Justin “J.T.” Ho’s practice is focused on helping public companies and their boards navigate complex and challenging corporate governance, securities reporting, shareholder activism, crisis communication, executive compensation, and sustainability matters through collaborating on practical, innovative, business-oriented solutions.

J.T. advises public companies on board and committee oversight, assessment, independence, and composition issues. He also helps them to develop effective shareholder engagement programs and governance-related disclosures, and understand and consider the views of proxy advisors, shareholders, and other stakeholders in their decision making.

He also focuses on advising clients in connection with securities offerings, proxy statements, periodic SEC reports, stock exchange listing obligations, stock repurchases, and the sale and reporting of securities by insiders. He regularly counsels companies on difficult and emerging disclosure issues and provides training on disclosure best practices.

J.T. has helped clients successfully navigate shareholder proposals and activism campaigns through leveraging his knowledge of shareholder perspectives, corporate governance and securities laws. He also helped many companies identify and address activist threats through adopting reasonable defenses, collaborating on impactful shareholder engagement and communication strategies, addressing risk oversight issues, and developing effective proxy contest strategies.

J.T. also has considerable experience advising on crisis communication strategies and disclosures, and has helped many companies navigate difficult and challenging situations with their shareholders, employees, customers and other key stakeholders.

J.T. advises on compensation committee matters and related disclosures, executive transitions, and succession planning. He also advises on the design of cash and equity incentive plans and has helped over a dozen companies remediate failed or low “say on pay” votes.

Additionally, J.T. helps companies identify and understand the risks and opportunities associated with sustainability initiatives and disclosures and incorporate sustainability into their overall business strategy and executive incentive plans. More recently, he has helped companies navigate ESG-focused proposals and activism issues and the growing anti-ESG movement.

J.T. joined the firm as a partner in 2025 from another international law firm in San Francisco.

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Notable Experience

Prior to joining Cleary, J.T.’s experience included representing the following clients:

  • Microsoft Corporation, a $120 Billion Consumer Goods Company, Oracle Corporation, Synopsys, Dexcom, Netapp, Corebridge Financial, Gen Digital, Juniper Networks, Dropbox, Arrow Electronics, Williams-Sonoma, Foot Locker, NetScout, Viavi Solutions, Green Dot Corporation, Wolverine Worldwide, and Teradyne, among others.

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Selected Activities

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  • Host, “J.T. Ho’s Fast Five,” a monthly podcast on The Corporate Counsel covering the five new things public companies ought to know each month.
  • Host, “Understanding Activism,” a podcast on Deal Lawyers and Corporate Counsel that focuses on different perspectives on shareholder activism.

Publications

“New SEC Staff Guidance on “Passive Investor” Status for Schedule 13G,” Cleary Gottlieb Alert Memorandum (2025)

“SEC Comment Letter Trend: AI-Related Disclosures,” Harvard Law School Forum on Corporate Governance (2025) 

Events

Securities Regulation Institute: “Operationalizing ESG (whatever that means) and Refining Disclosures” (January 27, 2025)

NASPP 2024 National Conference “Executive Trading Today: One Year After New Rules 10b5-1 and 144” (November 2024)