Freshfields is adept at guiding clients through corporate governance issues in the US, assisting from early stages of a company's lifecycle to pre-IPO and future growth. The team has broad regulatory expertise and often assists clients in IPOs with SEC processes, investigations and enforcement issues. On the ESG side, the firm advises clients on the current landscape for ESG issues and helps companies review ESG policies and practices to stay in line with new SEC reporting implications. The practice is also well-versed in boardroom strategy, proxy season considerations, crisis and risk management as well as shareholder engagement and activism. Pamela Marcogliese and Elizabeth Bieber co-lead the team from New York. Bieber is sought out for her longstanding experience handling shareholder activism, shareholder engagement and governance issues. Marcogliese excels in public and private company governance as well as capital market transactions.
Corporate governance in United States
Freshfields
Responsables de la pratique:
Pamela Marcogliese; Elizabeth Bieber
Cleary Gottlieb Steen & Hamilton
The corporate governance team at Cleary Gottlieb Steen & Hamilton is engaged by boards, committees, management, shareholders and companies for advice on corporate governance issues, such as board operations, director responsibilities, and shareholder relations. The group combines the expertise of the firm's captial markets, M&A, executive compensation, activism, tax and enforcement practices to fully assist clients. It aids clients with SEC reporting responsibilities, disclosures, governance charters and policy drafting as well as shareholder matters. Francesca Odell spearheads the team in New York and leads on corporate governance and reporting matters, advising boards of directors and management. Jeffrey Karpf focuses on board structure issues and board practices, while co-head Helena Grannis is the go-to for corporate advisory issues, often handling sensitive issues such as emergency succession matters and shareholder engagement. The team was recently strengthened with the arrival of J.T. Ho from Orrick, Herrington & Sutcliffe who resides in San Francisco. He focuses on advising public companies and boards on corporate governance, shareholder activism and securities reporting.
Responsables de la pratique:
Francesca Odell; Helena Grannis
Autres avocats clés:
Jeffrey Karpf; Lillian Tsu; Jennifer Kennedy Park; Joon Kim; Natalia Rezai; J.T. Ho
Les références
‘Team is business-minded and bases their advice on the company and business.’
‘Jennifer Kennedy Park and Joon Kim are the best in their field. Both have great experience and have the ability to zone in on the details but also zone out in looking at the bigger picture and business.’
‘Team is super engaged in the client business, they have the necessary flexibility to adapt to company´s risk tolerance. They are very experts in their field, they bring expertise to the table is necessary and they are innovators as a law firm.’
Principaux clients
Albany International Corp.
American Tower Corporation
Casey’s General Stores, Inc.
Consolidated Edison, Inc.
Corebridge Financial, Inc.
Cushman & Wakefield Inc.
Dentsply Sirona Inc.
Elbit Systems Ltd.
Evolv Technologies Holdings, Inc.
Fomento Económico Mexicano, S.A.B. de C.V.
Gen Digital Inc.
GlobalFoundries Inc.
HCA Healthcare
Henry Schein, Inc.
Howmet Aerospace Inc.
Inter & Co, Inc.
KKR & Co, Inc.
Lennar Corporation
Levi Strauss & Co.
McCormick & Company, Inc.
MercadoLibre, Inc.
The ODP Corporation
Open Text Corporation
Petróleo Brasileiro SA (Petrobras)
Post Holdings, Inc.
Sabre Corporation
Solstice Advanced Materials Inc.
Solventum Corporation
Starbucks Corporation
Synopsys, Inc.
Somnigroup International Inc.
TPG Inc.
Tyson Foods, Inc.
Vale S.A.
Verizon Communications Inc.
Zoetis, Inc.
374Water
Principaux dossiers
- Advised Cushman & Wakefield on its redomiciliation from England and Wales to Bermuda.
- Advised Corebridge Financial on an ongoing basis on corporate governance, board and management succession planning, executive compensation, say on pay, and other matters.
- Advised MercadoLibre on corporate governance, securities reporting, executive compensation, universal shelf registration statement, and other corporate matters.
Hogan Lovells US LLP
Based out of Washington DC, the securities and public company advisory practice at Hogan Lovells US LLP advises a large number of public US companies on a range of corporate governance mandates. Clients of the team range from newly public entities to Fortune 500 enterprises. Typical issues the team advises on include SEC enforcement, best practices for corporate governance, stock exchange listing standards, and compliance with federal securities laws. It often acts as a day-to-day advisor to clients for security compliance and corporate governance, supporting boards of directors, board committees and management. Alan Dye is an expert in federal securities law and aids clients with securities law compliance as well as corporate governance issues. Practice head John Beckman is well-versed in corporate governance and shareholder matters, acting as board or special committee counsel for clients. In Northern Virginia, Kevin Greenslade focuses on compliance with SEC reporting and federal securities law.
Responsables de la pratique:
John Beckman
Autres avocats clés:
Alan Dye; Kevin Greenslade; Catalina Parkinson; Weston Gaines; Leia Scott; Brendan Oldham; Erin Clancy; Rich Parrino
Les références
‘Incredibly knowledgeable and deep team with high level of experience and expertise in working with large US-based issuers; practically minded and highly responsive; digs in to gain deep knowledge of company and help not only in matters in reactive stance but in planning and preparation phases as well.’
‘Our team works with John Beckman, Catalina Parkinson, Weston Gaines and Leia Scott primarily. Each of these team members functions together seamlessly and we have no questions or concerns regardless of whom we’re interacting with and the advice received. All share common traits in line with our overall thoughts on this firm.’
