Corporate Advisory

Corporations, general counsel, boards and board committees, and individual officers and directors turn to Cleary Gottlieb for advice on their most critical governance, activism defense, fiduciary duty, disclosure, regulatory, and enforcement matters, and as a trusted advisor offering practical solutions and support for everyday issues.

Our interdisciplinary team brings complementary insights, knowledge, and experience to the most sensitive and high-profile corporate issues, as well as practical advice across a wide spectrum of issues that are core concerns for general counsel of public companies, including:

• Regulatory compliance, including SEC and stock exchange requirements
• Stockholder engagement plans and preparation and response to shareholder activism
• Internal and external investigations, “whistleblower” complaints, accounting restatements, and FCPA compliance
• Proxy statement disclosure, stockholder proposals, say on pay, addressing proxy advisor reports, and other annual meeting issues
• Structuring and advice on compensation, benefits, and restrictive covenants
• Charter, policies, fiduciary duties, and governance roles of board, committees, and management
• Governance structure, including relationships with sponsors and other large stockholders
• Director onboarding, evaluation, succession, refreshment, and removal
• CEO evaluation and succession processes
• Share repurchases and insider trading policies
• Tax controversy
• Cybersecurity

Our deep knowledge base on these and other issues is enhanced by lawyers with years of practical experience in government, regulatory, and corporate leadership positions.