The corporate governance practice at Cleary Gottlieb Steen & Hamilton gives ‘practical advice’ to multinational corporations, boasting a strong track record in the technology, financial services, and healthcare sectors. In New York, Francesca Odell and Helena Grannis form the cornerstone of the practice, which covers the full spectrum of governance work, assisting clients with SEC compliance, shareholder proposals, and ESG strategy. The team is actively involved in how the clients run their companies, advising them on matters involving executive compensation, directorial appointments, financial reporting, and non-GAP financial measures. Odell is actively involved in the boardroom of major corporations, assisting them with cybersecurity protocols, crisis management, and managing activist shareholders. Grannis has a broad skill set and regularly advises clients on SEC and public disclosure obligations. Jeffrey Karpf is a commercially astute lawyer who utilizes a multidisciplinary approach in his governance work for clients such as Google. Lillian Tsu handles governance matters in multiple jurisdictions, demonstrating skill in handling proxy battlers, SEC reports, and risk management. Shuangjun Wang splits her focus between capital markets work and helping clients with their ESG strategy.
Corporate governance in United States
Cleary Gottlieb Steen & Hamilton
Practice head(s):
Francesca Odell; Helena Grannis
Other key lawyers:
Lillian Tsu; Jeffrey Karpf; Shuangjun Wang
Testimonials
‘Cleary’s Corporate Governance team provides practical advice.’
‘Jeff Karpf, Jennifer Kennedy Park and Joon Kim are experienced and provide prompt and practical advice. They are a great sounding board.’
Key clients
Albany International Corp.
Alphabet (Google)
American Express
American Tower Corporation
Annaly Capital Management
Amazon
API Group
Broadcom Inc.
Casey’s General Stores
The Clorox Company
Compass Minerals
Consolidated Edison Inc. (ConEd)
Cushman & Wakefield
Dentsply Sirona
Eastman Chemical Company
Elbit Systems
FEMSA
Fox Corporation
GlobalFoundries
The Hartford Financial Services Group
Henry Schein
Honeywell International, Inc.
Howmet Aerospace Inc.
HSBC USA
Inter & Co, Inc.
International Flavors & Fragrances (IFF)
Jeld-Wen
KBR
KKR
Lennar Corporation
Levi Strauss & Co.
LivaNova, PLC
Lowe’s Companies, Inc.
McCormick & Company
MercadoLibre
The ODP Corporation
Petrobras
Polaris
Post Holdings, Inc.
Sabre
Solventum Corporation
Sotera Health
Tronox
Tempur Sealy International
T-Mobile
TPG Inc.
Tyson Foods
Vale S.A.
Verizon Communications
Zoetis, Inc.
Work highlights
Hogan Lovells US LLP
John Beckman chairs the practice at Hogan Lovells US LLP, which is reputed for its depth of expertise in the governance area, advising both Fortune 500 and newly listed companies. The team is well-regarded for its knowledge of securities law and maintains an active presence in the retail, real estate, and life sciences sectors. It provides clients with day-to-day assistance on governance matters ranging from CEO transitions and executive compensation to internal reviews and investigations. Notably, they represented the board of directors at Abecrombie and Fitch in an internal investigation after their CEO was criminally indicted in a high-profile misconduct case. In DC Beckman is a special securities counsel to many listed companies and international law firms whilst Alan Dye is an authority in work involving the 1934 Securities Exchange Act Section 16. In Northern Virginia, Kevin Greensdale advises public and private companies on SEC compliance, M&A, and governance matters related to capital markets transactions. Weston Gaines and Catalina Santos Parkinson in Washington DC are rising stars in the team. Rupa Briggs is another key name.
Practice head(s):
John Beckman
Other key lawyers:
Kevin Greensdale; Catalina Santos Parkinson; Weston Gaines; Alan Dye
Key clients
Abercrombie & Fitch Co.
Advance Auto Parts, Inc.
Boxlight Corporation
Bristol Myers Squibb
Equifax Inc.
Grace Therapeutics, Inc. (formerly Acasti Pharma Inc.)
Labcorp Holdings Inc.
Papa John’s International, Inc.
VICI Properties Inc.
W.P. Carey Inc.
Work highlights
- Representing NYSE-listed Abercrombie & Fitch and its Board of Directors on governance matters and an internal investigation related to alleged sexual misconduct by the company’s former CEO.
- Represented Nasdaq-listed Papa John’s International, Inc. and its Board on its CEO transition, including its executive compensation arrangements and SEC disclosures related thereto.
- Represented a NYSE-listed Advance Auto Parts, Inc. and its Board of Directors with a publicly announced strategic and operational review, which resulted in a sale of its Worldpac business on November 1, 2024.
Weil, Gotshal & Manges LLP
Weil, Gotshal & Manges LLP is widely recognized as a market-leading governance practice, assisting high-profile international and domestic clients with risk and crisis management, ESG strategy, the drafting of artificial intelligence protocols, and executive compensation. The team which is jointly led by Lyuba Goltser and Howard Dicker, has a large presence in the entertainment, retail, real estate, and financial services sectors. Dicker has a background in audit and tax work, contributing to his strong record in ensuring that clients remain compliment with federal regulations. However, his expertise also extends to proxy contests, shareholder activism, and boardroom best practices. Goltser is a reference in the governance landscape, providing clients with day-to-day advice in the boardroom but also acting in a supporting advisory role during lucrative capital markets transactions. Adé Heyliger is a key member of this team, leveraging previous experience in the SEC to advise clients on legislative compliance and investigations, both from government agencies and internal sources. Kaitlin Descovich in Washington DC and Rebecca Graspas in New York add valuable strength to the bench.
Practice head(s):
Lyuba Goltser; Howard Dicker
Other key lawyers:
Ade Heylinger; Rebecca Graspas; Kaitlin Descovich
Key clients
AMC Entertainment Holdings, Inc.
The Campbell Soup Company
Cannae Holdings, Inc.
Cano Health
Dow, Inc.
Dun & Bradstreet Holdings, Inc.
The Estée Lauder Companies, Inc.
