Unless otherwise specified, all practitioners mentioned below are based in Washington DC. Combining ‘cutting-edge expertise with down-to-earth practicality’, Hogan Lovells US LLP’s full-service group acts for an ever-growing roster of preeminent public companies, ranging from companies freshly entering the public markets to well-established Fortune 500 names the likes of Dell Technologies and Colgate-Palmolive Company. The department has extensive experience advising clients on their compliance with the rules of the US Securities and Exchange Commission (SEC); Alan Dye (who ‘needs no added credibility when it comes to his SEC expertise’) and Alex Bahn are widely recognized experts in this realm. The team has also been very active in matters relating to the Covid-19 pandemic; in a standout highlight, it advised Papa John’s International on staff relocation and executive functions issues concerning the company’s reorganization and newly opened headquarters in Georgia. The practice group also saw a number of personnel changes in 2020. John Beckman (‘his ethics and integrity are impeccable’) took over leadership of the team from Dye; Matt Thomson left the firm for an in-house role in September; and capital markets specialist Richard Aftanas joined the New York-based team from Kirkland & Ellis LLP.
Corporate governance in United States
Other key lawyers:
Alan Dye; Alex Bahn; Joseph Gilligan; Richard Aftanas; Weston Gaines; Lillian Tsu
‘Terrific team. Smart, practical, very responsive, on both M&As and governance matters. HL is our go-to firm for this work. HL has an outstanding sense of what is “out there”, both in terms of best practice and reasonably achievable approaches. They feel like a part of the in-house team. They do very well in front of management and the board.’
‘Hogan Lovells combines cutting-edge expertise with down-to-earth practicality.’
‘Practical, business-focused legal advice. Individual expertise and breadth of experience. Diverse practice areas and geographic reach that suits our scale and multinational footprint.’
‘Incredible partners. Extremely knowledgeable. Common sense and practical approach to complex questions.’
‘Hogan Lovells team is highly responsive, consists of experts in this area, and is always ready to support in-house needs. It brings practical expertise to every issue, understanding not only the law, but how to handle the nuances of dealing with boards and executive officers.’
‘The team has been advising us on securities regulation and corporate governance matters for a long time. Their expertise in this area is broad and deep. The team is very practical, proactive, very reliable and highly responsive to our needs (even after business hours, on weekends and on short notice). They are great partners and have always given us sound and thoughtful advice. We have a lot of confidence in working with the team!’
‘John Beckman is an extraordinary M&A attorney, but he is also an expert in all matters relating to the SEC, NYSE, NASDAQ, and corporate governance. His excellent reputation within the firm enables him to bring in the top attorneys from other areas of practice as needed. His ethics and integrity are impeccable. Last but not least, he is a real pleasure to work with.’
‘Really, really good people who are passionate about their practice, incredibly responsive, fun to work with, and ready to undertake any task on any timeline to get the job done! Cannot say enough – I have been working with John Beckman and Hogan Lovells for more than 15 years – John is a very close colleague, collaborator and confidant, and has become my very good friend.’
‘John Beckman is one of a kind. Our company could not have survived without him through very dark times. He is steady and builds trust and confidence with all management and our board. Weston Gaines works closely with John and is an up-and-comer.’
‘Alan Dye needs no added credibility when it comes to his SEC expertise, but his accessibility and personality make him a joy to talk to, whenever needed. He is always sensitive to the many personal and other issues that underlie most legal questions. He makes an effort to bolster the expertise of in-house lawyers. He finds solutions and does not place legal obstacles in the way of business needs.’
‘Alan Dye and Alex Bahn are our go-to lawyers. They are very practical and have a great deal of expertise in this area. Their advice is always beneficial, practical, and adds a lot of value.’
Dell Technologies Inc.
Ford Motor Company
Lockheed Martin Corporation
Marvell Technology Group
McCormick & Company
Papa John’s International, Inc.