‘This DC-based practice has breadth and depth, including for publicly traded companies that transaction with the government. These folks don’t just dabble at corporate governance; this is their primary focus. And it shows.’
Principaux clients
3M Co.
Abercrombie & Fitch
Advance Auto Parts, Inc.
Bristol Myers Squibb
Equifax Inc.
Labcorp Holdings Inc.
Lockheed Martin Corp.
Papa John’s International, Inc.
Postal Realty Trust, Inc.
Rigetti Computing Inc
VICI Properties Inc.
Principaux dossiers
- Represented 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.
Weil, Gotshal & Manges LLP
A heavyweight in corporate governance, Weil, Gotshal & Manges LLP stands out for its expertise advising public company boards of directors, independent board committees, senior management, not-for-profit organisations and public companies on the full range of corporate governance matters. The firm assists with securities regulations, compliance and crisis management, SEC reporting, financial restatements and ESG issues. It is also a go-to firm for M&A and restructuring transactions with securities law and governance aspects. Howard Dicker co-leads the New York team alongside Lyuba Goltser. Dicker specializes in securities law issues, disclosure, compliance, executive compensation and corporate governance. Public, private and not-for-profit companies all turn to Goltser to advise on governance and compliance issues including director independence, ESG and sustainability and fiduciary duties. Rebecca Graspas is noted for her work on ESG and anti-ESG issues. In Washington DC, Adé Heyliger focuses on internal investigations, leadership transitions, succession planning and independence determinations, while Kaitlin Descovich centres her practice on fiduciary duties, executive compensation and SEC reporting.
Responsables de la pratique:
Howard Dicker; Lyuba Goltser
Autres avocats clés:
Adé Heyliger; Rebecca Graspas; Kaitlin Descovich
Les références
‘Weil Gotshal & M anges established one of the first, if not the very first, dedicated practice group within a major law firm to provide sophisticated, expert, up-to-the minute, integrated advice to public companies, boards, independent committees, significant not-for-profits, private equity sponsors, portfolio companies and individual directors and executive officers. The group also lends its expertise to all the significant transactional matters of the firm.’
‘All the partners in the group are stellar. One stand-out partner I’d like to commend is Rebecca Grapsas. I am a member of the board of directors of a significant not-for-profit, and Rebecca is leading a review of its governance. She has exceptional technical expertise, excellent judgment and a very clear and balanced way of presenting complicated issues to decision-makers.’
‘This practice has excellent depth and experience. They provide very practical, business-oriented but legally sound advice. They collaborate wonderfully with us and have made an effort to learn our business in order to give better advice.’
Principaux clients
AMC Entertainment Holdings, Inc.
Glencore Canada Corporation
Blackstone
Goldman Sachs
Brookfield Asset Management Inc.
Halozyme Therapeutics, Inc.
The Campbell’s Company
The Hartford
Cannae Holdings, Inc.
The Home Depot, Inc.
Dow Inc.
IQVIA Holdings
DT Midstream
Iron Mountain
Dun & Bradstreet
Jefferies Financial Group
Dycom Industries
The Kroger Co.
Eli Lilly and Company
MarketAxess Holdings
The Estée Lauder Companies, Inc.
Micron Technology
Fidelity National Financial, Inc.
Neogen Corporation
First Watch
Portillo’s Inc.
Fossil Group
Presidio Petroleum LLC
Fox Corporation
Procter & Gamble
Geico
Providence Equity Partners LLC
Getty Images
Sanofi S.A.
Glencore Canada Corporation
Signet Group
Goldman Sachs
Six Flags Entertainment Corporation
Halozyme Therapeutics, Inc.
Sunoco
The Hartford N TE Connectivity plc
Principaux dossiers
- Advised Sunoco LP on the governance and disclosure aspects of $9.1bn acquisition of Parkland Corporation.
- Advised Dun & Bradstreet Holdings on the governance and disclosure aspects of its sale to Clearlake Capital Group, L.P. in a transaction valued at $7.7 bn.
- Advised The Home Depot on the governance and disclosure aspects of its $5.5bn acquisition of GMS Inc..
Gibson, Dunn & Crutcher LLP
Gibson, Dunn & Crutcher LLP fields an expert securities regulation and corporate governance team that is experienced in advising public companies on governance and securities issues. The practice draws on the firm's strength in capital markets and M&A to fully advise on a range of corporate governance issues from those arising in transactions to advising on securities regulation, disclosure, shareholder engagement and activism. The team is comprised of partners with deep expertise in corporate governance due to their backgrounds at the SEC, enabling them to handle SEC reporting and compliance. Shareholder proposals is a key focus of the group which is active advising clients in the proxy season. In Washington DC, Elizabeth Ising specializes in shareholder proposals and proxy advisory firms, while Thomas Kim leads on SEC disclosure and regulatory matters. Over in New York, Lori Zyskowski is well-versed in acting as corporate governance advisor to companies. The aforementioned lawyers all co-lead the practice.
Responsables de la pratique:
Elizabeth Ising; Thomas Kim; Lori Zyskowski
Principaux clients
PepsiCo, Inc.
Cahill Gordon & Reindel LLP
Based in New York, Cahill Gordon & Reindel LLP continues to advise large public companies and private companies with corporate governance issues such as structuring governance plans and protocols. The team often handles M&A transactions and governance aspects related to these deals which can support complex co-ownership structures. ESG is also a key focus of the firm which advises clients on board strategy, disclosure issues, reporting for boards and management as well as investigations and due diligence. Helene Banks, Brockton Bosson and Brian Markley are all experts in corporate governance issues, with Markley handling internal investigations by the DOJ and SEC and Bosson aiding with compliance counselling.