First Watch
Fidelity National Financial, Inc.
Fox Corporation
Glencore plc
The Home Depot, Inc.
IQVIA Holdings
Iron Mountain Incorporated
Jefferies Financial Group
The Kroger Co.
MarketAxess Holdings, Inc.
MGM Resorts International
Neogen Corporation
Norfolk Southern Corp.
Portillo’s Inc.
Regis Corporation
Sanofi
TPG Inc.
Warner Bros. Discovery, Inc.
WEX Inc.
Willis Towers Watson plc
Work highlights
Cahill Gordon & Reindel LLP
The ‘highly capable and versatile’ practice at Cahill Gordon & Reindel LLP assists both large listed companies and emerging private companies with the full gamut of the sector. In May 2024, the team took on 3 new partners; Lewis Cohen, Sarah Chen, and Greg Strong from DLx Law, which reflects the demand for their services in emerging tech markets that heavily deal with cryptocurrency. Aside from that, the practice assists clients in the energy, retail, and financial service industries with pre-transaction due diligence, internal investigations, and ESG strategic advice. The New York-based team is jointly led by Helene Banks , who has an M&A background, Brockton Bosson, who leverages extensive securities litigation experience, and Brian Markley who ensures clients remain compliant with DOJ and SEC regulatory guidelines. Cohen is a digital assets specialist able to advise boards on the technologization of the governance landscape whilst Brian Markley is often entrusted with litigious bet-the-company cases.
Practice head(s):
Helene R. Banks; Brockton B. Bosson; Brian T. Markley
Other key lawyers:
Lewis Cohen; Samson Enzer; Sarah Chen; Greg Strong
Testimonials
‘The team is highly capable and versatile. I’ve never pitched them a question that they couldn’t answer. They bring a creative problem-solving approach that is top in its class.’
‘Brock Bosson leads an extraordinary team of individuals who are as dedicated and responsive as any client could wish for.’
‘Cahill Gordon & Reindel LLP really cares about us and how we conduct business. They work as a team to make sure all areas of our business are covered. Since we are in the mental health space, they have done significant research to make sure we are compliant and protecting our staff and Board.
Key clients
tZERO
Brookfield Asset Management
Arch Capital Group
ICON plc
S&P Global
Walmart
WeWork
Korn Ferry
Hecate
Jack Carr
Friends of Afghanistan National Institute of Music (ANIM)
Work highlights
- Advising Brookfield on corporate governance and FCPA matters.
- Pre-acquisition FCPA diligence for Elera in connection with the acquisition of various renewable energy projects in Brazil that are in various stages of development.
- Serving as corporate governance and strategic legal counsel to Jack Carr, a former U.S. Navy SEAL who is a #1 New York Times bestselling author and the executive producer of The Terminal List, which is based on Carr’s first novel
Gibson, Dunn & Crutcher LLP
Wallgreens, Lionsgate Entertainment, and other corporations in the technology, banking, and financial services sectors rely upon the corporate governance advice of Gibson, Dunn & Crutcher LLP, from a team jointly led by Elizabeth Ising in Washington DC, Orange County’s James Maloney, and New York’s Lori Zyskowski. It is knowledgeable of securities law due to the wealth of SEC experience on its bench, and is also equipped to advise on NASDAQ/NYSE board requirements, public disclosure obligations, and the best practices for drafting governance documents. Both Zyskowski and Ising have broad skill sets and regularly advise on executive compensation and ESG protocols. New York’s Julia Lapitskaya is a key part of the team, who provides a lot of advice on 1934 Securities Exchange Act compliance to various clients whilst Aaron K. Briggs in San Francisco spends a lot of time in the boardrooms of technology and life science companies. The practice has grown recently with the addition of new partners Rosemary Spazziani from an in-house position in May 2024 and Kevin Bettseller from DLA Piper LLP (US) in May 2023.
Practice head(s):
Elizabeth (Beth) A. Ising; James J. Moloney; Lori Zyskowski
Other key lawyers:
Julia Lapitskaya; Aaron Briggs
Key clients
Pioneer Natural Resources
Independent Directors of Vista Outdoor
Various clients regarding ongoing SEC and corporate governance advice (
Hess Midstream Conflicts Committee
Corporate governance advice related to transactions: GNI/Beijing Continent Pharmaceuticals, Neurogene, Spyre Therapeutics, VMWare, Inc., Fiesta Restaurant, Smurfit WestRock, among others
Advice regarding CEO and Executive Transitions: Kraft, Xylem, Assertio, among others
Walgreens Boots Alliance, Inc.
The Special Committee of Lions Gate Entertainment
Boston Omaha Corporation
Exodus
Horace Mann School
Tattooed Chef
Work highlights
Jones Day
The corporate governance department at Jones Day focuses on activism matters for major F&B, technology, and pharmaceutical corporations. The practice is jointly led by Randi Lesnick in New York and Joel May in Atlanta, who has expertise that extends to proxy contests, internal investigations and executive compensation front. In the activism space, a notable recent achievement was the negotiation of a cooperation agreement between the board of Catalent Inc. and an activist shareholder that resulted in the appointment of 4 new independent directors. Lesnick is adept at a variety of corporate matters, focusing on M&A, ESG, and general governance issues. May spends a lot of time in the boardroom, ensuring that clients in the telecommunications, real estate, and manufacturing sectors are SEC-compliant. Andrew Levine excels in activism defense in New York and recently negotiated a cooperation and information-sharing agreement on behalf of BioMarin Pharmaceutical with an activist shareholder. Other key names in the team include Braden Mccurrach in New York, Kimberly Pustulka out of Cleveland, and Pittsburgh’s David Grubman.
Practice head(s):
Randi C. Lesnick; Joel T. May
Other key lawyers:
Andrew Levine; Braden Mccurach; Kimberly Pustulka; David Grubman
Key clients
Board of Directors of Catalent Inc.
Hanesbrands Inc.
The Aaron’s Company
Board of Directors of BioMarin Pharmaceutical Inc.
Board of Directors of UL Standards & Engagement
GrafTech International Ltd.