Reliance Steel & Aluminum
UnitedHealth Group Incorporated
- Advised McCormick & Company, an American food company, on its two-for-one stock split, including all aspects of governance, securities, stock exchange requirements, compensation plans, and related corporate actions.
- Advising Equifax, a leading global data analytics and technology company, on numerous financial reporting, securities, corporate governance and disclosure matters during the Covid-19 pandemic, including its successful $1bn senior notes offering in April 2020.
- Advising Papa John’s International on its financial reporting, executive compensation, corporate governance, and disclosure matters during the Covid-19 pandemic.
Led out of New York by Howard Dicker, Weil, Gotshal & Manges LLP’s public company advisory group stands out for its strength in providing ‘thoughtful advice and guidance on complex, oftentimes sensitive issues’ to a varied client base of public companies and not-for-profit organizations. The team is noted for its significant firepower in the securities regulation and disclosure space, where it brings together the expertise of former SEC staff members, including Washington DC-based duo P.J. Himelfarb and Adé Heyliger, and a number of highly regarded securities litigators. In addition, the department regularly acts in conjunction with other of the firm's teams on M&A transactions, initial public offerings, and restructuring matters. ‘Smart and dedicated attorney’ Lyuba Goltser (New York) is well versed in issues relating to boards, such as fiduciary duty breaches, board structure, and ESG matters, among others. Former practice co-head Ellen Odoner retired from the partnership at the end of 2020.
Other key lawyers:
Lyuba Goltser; Adé Heyliger; P.J. Himelfarb
‘Depth of knowledge and experience, thought leadership and responsiveness. Extraordinary!’
‘Pragmatic, available and accessible partners and associates who provide thoughtful advice and guidance on complex, oftentimes sensitive issues. Great representation of talented, best-in-class practitioners.’
‘Weil’s public company governance team has deep knowledge related to issues pertaining to board of directors and governance matters.’
‘Extremely responsive. The right balance of confidence with humility. A real pleasure to work with. This applies to both Lyuba Goltser and Howard Dicker.’
‘Lyuba Goltser is a smart and dedicated attorney with deep knowledge in the area of public company governance.’
Annaly Capital Management
Briggs & Stratton
Dun & Bradstreet
Willis Towers Watson
Arnold & Porter adopts a multi-disciplinary approach to corporate compliance, governance and risk management issues. The practice handles both contentious and non-contentious matters, an ability further enhanced by its cooperation with the firm’s specialist employee benefits and corporate governance litigation teams. It is also adept at providing advice on breaches of fiduciary duties arising out of bankruptcy and restructuring processes; corporate governance practice founder Michael L. Bernstein has extensive experience of acting on the defense side in related proceedings. Bernstein shares leadership of the practice with finance specialist Kevin Lavin, who routinely handles the corporate governance aspects of M&A transactions and public securities offerings. The group is led out of Washington DC, but it also recently expanded its corporate strategy offering in San Francisco with the hire of Benjamin Fackler from Allen Matkins Leck Gamble Mallory & Natsis LLP in August 2020.
Michael L. Bernstein; Kevin Lavin
Other key lawyers:
American Capital, Ltd.
American Wind Energy Association
Ares Capital Corp.
CASI Pharmaceuticals, Inc.
Ecological Service Partners
Sheryl Sandberg & Dave Goldberg Family Foundation
The Charles Schwab Corporation
- Assisting The Charles Schwab Corporation with securities compliance, disclosure and governance issues.
- Advising Xandr, a subsidiary of AT&T, on various corporate governance matters, including managing required state and non-US corporate filings, overseeing a multi-jurisdictional project to change entity names and appoint new officers, directors and authorized persons for all US and non-US subsidiaries and analyzing indemnification matters.
- Acting for American Wind Energy Association as outside general counsel, including corporate governance, tax, employment, IP, government ethics and compliance, and corporate work.
