Expert Corporate Governance Advisory for Global Organizations

Effective corporate governance is crucial for global organizations to ensure accountability, transparency, and sustainable growth. Good governance practices can significantly impact a company's reputation and bottom line.

A well-structured board of directors is essential for making informed decisions, with at least 50% independent directors, as seen in the case of Company A. This ensures that the board is not dominated by management or special interest groups.

Effective risk management is also vital, with companies like Company B implementing robust risk management frameworks to mitigate potential threats. This includes regular risk assessments, scenario planning, and contingency planning.

Strong corporate governance practices can lead to significant cost savings, as seen in the case of Company C, which reduced its audit fees by 20% after implementing a new audit committee charter.

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We have extensive experience in advising boards and senior management teams on corporate governance matters, having worked with over 50 public and private companies across various industries.

We understand the importance of effective corporate governance in driving business success and sustainability.

Our team includes experts in corporate law, finance, and strategy, who have a deep understanding of the regulatory environment and its implications for businesses.

We have a proven track record of helping companies navigate complex governance issues and implement best practices.

From advising on board composition and succession planning to developing governance frameworks and policies, we can assist with all aspects of corporate governance.

Our expertise extends to matters related to shareholder engagement, executive compensation, and risk management, among others.

We are well-versed in the latest regulatory requirements and trends, ensuring that our clients stay ahead of the curve.

We take a practical and solution-focused approach to our work, always keeping our clients' business goals and objectives in mind.

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The 2025 proxy season saw significant changes in the regulatory environment, with revised SEC guidance on Regulation 13D/13G beneficial ownership rules dampening some investor engagement activity.

Sodali & Co provides comprehensive support for regulatory, governance, and sustainability reporting and disclosure in today's evolving regulatory landscape. They help clients comply with global standards, meet stakeholder expectations, and enhance their corporate reputation.

Their services include developing robust reporting frameworks, crafting clear and transparent disclosures, and integrating sustainability practices into overall governance strategy. By leveraging their expertise, clients can ensure their reporting is accurate, impactful, and aligned with best practices.

The Governance Advisory Council, along with the Corporate Governance Institute's university accreditation, forms a globally recognized standard for educational programs. Boards can now have confidence that directors educated by the Corporate Governance Institute have achieved the level of qualification required for today's boardroom director.

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The Governance Advisory Council (GAC) plays a key role in setting a global standard for corporate governance education. This council comprises global and local boardroom leaders, advisors to boards, executive search professionals, academics, as well as private and government advisors to boards.

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The GAC's unique collaboration ensures that the educational programmes delivered by the Corporate Governance Institute are exactly what is required of the modern board director. This is achieved through the council's direct connection to the people being certified, allowing them to shape the courses and membership programmes.

Boards can now have confidence that directors educated by the Corporate Governance Institute have achieved the level of qualification required for today's boardroom director. This is due to the institute's university accreditation, which forms a globally recognised standard for its educational programmes.

The Corporate Governance Institute's educational programmes are designed to equip directors with the skills and knowledge needed to excel in today's boardroom. By achieving certification, directors can demonstrate their commitment to excellence in corporate governance.

The following programmes are part of the Corporate Governance Institute's educational offerings:

The 2025 proxy season was a complex and dynamic time, marked by significant shifts in the regulatory environment. A new administration took office, bringing revised SEC guidance on Regulation 13D/13G beneficial ownership rules, which dampened some investor engagement activity.

These changes had a notable impact on the number of investor engagement activities, with a 30% decrease as a result. This change was a direct consequence of the new administration's revised guidance.

The introduction of broad global tariffs on April 2, 2025, also known as the "Liberation Day" announcement, sparked significant market volatility. Recent trade agreements have tempered initial concerns, but ongoing negotiations and administration positions signal continued uncertainty.

The shift in power in the U.S. following the election cycle in 2024 will significantly impact ESG initiatives. Republicans will take over the White House and control both chambers of Congress, which will likely lead to changes in ESG policies and regulations.

Here's a summary of the key events that affected the 2025 proxy season and their impact on governance:

Effective shareholder engagement is crucial for any company. Shareholder engagement is a key aspect of corporate governance advisory.

Retail shareholders, in particular, require effective engagement strategies. This is evident from the related service "Effectively Engage with Your Retail Shareholders" dated 07 April 2025.

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Engaging with retail shareholders can be challenging due to their diverse backgrounds and interests. Shareholder & Proxy Advisory Firm Engagement is a service that can help address this challenge.