Matthews International Corporation
Work highlights
Latham & Watkins LLP
Latham & Watkins LLP’s broad and varied corporate governance clientbase encompasses large publically traded companies, advising boards 0n SEC regulatory compliance, ESG program development, internal elections, and government investigations. The team is particularly active in the financial sector, representing the Bank of America, Citibank, and JP Morgan. Keith Halverstam is a key figure in the New York team, noted for his skills in crisis management and securities reporting. Jenna Cooper predominantly works with companies listed on NASDAQ and NYSE that operate in a variety of sectors. She excels at working on sec reports, proxy contests, and overseeing the internal control of financial reporting. In Washington DC Joel H. Trotter, Alexander F. Cohen, and Julia Thomson add invaluable knowledge of the ever-changing securities and governance landscape.
Practice head(s):
Keith L. Halverstam; Jenna B. Cooper;Alexander F. Cohen; Joel H. Trotter; Charles K. Ruck|Partner; Ian D. Schuman; Stelios G. Saffos; Colleen C. Smith; Maj Vaseghi
Other key lawyers:
Joel Trotter; Julia Thomson; Alexander Cohen
Key clients
Bioxcel
bluebird bio
Ericsson
Electric Last Mile Solutions
FuboTV
JetBlue
JP Morgan
Kimco Realty
Omnicom
Oscar Health
Rivian
Syneos
The Container Store
Vertex
Zeta Global Holdings
Barclays
Bank of America
Work highlights
- Advises BioXcel on all aspects of its most critical governance challenges as it works to develop and seek approval of next-level drug design.
- Advises bluebird in all aspects of its corporate governance and SEC compliance, including board process, director independence, corporate governance policies and procedures, oversight of internal control over financial reporting, auditor independence, related person transaction disclosure and compliance, and securities trading compliance and reporting.
- Advised JetBlue on updating its approach to disclosure and proxies; managing the transition to a new CEO and new general counsel; negotiating and implementing an agreement with activist investor, Carl Icahn; and negotiating with investor, Vladimir Galkin.
Mayer Brown
Anna Pinedo leads the team at Mayer Brown, which is active in the financial services, biotechnology, and banking sectors, advising on a wide range of matters which range from drafting proxy statements to ensuring clients remain Sarbanes Oxley and Dodd-Frank compliant. It leverages an international network of lawyers and the regulatory background of much of the practice to ensure public companies abide by the relevant exchange rules whilst also continuing to work with private corporations pre-IPO on best governance practices. Pinedo works out of New York, advising financial institutions, REITS, and life sciences companies on the full range of governance matters. The practice is bolstered by the recent addition of SEC alumni Jennifer Zepralka and Kimberly Hamm, strengthening the team’s capabilities when advising on regulatory issues and securities law. Jason Parsont recently arrived from Clifford Chance in September 2024 and has extensive equity and debt markets experience, introducing an interdisciplinary approach to his work. Together alongside Brian Hershberg, Camilla Panama, and Paul Theiss in New York, the team ‘come up with pragmatic advice which also shows a deep understanding’ of the client’s business and the governance landscape.
Practice head(s):
Anna Pinedo
Other key lawyers:
Jennifer Zepralka; Kimberly Hamm; Jason Parsont; Brian Hershberg; Camilla Panama; Paul Theiss; David Bakst
Testimonials
‘The Mayer Brown team is very flexible and willing to come up with pragmatic advice which also shows a deep understanding of our business and the needs of that business. They are able to provide both US and EU/UK advice to us which enables a more global response to be provided.’
‘Dave Bakst is very easy to work with. He is clear and concise in his advice and always meets timelines, even when challenging. He shows a keen interest in the business and we feel that he is working with us rather than against us or just as a legal adviser. He has deep knowledge in the corporate governance space.’
‘I have worked with Dave Bakst and his team. Dave is a practical and commercial lawyer and manages his team effectively. He and is team are also very responsive. Their billing is competitive.’
‘Dave Bakst is a stand out partner. Dave is a practical and commercial lawyer and manages his team effectively. He is highly knowledgeable and very responsive. A great lawyer to work with on SEC Reporting matters.’
Key clients
Dynex Capital
Prologis, Inc.
Great Ajax Corp.
Assured Guaranty
Oak Valley Bancorp
Adaptimmune Therapeutics plc
Mereo BioPharma Group plc
InMode Ltd.
Protalix Biotherapeutics Ltd.
Profire Energy
Vestis Corporation
GATX Corp.
Distribution Solutions Group
Work highlights
White & Case LLP
The practice at White & Case LLP is chaired by Gary Kashar in New York, which provides governance support to corporations such as Shutterstock, The Hertz Corporation, and Gogo Inc. The scope of the team’s work is quite broad, they advise clients on regulatory compliance, public company disclosure obligations, and shareholder engagement. Amongst a team of ‘very bright, emotionally intelligent lawyers’, Maia Gez has been praised for ‘her exceptional ability to combine in-depth legal expertise with a strategic, client-focused approach’ which is evidenced by her work with Critical Metals Corp, where she led the governance work for a newly listed company which included ongoing board training on best practices and advice on cybersecurity protocols. Scott Levi mixes capital market experience with deep knowledge of federal securities regulation, he regularly advises clients on compliance with the 1934 Securities Exchange Act, looking at section 13(d) and 16 in particular.
Practice head(s):
Gary Kashar
Other key lawyers:
Scott Levi; Maia Gez
Testimonials
‘Our W&C team is always available any time issues come up. They understand our business and our historical preferences and factor those in when tailoring a solution. They are a great partner to our team. ’
‘We mostly work with Maia Gez and she has been a massive help on all things governance-related. She is quite knowledgeable and can quickly get us the answers we need.’
‘Very bright, emotionally intelligent lawyers. Great bedside manner and guide you to a practical solution.’
‘Maia Gez’s team stands out for its expertise in corporate governance, U.S. law, and strong familiarity with Israeli law, enabling them to navigate complex legal systems seamlessly. They excel in engaging clients at all levels, from entry-level staff to CEOs, with strong communication and adaptability. Their approach combines legal knowledge with practical solutions to address complex issues effectively.
