Corporate governance in United States

Freshfields Bruckhaus Deringer LLP

The ‘very smart and engaged’ team at Freshfields Bruckhaus Deringer LLP operates within a rapidly expanding corporate advisory practice at the firm. Notable highlights included assisting Zymergen with its $575m Nasdaq IPO and conversion to a public benefit corporation.  Capital markets head Sarah Solum leads the group from Silicon Valley together with New York-based partners Pamela Marcogliese and Ethan Klingsberg. They are supported by New York-based pair Elizabeth Bieber, a key contact for crisis management and noted as ‘outstanding in her knowledge and ability to apply that knowledge,‘ and corporate governance and securities law expert Maj Vaseghi.

Practice head(s):

Sarah Solum; Pamela Marcogliese; Ethan Klingsberg

Other key lawyers:

Elizabeth Bieber

Testimonials

‘Very smart and engaged team who look for practical applications for the legal theory.’

‘Elizabeth Bieber is outstanding in her knowledge and ability to apply that knowledge. Pamela Marcogliese is a great corporate and securities lawyer in addition to her amazing abilities to provide corporate governance advice.’

Key clients

Alphabet

Brightview

CarLotz

Cazoo

CEO and Co-Founder of Airbnb

Ciena

Citigroup

Clever Leaves

Li-Cycle

Pinterest

SiteOne

Sonoco

Stanley Black and Decker

The Special Litigation Committee of Sinclair Broadcast Group

United Nations Principles for Responsible Investment

Zymergen

Work highlights

  • Advised Zymergen on its $575 million IPO and conversion to a public benefit corporation.
  • Advised the founder and CEO of Airbnb in connection with the company’s dual class stock arrangements in connection with his company’s $3.5 billion IPO.
  • Advised Palantir on its defense against business tort claims in litigation arising from Facebook’s Cambridge Analytica scandal.

Hogan Lovells US LLP

Hogan Lovells US LLP‘s securities and public company advisory practice is ‘highly knowledgeable about the latest trends in corporate governance’. The team comprises a host of former senior US Securities and Exchange Commission (SEC) staff members, and a name to note in the SEC compliance space is Alan Dye. An ongoing area of focus for the group is its advice to companies recovering from the impact of Covid-19; notable work included Alex Bahn  and others assisting Choice Hotels International with numerous disclosure and governance matters related to the pandemic. The practice is led by John Beckman, who ‘quickly helps prepare pragmatic solutions appropriate to the specific industry and client in question‘. In New York,  Lillian Tsu left the firm for Cleary Gottlieb Steen & Hamilton in September 2021. Unless otherwise specified, all named lawyers are based in Washington DC.

Practice head(s):

John Beckman

Other key lawyers:

Alan Dye; Alex Bahn; Weston Gaines

Testimonials

‘Hogan Lovells’ team is highly knowledgeable about the latest trends in corporate governance, including ESG, M&A and all other aspects. They are also highly practical and tailor their solutions to the particular circumstances of each client.’

‘John Beckman, in spite of his many responsibilities, is always available on very short notice, and quickly helps prepare pragmatic solutions appropriate to the specific industry and client in question.’

Key clients

Advance Auto Parts, Inc.

Bristol Myers Squibb Co.

Colgate-Palmolive Company

Dell Technologies Inc.

Equifax Inc.

Ford Motor Company

Papa John’s International, Inc.

Reliance Steel & Aluminum

UnitedHealth Group Incorporated

Walmart Inc.

Work highlights

  • Advised a committee of independent directors of the Board of Papa John’s International, Inc. in connection with a review of capital structure alternatives that led to the repurchase and conversion of all of the shares of Papa John’s Series B convertible preferred stock owned by activist hedge fund Starboard Value LP (Starboard).
  • Advised Ingredion on a full range of SEC advisory and corporate governance matters during the past 12 months.
  • Advised Choice Hotels on responding to a negative vote recommendation from proxy advisory firm ISS on “say on pay”, including shareholder outreach strategies.

Weil, Gotshal & Manges LLP

Public companies, private entities and not-for-profit organizations are among the diverse array of clients at Weil, Gotshal & Manges LLP. The New York-based group is praised for its ability to provide ‘responsive and seamless’ advice to clients in a variety of sectors, which range from healthcare and technology to financial services. The cross-departmental team, which is led by Howard Dicker, works in tandem with the firm's M&A, IPO and restructuring practices. Its work covers a number of key areas, such as ESG, day-to-day disclosure issues, executive compensation and board-level matters. ‘Brilliant and thoughtful’ lawyer Lyuba Goltser has ‘a wealth of knowledge', including expertise in not-for-profit governance, and has also worked on a number of SPAC transactions in 2021, an area of focus for the group. The team is also experienced in providing securities regulatory advice, as exemplified by former SEC employees P.J. Himelfarb and Adé Heyliger, who are both based in Washington DC.

