnings of the matter we may be working through. I’ve called them on many occasions even when they were not engaged on the particular transaction because I know I’ll get a quick and knowledgeable answer. Their efficiency in providing answers provides greater value at a lower overall cost.’
‘I worked with Maia Gez when she was at Gibson Dunn. She was extremely professional and responsive, and truly took pride in her client service. You felt as though she cared as deeply about the issues as people working at the company. She worked with us to come up with practical solutions for our business model, which is unique in the way securities law apply. She was always very thoughtful with her analysis. I would highly recommend her to my in-house colleagues.’
Advance Auto Parts
Annaly Capital Management
C&J Energy Services
Ethan Allen Interiors
The Hertz Corporation
Kansas City Southern
Newmont Goldcorp Corporation
PRA Health Sciences
Rated by clients as 'intelligent, knowledgeable, accessible, and responsive', the corporate governance team at Baker & Hostetler LLP advises small and mid-cap companies on governance issues on an ongoing basis and also in the context of corporate transactions. The practice group is headed by Janet Spreen in Cleveland, but draws upon lawyers spread across a number of offices, including Atlanta and Orlando. Another contact in the Cleveland office is Suzanne Hanselman, whom clients have called 'knowledgeable, experienced, practical, and a delight to work with'.
Other key lawyers:
‘Intelligent, knowledgeable, accessible, and responsive.’
‘Suzanne Hanselman is very knowledgeable, experienced, practical, and a delight to work with.’
‘Rob Weible and his team are responsive, diligent and thoughtful in their approach. Rob is responsive, diligent and thoughtful. We don’t hesitate to reach out to him when faced with a thorny governance issue as Rob’s advice is invariably sagacious and to-the-point.’
‘Very good expertise and willingness to assist as needed, whether for a large matter or a small one.’
‘Janet Spreen provides excellent support on governance matters and made a creative arrangement to provide on-site corporate secretary support to fill a gap in our organization. She is effective, efficient and collaborative. Highly professional and responsive. A great lawyer and great value.’
‘The team is highly skilled, has significant and meaningful experience in the middle-market segment and brings a practical, business-oriented approach to the practice of law.’
‘Clayton Coley combines the right skills (knowledge of the law, technical drafting skills) with an impressive ability to take a practical, business-oriented approach to engagements. Clayton also has tremendous client service.’
‘David Brown is one of the smartest attorneys I have ever known and makes the practice of law seem much easier than it is.’
Barnes & Noble Education
Chesapeake Utilities Corporation
Kaiser Foundation Health Plan
Kaiser Foundation Hospitals
The Progressive Corporation
Select Sands America Corporation
University of Rio Grande
- Represented Verb Technology Company in effecting a reverse stock split, corporate name change and trading symbol change.
- Acting as a member of an in-house counsel team for Signet Jewelers, a publicly held retail company, to fulfill corporate secretary responsibilities.
- Represented Greif, a NYSE-listed company and a global leader in industrial packaging products and services, in its recent $500m senior notes offering.
- Assisted Northside Hospital in the acquisition of Gwinnett Medical Center. The transaction was structured as the merger of four Gwinnett Medical Center entities into various Northside entities.
- Represents Chesapeake Utilities Corporation in relation to all of its corporate governance matters.
Freshfields Bruckhaus Deringer LLP
Freshfields Bruckhaus Deringer LLP's New York-based corporate governance practice was significantly strengthened in 2019 by the additions of Pamela Marcogliese and Elizabeth Bieber from Cleary Gottlieb Steen & Hamilton. Marcogliese and Bieber have strong experience in succession planning work, and have advised some of the country's largest public companies on the governance aspects of major corporate and securities transactions, including IPOs and M&A.
Goodwin's corporate governance team has experience advising public company clients on a full range of governance issues, from compliance, succession planning and compensation issues, to securities litigation and shareholder engagement. Contacts include Joseph Johnson III, Stuart Cable and Lisa Haddad in Boston, and Gilbert Menna in New York.
King & Spalding LLP advises clients on all aspects of governance, including disclosures, board structures, and communication with shareholders. In addition to its advisory and transactional support work, the team has core strengths in defending against activist campaigns. The practice group is led by James Woolery in New York. Woolery also heads the firm's M&A team, and has a varied background in investment management and investment banking, in addition to his decades of private practice. Also of note, the firm hired Richard Fields in January 2019 from boutique firm Tapestry Networks.
Other key lawyers:
‘The King & Spalding team has first class talent, high integrity, thorough, reliable, responsive and outstanding work product.’
