Shareholder Advisory Specialist

Overview

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 1,100 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 firm's M&A and Corporate Practice Group, working directly alongside partners and associates — including the firm's 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 escalates. This role is central to that capability.

The Shareholder Advisory Specialist will function as one of the firm's 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.

• 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 over boarding
• Evaluate financial, strategic, and governance vulnerabilities to prepare corporate clients for potential activist shareholder engagement through corporate preparedness assignments

• 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

• 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

• 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

• Identify…