Sandra L. 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. Sandra’s corporate governance practice includes advising companies on a wide range of governance and disclosure issues, including 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.

Sandra joined the firm in 1995 and became a partner in 2004. From 1997 to 1999, she was resident in the Frankfurt office. Prior to her legal career, Sandra worked at The First Mercantile Corporation, a boutique investment banking firm in Toronto, Canada, specializing in foreign exchange instruments.

Sandra speaks frequently on capital markets and corporate governance matters and is the author of numerous publications. She is also the Co-Chair of the Honoree Committee of DirectWomen, an organization that works to increase the representation of women lawyers on corporate boards.

Selected Activities

  • Advisory Board Member,
  • Co-Chair, Practicing Law Institute’s Program on Annual Disclosure Documents
  • Board Chair, Public Interest Law Foundation at Columbia, Inc. 
  • Former Chair, Committee on Securities Regulation, New York City Bar Association


ISS Issues Additional Voting Policy Guidance in Response to COVID-19 Pandemic,” Cleary M&A and Corporate Governance Watch blog (April 15, 2020)

First Quarter Earnings and COVID-19: SEC Officials Ask for More,” Cleary Gottlieb Alert Memorandum (April 10, 2020)

SEC Chief Accountant Weighs in on Accounting Issues During the COVID-19 Outbreak,” Cleary Enforcement Watch blog (April 9, 2020)

New SEC Coronavirus Actions,” Cleary Gottlieb Alert Memorandum (March 30, 2020) 

Glass Lewis Revised Guideline Regarding Virtual Meetings for 2020 Proxy Season,” Cleary Gottlieb Alert Memorandum (March 26, 2020)

Leading Disclosure Issues for U.S. Public Companies in the COVID-19 Era,” Cleary Gottlieb Alert Memorandum (March 24, 2020)

Cuomo Executive Order Gives New York Corporations Relief on Physical Annual Meetings,” Cleary Gottlieb Alert Memorandum (March 23, 2020)

Coronavirus & Postponing/Adjourning Annual Meetings,” Cleary M&A and Corporate Governance Watch blog (March 18, 2020)

SEC Maintains the Status Quo on Climate Change Disclosures,” Cleary Gottlieb Alert Memorandum (January 31, 2020)

SEC Proposes Major Changes to MD&A and Related Requirements,” Cleary Gottlieb Alert Memorandum (January 31, 2020)

SEC Issues Guidance for Key Performance Metrics in MD&A,” Cleary Gottlieb Alert Memorandum (January 31, 2020)

Navigating the ESG Landscape,” Harvard Law School Forum on Corporate Governance and Financial Regulation (January 31, 2020)

Board Composition Leads 2020 Corporate Governance Issues,” Law360 (January 21, 2020)

SEC Resource Extraction Payments Rule – Third Time’s the Charm?,” (December 20, 2019)

Proxy Advisory Firms — The SEC Drops the Other Shoe,” Harvard Law School Forum on Corporate Governance and Financial Regulation (November 25, 2019)

SEC Proposes Changes to Requirements for Shareholder Proposals in Proxy Statements,” (November 12, 2019)

Human Capital Management: Issues, Developments, and Principles,” International Comparative Legal Guide to: Corporate Governance 2019 (July 2019)

SEC Announces Enforcement Cases on Public Company Internal Controls,” (February 5, 2019)

Setting the Record Straight: Regulation G Doesn’t Apply to M&A Forecasts,” Deal Lawyers, Volume 11, No. 6 (November 2017)

SEC Proposes to Modernize and Simplify Disclosure Requirements for Public Companies,” (October 16, 2017)

“Market Abuse Regulation: Impact on U.S. Public Companies - Parts I, II and III,” The Banking Law Journal (co-author), January-March 2017

October 2013: NYSE IPO Guide (Caxton, 2nd Ed. 2013)

September/October 2010: “Not Just Financial Reform: Dodd-Frank’s Executive Compensation & Governance Requirements,” The Corporate Governance Advisor (Aspen)