Responsables de la pratique:
Helene Banks; Brockton Bosson; Brian Markley
Principaux clients
tZERO
Brookfield Asset Management
Arch Capital Group
ICON plc
S&P Global
Walmart
WeWork
Korn Ferry
Hecate
Friends of Afghanistan National Institute of Music (ANIM)
Principaux dossiers
- Advised Brookfield on corporate governance and FCPA matters.
- Advised Elera on pre-acquisition FCPA diligence in connection with the acquisition of various renewable energy projects in Brazil that are in various stages of development.
Cooley LLP
Cooley LLP is an expert in handling corporate governance matters for boards and directors and management teams. The firm has significant experience handling corporate governance issues that arise from a company’s inception through to its IPO. The team is comprised of former SEC and US Attorney members, positioning them well to advise on federal securities regulation. It also handles shareholder issues such as shareholder activism, shareholder proposals and SEC no-action letters. The practice is jointly led by governance specialists Beth Sasfai and Brad Goldberg from New York. Goldberg focuses on securities law compliance, listing requirements related to IPOs as well as SEC reporting and disclosure requirements. Sasfai centers her work on corporate governance, shareholder engagement and ESG reporting. Sarah Sellers is noted for her work on corporate governance frameworks. In San Francisco, Chadwick Mills is the go-to for biotechnology and pharmaceutical clients requiring governance advice.
Responsables de la pratique:
Beth Sasfai; Brad Goldberg
Autres avocats clés:
Chadwick Mills; Sarah Sellers
Principaux clients
Snowflake
Nvidia
Vivid Seats
Qnity Electronics
Datadog
DigitalOcean
Okta
Tandem Diabetes
Adobe
Zura Bio
Jazz Pharmaceuticals
Y-mAbs Therapeutics
Cytokinetics
BioMarin
Geron Corp
Cerus Corp
Principaux dossiers
- Advised Qnity Electronics on corporate governance and securities matters, including on the technical and tactical aspects of corporate governance best practices for boards and committees.
- Represented Jazz Pharmaceuticals in corporate governance and corporate securities work.
- Represented Nvidia in corporate governance matters, advising on the technical and tactical aspects of corporate governance, best practices for boards and committees and securities laws.
Latham & Watkins
Public companies seeking expertise in corporate governance turn to Latham & Watkins for advice on SEC reporting, disclosure obligations, ESG issues and stock exchange compliance. In New York, Jenna Cooper leads the team and is noted for her work on securities and corporate governance, assisting with compliance with the New York Stock Exchange and Nasdaq Corporate Governance Rules. Corporate specialist Keith Halverstam is a leading lawyer for corporate governance matters and SEC investigations and issues. Over in Washington DC, Joel H. Trotter stands out for his work on US securities law and corporate transactions, while Julia A. Thompson leads the DC team focusing on company representation and securities regulation.
Responsables de la pratique:
Jenna Cooper; Julia A. Thompson
Autres avocats clés:
Keith Halverstam; Joel H. Trotter
Les références
‘Very broad coverage with market knowledge and expertise across the landascpe.’
‘Top-notch talent in the Washington D.C. firm sitting near the lawmakers and with an ear to the ground for policy setting. The Latham & Watkins team is easy to communicate with. Focused on practical guidance with the utmost sensitivity to public company issues. Recent use of AI tools is promising. Glad to see they are leaning in.’
‘The quality of the work and the ease in which they deliver stand out. Many other firms I work with are not as crisp and confident in their guidance.’
Principaux clients
Match Group
Takeda Pharma
Ton
Alkami
American Airlines
Atea Pharmaceuticals
Sampling of Bank Clients
CoStar
Core Natural Resources
CyberArk & Other FPIs
Edgewell
Ericsson AB
FuboTV
Kimco Realty
Omnicom
Oscar Health
Paramount Skydance Corporation
REITs
Vera Therapeutics
Vertex
Zeta Global Holdings
Principaux dossiers
- Represented American Airlines Group Inc., on all aspects of US corporate governance and SEC compliance.
- Advised Fubo on completed business combination with Disney’s Hulu + Live TV, successfully managing all elements of corporate governance and compliance.
- Advised Edgewell Personal Care Company on all in all aspects of its corporate governance and SEC compliance, policies and procedures, securities trading compliance and reporting.
White & Case LLP
White & Case LLP centers its New York-based practice on advising public companies on SEC, NYSE and NASDAQ compliance as well as other corporate governance issues. The team also assists with recommendations of proxy advisors and works with proxy solicitors and compensation consultants to fully assist with compensation policies and disclosures. Maia Gez is the key name to note, she is an expert in corporate governance and securities regulations. She excels in handling SEC regulatory matters such as fiduciary duties, conflicts of interest, SEC reporting and disclosure requirements. She works alongside Scott Levi, who advises public companies on day-to-day governance issues, SEC reporting, compensation disclosure and compliance with federal securities laws.
Autres avocats clés:
Maia Gez; Scott Levi
Les références
‘The public company advisory group at White & Case is exceptionally dynamic, personable, flexible, and extremely knowledgeable – a rare combination. What sets them apart to me is their ability to collaborate seamlessly across a team of advisors for a client – their expertise and client management positions everyone involved in the project for success.’