‘Maia Gez stands out for her exceptional ability to combine in-depth legal expertise with a strategic, client-focused approach. What truly sets her apart is her unique proficiency in both U.S. securities law and very strong familiarity with Israeli law, which enables her to navigate complex, cross-border legal challenges seamlessly. Her deep understanding of corporate governance and strategic thinking provides clients with tailored, high-value insights that drive organizational success.’
Work highlights
Akin
Akin is particularly active in the energy sector, advising domestic and international corporations on management changes, shareholder proposals, disclosure obligations, and activism matters. Led by Kerry E Berchem in New York, the practice is also equipped to advise on ESG work, Sarbanes-Oxley compliance, board reviews, and internal investigations. Berchem is hailed as an ‘exceptional leader’ and regularly advises private and public companies on the full spectrum of governance matters. Alongside her, Dan Fisher focuses on issues that will arise after a company goes through restructuring under Chapter 11. Garrett DeVries in Dallas works on IPOs, mergers, and stock acquisitions, leveraging his corporate finance background into his governance work whilst Houston’s John Goodgame focuses on SEC compliance for clients predominantly in the oil & gas sector.
Practice head(s):
Kerry Berchem
Other key lawyers:
John Goodgame; Garrett Devries; Dan Fisher
Testimonials
‘Kerry Berchem is an exceptional leader. She has become our trusted counselor in all legal matters.’
Key clients
Diamondback Energy, Inc.
Enterprise Products Partners LP
EOG Resources, Inc.
Fossil Group
Greenlight Capital Re, Ltd.
Mammoth Energy Services, Inc.
MRC Global
Rattler Midstream LP
Sorenson Holdings LLC
Tellurian Inc.
Viper Energy Partners LP
Vital Energy (formerly Laredo Petroleum, Inc.)
Work highlights
DLA Piper LLP (US)
DLA Piper LLP (US) is active across the retail, pharma, and technology sectors, demonstrating a strong track record in developing artificial intelligence and cyber security protocols for domestic and international corporations. The practice is jointly led by Era Anagosti in Washington DC and New York’s Joshua Kaufman. Their team is adept at ensuring that clients remain compliant with SEC and other federal requirements, whilst simultaneously helping them develop anti-takeover measures, prepare periodic reports, and introduce best ESG practices. Anagosti’s SEC background helps clients remain federally compliant and she is equipped to advise on the full spectrum of governance matters. Sanjay Shirodkar in Washington DC, Seattle’s Andrew Ledbetter, and Austins John Gilluly are other key members of this practice. Stephen Wortley is also a key name.
Practice head(s):
Era Anagnosti; Joshua Kaufman
Other key lawyers:
Sanjay Shirodkar; Andrew Ledbetter; John Gilluly
Key clients
QUALCOMM Incorporated
Philip Morris International, Inc.
Pfizer Inc.
Analog Devices
ResMed, Inc.
Lululemon Athletica
Paylocity Corporation
SolarWinds Corporation
Progress Software Corporation
Maxeon Solar Technologies, Ltd.
Work highlights
- Advising Pfizer Inc. (NYSE: PFE), one of the world’s premier biopharmaceutical companies, on a full range of SEC advisory, corporate governance, and disclosure matters, including interpretive questions relating to the application of US GAAP principles, Exchange Act reporting, cybersecurity events, and new SEC rule proposals and amendments.
- Advises Qualcomm (NASDAQ: QCOM), a leading global technology company, on the full range of SEC advisory and corporate governance matters, including executive compensation, cybersecurity, ESG, anti-takeover measures, and proxy contests.
- Advising Analog Devices, Inc. (NASDAQ: ADI), an original equipment manufacturer and a global semiconductor leader, on SEC reporting and compliance, and corporate governance matters.
Goodwin
Goodwin is jointly led by Jonathan Hecht and Dave Lynn in Washington DC, serving listed companies with public disclosure obligations alongside board assistance, executive compensation, and broader governance advice. The practice is very active in the F&B, energy, and industrial manufacturing markets. Recently, the team advised UDR, an S&P 500 real estate trust, on the public offering of $300m of medium-term notes, assisting them with their disclosure obligations. Lynn, a November 2024 arrival from Morrison Foerster, is well-versed in SEC protocols, having helped draft the federal rules on executive compensation. Hecht’s federal background contributes to his reputation as a reference in the area of government investigations. In San Francisco, Karen Ubell introduces an interdisciplinary approach to her governance advice, advising clients on their obligations whilst dealing with digital assets such as NFTs, blockchains, or cryptocurrencies.
Practice head(s):
Jonathan Hecht; Dave Lynn
Other key lawyers:
Folake Ayoola; Karen Ubell
Testimonials
‘In the world of technology investing there are only a few choices that come to mind. We chose and continue to work with Goodwin based on their collaboration across teams, their tech-centric approach, and their flexibility and reliability. They are amazing and we recommend them to all of our portfolio companies.’
‘Mostly, the expertise and domain-specific understanding is what stands out. Several of the partners and junior staff have significant and necessary experience in the categories we operate in. It is beyond valuable that they can help us not make unforced errors, give tactical advice based on prior experience, and think broader than their core areas.’
Key clients
UDR, Inc. (NYSE: UDR)
Constellation Energy Corporation (Nasdaq: CEG)
The Chemours Company (NYSE: CC)
Vontier Corporation (NYSE: VNT)
MP Materials Corp. (NYSE: MP)
J & J Snack Foods Corp. (Nasdaq: JJSF)
Work highlights
Kirkland & Ellis LLP
Kirkland & Ellis LLP is active in all facets of the evolving corporate governance landscape in the United States, utilizing the multi-disciplinary skillset of the team to advise on ESG measures, proxy contests, shareholder activism, and internal investigations. The firm is very active in the transportation, pharmaceutical, and hospitality sectors, boasting Boeing, Immunotech, and Six Flags as long-term clients. The practice incorporates broad expertise and market reach. In New York, Sophia Hudson has extensive experience in capital markets working on IPOs, private equity work, and general corporate governance in international and domestic deals. Working alongside her, Shaun Mathew excels at crisis management and defending clients from activist investors and shareholders. Chicago’s Mark Filip and Evan Johnson in New York add valuable expertise to the team.
