Shareholder Advisory Specialist

Cleary Gottlieb is a pioneer in globalizing the legal profession. We have 14 offices in major financial centers around the world but we operate as a single integrated global partnership and not as a U.S. firm with a network of overseas locations. The firm employs approximately 1100 lawyers from more than 50 countries.

Since 1946 our lawyers and staff have worked across practices industries jurisdictions and continents to provide clients with simple actionable approaches to their most complex legal and business challenges whether domestic or international. We support every client relationship with intellectual agility commercial acumen and a human touch.

Cleary Gottlieb is seeking a Shareholder Advisory Specialist to support its corporate governance and activism defense practice. This is a specialized analytical role embedded within the firms M&A and Corporate Practice Group working directly alongside partners and associates including the firms Shareholder Activism Defense Partners who advise boards and senior management on activist defense proxy strategy and corporate governance.

As activism has become a standard feature of the corporate governance landscape rather than a rare event leading companies increasingly rely on outside counsel not only to respond to campaigns but to anticipate and neutralize them before they escalate. This role is central to that capability.

The Shareholder Advisory Specialist will function as one of the firms in-house proxy intelligence resources building vulnerability assessments monitoring the activism landscape and producing the analytical work product that underpins client strategy and business development. The Specialist will create value by anticipating analyzing and responding to activist investor campaigns evaluating financial strategic and governance vulnerabilities and preparing sophisticated client-facing presentations on shareholder activism and corporate governance.

Vulnerability Assessment

• Analyze client shareholder bases to identify concentrations of activist-friendly institutional investors and flag accumulation patterns
• Score client governance profiles against ISS and Glass Lewis policy frameworks to identify potential against vote recommendations ahead of proxy season
• Model total shareholder return (TSR) underperformance relative to peers and construct the narrative an activist could use against a client
• Review board composition for common activist attack vectors including director tenure diversity independence and overboarding
• Evaluate financial strategic and governance vulnerabilities to prepare corporate clients for potential activist shareholder engagement through corporate preparedness assignments

Activism Monitoring

• Track Schedule 13D 13G and 13F filings via EDGAR to detect early-stage activist accumulation
• Monitor live activist campaigns across the market to identify playbooks relevant to client sectors and industries
• Maintain a watch list of known activists (including Elliott Starboard Third Point and others) and flag entry into client industry verticals
• Develop proprietary knowledge and insights into trading activity and capital markets monitoring for clients
• Monitor and stay current on relevant trends and regulatory developments in domestic and international shareholder engagement and governance best practices

Proxy Season Support

• Build vote outcome models for say-on-pay proposals director elections and shareholder proposals
• Benchmark executive compensation programs against ISS and Glass Lewis policy tests and identify areas of exposure
• Draft engagement talking points and materials for management and board roadshows ahead of annual meetings

Strategic Advisory Support

• Provide strategic input to issuers on contested M&A situations capital market considerations and investor relations
• Create maintain and review complex materials and analyses relating to shareholder activism corporate governance and trading activity
• Work closely with group heads and partners to establish and refine ongoing processes and procedures for client service delivery

Business Development Support

• Identify prospective clients with elevated activism vulnerability based on governance profile shareholder composition and TSR performance
• Produce sector sweep reports identifying governance weaknesses concentrated activist ownership or TSR underperformance across a given industry
• Brief partners on activism trends and developments to support client pitches and client alert publications

• Bachelors degree required; a degree in Finance Economics Business Administration or a related field preferred
• 35 years of experience in one or more of the following:
  • Proxy advisory (ISS Glass Lewis or equivalent)
  • Equity research or sell-side analysis with a governance or ESG focus
  • Activist hedge fund or activism defense advisory
  • In-house shareholder intelligence or investor relations at a public company
• Strong financial modeling skills including peer benchmarking and TSR analysis
• Proficiency with SEC filings/EDGAR and financial data providers (Bloomberg FactSet S&P Global / Ipreo)
• Superior market knowledge relating to developments in domestic and international shareholder engagement governance best practices and proxy advisory firm policies
• Advanced proficiency in Microsoft Office including Excel and PowerPoint
• Exceptional written and verbal communication skills the ability to synthesize complex governance and financial data into clear concise client-facing work product and to clearly articulate that knowledge to both internal and external audiences
• Ability to work in a fast-paced environment managing multiple projects across different deal teams; highly organized detail-oriented and proactive

The estimated base salary range for this position is $135000 to $165000 at the time of posting. The actual salary offered will depend on a variety of job-related factors including skills education training credentials experience scope and complexity of role responsibilities geographic location and performance. This role is exempt meaning it is not overtime pay eligible.

Cleary provides a comprehensive benefits package including health care benefits. More information can be found here:Benefits

We are an equal opportunity employer and prohibit discrimination based on any category protected by law. Cleary provides reasonable accommodations to enable otherwise qualified employees to perform the essential functions of their position provided the accommodation does not pose an undue hardship to the Firm.

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