Practice head(s):

Howard Dicker

Other key lawyers:

Lyuba Goltser; Adé Heyliger; P.J. Himelfarb

Testimonials

‘Responsive and seamless.’

‘Lyuba A. Goltser is a brilliant and thoughtful lawyer with tremendous dedication to her clients and their projects. She has a wealth of knowledge and provides timely and constructive advice.’

Key clients

24 Hour Fitness Worldwide Inc.

Allego Holding B.V.

Annaly Capital Management

Arrival

ATI Physical Therapy Holdings, LLC

Briggs & Stratton

Brookfield Asset Management Inc.

Campbell Soup Company

Cardtronics

CBL & Associates Properties

CEC Entertainment, Inc.

Churchill Capital

Core-Mark Holding Company, Inc.

CPP Investments

Dow Inc.

EO Charging

The Estee Lauder Companies

Foley Trasimene Acquisition Corp.

Fortress Investment Group

Franklin Resources

TPG

Vonage Holdings

Wejo Limited

Work highlights

  • Advising MSP Recovery on the governance and securities aspects of its $32.6 billion business combination with Lionheart Acquisition Corp. II.
  • Advised Gores Holdings IV, Inc. on the governance and securities aspects of its business combination with United Wholesale Mortgage, LLC.
  • Advised Cardtronics plc (United Kingdom) on the governance and securities aspects of its $2.5 billion sale to NCR Corporation.

Arnold & Porter

Arnold & Porter has a strong pedigree for handling a broad cross-section of contentious and non-contentious corporate governance matters for clients. Its team is experienced in advising clients on developing, implementing and enhancing corporate compliance programmes. In addition, it advises on board fiduciary duties, executive compensation disclosure, risk management and corporate social responsibility, among other issues. On the contentious side, the firm is a first port of call in internal investigations, as well as governmental and non-governmental investigations. The practice is led out of the Washington DC office by Michael L. Bernstein and Kevin Lavin and they work closely with Benjamin Fackler, who is based in San Francisco. Lavin also routinely handles the corporate governance aspects of M&A and public securities offerings.

Practice head(s):

Michael L. Bernstein; Kevin Lavin

Other key lawyers:

Jonathan Green; Benjamin Fackler

Key clients

Celestica, Inc

The Charles Schwab Corporation

CASI Pharmaceuticals, Inc.

American Wind Energy Association

Madhu Vuppuluri

Tailored Brands

iHeart Media

Ecological Service Partners

Extended Nursing Personnel CHHA, LLC

Factory

In-Q-Tel, Inc.

Corizon Health, Inc.

American Finance Trust, Inc. (Independent Directors)

Work highlights

  • Assisted The Charles Schwab Corporation with securities compliance, disclosure and governance issues, as well as multiple debt and securities transactions.
  • Represented In-Q-Tel, Inc. as lead outside corporate counsel with respect to its board and board committee governance, conflicts, tax, and fiduciary responsibility matters.
  • Assisted American Wind Energy Association as outside general counsel with corporate governance, tax, employment, IP, government ethics/compliance, and corporate issues.

Cleary Gottlieb Steen & Hamilton

Cleary Gottlieb Steen & Hamilton's multidisciplinary corporate governance team provides a comprehensive range of services to US and international clients. Its work covers a myriad of areas, such as regulatory compliance (including SEC and stock exchange requirements), ESG, the structuring of compensation and benefits, and relationships with sponsors and other stockholders. In addition, internal and external investigations are another driver of activity for the practice, which is jointly led by New York-based trio Francesca Odell, counsel Helena Grannis and Jim Langston. Lillian Tsu joined from Hogan Lovells US LLP in September 2021.

Practice head(s):

Francesca Odell; Helena Grannis; Jim Langston

Other key lawyers:

Jeffrey Karpf; Lillian Tsu

Key clients

American Express

American Tower

Applied Materials

Bed Bath & Beyond

Clorox

ConEdison

EagleBank

GlobalFoundries

Google/Alphabet

Honeywell

International Flavors & Fragrances

Jeld-Wen

Lowe’s

MercadoLibre

Nielsen

ODP Corporation

Petrobras

Pinterest

Sotera Health

Starbucks

Work highlights

  • Advised Nielsen as SEC counsel for ’34 Act reporting advice and compensation advice for proxy as well as ongoing compliance assistance.
  • Advised Sotera Health on all matters relating to the company’s IPO/dual track process and related governance arrangements as well as other corporate law and employee benefits matters in connection with being a public company.
  • Advising Google on corporate governance and securities relation issues in relation to its business activities.