Other key lawyers:
Sophia Hudson; Shaun Mathew; Mark Filip; Evan Johnson
Testimonials
‘Mackenzie Drutowski and Alexandra Farmer are practical advisors who have a strong sense of the market when it comes to ESG, including EU taxonomy reporting, net zero ambitions and SBTI.’
‘Mackenzie Drutowski and Alexandra Farmer are helpful, responsible, knowledgeable and quick to respond. They collaborate and understand the competing business needs and are able to provide relevant, targeted advice.’
Key clients
AIM ImmunoTech (NYSE AM: AIM)
The Boeing Company (NYSE: BA)
Clear Channel Outdoor Holdings, Inc (NYSE:CCO)
CrowdStrike Inc. (NASDAQ: CRWD)
Cushman & Wakefield plc (NYSE: CWK)
El Pollo Loco Holdings, Inc. (NASDAQ: LOCO)
Eli Lilly and Company (NYSE: LLY)
Fox Corporation (Nasdaq: FOX, FOXA)
Ferguson (NYSE: FERG; LSE: FERG)
HanesBrands Inc. (NYSE: HBI)
Six Flags Entertainment Corporation (NYSE: SIX)
Southwest Airlines Company (NYSE: LUV)
Stanford University, Board of Trustees
Wyndham Hotels & Resorts (NYSE: WH)
Work highlights
- Advised Southwest Airlines Co. (NYSE: LUV), one of the world’s most admired and awarded airlines, in successfully resolving Elliott Management’s unprecedented special meeting proxy fight seeking to replace Southwest’s CEO and majority of its board.
Morgan, Lewis & Bockius LLP
Morgan, Lewis & Bockius LLP works with several public companies across the fashion, technology, and healthcare sectors, showcasing expertise in securities law, due to a stock of SEC alumni making up its ranks. The practice is jointly led by Celia Soehner, a capital market specialist who advises on the full range of governance matters, and Joanne Soslow, who regularly serves boards as outside counsel, focusing on the biotech, energy, and telecoms sectors. Rahul Patel joined the firm in October 2024 from Davis Polk & Wardwell LLP.
Practice head(s):
Celia A. Soehner; Joanne R. Soslow
Other key lawyers:
Leland Benton; Laurie Cerveny; Justin Chairman; Erin Martin
Key clients
23andMe, Inc.
Abercrombie & Fitch Co.
Agile Therapeutics, Inc.
Alpha and Omega Semiconductor Limited
American Eagle Outfitters, Inc.
American Water Works Company, Inc.
BGC Group, Inc.
Bright Horizons Family Solutions, Inc.
Cencora, Inc. (f/k/a AmerisourceBergen)
COPT Defense Properties
Cross Country Healthcare, Inc.
Designer Brands
Egetis Therapeutics AB
enGene Holdings, Inc.
EQT Corporation
First Energy Corp.
Freshpet, Inc.
GCT Semiconductor Holding, Inc.
Howard Hughes Holdings
MEI Pharma
Newmark Group, Inc.
Pearson plc
Prelude Therapeutics, Inc.
Publix Super Markets, Inc.
Selective Insurance Group, Inc.
Sprouts Farmers Market, Inc.
The New York Times Company
Traws Pharma, Inc.
United Microelectronics Corporation
Wayfair, Inc.
Work highlights
- Representing Abercrombie & Fitch Co. as company counsel with respect to (1) SEC periodic reporting obligations, including Form 10-K and proxy statement matters, (2) routine and discrete executive compensation questions; (3) registration statements made with the SEC under the Securities Act of 1933, as amended; (4) corporate governance matters, and (5) ESG and sustainability advisory matters.
- Representing American Water Works Company, providing advice on corporate governance matters including, advice to the board and various board committees on a variety of corporate governance issues as they arise and annual review of corporate governance guidelines, policies, committee charters, insider trading, and other company policies,
- Representing The New York Times Company with respect to, among other matters: (1) SEC reporting and ongoing disclosure; (2) corporate governance, and (3) director and executive compensation.
Sullivan & Worcester LLP
The growing corporate governance practice at Sullivan & Worcester LLP does a lot of work with funds but also is active in the healthcare, energy, and biotechnology sectors. The practice is heavily involved in the governance matters brought forward by John Hancock Insurance funds assisting independent directors and the board with risk management, beneficial cyber security protocols, and the satisfaction of fiduciary duties. Department head Nicole Crum has a wealth of investment management experience and handles the full spectrum of governance matters from the Washington DC office. Boston’s Howard Berkenblit is a capital markets specialist and frequently acts during IPOs and private placements to ensure that clients remain SEC and Sarbanes-Oxley compliant. In DC, David Leahy works predominantly with various investment and insurance funds, focusing on matters relating to the 1933 Securities Act and 1934 Securities Exchange Act. New York’s Domenick Pugliese, DC’s David Mahaffey, and John Chilton round out the leadership group.