‘Maia Gez has never failed to impress our clients with her expertise, innovative thinking and practical solutions. Her ability to build trust and anticipate client needs is second to none. When it comes to setting up governance structures or advising on SEC matters, she is our go-to expert in the legal field.’
‘This team is very strong in providing solutions to global corporations which operate across several jurisdictions.’
Principaux clients
Alta Equipment Group, Inc. (Alta) N
Arch Capital Group Ltd. N
Critical Metals Corp. N
Dyadic International, Inc. N
Ethan Allen Interiors Inc. (Ethan Allen) N
Falcon’s Beyond
Gambling.com
Gogo Inc.
Grupo Aeromexico S.A.B. de C.V.
JBS N.V.
Jefferies Financial Group Inc.
Joint Stock Company Kaspi.kz
Novonix LTD
Ormat Technologies Inc.
Paysafe Group Ltd.
SES AI Corp.
Shutterstock, Inc.
Teva Pharmacueticals
TotalEnergies SE
Saudi Arabian Oil Co.
Cardinal Health
Icon Plc
NRG Energy Inc.
USA Rare Earth
Varonis Systems, Inc.
Principaux dossiers
Kirkland & Ellis LLP
Kirkland & Ellis LLP supports public companies and their boards in corporate governance issues, advising clients on governance policies and procedures, carrying out board and CEO evaluations and looking at board composition and succession planning. It also aids clients with crisis management and shareholder engagement. The firm also leverages its expertise in finance to aid clients on any governance aspects of M&As, IPOs, restructurings and capital markets transactions. Sophia Hudson is an important name to note, she is well-versed in advising clients on corporate governance aspects of transactions, SEC compliance and disclosure. She resides in New York.
Autres avocats clés:
Sophia Hudson
Principaux clients
Ferguson Enterprises, Inc.
Kestra Medical Technologies
Eli Lilly N
Ryan Specialty Group
Victoria’s Secret
WK Kellogg Co
Solo Brands
Sylvamo
Navy Seal Foundation
Principaux dossiers
- Advised Eli Lilly on all corporate governance matters, as well as billions in M&A and financing transactions.
Akin
The corporate group at Akin regularly handles corporate governance issues as part of M&A transactions and aids directors and officers with fiduciary duties, corporate governance structures and practices and ESG issues. The team is well-versed in a number of different regulatory and compliance requirements such as the NYSE, Nasdaq listing rules, the Sarbanes-Oxley Act of 2002 and Foreign Corrupt Practices Act. Activism is another key focuson the firm as well as shareholder communications, proxy and annual meeting preparations and executive compensation. Chair of the team, Kerry Berchem, is experienced in handling boardroom issues and corporate governance mandates from New York.
Responsables de la pratique:
Kerry Berchem
Autres avocats clés:
Sarah Schultz; Dan Fisher
Les références
‘Kerry Berchem advised a special committee of our board of directors regarding potential conflicts of interest. She was extremely knowledgeable and explained difficult concepts clearly. She was responsive to our directors’ questions and concerns throughout the several-month process that included multiple meetings. I would highly recommend Kerry for corporate governance matters, especially those that involve special situations.’
‘Kerry Berchem navigated difficult situations and personalities with a lot of finesse. She clearly explained difficult concepts with ease and never got defensive when questioned. She understood the board politics and when to listen and when to speak up. Kerry is a very effective counselor and skilled in guiding directors through difficult decisions. Sarah Schultz was also very good in communicating with the Board and responding to difficult questions.’
‘Akin has both broad and deep corporate governance experience. It is exceptional at partnering and building strong board relationships. It seamlessly includes appropriate specialist experience as the board needs it. Truly a valued partner!’
Principaux 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
Principaux dossiers
Davis Polk & Wardwell LLP
Davis Polk & Wardwell LLP is known for its work in the corporate governance space, led by expert Ning Chiu in New York. The firm often acts as outside counsel to clients, advising on boardroom issues, shareholder activism and CEO succession. It also excels in handling issues related to disclosure, fiduciary responsibilities, regulatory compliance, SEC board and executive compensation as well as ESG issues. The team regularly reviews governance practices of clients and ensures that they stay up-to-date with current regulations. Chiu is well-respected for her work on corporate governance, advising on director independence, board composition, board policies, succession planning, securities regulation and proxy disclosures.
Responsables de la pratique:
Ning Chiu
Principaux clients
Comcast
FedEx
General Dynamics
GoDaddy
Leidos
Murphy Oil
Pfizer
SS&C
Texas Instruments
Ventas
Principaux dossiers
- Assisted ExxonMobil with developing a novel program to implement a voluntary, no-cost retail voting program.
Debevoise & Plimpton LLP
A team to note for large companies and private equity sponsors, Debevoise & Plimpton LLP's corporate governance team is fully equipped to advise on ESG, corporate responsibility, proxy issues and other corporate governance issues. It is also well-versed in helping clients with corporates governance aspects of M&As and litigation. The New York team is co-led by William Regner, Maeve O’Connor and Matthew Kaplan. Corporate specialist Regner excels in public company transactions and corporate governance, O'Conner is a securities and M&A litigation expert and Kaplan aids public and private companies on disclosure, securities regulation and corporate governance.
Responsables de la pratique:
William Regner; Maeve O’Connor; Matthew Kaplan
Principaux clients
Match Group
Warner Music Group
SiriusXM Special Committee
New York REIT
MBIA
Principaux dossiers
- Assisted Brighthouse Financial with its approx. $4.1bn sale to Aquarian Capital, providing comprehensive counsel to the board of directors on corporate governance matters.
