Ms Sandra Flow > Cleary Gottlieb Steen & Hamilton > New York, United States > Lawyer Profile

Cleary Gottlieb Steen & Hamilton
NEW YORK, NY 10006
United States


Sandra L. Flow is a partner based in the New York office. Ms. Flow’s practice focuses on capital markets and corporate governance. She has represented both U.S. and international issuers, as well as underwriters, in a variety of SEC-registered and private securities offerings, as well as domestic and cross-border listings. She has also participated in the development of new financial instruments and related offerings. Ms. Flow’s corporate governance practice includes advising companies on their disclosure obligations and compliance with the Sarbanes-Oxley Act and listing standards of the NYSE and Nasdaq. She has also advised a number of companies on issues relating to financial statement restatements. Ms. Flow frequently speaks on corporate governance and capital markets matters.


Ms. Flow joined the firm in 1995 and became a partner in 2004. From May 1997 to December 1999, she was resident in the Frankfurt office.


Ms. Flow's native language is English, and she is fluent in German and proficient in French.


Ms. Flow is a member of the Bar in New York. She is Chair of the Committee on Securities Regulation of the New York City Bar Association and is Chair of the Board of the Public Interest Law Foundation at Columbia, Inc.


Ms. Flow received a J.D. degree from Columbia Law School in 1995, and an M.B.A. degree from Columbia Business School in the same year. She received an undergraduate degree, honours, from the University of Toronto (Trinity College) in 1990. From 1989 to 1991, Ms. Flow worked at The First Mercantile Corporation, a boutique investment banking firm in Toronto, Canada specializing in foreign exchange instruments.

Lawyer Rankings

United States > M&A/corporate and commercial > Corporate governance

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

United States > Finance > Capital markets: equity offerings

Among the leading firms worldwide for capital markets’, Cleary Gottlieb Steen & Hamilton is commended for its ‘comfort with regulatory issues and anticipation of problems, which brings tremendous efficiency to complicated deals’. The New York-based team, which ‘goes above and beyond expectations to drive process and execute according to plan’, brings to bear strong expertise in private equity-related transactions and complex cross-border matters. Among the names to note, Jeffrey Karpf is ‘very strong in the equity space’; he advised Cushman & Wakefield (and its principal shareholders TPG, PAG Asia Capital and Ontario Teachers’ Pension Plan Board) on its $831m IPO. In another issuer-side highlight, Adam Fleisher (noted for his ‘unrivalled client service attitude and commercial practicality’) and Sandra Flow advised GrafTech International, and its majority stockholder, on its $525m IPO and its subsequent $460m secondary follow-on offering. On the manager front, Karpf paired up with Michael Dayan to act as product counsel to the underwriters on a $852m stock offering by Alexandria Real Estate Equities; the team also advised the forward purchasers on the transaction. Other key contacts include David Lopez and Sung Kang. Seasoned specialists Alan Beller and Leslie Silverman recently took senior counsel roles.