Practice head(s):
Nicole M. Crum
Other key lawyers:
Howard Berkenblit; David Leahy; Domenick Pugliese; David Mahaffey; John Chilton
Key clients
Carlyle Secured Lending III Fund
Independent Trustees of the John Hancock Funds, including John Hancock Variable Insurance Trust, John Hancock Funds II, John Hancock Funds III and John Hancock Closed-End Funds
Manulife/John Hancock Funds: Hancock GA Mortgage Trust, John Hancock Senior Loan Trust, Manulife Private Client Credit Fund
Manulife/John Hancock Alternatives Funds: John Hancock Asset-Based Lending Fund, Manulife Private Credit Plus Fund, John Hancock Asset-Based Securities Fund
Independent Trustees of the Pacific Select Fund and Pacific Funds Series Trust
Independent Directors of the Legg Mason Closed-End Funds
Independent Trustees of the Virtus Mutual Funds and Virtus Variable Insurance Trust
Independent Trustees of the Matthews Asia Funds
Advisors Series Trust and their Independent Trustees
Professional Managed Portfolios and their Independent Trustees
Corebridge VALIC Retirement Funds and their Independent Directors
Ultimus Managers Trust and its Independent Trustees
DarioHealth Corp (Nasdaq: DRIO)
Diversified Healthcare Trust (Nasdaq: DHC)
Iron Mountain Incorporated
Nano Dimension Ltd. (Nasdaq: NNDM)
Pluri Inc. (Nasdaq: PLUR)
The RMR Group Inc. (Nasdaq: RMR)
SciSparc Ltd. (Nasdaq: SPRC)
Service Properties Trust (Nasdaq: SVC)
PolyPid Ltd. (Nasdaq: PYPD)
Brenmiller Energy Ltd. (Nasdaq: BNRG)
Work highlights
- Advising Independent Trustees of the John Hancock Funds, which is a fund group of retail and variable insurance open-end funds and closed-end funds sponsored by John Hancock, one of the world’s largest insurance company groups (with 191 funds and $252 billion in assets under management).
- Advising the Virtus Mutual Funds, Virtus Variable Insurance Trust, and Virtus Closed-End Funds. The Virtus Funds are a group of retail and variable insurance open-end funds and closed-end funds managed by Virtus Investment Advisers, Inc. and its affiliates.
- Ongoing corporate governance advice to Service Properties Trust (Nasdaq: SVC), a public REIT that owns hotels and travel centers.
Cooley LLP
The growing corporate governance practice at Cooley LLP specializes in assisting boards of established publicly traded corporations and private companies preparing for their IPO. The practice works with high-profile clients such as NVIDIA and Zoom, advising on best board practices, institutional investor voting policies, and SEC compliance. The team is led by San Francisco’s David Peinsipp alongside New York’s Beth Sasfai and Brad Goldberg. Goldberg excels at ensuring clients remain in accordance with securities law and the rules of exchange listings whilst Safsai works with both domestic and international clients with ESG regulations, risk management, and stakeholder management.
Practice head(s):
David Peinsipp; Beth Sasfai; Brad Goldberg
Other key lawyers:
Joe Avina; Chadwick Mills; Sarah Sellers; Eric Jensen
Key clients
NVIDIA
Snowflake
Rubrik
Instacart
Zoom
Confluent
Dutch Bros, Inc.
C3.ai
Everbridge
Vivid Seats
ACELYRIN
Jazz Pharmaceuticals
Geron Corporation
Cerus Corporation
Eagle Pharmaceuticals
Rigetti Computing
Y-mAbs Therapeutics
Work highlights
- Representing Rubrik in ongoing corporate governance matters, advising on the technical and tactical aspects of corporate governance, best practices for boards and committees, securities laws, stock exchange corporate governance standards, proxy advisory firm and institutional investor voting policies, bylaws, and other governance documents and policies, shareholder engagement strategies, shareholder proposals, board and committee meeting attendance, SEC disclosures, and ESG and sustainability matters.
- Representing Instacart in ongoing corporate governance matters, advising on the technical and tactical aspects of corporate governance, best practices for boards and committees, securities laws, stock exchange corporate governance standards, proxy advisory firm and institutional investor voting policies, bylaws, and other governance documents and policies, shareholder engagement strategies, shareholder proposals, board and committee meeting attendance, SEC disclosures, and ESG and sustainability matters.
- Represented Jazz Pharmaceuticals for over a decade and continues to represent the company in ongoing corporate governance and corporate securities work, advising on the technical and tactical aspects of corporate governance best practices for boards and committees, securities laws, stock exchange corporate governance standards, proxy advisory firm and institutional investor voting policies, bylaws and other governance documents and policies, shareholder engagement strategies, shareholder proposals, and SEC and disclosure.
Davis Polk & Wardwell LLP
In New York, Ning Chiu forms the bedrock of Davis Polk & Wardwell LLP‘s team, advising leading publically traded companies such as FedEx, General Electrics, and Pfizer on the full spectrum of governance matters, responding to issues brought forward by regulatory changes or activist investors. Chiu is a reference in the area of corporate governance, assisting companies, regardless of their size, on internal investigations, shareholder proposals, proxy advisory services, and ESG protocols.
Practice head(s):
Ning Chiu
Key clients
Comcast
FedEx
General Dynamics
GoDaddy
Leidos
Murphy Oil
Pfizer
SS&C
Texas Instruments
Ventas
Work highlights
Debevoise & Plimpton LLP
Debevoise & Plimpton LLP utilizes a multidisciplinary strategy in its corporate governance practice, bringing leading corporate lawyers and industrial experts into the team, led by William Regner and Maeve O’Connor out of New York. It handles matters for clients in a variety of industries but is particularly involved in the investment and insurance sectors. O’Connor’s experience extends to securities litigation and ensuring that clients remain regulatory compliant in their AI practices. Regner is well-regarded in the telecommunications and financial sectors, working with public companies on risk management, the structuring of board proposals, and damage control post-crisis. Gordon Moodie joined the firm in September 2024.
Practice head(s):
William D. Regner; Maeve O’Connor
Other key lawyers:
Susan Gittes; Eric Juergens
Key clients
Match Group
Warner Music Group
SiriusXM Special Committee
New York REIT
MBIA
Work highlights
- Representing the Special Committee of Directors of Match Group in litigation pending in the Delaware Court of Chancery stemming from spin-off of Match Group from IAC/Interactive.
- Representing SiriusXM Special Committee to ensure alignment with the MFW guidelines.
- Representing the independent directors of a New York REIT, guiding them through a catalog of challenges, including responding to two activist investor campaigns, conducting an RFP to replace the REIT’s external manager, adopting a liquidation plan, and executing much of it ahead of the pandemic, and overseeing the delisting of the REIT from the New York Stock Exchange.
