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.

Read More

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.

See More

Selected Activities

trigger
  • 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.

  • Advisory Board Member, The Corporate Counsel

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)

“Comment Letter Trends: Contested Election Disclosures for the 2024 Proxy Season,” Deal Lawyers (2024)

“Climate Shareholder Proposals in the 2024 Proxy Season: Exploring Trends,” The Corporate Counsel (2024)

“How to Survive Shareholder Activism,” Law360 (2024)

“AI Disclosures in SEC Filings: Trends From the S&P 500,” The Corporate Counsel (2024)

“Comment Letter Trends: Contested Election Disclosures,” Deal Lawyers (2024)

“Mitigating Litigation Risk When Incorporating DEI Goals Into Executive Incentive Programs,” Compensation Standards (2023), Harvard Corporate Governance Forum (2023)

“Shareholder Proposals at Life Science Companies Key Trends of 2023,” The Corporate Counsel (2023)

“ESG-Related Risk Factors: Nearly All S&P 500 Co’s Now Have Them,” The Corporate Counsel (2023)

“Categories of Climate-Related Risk Factors: Data by Industry,” The Corporate Counsel (2023)

“ESG-Related Risk Factors: Getting More Specific,” The Corporate Counsel (2023)

“Comment Letter Trend: SEC Seeks Expanded Discussion of Board’s Role in Risk Oversight,” Insights: The Corporate & Securities Law Advisor (2023)

“Going Beyond Climate: A Closer Look at Environmental Proposals,” The Corporate Counsel (2022)

“SEC’s Rule 10b5-1 Amendments: Blackout Periods – An Extra Hurdle,” The Corporate Counsel (2023)

“Preparing for Severance Policy Proposals: Consider Policies That Limit Cash Severance,” The Compensation Standards (2022)

“SEC’s Proposed 10b5-1 Rules: Actions Companies Should Take Now,” The Corporate Counsel (2021)

“Company Take Aways from the SEC Sample Comment Letter on Climate Disclosure,” Practical ESG(2021)

“SEC Focuses on ESG Investing,” Practical ESG (2021)

“BlackRock Pushes Companies on Human Rights Risks,” The Corporate Counsel (2021)

“More on ISS’s Bio QualityScore Changes: Information Security,” The Corporate Counsel (2021)

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)

NIRI 2024 AI Summit: “AI in IR Practice, Compliance, and Governance” (October 2024)

Proxy Disclosure & Executive Compensation Conferences: “Pithy Proxies: Getting to the Point Instead of the Courthouse” (October 2024)

Proxy Disclosure & Executive Compensation Conferences: “Climate Disclosures: Your New Action Items” (October 2024)

Society for Corporate Governance Northern California, Hawaii & Nevada Chapter: “The Best Offense is a Strong Defense: An Interactive Discussion of Companies’ Cybersecurity Practices” (September 2024)

ABA Business Law Fall Meeting: “From adoption to implementation: How companies and the SEC have responded to recent rulemaking” (September 2024)

Society for Corporate Governance National Conference: “The Future of Executive Compensation” (2024)

Capitalizing on 2024 Market Conditions and Governance Considerations Webinar Series: “Surviving Shareholder Activism: A Practical, Right-Sized Cross-Functional Approach for Small and Mid-Cap Companies” (2024)

National Investor Relations Institute: “AI Evolution: Navigating Opportunities, Risks and Compliance” (2024)

The Corporate Counsel: “The SEC’s Climate Disclosure Rules: Preparing for the New Regime” (2024)

Northwestern Law Securities Regulation Institute: “Tackling Your ESG Disclosures in an Evolving World” (2024)

ABA Tax Committee: “DEI in Compensation Structures” (2023)

Society for Corporate Governance Essentials Plus Conference: “Outside Counsel Views on Recent SEC Activity” (2023)

2023 Proxy Disclosure Conference: “The Latest on Rule 14a-8 No-Action Relief” (2023)

20th Annual Executive Compensation Conference: ESG Metrics: Beyond the Basics (2023)

Stanford Directors College: “Shareholder Engagement, Proxy Advisory Firms, and the Universal Proxy” (2023)

Stanford Directors College: “ESG Wars: Managing Conflicting Social and Political Demands on the Modern Corporation” (2023)

Corporate Counsel: “Managing Enterprise-Wide Risks: The Intersection of ERM & Legal” (2023)

PLI ESG: “Recent Developments in Pay Equity: Governance & Disclosure” (2023)

Northwestern Law 50th Annual Securities Regulation Institute: “Everything You Always Wanted to Know About Securities Laws but Never Given the Chance to Ask…” (2023)

50th Annual Securities Regulation Institute: “Everything You Always Wanted to Know About Securities Laws but Never Given the Chance to Ask…”

PLI 38th Annual SEC Reporting & FASB Forum (2022)

CompensationStandards.com webcast: “SEC Clawback Rules: What To Do Now.” (2022)

Corporate Counsel 2022 Proxy Disclosure Conference (2022)

Thomson Reuters The Inaugural West Coast M&A/Private Equity Forum: Momentum and Opportunity in the Middle Market (2022)

INFOCAST Masterclass: Revolutionizing Corporate Renewable Energy Procurement: Transactions and Trends Shaping the Entergy Transition (2022)

PLI ESG 2022: What It Means for Boards, Management, and Counsel “Human Capital Management and DEI” (2022)

TechGC Public Company GC Summit: Board Diversity (2022)

In-House Focus: ESG - What Do You Stand For? “Building Stakeholder Value Through ESG” (2022)

PracticalESG Putting the ‘G’ First: Oversight of ‘E’ & ‘S’ in ESG (2022)

PracticalESG Supply Chains: Tracking ESG Issues (2022)

Equilar Corporate Governance Outlook: The Top Issues for 2022 (2022)

Corporate Counsel 2021 Proxy Disclosure Conference: “Your ‘Climate Conscious’ Proxy: Tackling Environmental Disclosures” (2021)

Corporate Counsel 2021 Proxy Disclosure Conference: “Pay Equity: Governance & Disclosure” (2021)

TechGC Virtual Roundtable Dinner: ESG (2021)

TechGC: Responsible Innovation (2021)

NASPP 2020 National Conference: “The ABC’s of Getting ESG into Your Incentive Awards” (2020)

NASPP 2019 National Conference: “Divorce, Death, and the Impact on Equity Awards” (2019)

NASPP 2018 National Conference: “Hold ’Em or Fold ’Em?: Timing of Executive Officer Terminations and Severance” (2018)