Davis Polk & Wardwell LLP

Davis Polk & Wardwell LLP has a strong profile among private equity funds and public companies from a wide range of industries, including energy, financial services and consumer products. Its corporate governance group is regularly sought after for advice on all aspects of executive compensation, such as the design and implementation of compensation programmes, say on pay and compensation clawbacks, as well as reporting requirements. ESG-related issues are also seen as a key area of expertise, as are general reviews of governance policies and practices. In addition, clients also turn to the advice on high-stakes defense assignments, such as communications with the SEC and other regulators, as well as the execution of litigation strategies. The department is led out of the New York office by Joseph Hall  and Betty Huber. Ning Chiu, who made partner in July 2021, is also recommended.

Practice head(s):

Joseph Hall; Betty Huber

Other key lawyers:

Ning Chiu

Jones Day

Jones Day has a well-established reputation in the corporate governance space, with it assisting many prominent clients with their most complex and significant issues. The team's wide-ranging expertise includes ESG, proxy battles, takeover preparedness, board composition and fiduciary duties. The practice is led by Lizanne Thomas, who divides her time between the New York and Atlanta offices. Thomas regularly acts for special committees on control and conflict transactions, as well as internal investigations. Newly-promoted partner Justin Macke, who is based in New York, has significant experience of advising public companies on public mergers in the face of activist shareholders. Another name to note is Atlanta-based associate Joanna Sutton, who acts for clients in a wide range of industries, including food, energy, textiles, chemicals and technology.

Practice head(s):

Lizanne Thomas

Other key lawyers:

Justin Macke; Joanna Sutton, James Dougherty

Latham & Watkins LLP

Latham & Watkins LLP's excellent reputation in the corporate governance sphere is reflected by the fact that its team acts for more than 400 public companies on high-risk and reputationally-sensitive matters. The practice is led by Ian Schuman, Keith Halverstam and Jenna Cooper, all of whom are based in New York. Under their leadership, the team advises clients on shareholder activism, control contests, audit and compensation committee matters and tax governance, among many other areas. It particularly distinguishes itself in SEC matters involving complex disclosure and compliance issues. Also notable is that the firm has launched a taskforce that focuses on handling ESG issues for clients. Recently promoted partner Julia Thompson, who is based in Washington DC, is another name to note at the firm.

Practice head(s):

Ian Schuman; Keith Halverstam; Jenna Cooper

Other key lawyers:

Julia Thompson

White & Case LLP

Leveraging its ‘strong internal network‘, the group at White & Case LLP acts for public companies from a wide range of industries, including renewable energy, biotechnology and online gaming. Colin Diamond  leads the team from the New York office, which is increasingly engaged in matters concerning ESG programs. A notable mandate involved advising Saudi Arabian Oil Co. on its ESG disclosure program and its historic announcement to reach net zero emissions. Acting as a ‘true partner to resolve complex problems‘, Silicon Valley-based partner Maia Gez continues to advise clients on complex disclosure questions over the impact of COVID-19 on their businesses.

Practice head(s):

Colin Diamond

Other key lawyers:

Scott Levi; Maia Gez

Testimonials

‘Their team has built a strong internal network allowing them to find the right contact at the right time. This allowed us to move quickly through complex transactions with their support.’

‘Maia Gez treats our team with respect, acting as a true partner to resolve complex problems.’

Key clients

ABIOMED, Inc.

Alta Equipment Group, Inc.

Avangrid, Inc.

Caesarstone Ltd.

Cellebrite DI Ltd.

EchoStar Corporation

Ethan Allen Interiors Inc.

Gambling.com

Golden Nugget Online Gaming, Inc.

Hess Corporation

Kansas City Southern

Lottery.com

Newmont Corporation

Ormat Technologies Inc.

Pilgrim’s Pride Corporation

REE Automotive Ltd.

ReWalk Robotics Ltd.

Saudi Aramco

South Jersey Industries

The Hertz Corporation/Hertz Holdings, Inc.

