Shareholder Advisory Specialist

OverviewCleary 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 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.ResponsibilitiesVulnerability AssessmentAnalyze client shareholder bases to identify concentrations of activist-friendly institutional investors and flag accumulation patternsScore client governance profiles against ISS and Glass Lewis policy frameworks to identify potential "against" vote recommendations ahead of proxy seasonModel total shareholder return (TSR) underperformance relative to peers and construct the narrative an activist could use against a clientReview board composition for common activist attack vectors, including director tenure, diversity, independence, and overboardingEvaluate financial, strategic, and governance vulnerabilities to prepare corporate clients for potential activist shareholder engagement through corporate preparedness assignmentsActivism MonitoringTrack Schedule 13D, 13G, and 13F filings via EDGAR to detect early-stage activist accumulationMonitor live activist campaigns across the market to identify playbooks relevant to client sectors and industriesMaintain a watch list of known activists (including Elliott, Starboard, Third Point, and others) and flag entry into client industry verticalsDevelop proprietary knowledge and insights into trading activity and capital markets monitoring for clientsMonitor and stay current on relevant trends and regulatory developments in domestic and international shareholder engagement and governance best practicesProxy Season SupportBuild vote outcome models for say-on-pay proposals, director elections, and shareholder proposalsBenchmark executive compensation programs against ISS and Glass Lewis policy tests and identify areas of exposureDraft engagement talking points and materials for management and board roadshows ahead of annual meetingsStrategic Advisory SupportProvide strategic input to issuers on contested M&A situations, capital market considerations, and investor relationsCreate, maintain, and review complex materials and analyses relating to shareholder activism, corporate governance, and trading activityWork closely with group heads and partners to establish and refine ongoing processes and procedures for client service deliveryBusiness Development SupportIdentify prospective clients with elevated activism vulnerability based on governance profile, shareholder composition, and TSR performanceProduce sector sweep reports identifying governance weaknesses, concentrated activist ownership, or TSR underperformance across a given industryBrief partners on activism trends and developments to support client pitches and client alert publicationsQualificationsBachelor's degree required; a degree in Finance, Economics, Business Administration, or a related field preferred3–5 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 focusActivist hedge fund or activism defense advisoryIn-house shareholder intelligence or investor relations at a public companyStrong financial modeling skills, including peer benchmarking and TSR analysisProficiency 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 policiesAdvanced proficiency in Microsoft Office, including Excel and PowerPointExceptional 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 audiencesAbility 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 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. Click on the following links to view the California Privacy Policy and Notice at Collection for California Residents.