- Represented Coliseum Capital Management before the Delaware Chancery Court in an action challenging defensive measures taken by the board of directors of Purple Innovation, Inc. in the midst of a proxy contest.
DLA Piper LLP (US)
DLA Piper LLP (US)'s corporate governance team leverages the firm's expertise across technology, life sciences, digital assets and mining to advise public clients in these sectors on corporate governance. The team advises companies on their disclosure requirements under federal securities law, take-private transactions, director selection, development of governance programs and director fiduciary duties. Practice head Era Anagnosti leads the team from Washington DC and is well-versed in SEC reporting obligations and corporate governance. In Austin, John Gilluly aids with compliance with the SEC, Larry Nishnick assists public companies with reporting and governance in San Diego and Sanjay Shirodkar is part of the DC team and focuses on federal securities law compliance.
Responsables de la pratique:
Era Anagnosti
Autres avocats clés:
John Gilluly; Raul Farias; Amanda Maki; Sanjay Shirodkar; Larry Nishnick; Alex Carlson
Les références
‘I have a great deal of experience over many decades with services from law firms. This team is not only second to none, it is impossible for any firm to catch up. DLA Piper is without a close second. ’
‘John Gilluly, Raul Farias, Amanda Maki all from John’s team show knowledge and leadership and initiative at every turn. Our spend and use of this team is enormous and trusted. Stuart Brown and his team are also superb in the Delaware area. I have known and respected them for a decade.’
‘The firm has immense global resources and is solution-oriented.’
Principaux clients
SolarWinds Corporation
Pfizer Inc.
Analog Devices
PROS Holdings, Inc.
Ascentage Pharma Group Inc.
Paylocity Corporation
DexCom, Inc.
Qualcomm Incorporated
Philip Morris International, Inc.
Clearway Energy, Inc.
Maxeon Solar Technologies, Ltd.
Liquidia Corporation
Trupanion
Alimera Sciences, Inc.
Atlas Lithium Corporation
Cohu, Inc.
Quantum-Si Inc.
Adaptive Biotechnologies Corporation
Globant
On24, Inc.
RF Industries Limited
Pioneer Bank
Principaux dossiers
- Advised SolarWinds and its board of directors on SEC reporting, capital markets, M&A, corporate governance, employment, and real estate matters.
- Advised Analog Devices, Inc. on a broad spectrum of corporate governance matters.
- Advised Qualcomm on the full range of corporate governance and public company reporting matters, including board and executive fiduciary duties and governance matters.
Goodwin
The public company advisory practice at Goodwin is spearheaded by David Lynn, while Jonathan Hecht leads the SEC Enforcement team. The firm is known for its expertise in advising public companies in the technology, food and beverage, life sciences, financial services and pharmaceutical industries. The team is well-versed in securities regulatory matters, SEC reporting and compliance and other corporate governance mandates. Lynn is sought out by companies, boards of directors and underwriters for corporate governance and securities issues, including SEC reporting and disclosure requirements and shareholder proposals. As a former SEC official, Hecht excels in handling matters related to federal securities law and regulations. Both practitioners are based in Washington DC.
Responsables de la pratique:
David Lynn; Jonathan Hecht
Les références
‘Goodwin delivers big law firm resources with a small law firm feel – they have deep benches of talented attorneys that have a problem-solving mindset. ’
‘Knowledgeable team with best in the business advice.’
‘David Lynn is a top notch securities lawyer and an excellent counselor.’
Principaux clients
UDR, Inc.
The Chemours Company
Vontier Corporation
Constellation Energy Corporation
MP Materials Corp.
J & J Snack Foods Corp.
Principaux dossiers
Jones Day
Jones Day‘s governance practice is spearheaded by Randi Lesnick and Joel May who are corporate governance specialists based in New York and Atlanta, respectively. The team has been active in shareholder activism matters over the last year and continues to aid clients with a range of corporate governance issues. The team is experienced in advising boards on sustainability and environmental issues as well as crisis counselling, CEO transition and proxy battles. May has a wealth of experience advising on corporate transactions and corporate governance issues, while Lesnick leads on M&A transactions and shareholder activism defense as well as ESG and corporate governance mandates. Andrew Levine sits in New York and is a go-to lawyer for sponsors and strategic participants in activism defence and corporate governance.
Responsables de la pratique:
Randi Lesnick; Joel May
Autres avocats clés:
Andrew Levine; Carol Starnes; Braden McCurrach; Michael Kobb; Aaron Healey
Les références
‘The team are friendly and approachable.’
‘Joel May is always available on short notice, and he gives practical advice that is useful to executives and the business. I worked closely with Carol Starnes on a recent transaction, and she was excellent – she is thorough, she always had a positive attitude, and she proactively seeks ways to make things easier on her clients.’
‘Excellent customer service. Jones Day will put the proper resources into a matter.’
‘Braden McCurrach has been an excellent « quarterback » for our account. Top-flight customer service and knows exactly which partner on the Jones Day team is required to address the matter at hand. Michael Kobb has been excellent on any financial document review/drafting/execution required. Aaron Healey – likewise from a litigation perspective.’
Principaux clients
Board of Directors of Catalent Inc.
Hanesbrands Inc.
The Aaron’s Company
GrafTech International Ltd.
Hyster-Yale Materials Handling
TriMas
TreeHouse Foods
Verint
Principaux dossiers
- Advised the Board of Directors of Catalent, Inc. on the $16.5bn merger of Catalent with Novo Holdings.