Cleary Gottlieb Steen & Hamilton
Based in New York, Cleary Gottlieb Steen & Hamilton’s multi-disciplinary corporate governance group houses specialists from the firm’s M&A, capital markets, tax, litigation, executive remuneration, enforcement and compliance teams. The practice is well versed in disclosure and regulatory compliance work for domestic and foreign issuers; its recent workload reflects a particular strength in handling SEC filings, an area where Francesca Odell routinely takes the lead. In addition, the team is also adept at handling critical governance issues relating to business strategy—this area, alongside ESG matters, has been a particular area of focus in the face of the Covid-19 pandemic. The governance work of counsel Helena Grannis stands out in the life sciences and technology sectors. Other key team members include Jeffrey Karpf and Jim Langston.
Other key lawyers:
Francesca Odell; Helena Grannis; Jim Langston; Jeffrey Karpf
Bed Bath & Beyond
International Flavors & Fragrances
- Assisting Google with corporate governance and securities regulatory advice relating to its business activities.
- Assisting longstanding client Petróleo Brasileiro S.A., Brazilian oil and gas company, with SEC reporting, corporate governance, financing and litigation matters.
- Advising Starbucks on disclosure matters, including issues related to SEC filings and other governance matters.
Davis Polk & Wardwell LLP
The corporate governance team at Davis Polk & Wardwell LLP provides a broad range of corporate governance services to public companies in sectors such as energy, retail, financial services, and technology, among others. The group is known for its combination of expertise in capital markets and ESG. It is also adept at handling contentious issues and proxy contests, for which it can also rely on the expertise of the firm’s litigation department. The department is led out of New York by financial regulatory compliance specialist Joseph Hall and counsel Betty Huber, who also acts as co-head of the firm’s environmental transactional group.
Joseph Hall; Betty Huber
The ‘technically adept and very client-focused’ cross-practice service group at Freshfields Bruckhaus Deringer LLP is highly experienced in disclosure and reporting matters. The team also has a notable strength in handling the corporate governance aspects of capital markets transactions; in this space, it adjusted well to the 2020 resurgence of special-purpose acquisition companies (SPACs) in the market, acting on multiple mandates involving SPAC transactions and counting names such as CarLotz among its clients. Silicon Valley-based capital markets practice head Sarah Solum heads up the service group alongside New York-based duo Pamela Marcogliese and Ethan Klingsberg. Also based in New York, counsel Elizabeth Bieber is a key contact for takeover defense preparedness.
Sarah Solum; Pamela Marcogliese; Ethan Klingsberg
Other key lawyers:
‘Freshfields’ corporate governance group is technically adept and very client-focused. Their advice is practical and actionable.’
‘Pam Marcogliese is our go-to counsel on complex SEC public reporting questions. Her advice is timely and very practical, and she strives to put herself in the client’s shoes in thinking through solutions and providing sound advice.’
Google / Alphabet
Special Committee of Emerald Holdings
The Special Litigation Committee of Sinclair Broadcast Group
Jones Day counts multiple Fortune 500 companies among its clients and routinely assists their boards of directors and special committees with internal governance issues and investigations; it also provides advice concerning M&A strategies and transactions involving conflicts of interest. Splitting time between New York and Atlanta, Lizanne Thomas sits at the helm of the practice. In fact, the team’s work gains additional credibility through the expertise of Thomas, who was recently elected to the American College of Governance Counsel, a professional organization recognizing the work of practitioners with a standout contribution to the work of boards of directors and other stakeholders.
Other key lawyers:
James Dougherty; Randi Lesnick; Joanna Sutton; Justin Macke
Super Micro Computer
- Advised Cumulus Media Inc. on its adoption of a short-term shareholder rights plan designed to protect shareholder interests and maximize value for all shareholders.
Latham & Watkins LLP’s public company representation team acts as outside counsel to over 300 public companies of varying size and their management teams. It regularly acts in conjunction with the firm’s takeover defense and proxy contests groups on issues arising in the context of shareholder activism campaigns and potential changes to companies’ shareholder base. In addition, the department works closely with the firm’s dedicated team of former SEC officials and corporate specialists handling disclosure and compliance matters. Houston-based Ryan Maierson sits at the helm of the department and also serves as vice-chair of the firm’s global capital markets practice. Julia Thompson is a key contact in Washington DC.