BakerHostetler

The Cleveland-based practice at Baker & Hostetler LLP  advises boards of directors, board committees and executives on governance and disclosure issues arising from corporate and M&A transactions, such as conflicts of interest, among others. Elsewhere, the group has expertise in proxy advisory firm recommendations and shareholder activism issues. Also notable is that a number of practitioners at the firm are particularly knowledgeable about federal securities law, including in relation to public company reporting and corporate governance requirements. Practice head Janet A. Spreen was part of the team that advised Bloomin Brands on governance and disclosure issues, which were significant, given the impact of the Covid-19 pandemic on the company. John Harrington is also a name to note.

Practice head(s):

Janet A. Spreen

Other key lawyers:

John Harrington

Key clients

Arhaus, Inc.

Big River Steel

Bloomin’ Brands, Inc.

Chesapeake Utilities Corporation

Denbury Resources Inc.

Ferro Corporation

Ingevity Corporation

Lordstown Motors Corp.

theMaven, Inc.

Northside Hospital, Inc.

The Progressive Corporation

Signet Jewelers Ltd.

TransDigm Group, Inc.

Work highlights

  • Assisted Lordstown Motors Corp. with facilitating the company’s transition to and early stages as a publicly-traded entity
  • Represented Arhaus, Inc. in the company’s IPO of its common shares and assisting with establishing its public company corporate governance structure and processes.
  • Assists Bloomin’ Brands, Inc. with ‘34 Act reports and other disclosure issues, corporate governance, securities offerings and executive compensation.

Cahill Gordon & Reindel LLP

The group at Cahill Gordon & Reindel LLP is led out of New York by Helene Banks, Brockton Bosson and internal investigations expert Brian Markley, who ‘stands out as the go-to individual in the team for FCPA-related M&A matters.’ Leveraging their experience of handling the key governance aspects of corporate and M&A deals, the team acted for ICON on its merger with PRA Health Sciences. Also notable is that large public companies such as Arch, S&P and Brookfield turn to the firm for advice. It also advises smaller-scale private companies.

Practice head(s):

Helene Banks; Brockton Bosson; Brian Markley

Testimonials

‘Brian Markley stands out as the go-to individual in the team for FCPA-related M&A matters.’

‘The team show great expertise in dealing with compliance FCPA due diligence matters in corporate transactions. They work for clients that are very active in Latin America and punch above their weight in the regional market.’

Key clients

Brookfield Asset Management

Arch Capital Group

ICON plc

Kaspien

S&P Global

Novonix

Walmart

WeWork

Korn Ferry

Work highlights

  • Assisted ICON with its preparation to consummate its US$12 billion merger with PRA Health Sciences, helping to ensure robust governance around the transaction.
  • Assisted Novonix with their disclosures and structure to meet US requirements and US investor expectations for a public offering in the US and a US listing.

Simpson Thacher & Bartlett LLP

Simpson Thacher & Bartlett LLP's specialist public company advisory practice advises US and non-US companies on compliance with US securities laws, such as those concerning Exchange Act reporting, stock exchange rules, director and auditor independence and Sarbanes-Oxley. Highlighted for its ‘extensive knowledge base’, the group also has experience of advising clients on internal investigations and inquiries from the SEC and other governmental authorities. Karen Hsu Kelley, who heads up the practice, has ‘an unmatched depth of knowledge’ in areas such as crisis management planning and board structuring. Kelley counts Ferro Corporate and Laureate Education among her key clients.

Practice head(s):

Karen Hsu Kelley

Other key lawyers:

Charlie Mathes

Testimonials

‘Extensive knowledge base, excellent client communication. Personable attorneys who are incredibly practical.’

‘Karen Kelley is a rock star – unmatched depth of knowledge in her practice area, incredibly practical client advice, always abreast of market provisions, incredibly responsive to client needs. Charlie Mathes also has deep knowledge and exceptional work product, always a pleasure to work with.’

Key clients

Academy Sports and Outdoors

AEP

Amneal Pharmaceuticals, Inc.

Apria

Aramark

Ashton Woods

Bentley Systems, Incorporated

Brightspring Health

Brightview

Bumble

Caterpillar

CB Richard Ellis

Certara

Cooper-Standard

Coty

Ferro Corporation

Gates Industrial Corporation

Hilton Worldwide Holdings

Hovnanian Enterprises, Inc.

The ODP Corporation

 

Work highlights

  • Advising Ferro Corporation (NYSE: FOE) (Ferro) on governance and disclosure considerations related to Ferro’s proposed acquisition by Prince International Corporation, a portfolio company of American Securities LLC, for approximately $2.1 billion.
  • Advising The ODP Corporation on governance and disclosure considerations related to its announced plan to spin off its Business-to-Business (B2B) solutions provider into an independent, publicly traded company.
  • Advised Bumble Inc. on governance and disclosure considerations related to its initial public offering of $2.5 billion of Class A common stock and a secondary offering of $1.1 billion of Class A common stock.