Mayer Brown
Based in New York, the public companies and corporate governance team at Mayer Brown has continued to grow with the arrival of counsel Liz Walsh in early 2025, who sits in Washington DC. She utilizes her background working at the SEC to advise public companies on federal securities law issues. Capital markets specialist Anna Pinedo chairs the New York practice and is equipped to advise companies on corporate governance and securities issues. Typical clients of the firm include technology, telecoms, life sciences, financial institutions and REITs. Jennifer Zepralka resides in Washington DC and is noted for her expertise in SEC issues.
Responsables de la pratique:
Anna Pinedo
Autres avocats clés:
David Bakst; Liz Walsh; Jennifer Zepralka
Les références
‘Good client engagement and knowledge of the client.’
‘The team has a history of working with our company and hence deep business awareness.’
‘Our team has worked through the year with David Bakst and his team. David and his team are very responsive, thorough and commercial.’
Principaux clients
Assured Guaranty
Adaptimmune Therapeutics plc
Mereo BioPharma Group plc
Prologis, Inc.
General Motors
Angel Studios
Blue Gold Holdings Limited
Lument Finance Trust
Oak Valley Bancorp
Mount Logan Capital Inc.
Protalix Biotherapeutics, Inc.
Distribution Solutions Group
InMode
Concert Group Holdings
Principaux dossiers
- Assisted Mount Logan Capital with post-closing to lead the transition to a U.S. public company.
- Advised Angel Studios on all aspects of its governance and disclosure obligations as a public and newly exchange-listed company.
- Advised Assured Guaranty on Exchange Act, corporate governance, listing standard compliance, general board and securities advice, SEC reporting trends and periodic reporting obligations.
Sidley Austin LLP
Fielding a dedicated corporate governance team, Sidley Austin LLP is adept at advising clients on a wide array of corporate governance issues from fiduciary duties, board oversight responsibilities to financial disclosures, shareholder relations and regulatory compliance. It has experience advising clients on sensitive issues that could potentially cause reputational damage, such as board crisis management, investigations and CEO transitions. Holly Gregory chairs the New York team and is an expert in crisis management and ESG issues. She aids clients with maintaining governance best practices, board and committee structures, fiduciary duties, risk oversight and other issues. John Kelsh leads the Chicago team and is known for his work on federal securities law, executive compensation and corporate governance.
Responsables de la pratique:
Holly Gregory; John Kelsh
Les références
‘Holly Gregory is the guru of governance. She is the best. No one comes close. ’
‘No one knows more, and does it better than Holly Gregory. Our Board has 100% confidence in her. As do I.’
Principaux clients
Carter’s Inc.
Columbia University and Columbia Presbyterian Hospital
La-Z-Boy Incorporated
Nordstrom, Inc.
Semtech Corporation
TD Bank
Telephone and Data Systems Inc.
The Big Ten Conference
United Airlines
Zebra Technologies Corporation
Principaux dossiers
- Advised the Special Committees of Columbia University and Columbia Presbyterian Hospital on, among other things, oversight responsibilities with respect to external investigation.
- Advised the Special Committee of Nordstrom on complex affiliated take-private transaction.
- Assisted United Airlines with securing SEC no-action relief to exclude a shareholder clawback proposal on a novel argument.
Morgan, Lewis & Bockius LLP
Morgan, Lewis & Bockius LLP combines its knowledge of capital markets and SEC compliance to assist clients on corporate governance compliance and regulatory requirements of the SEC, NYSE, Nasdaq and Euronext. The team is comprised of corporate specialists who advise clients on federal and state securities law, disclosure requirements, reporting obligations and other issues that can arise during transactions. It also has a dedicated SEC reporting team which reviews SEC filing, ensuring best practices. Practice head Celia Soehner splits her time between Pittsburgh and New York and focuses on corporate governance and SEC issues. Co-chair Joanne Soslow leads from Philadelphia and is well-versed in advising biotech, energy, technology and telecom clients on governance and securities law.
Responsables de la pratique:
Celia Soehner; Joanne Soslow
Principaux clients
Abercrombie & Fitch Co.
Alpha and Omega Semiconductor Limited
American Eagle Outfitters, Inc.
American Water Works Company, Inc.
Bancorp
BGC Group, Inc.
Bright Horizons Family Solutions, Inc.
CarGurus
Cencora, Inc.
COPT Defense Properties
Cross Country Healthcare, Inc.
Designer Brands
enGene Holdings, Inc.
EQT Corporation
First Bancorp
First Energy Corp.
Freshpet, Inc.
GCT Semiconductor Holding, Inc.
Howard Hughes Holdings
Lite Strategy Inc.
Pearson plc
Prelude Therapeutics, Inc.
Publix Super Markets, Inc.
Replimune Group Inc
Selective Insurance Group, Inc.
Sprouts Farmers Market, Inc.
The New York Times Company
United Microelectronics Corporation
Morrison Foerster
The public company advisory and governance practice at Morrison Foerster focuses on advising public companies on SEC rules, regulations and investigations. The Washington DC team is experienced in handling securities enforcement issues and regulatory investigations related to disclosure, accounting and leadership issues. Team lead Scott Lesmes is a go-to lawyer for securities regulations, counselling clients on SEC reporting and disclosure requirements. Co-head Brandon Van Grack is noted for his work on investigations and regulatory issues, while co-chair Ryan Adams leverages his background at the SEC to advise on federal securities law and securities regulation.