Jones Walker LLP
Jones Walker LLP ‘demonstrates a deep understanding of the complexities involved in corporate governance’, serving both growing and listed public companies with SEC public disclosure obligations, shareholder management, and proxy contests. In Baton Rouge, Alexandra Clark Layfield is active in a variety of sectors, possessing experience in securities law and capital market transactions. Corporate security specialist Clinton Hansford Smith is based in New Orleans and works on matters arising out of stock issuance and acquisition. Smith and Layfield spearhead the practice. Kelly Simoneaux‘s work focuses on executive compensation.
Practice head(s):
Alexandra Clark Layfield; Clinton Hansford Smith
Other key lawyers:
Kelly Simoneaux; Kenneth Najder; Dione Rousseau; Victoria Bagot; Thomas Kimball
Testimonials
‘Jones Walker’s corporate governance practice is exceptional, delivering top-notch service and invaluable counsel and support to their clients. Their team demonstrates a deep understanding of the complexities involved in corporate governance, providing clients with insightful and strategic advice. They are known for their proactive approach, ensuring that companies not only comply with regulations but also adopt best practices that enhance their overall governance framework.
The firm’s expertise is diverse and spans a wide range of industries, allowing them to tailor their services to meet the unique needs of each client. Their commitment to excellence is evident in their thorough and meticulous work, which helps clients navigate the evolving regulatory landscape with confidence.’
‘Jones Walker’s corporate governance team is responsive and dedicated. The team is always available to address concerns and provide guidance, making them a trusted partner in corporate governance matters. Their ability to anticipate potential issues and offer practical solutions sets them apart in the field.’
‘I would like to highlight two key members of Jones Walker’s corporate governance practice – Victoria Bagot and Alex Layfield. I refer to these two talented attorneys as my “dream team.” Their collaboration and team-oriented approach to client service is unrivaled.’
‘In the area of corporate governance, Victoria Bagot advises our company (and many others) on disclosure and reporting requirements of securities laws and capital markets, and regularly reviews annual, quarterly, and current reports, proxy statements, and other SEC filings. She coordinates periodic reviews and compliance with internal company policies such as insider trading policies and ethics and business conduct policies. Victoria’s work ethic and dedication are unparalleled. She is articulate, proactive, reliable, and committed to excellence.’
‘Alex Layfield is a partner in the Corporate Practice Group and co-leads the firm’s corporate, securities, and executive compensation team which has been instrumental in driving the firm’s success and maintaining its reputation for excellence. As a co-leader, Alex fosters a collaborative and inclusive team environment. Her mentorship and support have empowered team members to excel in their roles and contribute to the firm’s overall success.’
Key clients
Freeport-McMoRan Inc.
Lumen Technologies, Inc.
Cal-Maine Foods Inc.
Peoples Financial Corporation
Catalyst Bancorp, Inc.
Investar Holding Corporation
Stratus Properties Inc.
Special Committee of the Board of Directors of Via Renewables
Orion Group Holdings, Inc.
Gulf Island Fabrication, Inc.
Arq, Inc.
Globalstar, Inc.
onsemi
Pool Corp
ServisFirst Bank
Red River Bank
Southern States Bancshares, Inc.
Parke Bancorp
Norwood Financial Corp.
Conrad Industries, Inc.
Pinnacle Bancshares, Inc.
Janney Montgomery Scott, LLC
Work highlights
- Advising Janney Montgomery Scott LLC as lead book-running manager and the several underwriters in the $81.1 million initial public offeringof Class A Common Units of Peak Resources LP, a Delaware limited partnership.
- Assisted the management and the board of directors of the Peoples Financial Corporation (OTCMKTS: PFBX) with its 2024 Annual Meeting of Shareholders where an activist shareholder conducted a proxy contest to elect an alternative nominee for director.
- Represented Lumen Technologies, Inc. (NYSE: LUMN) and its principal financing subsidiary in connection with eight cash tender offers to purchase approximately $950 million aggregate of their senior unsecured notes, including an extension and repricing of two series of the notes subject to the tender offers.
Morrison Foerster
In Washington DC, Scott Lesmes chairs the practice at Morrison Foerster, which leverages extensive government and corporate finance sectors to assist clients with SEC compliance, ESG best practices, risk management, and shareholder management. Lesmes, a former in-house securities attorney, introduces a multidisciplinary approach to his governance work. Strengthening the practice in DC, DOJ alumn Brandon Van Grack focuses on internal investigations and crisis management, whilst Ryan Adams is a reference in securities regulation.
Practice head(s):
Scott Lesmes
Other key lawyers:
Brandon Van Grack; Ryan Adams;
Key clients
Planet Labs, Inc.
Mozilla Foundation
Recology, Inc.
Coinbase Inc.
Unisys Corporation
Arm Holdings
Boyd Gaming
The Federal National Mortgage Association (Fannie Mae)
LendingClub Corporation
McKesson Corp.
The Chemours Company
Raymond James Financial
Centuri Holdings, Inc.
AKA Brands Holding Corp.
Work highlights
- Assisted Planet Labs in its conversion to a Public Benefit Corporation (PBC), providing guidance on the legal and governance requirements to align its corporate structure with its commitment to social and environmental impact.
- Represented the Mozilla Foundation in connection with structuring and governance related to ownership by nonprofit, as well as investments and establishment of new platforms for investments in ethical tech companies.
- Providing enforcement and regulatory advice to Coinbase, a Nasdaq-traded company operating a digital assets exchange platform.
Orrick, Herrington & Sutcliffe
Orrick, Herrington & Sutcliffe‘s capital markets practice is led by Albert Vanderlaan out of the Boston office, and is active in the tech, artificial intelligence, financial, and biotech sectors. Vanderlaan works with a variety of public and private companies on governance issues relating to corporate transactions. In San Francisco, JT Ho focuses on public companies, helping them with shareholder activism, executive compensation, and remaining compliant with federal regulations whilst Bill Hughes advises on securities offerings, Securities Act 1934 compliance, and insider trading policies.
Practice head(s):
Albert Vanderlaan
Other key lawyers:
JT Ho; Bill Hughes
Key clients
Local Bounti Corporation
Serve Robotics Inc.