Sullivan & Worcester LLP

Sullivan & Worcester LLP works with a wide client base on their most complex and significant corporate governance and compliance requirements, including public and private companies, real estate investment trusts and mutual funds. Its team is skilled in handling issues over board compositions and board-level decision-making, conflicts of interest, diversity and inclusion, shareholder communications, crisis management and internal and government investigations. It advises Service Properties Trust on a range of issues, such as disclosure requirements, stock exchange listing standards and compliance with the Sarbanes-Oxley Act and Dodd-Frank Act. Key individuals at the firm include Washington DC-based trio David C Mahaffey, David M Leahy and Nicole Crum  (who are key contacts for investment advisers), as well as Domenick Pugliese in New York. Howard E Berkenblit is also recommended.

Practice head(s):

Nicole Crum; Howard Berkenblit; David Mahaffey; David Leahy

Other key lawyers:

Domenick Pugliese

Key clients

American Tower Corporation

Brookfield Funds

DarioHealth Corp

Diversified Health Care

Equinix Inc.

FMR Corp.

Foresight Autonomous Holdings Ltd.

Independent Trustees of the John Hancock Funds

Independent Trustees of the John Hancock GA Mortgage Trust and Senior Loan Trust

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

ING Group

Iron Mountain Incorporated

Manhattan Bridge Capital, Inc.

MICT, Inc.

Nano Dimension Ltd.

Office Properties Income Trust

On Track Innovations Ltd.

Oramed Pharmaceuticals, Inc.

Work highlights

  • Acting as as legal counsel to the Independent Trustees of the John Hancock Fund on, among other matters, board governance and meeting their duties and responsibilities under the federal securities law and state law.
  • Acting as legal counsel to the independent trustees of the Virtus Funds and advising the board on a variety of matters such as board governance, fund reorganizations, sub-adviser changes and disclosure matters.
  • Representing Service Properties Trust in a broad range of matters, including securities offerings, disclosure matters, stock exchange listing standards and Sarbanes-Oxley Act and Dodd-Frank Act compliance.

WilmerHale

WilmerHale has a strong pedigree for advising on the full spectrum of corporate governance issues, with it having acted for hundreds of public companies on many of their most mission-critical requirements. Clients turn to the firm for advice on anti-takeover defenses, SEC and stock exchange compliance, as well as proxy advisory firm policies, among other matters. One of the key individuals at the firm is Meredith Cross, who is praised by one client as ‘providing well balanced advice and understanding the company’s perspective.’ The practice is split between New York, Boston and Washington DC, where Knute Salhus, Jonathan Wolfman and Lillian Brown lead the team respectively. The group has a particular focus on addressing ESG risks and opportunities as well as giving disclosure advice.

Practice head(s):

Knute Salhus; Jonathan Wolfman; Lillian Brown

Other key lawyers:

Meredith Cross; Alan Wilson

Testimonials

‘The team is first class. They are brilliant, experienced, and practical colleagues. Some of the very best outside counsel I have worked with. They understand the unique aspects of my organization as a client. They are tireless in their work on our behalf.’

‘Meredith Cross and Lillian Brown are brilliant and sophisticated.’

‘The team has a lot of depth in securities law and broad experience in how companies look at securities and governance issues, which makes them better advisors. They don’t just tell you what the rules are, they tell you what the rules are intended to address, how companies apply the rules, the risks associated with different approaches, etc.’

‘Meredith Cross is extremely responsive and has become a trusted advisor to the company. She has exceptional expertise in securities law, she can provide balanced advice, and she understands the company’s perspective and interests and helps us to get to a resolution to an issue quickly.’

‘Lillian Brown is also a trusted advisor to the company and provides sound, practical and helpful advice on various matters involving securities law and corporate governance. Her advice is insightful and well reasoned.’

‘Alan Wilson is extremely dedicated and responsive. His accounting background allows him to give us great advice when it comes to more complex SEC accounting and disclosure questions and he can look at the issue from multiple perspectives.’

Key clients

Activision Blizzard

Agios Pharmaceuticals

Akamai Technologies

Analog Devices

CIRCOR International

Danaher Corporation

Discovery Communications

Editas Medicine

Generation Bio

Genpact

Huntington Ingalls Industries

Houghton Mifflin Harcourt

Kala Pharmaceuticals

Karyopharm Therapeutics

Manning & Napier

MKS Instruments

Northrop Grumman

PepsiCo

PerkinElmer

PTC Therapeutics