Beazer Homes USA
The Coca-Cola Company
Columbia Property Trusts
Deason Capital Services
General Dynamics Corporation
Haverty Furniture Companies
Ignite Restaurant Group
Mueller Water Products
SiteOne Landscape Supply
Piedmont Office Realty Trust
St. Joe Company
The Southern Company
The Medicines Company
Total System Services
United Parcel Service
Union Pacific Corporation
Universal Health Services
Walgreens Boots Alliance
Genuine Parts Company
Simpson Thacher & Bartlett LLP routinely advises US and international public companies on US securities and listing requirements. In addition, the team plays a key role in many of the firm's major M&A and capital markets transactions. Based in New York, the public companies advisory practice is led by Karen Hsu Kelley, and also includes Bradley Goldberg, who leads the private equity sub-group within the wider advisory department, and provides ongoing governance advice both to the firm's enviable private equity clients, as well as to their portfolio companies.
Other key lawyers:
Affiliated Managers Group
The Blackstone Group
Blackstone Mortgage Trust
Blackstone Real Estate Income Trust
The Carlyle Group
Cohen and Steers
Gates Industrial Corporation
Genesee & Wyoming
KKR Real Estate Finance Trust
Mr. Cooper Group
National Vision Holdings
The Nielsen Company
Oaktree Real Estate Income Trust
Sirius XM Radio
The Toronto-Dominion Bank
The Travelers Companies
Virtus Investment Partners
Weight Watchers International
Willis Towers Watson
- Represented Aqua America in connection with an approximately $750m investment by Canada Pension Plan Investment Board, through which CPPIB will acquire approximately 21.7 million newly issued shares of Aqua America’s common stock.
- Advised Oaktree Capital Management on the Sale of 62% of its Business to Brookfield.
- Represented PRA Health Sciences in a secondary offering and concurrent share repurchase.
- Advised National Vision on its $506.3m secondary offering.
- Represented frontdoor in a secondary offering of common stock.
The team at Sullivan & Worcester LLP routinely advises on the corporate governance aspects of M&A and securities transactions. Of recent note, the team has been especially active in board refreshment and diversity initiatives, two growing areas of interest in this space. Key figures in the team include Boston-based Howard Berkenblit, who specializes in the governance aspects of securities transactions, and Nicole Crum, David Mahaffey, and David Leahy in Washington DC. Leahy and Mahaffey jointly lead the firm's investment management practice, and Crum is also active in the investment management team, handling governance matters for mutual fund managers, investment advisers and special board committees.
American Tower Corporation
Cantel Medical Corp.
Five Star Senior Living
Foresight Autonomous Holdings
Independent Trustees of the John Hancock Funds
Independent Trustees of the Virtus Funds
Industrial Logistics Properties Trust
Iron Mountain Incorporated
Manhattan Bridge Capital
Office Properties Income Trust
On Track Innovations
The RMR Group
Senior Housing Properties Trust
Service Properties Trust
Tremont Mortgage Trust
VALIC Retirement Funds and their Independent Directors/Trustees
- Represented Office Properties Income Trust in its $3.58bn merger agreement with Select Income REIT by which SIR merged into Government Properties Income Trust and Government Properties Income Trust was renamed Office Properties Income Trust.
- Serving as independent legal counsel to the Independent Trustees of the Legg Mason Partners Funds-Fixed Income Funds.
- Providing ongoing corporate governance advice to Industrial Logistics Properties Trust on a broad range of matters, including disclosure matters, stock exchange listing standards and Sarbanes-Oxley Act and Dodd-Frank Act compliance.
- Providing ongoing advice to Iron Mountain, which recently included advice on its private placement of $1bn in aggregate principal amount of unsecured notes in September 2019.
- Represented Bioblast Pharma in its acquisition by Envilex Therapeutics.
WilmerHale's corporate governance practice is active in advising boards on matters ranging from designing governance policies, to succession planning, and whistleblower issues. In addition to providing clients with day-to-day advice, the team also assists with one-off investigations, and has a strong reputation for guiding boards through shareholder activism campaigns. The practice is led by Knute Salhus in New York and Jonathan Wolfman in Boston, with Lily Brown and Meredith Cross in Washington DC also very involved in this area. Cross and Brown formerly worked in the SEC's Division of Corporate Finance, and thus have unique insight into SEC compliance matters and procedures.
Endurance International Group
Huntington Ingalls Industries
Houghton Mifflin Harcourt
Manning & Napier
State Street Corporation
The Walt Disney Company
Thermo Fisher Scientific