Responsables de la pratique:
Scott Lesmes; Brandon Van Grack; Ryan Adams
Jones Walker LLP
Jones Walker LLP assists clients with corporate governance, securities issues, executive compensation and ESG disclosures. The team is chaired by Alexandra Clark Layfield from Baton Rouge, she advises public and private companies on corporates governance, securities law and corporate law. Co-head Clinton Hansford Smith resides in New Orleans and is well-versed in capital markets, IPOs, shareholder issues and corporate governance. Also part of the New Orleans team, Kelly Simoneaux is the go-to for SEC compliance and disclosure requirements, while Victoria Bagot centers her work on securities disclosures, shared holder activism, corporate governance and ESG matters.
Responsables de la pratique:
Alexandra Clark Layfield; Clinton Hansford Smith
Autres avocats clés:
Victoria Bagot; Emily Gauthier; Curt Hearn; Kelly Simoneaux; Etienne Balart; Thomas Kimball; Ben Woodruff; Bret Beter; Remy Donnelly; Tyler Hays
Les références
‘Victoria Bagot is an outstanding attorney. Extremely reliable and responsive. Highly recommended.’
‘Jones Walker’s corporate governance practice provides excellent, research-based advice and offers thoughtful pathways for clients to consider. Its understanding of our industry and the work we do is extensive. We view it as an important extension of our team. Its support strengthens our work and enhances our company’s credibility through sound guidance and careful reviews of our disclosures.’
‘The individuals I work with at Jones Walker have consistently demonstrated exceptional diligence, reliability, and professionalism. Victoria Bagot, Alexandra Clark Layfield, and Emily Gauthier operate with remarkable coordination and efficiency. Their ability to work seamlessly together by maintaining accuracy and responsiveness even during periods of heightened activity reflects both their individual strengths and their collective commitment to excellence.’
Principaux clients
Freeport-McMoRan Inc.
On Semiconductor, Inc.
Pool Corp
Sterling Infrastructure, Inc.
Lumen Technologies, Inc.
ServisFirst Bancshares, Inc./ServisFirst Bank
Cal-Maine Foods Inc.
Globalstar, Inc.
AMERISAFE, Inc.
Red River Bancshares, Inc./Red River Bank
Brightview Holdings, Inc.
Parke Bancorp
Orion Group Holdings, Inc.
Norwood Financial Corp.
Stratus Properties Inc.
Investar Holding Corporation
MainStreet Bancshares, Inc.
Gulf Island Fabrication, Inc.
Peoples Financial Corporation
Conrad Industries
River Financial Corporation
Catalyst Bancorp, Inc.
Pinnacle Bancshares, Inc.
The Southern Banc Company, Inc.
Qwest Corporation
Level 3 Parent, LLC
Principaux dossiers
- Represented Southern States Bancshares, Inc. in connection with its $368.4m sale and merger with and into FB Financial Corporation.
- Advised Amerisafe on corporate and board governance matters, including, during 2025, a full review and update of its bylaws and corporate and board governance documents.
- Represented Globalstar, Inc.in implementing a 1:15 reverse stock split and the simultaneous transfer of the listing of its common stock from the NYSE American to the Nasdaq Stock Market.
Orrick, Herrington & Sutcliffe
Advising blue chip companies and corporate public companies, Orrick, Herrington & Sutcliffe assists clients with public reporting and compliance, shareholder engagement and activism, state law advice, ESG issues and corporate governance. The team focuses on advising companies looking to go public on corporate governance issues arising from IPOs. Team lead Albert Vanderlaan mainly advises life sciences and technology clients on corporate governance and securities law compliance. He sits in Boston, while in San Francisco, Bill Hughes advises public and late state private companies on IPOs and corporate governance. J.T. Ho left the firm in January 2025.
Responsables de la pratique:
Albert Vanderlaan
Autres avocats clés:
Nicole Walsh
Les références
‘Technical expertise, extremely responsive, provides practical, and business-focused solutions.’
‘Albert Vanderlaan and Nicole Walsh provide amazing customer service and the highest level of professional services. They and their teams are incredibly responsive and act as business partners to our business.’
Principaux clients
Kineta Inc.
Local Bounti Corporation
Oklo Inc.
Serve Robotics Inc.
Willis Lease Finance Corporation
Principaux dossiers
- Advised Oklo, Inc. on public company reporting, corporate governance and governance issues relating to transactional matters.
- Advised Serve Robotics Inc. on public company reporting, corporate governance and complex governance issues relating to transactional and litigation matters.
- Advised Local Bounti Corporation on public company reporting, corporate governance and complex governance issues relating to transactional and debt financing matters.
Simpson Thacher & Bartlett LLP
Simpson Thacher & Bartlett LLP's public company advisory practice advises both international and US public companies on compliance with US securities law, disclosure issues, proxy statement reviews and other corporate governance issues. The team is based in New York and spearheaded by Karen Hsu Kelley who advises boards of directors and board committees on best practices in governance, sensitive management and board leadership transitions and board structures. The team regularly advises clients on a ongoing basis to keep on top of their board, governance and disclosure issues.
Responsables de la pratique:
Karen Hsu Kelley
Principaux clients
Alight, Inc.
