Overview

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 escalate. 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.

Responsibilities 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

Qualifications

Bachelor's degree required; a degree in Finance, Economics, Business Administration, or a related field preferred
3–5 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 $135,000 to $165,000 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

Cleary Gottlieb Steen & Hamilton LLP

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Shareholder Advisory Specialist