Corporate Governance

Cleary Gottlieb’s Corporate Governance practice has over 70 years of experience guiding clients through evolving critical governance questions and best practices in board operation, director responsibilities, and shareholder relations, as well as the practical application of these standards in the context of specific business activities.

Our core team of corporate governance advisors have extensive experience in advising on a significant range of high-stakes, contentious, and reputation-critical corporate advisory matters (including activism and all aspects of stockholder engagement; board, committee, and management roles and oversight, succession, and turnover; crisis management; critical disclosure and reporting issues; Sarbanes-Oxley, state, and other federal law and stock exchange compliance; and the rapidly evolving AI, climate, and cybersecurity landscape).

We add efficiency to the client experience by integrating our broader capital markets, M&A, executive compensation and ERISA, activism, tax, enforcement & compliance, and litigation lawyers. This collaborative approach provides immediate, complementary, and practical advice to complex and novel scenarios faced by public companies, whether in stable times or during crises.

Our ranks include former federal prosecutors and senior U.S. Securities and Exchange Commission officials. We bring complementary insights and a depth of knowledge regarding fundamental legal precepts and practical application to our work.

We regularly advise corporate clients, boards, and board committees, as well as individual officers and directors, as to the full range of corporate and governance issues, including matters affecting:

• Preparation and response to shareholder activism
• The role of the board and the role of management in company governance (including with respect to fiduciary duties)
• Board and committee composition and processes
• Stockholder proposals
• Board evaluation, succession and removal processes and policies (including age or term limits)
• Executive compensation, proxy disclosure and say-on-pay votes
• CEO succession processes and best practices
• CEO evaluation
• New director orientation