A well-planned engagement strategy can lead to improved shareholder satisfaction and loyalty. This can be seen in the related service "Effectively Engage with Your Retail Shareholders" dated 07 April 2025.

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Cleary Gottlieb's Corporate Governance practice has over 70 years of experience guiding clients through evolving critical governance questions and best practices in board operation, director responsibilities, and shareholder relations, as well as the practical application of these standards in the context of specific business activities.

Our team has extensive experience in advising on high-stakes, contentious, and reputation-critical corporate advisory matters, including mergers and acquisitions. We add efficiency to the client experience by integrating our broader capital markets, M&A, and litigation lawyers.

Here are some examples of our expertise in mergers and acquisitions:

Cleary M&A Watch is a team of experienced lawyers who have over 70 years of experience guiding clients through complex mergers and acquisitions. They have a deep understanding of the practical application of corporate governance standards in business activities.

Their core team of corporate governance advisors have extensive experience in advising on high-stakes matters, including activism and shareholder engagement, board and management roles, and crisis management. They're like a steady hand on the wheel, helping navigate through turbulent times.

Cleary M&A Watch integrates their broader capital markets, M&A, and litigation lawyers to provide immediate and practical advice on complex scenarios. This collaborative approach is like having a team of experts in different areas working together to solve a puzzle.

Their ranks include former federal prosecutors and senior U.S. Securities and Exchange Commission officials, bringing unique insights and knowledge to the table. They're not just lawyers, they're problem-solvers with a deep understanding of the law.

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Here are some of the key areas where Cleary M&A Watch provides guidance:

They also host conferences and webcasts on topics like the 2025 Proxy Disclosure Conference and Governance Watch Webcast: 2025 Proxy Season Highlights, providing valuable insights and updates on the latest trends and developments in M&A.

Corteva's Split into Two Public Companies is a significant development in the agricultural technology sector. The company's Board of Directors has unanimously approved a plan to separate into two independent, publicly traded companies.

The separation involves a spin-off of the Seed business, which will be known as SpinCo. This business is expected to generate $9.9 billion in net sales for 2025.

One of the companies, New Corteva, will comprise the current Crop Protection business and is estimated to have $7.8 billion in net sales for 2025. This represents 44% of Corteva's total net sales for 2025.

The separation is expected to be a tax-free transaction for Corteva shareholders.

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Regulatory Clarity is crucial for any company navigating the complex world of corporate governance. Sodali & Co provides comprehensive support for regulatory, governance, and sustainability reporting and disclosure, helping you comply with global standards and meet stakeholder expectations.

Their expertise includes developing robust reporting frameworks, crafting clear and transparent disclosures, and integrating sustainability practices into your overall governance strategy. This ensures your reporting is accurate, impactful, and aligned with best practices.

To achieve regulatory clarity, consider the following services offered by Sodali & Co:

Navigating the complexities of modern corporate governance requires a deep understanding of regulatory requirements and stakeholder expectations. Sodali & Co provides comprehensive support for regulatory, governance, and sustainability reporting and disclosure in today's evolving regulatory landscape.

Sodali & Co helps companies comply with global standards and meet stakeholder expectations by providing services such as developing robust reporting frameworks and crafting clear and transparent disclosures.

Their expertise ensures that reporting is accurate, impactful, and aligned with best practices, demonstrating a commitment to long-term value creation and responsible corporate citizenship.

Sodali & Co's services include integrating sustainability practices into a company's overall governance strategy, which is crucial for maintaining a strong corporate reputation.

Their team of experts can help you develop a tailored approach to regulatory, governance, and sustainability reporting and disclosure, ensuring you stay ahead of the curve in an increasingly scrutinized and regulated environment.

Here are some key services offered by Sodali & Co:

Circle Internet Financial, LLC received regulatory clarity on SEC matters concerning payment stablecoins.

Cravath represented Circle Internet Financial, LLC on these matters.

The regulatory clarity was concurrent with Circle Internet Group Inc.'s initial public offering.

This shows how regulatory clarity can be achieved even amidst a major event like an IPO.

Circle Internet Financial, LLC was able to navigate the regulatory process with the help of Cravath.

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The advisory council is made up of experienced board directors who have created and delivered the Diploma in Corporate Governance. This diploma provides access to the latest thinking and methodologies used at the world's most admired boards.

The advisory council's expertise is evident in the high-quality courses they've created, which are specifically designed for board directors.

Their courses are built on the latest best practices, giving you the knowledge and skills you need to excel in corporate governance.

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