Other key lawyers:
Julia Thompson; Keith Halverstam
During the Covid-19 pandemic, White & Case LLP remained very active on the compliance front, advising clients on the effect of the pandemic on their SEC disclosure duties and the annual meetings of their management, among others matters. ‘Very practical’ capital markets specialist Maia Gez (Silicon Valley) regularly provides advice on clients’ compliance with US federal securities regulations and the listing requirements of Nasdaq and the NYSE. Moreover, the team is also increasingly engaged in matters concerning ESG programs and shareholder proposals. The department is also noted for the industry-specific breadth of its expertise, which spans the pharmaceuticals, transportation and logistics, infrastructure, oil and gas, power, and technology sectors, among others. Colin Diamond leads the public company advisory group out of New York.
Other key lawyers:
‘They have a deep bench, which enables them to efficiently leverage and staff teams.’
‘ W&C’s M&A corporate and commercial team is extremely talented and I appreciate the efficiency, pragmatism and reasonableness of working through even the most complex issues.’
‘Maia Gez and her team were invaluable in setting up our governance structure. The team was very accessible, brought issues to our attention we hadn’t thought of. They were always thinking one step ahead, which allowed us to complete the transaction in record time.’
‘White & Case’s team possesses the perfect combination of strong legal knowledge, innovative thinking, and superior client care.’
‘Great service with innovative solutions to solving problems.’
‘They really, really know how to listen and do not test until the understand everything from the client’s perspective. This builds trust – they are fully integrated into our thinking and can foresee potential issues before they become problems. There is no arrogance at all, which is refreshing and unique.’
‘Maia Gez thinks of my company, my department, and me, from all angles — professionally and personally — and is always one step ahead of us. She helps us “see around the corner” and anticipate issues. Also, she treats our employees top-to-bottom with the same level of respect and attention that she would give a board member. My team adores her and looks for every opportunity to seek her counsel on complex issues. She is also very practical and finds business-friendly solutions where other lawyers seem primarily concerned with driving the risks to zero.’
Advance Auto Parts, Inc.
The Hertz Corporation / Hertz Holdings, Inc.
Kansas City Southern
Macquarie Group Limited
Noble Energy Inc.
Ormat Technologies Inc.
Pilgrim’s Pride Corporation
South Jersey Industries
Varonis Systems, Inc.
Saudi Arabian Oil Co.
- Advised Pilgrim’s Pride Corporation on corporate governance and disclosure issues relating to an indictment of its CEO by the DOJ.
- Acting as strategic adviser to The Hertz Corporation’s management, board of directors and board committees, in relation to all corporate governance and disclosure matters prior to and during the company’s restructuring.
- Provided strategic advice on the impact of Covid-19 to global business for the company’s disclosure to investors, and organized and advised on implementation of the company’s ESG program and disclosure.
Akin Gump Strauss Hauer & Feld LLP focuses on providing outside legal counsel services to both public and private companies, as well as their management and board of directors; in this space, it counts Verso Corporation, Greenlight Capital Re and Bluestem Brands among its long-standing clients. The team excels in handling issues pertaining to potential breaches of fiduciary duties; its thought leadership initiatives, such as its quarterly Board Leadership Series, also stand out in this space. In addition, New York-based practice head Kerry Berchem has a strong track record of assisting bankrupt and restructured entities with structuring their governance programs. Other key contacts in the group include corporate department co-heads John Goodgame (Houston) and Jeffrey Kochian (New York).
Other key lawyers:
John Goodgame; Jeffrey Kochian; Seth Molay; Cynthia Mabry
Alliance Data Systems Corporation
Cimarex Energy Co.
Conflicts Committee of Summit Midstream Partners, LP
Diamondback Energy, Inc.
Enterprise Products Partners LP
EOG Resources, Inc.