Work highlights
- Advising Local Bounti Corporation (NYSE: LOCL), a controlled environment agriculture company, in connection with public company reporting, corporate governance, and complex governance issues relating to transactional and debt financing matters.
- Advising Serve Robotics Inc. (NASDAQ: SERV), a California-based company that develops next-generation robots for last-mile delivery services, in connection with public company reporting, corporate governance, and complex governance issues relating to transactional and litigation matters.
Sidley Austin LLP
Sidley Austin LLP is ‘very well versed in current best practice and developing trends in the Board Governance arena’, assisting market-leading technology, telecommunications, and financial corporations, helping the client satisfy their fiduciary duties as well as ensuring that they remain Sarbanes-Oxley and Dodd-Frank Compliant. The practice is jointly led by Holly Gregory in New York, who excels at dealing with problems raised by activist investors, proxy contests, and CEO transitions, alongside Chicago’s John Kelsh , a public company specialist who focuses on ensuring that clients abide by the relevant securities law and regulation, implementing best practices for the boards to follow.
Practice head(s):
Holly J. Gregory; John P. Kelsh
Other key lawyers:
Sonia Gupta Barros; Paul L. Choi
Testimonials
‘Sidley provides helpful perspective from working with many F500 Boards across a number of different issues and opportunities. They are also very well-versed in current best practices and developing trends in the Board Governance arena. We have specifically brought them on board to help us develop the right future-facing strategy for Board refreshment/recruitment, Board and Committee evaluations, and general perspective across a number of other areas.’
‘Holly Gregory is a balanced expert in all areas that we have explored with Sidley. She integrates the company’s issues, opportunities, and priorities easily and provides guidance and perspective. She delineates in her POV between what is crucial and/or best practice vs. what is merely advisable, given the circumstances. She helps the Board take into account several factors so that we can make the best-informed decisions.’
Key clients
Columbia University and Columbia University Irving Medical Center
Telephone and Data Systems, Inc.
Work highlights
Simpson Thacher & Bartlett LLP
Simpson Thacher & Bartlett LLP is extremely knowledgeable regarding trends and best practices’ in the corporate governance space, advising clients on public disclosure obligations, securities law, shareholder proposals, and executive compensation. The team, which is led by Karen Hsu Kelley in New York, has a strong track record in the investment, real estate, and banking sectors. Hsu is ‘an outstanding lawyer’ who excels at advising public companies on their regulatory and stock exchange obligations. James Raap joined from Skadden, Arps, Slate, Meagher & Flom LLP in August 2024 whilst Jennifer Nadborny retired in September 2024.
Practice head(s):
Karen Hsu Kelley
Testimonials
‘The Simpson team provides exceptional legal advice and has done so for many years. The team is extremely knowledgeable regarding trends and best practices. They respond in a very timely matter and often well ahead of any deadline we have asked for comments/response.’
‘I value working with Karen Hsu Kelley. She is an outstanding lawyer who gives practical and well reasoned advice. She is extremely knowledge of precedents and trends. We often ask questions that are outside the box and Karen knows or finds the answer.’
Key clients
American Electric Power
Alight, Inc.
Amneal Pharmaceuticals
Aramark
Ashton Woods
Avianca
Bentley Systems
Best Buy
Blackstone, Inc.
Brightview Holdings
Bumble
Caterpillar
The Carlyle Group
CAVA
Cigna
Cohen and Steers
Cooper Standard
Dillard’s
Despegar
Ducommun
Evercore
Finance of America Companies
First Advantage
Flutter Entertainment
Frontdoor
Gates Industrial Corporation
Global Blue
Herc Rentals
Hilton Worldwide Holdings
Hovnanian Enterprises
Ingersoll-Rand
Invitation Homes
KKR Real Estate Finance Trust
Kyndryl
Laureate Education
LivaNova
Mr. Cooper Group
National Vision Holdings Inc.
New York Community Bank
Oaktree Real Estate Income Trust
PJT Partners
Radius Recycling
United Parks & Resorts
Sirius XM Radio
Summit Materials
TaskUs
Taylor Morrison
The Toronto-Dominion Bank
The Travelers Companies
Ubiquiti Networks
Weight Watchers International
Work highlights
- Represented Frontdoor, Inc. in connection with public company matters and governance and disclosure considerations, in its announced $585 million agreement to acquire 2-10 Home Buyers Warranty.
- Represented Flutter Entertainment plc in connection with public company matters and governance and disclosure considerations related to its additional listing of ordinary shares on the New York Stock Exchange under the ticker symbol “FLUT.”
- Represented Sirius XM Holdings Inc. (NASDAQ: SIRI) in connection with public company matters, governance, and disclosure considerations related to its combination of SiriusXM with Liberty Media’s Liberty SiriusXM tracking stock group (NASDAQ: LSXMA, LSXMB, and LSXMK).
WilmerHale
Boston’s Johnathan Wolfman and Lillian Brown in Washington DC jointly lead the corporate practice group at WilmerHale, which assists the Coca-Cola Group, the Danaher Corporation, and several other publically traded corporations with their corporate governance matters. The practice has a securities and regulation focus and assists clients with cybersecurity breaches, SEC compliance, and internal investigations. Brown has significant experience working on ESG protocols, shareholder proposals, and activism. Alex Bahn, Meredith Cross, and Alan Wilson strengthen the practice in Washington DC whilst Liz Graffeo works out of the firm’s Denver office.
Practice head(s):
Johnathan Wolfman; Lillian Brown
Other key lawyers:
Alex Bahn; Alan Wilson; Liz Graffeo; Meredith Cross
Key clients
Agios Pharmaceuticals
Akamai Technologies, Inc.
Casella Waste Systems
Choice Hotels International, Inc.
Danaher Corporation
Editas Medicine
Generation Bio Co.
Genpact
Kala Bio
Karyopharm Therapeutics
MKS Instruments, Inc.
Northrop Grumman
PTC Therapeutics
Revvity, Inc.
The Coca-Cola Company
Skyworks Solutions, Inc.
State Street Corporation
Thermo Fisher Scientific