Affiliated Managers Group
Amneal Pharmaceuticals
Aramark
Ashton Woods
Avianca
Balchem Corporation
Bentley Systems
Best Buy
Blackstone
Blackstone Real Estate Income Trust
Blackstone Mortgage Trust
Brightview Holdings
Bumble
The Carlyle Group
Caterpillar
Certara
Cohen and Steers
Cooper Standard
Cushman & Wakefield
Dillard’s
Dorman Products
Ducommun
Evercore
Finance of America Companies
First Advantage
Flutter Entertainment
Frontdoor
Gates Industrial Corporation
Hamilton Lane
Herc Rentals
Hilton Worldwide Holdings
Hovnanian Enterprises
Ingersoll-Rand
Intuitive Machines
Invitation Homes
KKR
KKR Real Estate Finance Trust
Kyndryl
Laureate Education
LivaNova
National Vision Holdings
New York Community Bank
Oaktree Real Estate Income Trust
PJT Partners
Sirius XM Radio
TaskUs
Taylor Morrison
Teleflex
The Toronto-Dominion Bank
Ubiquiti Networks
United Parks & Resorts
Principaux dossiers
- Represented The ODP Corporation in connection with its announced acquisition by an affiliate of Atlas Holdings for $28.00 per share in cash, in a transaction valued at approximately $1bn.
- Represented ProAssurance Corporation in connection with its announced acquisition by The Doctors Company for $25.00 per share in cash, in a transaction valued at approximately $1.3bn.
- Represented Radius Recycling, Inc. in connection with its acquisition by Toyota Tsusho America, for $30.00 per share in cash, in a transaction valued at approximately $1.34bn enterprise value.
Sullivan & Worcester LLP
Sullivan & Worcester LLP is well-versed in advising independent directors, boards of directors, board committees and leaders of for-profit and not-for-profit companies on corporate governance and compliance. The firm assists with internal investigations, crisis and conflict management, board structuring, decision making and regulatory compliance issues. Practice head Nicole Crum specializes in representing boards and board committees as well as financial services in the operation of investment companies, shareholder engagement, compliance and other corporate governance matters. She sits in Washington DC.
Responsables de la pratique:
Nicole Crum
Autres avocats clés:
Howard Berkenblit; David Leahy
Les références
‘The team we have at Sullivan & Worcester has served our company for years and knows the management team, staff as well as our board members. They are extremely responsive and proactive and anticipate what weshould be aware of, concerned about, excited about, and how to handle oversight, processes and protocols to ensure we are carrying out our fiduciary duties. The partners are experts in this industry.’
‘Our lead partner, Nicole Crum, who leads the investment industry practice, is exceptional. She demonstrates strong industry knowledge yet is very personable and anticipates what we need to know or what we should consider doing to handle any matter. The team roll up their sleeves and provide recommendations as to how we as a board should handle any matter. Strong service commitment and work ethic!’
‘They have deep knowledge of our industry and always keep the interests of the shareowners in mind.’
Principaux clients
Independent Trustees of the Aberdeen Funds
Carlyle Secured Lending III Fund
Independent Trustees of the John Hancock Funds
Hancock GA Mortgage Trust
John Hancock Senior Loan Trust
Manulife Private Client Credit Fund
John Hancock Asset-Based Lending Fund
Manulife Private Credit Plus Fund
John Hancock Asset-Based Securities Fund
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
Professionally Managed Portfolios and their Independent Trustees
Corebridge VALIC Retirement Funds and their Independent Directors
Ultimus Managers Trust and its Independent Trustees
DarioHealth Corp
Diversified Healthcare Trust
Pluri Inc.
The RMR Group Inc.
SciSparc Ltd.
Service Properties Trust
PolyPid Ltd.
Brenmiller Energy Ltd.
Tidal Trust II and its Independent Trustees
Tidal Trust III and its Independent Trustees
Tidal Trust IV and its Independent Trustees
Aristotle Funds Series Trust and its Independent Trustees
Wearable Devices Ltd.
Principaux dossiers
- Advised Independent Trustees of the John Hancock Funds on board governance and meeting their duties and responsibilities under the federal securities law and state law.
- Advised Virtus Mutual Funds, Virtus Variable Insurance Trust and Virtus Closed-End Funds on fund reorganizations, sub-adviser changes and disclosure matters.
- Advised Diversified Healthcare Trust on securities offerings, disclosure matters, stock exchange listing standards and Sarbanes-Oxley Act and Dodd-Frank Act compliance.
WilmerHale
Often serving as outside counsel to domestic and international public companies, WilmerHale regularly advises on corporate governance and disclosure practices. The team is comprised of corporate law specialists who are well-versed in SEC-related issues, investigations, compliance and shareholder issues. The practice is co-led by Jonathan Wolfman and Lillian Brown from Washington DC. Brown has extensive experience advising boards and public companies on SEC reporting, proxy and annual meeting matters, shareholder activism and proposals. Alex Bahn excels in SEC reporting, disclosure requirements and other governance issues.
Responsables de la pratique:
Jonathan Wolfman; Lillian Brown
Autres avocats clés:
Alex Bahn;Alan Wilson; Meredith Cross; Kim Wethly; Ben Kelsey; Rebecca Chang; Ariella Feingold
Les références
‘This team is incredible in their knowledge and expertise but especially for their practical, business-friendly advice. They always provide top-notch service and are incredibly responsive and willing to talk through any and all issues. They are my company’s go-to team for any corporate governance-related questions or issues.’
‘Alan Wilson is an exceptional attorney and business partner. He is always incredibly professional and responsive but most of all, provides practical advice and solutions. He is always willing to discuss any and all issues and concerns and always provides top-notch advice and guidance. He in indispensable partner not just to our legal teams but to our business teams as well as he is able to wear many different hats and provide a variety of perspectives.’
‘Strong SEC and finance background makes the team well-suited to advising public companies on SEC and governance matters.’