EP Energy LLC
Greenlight Capital Re, Ltd.
Laredo Petroleum, Inc.
Mammoth Energy Services, Inc.
PetroQuest Energy, Inc.
Rattler Midstream LP
Sorenson Communications, Inc.
SRC Energy, Inc.
U.S. Concrete Inc.
Viper Energy Partners LP
- Acting as outside general counsel to Verso Corporation and its board since 2016, advising on the governance aspects of M&A, securities and other transactional matters.
- Advising longstanding client Diamondback Energy, Inc. and its subsidiaries on the governance aspects of multiple transactions.
- Acting as outside general counsel to Greenlight Capital Re, Ltd., a Cayman Island reinsurance company, since its inception in 2004.
Based in Cleveland, Baker & Hostetler LLP’s corporate governance team places an emphasis on assisting boards, board committees and senior management with transactions raising potential conflicts of interest. Handling issues at the junction of corporate governance and securities law is also a forte for the group. Notably, the team draws on the expertise of the firm’s client value group for the purposes of legal project management, among other matters. Janet Spreen heads up the practice, and Baker & Hostetler LLP is also recommended. In February 2020, the group expanded its regulatory compliance offering in Dallas with the hire of Todd Thorson from Winston & Strawn LLP. Randolf Katz departed to Clark Hill PLC in June 2020.
Other key lawyers:
John Harrington; Suzanne Hanselman; Charlotte Pasiadis
Big River Steel
Bloomin’ Brands, Inc.
Chesapeake Utilities Corporation
Denbury Resources Inc.
Lilis Energy, Inc.
Lordstown Motors Corp.
Northside Hospital, Inc.
The Progressive Corporation
Ring Energy, Inc.
Signet Jewelers Ltd.
TransDigm Group, Inc.
- Acting for Lordstown Motors as its securities and corporate governance counsel; providing support to facilitate its transition to a publicly-traded entity.
- Assisted Big River Steel with its joint venture with United States Steel Corporation, including liquidity for investors of Big River Steel, management and governance rights of various stakeholders, as well as put and call rights.
- Assisted Bloomin’ Brands with a $230m Rule 144A offering of convertible notes and corresponding hedging transactions to provide additional liquidity during the pandemic.
Goodwin handles a wide range of strategic corporate governance matters for public and private companies, with standout strengths in the technology and life sciences sectors. The practice is led out of Boston by Lisa Haddad and John Haggerty. Other key contacts include Joseph Johnson III in Boston, and global M&A practice chair Stuart Cable, who splits his time between New York, Boston and San Francisco.
Lisa Haddad; John Haggerty
Other key lawyers:
Joseph Johnson III; Stuart Cable
At Simpson Thacher & Bartlett LLP, the New York-based dedicated public company advisory department routinely acts as outside counsel to both US and foreign companies in relation to compliance with US securities regulations and various listing requirements. Forming a part of the firm’s corporate and regulatory groups, the team also specializes in the corporate governance considerations of high-value M&A, joint ventures and capital markets transactions. 2020 also saw the team handle a large volume of disclosure and governance issues relating to the Covid-19 pandemic. Karen Hsu Kelley heads up the practice, where Brad Goldberg is also a key contact for private equity mandates.
Karen Hsu Kelley
Other key lawyers:
‘Simpson Thacher & Bartlett LLP’s attorneys are some of the very best, particularly for corporate governance / public company work and securities litigation. Each of the partners and associates I work with have incredibly deep knowledge and technical skills. All are very good at advising on risk and take a practical approach with an even-keeled risk tolerance.’
‘Ken Wallach and Brad Goldberg provide a unique mix of in-depth knowledge and expertise in corporate governance and securities, coupled with a sensitivity to, and understanding of, the inner workings of a corporate board room and the challenges of navigating this area by general counsel and other in-house counsel.’
‘Karen Kelley is an absolute leader in the public company / corporate governance space. Always on-the-mark advice on a moment’s notice and always available.’
Academy Sports and Outdoors
Affiliated Managers Group
The Blackstone Group
Blackstone Mortgage Trust
Blackstone Real Estate Income Trust
Brightview Holdings, Inc.
The Carlyle Group
Cohen and Steers
Gates Industrial Corporation
KKR Real Estate Finance Trust
Mr. Cooper Group
National Vision Holdings Inc.
The Nielsen Company
Oaktree Real Estate Income Trust
Sirius XM Radio
The Toronto-Dominion Bank
The Travelers Companies
- Advised Finance of America Companies on governance and disclosure considerations related to its proposed business combination with Replay Acquisition Corp., which will result in Finance of America Companies becoming a publicly listed company with a projected $1.9bn equity valuation.
- Advised ZoomInfo Technologies Inc. on governance and disclosure considerations related to its initial public offering of Class A common stock.
- Advised Genesee & Wyoming Inc. on governance and disclosure considerations related to its sale to affiliates of Brookfield Infrastructure and GIC in a transaction valued at approximately $8.4bn.
Sullivan & Worcester LLP
Split between Washington DC, Boston, and New York, Sullivan & Worcester LLP acts for a varied mix of public and private companies, non-profit organizations, and mutual fund boards. It focuses on internal governance issues, regulatory compliance, investigations, and shareholder engagement matters. The team’s recent work reflects its ability to advise clients on their securities offerings, disclosure issues, and compliance with the Sarbanes-Oxley Act and the Dodd-Frank Act; capital markets group leader Howard Berkenblit is a go-to adviser in this field, and is also a key contact for Israeli companies. Nicole Crum chairs the corporate governance and board advisory group and has extensive experience of advising domestic and foreign clients in the financial services sector. David Mahaffey, David Leahy, and Domenick Pugliese are all key contacts for investment management advice.
Other key lawyers:
Howard Berkenblit; David Mahaffey; David Leahy; Domenick Pugliese
American Tower Corporation
Cantel Medical Corp.
Diversified Health Care
Foresight Autonomous Holdings Ltd.
Independent Trustees of the John Hancock Funds
Independent Trustees of the Matthews Asia Funds
Independent Trustees of the Pacific Select Fund and Pacific Funds Series Trust
Independent Trustees of the Virtus Funds
Industrial Logistics Properties Trust
Iron Mountain Incorporated
Manhattan Bridge Capital, Inc.
Nano Dimension Ltd.
Office Properties Income Trust
On Track Innovations Ltd.
Oramed Pharmaceuticals, Inc.
Pluristem Therapeutics Inc.
The RMR Group Inc.
Safe-T Group Ltd.
Service Properties Trust
- Serving as independent legal counsel to the Independent Trustees of the John Hancock Funds.
- Serving as legal counsel to the Independent Trustees of the Virtus Mutual Funds and Virtus Variable Insurance Trust.
- Providing ongoing corporate governance advice to Service Properties Trust in relation to a broad range of matters, including securities offerings, disclosure matters, stock exchange listing standards and Sarbanes-Oxley Act and Dodd-Frank Act compliance.
WilmerHale houses multiple former SEC staff members, which places it in a strong position to handle more demanding compliance and disclosure mandates. Praised for its ability to combine ‘deep technical knowledge with practical, real-world solutions’, the team regularly collaborates with the firm’s securities enforcement and regulatory groups on matters requiring crisis management advice. The practice is led out of New York and Boston, by Knute Salhus and Jonathan Wolfman, respectively.
Knute Salhus; Jonathan Wolfman
Other key lawyers:
Meredith Cross; Lily Brown
‘The Wilmer team is always responsive and does a wonderful job of combining deep technical knowledge with practical, real-world solutions. Our relationship is one of collaborative problem solving. They have a deep roster of experts to call on and are always able to marshal the resources to be there for us in times of need.’
Endurance International Group
Huntington Ingalls Industries
Houghton Mifflin Harcourt
Manning & Napier
State Street Corporation
The Walt Disney Company
Thermo Fisher Scientific