Doreen Lilienfeld is a partner in the Executive Compensation & Employee Benefits Group. She has been involved in a wide variety of compensation-related matters, including the design and implementation of compensation plans, regulatory compliance, proxy statements and employment negotiations with senior executives. Additionally, she has primary responsibility for compensation and benefits issues relating to corporate finance, private equity and other mergers and acquisitions transactions. Ms. Lilienfeld has advised both U.S. and non-U.S. issuers on corporate governance issues, Sarbanes-Oxley requirements and stock exchange regulations relating to compensation and benefits matters.

Ms. Lilienfeld has been resident in the Frankfurt, London and Bay Area offices of Shearman & Sterling. She became a partner in January 2002.

For the past nine years, Ms. Lilienfeld has spearheaded the publication of the Shearman & Sterling LLP survey of the compensation-related corporate governance practices of the largest 100 domestic issuers.

• Provide regular executive compensation, disclosure and governance advice to JetBlue Airways Corporation, Quest Diagnostics, Federal Agriculture Mortgage Corporation (Farmer Mac) and Nokia Corporation
• The Dow Chemical Company in its acquisition of Rohm and Haas Corporation and the disposition of Morton Salt, and advice to Dow on related compensation and pension matters
• Boston Scientific in connection with its acquisition of Guidant Corp. and advice on post-transaction compensation issues, including the disclosure of change in control and other compensation information, securities laws filings, and structuring retention programs that comply with the deferred compensation requirements of Section 409A of the Internal Revenue Code
• Quest Diagnostics in its acquisition of LabOne and its $2 billion acquisition of AmeriPath
• Nokia Corporation in its $8 billion acquisition of NAVTEQ
• Expedia, Inc. in its acquisition by USA Networks and the executives of Expedia in their contract negotiations
• A multinational investment bank in connection with its internal investigation of the use and classification of consultants and other independent contractors
• Regularly advises individual executives of public companies and private enterprises on employment, severance and retention issues, including the executive team of Intelsat in connection with the company’s acquisition by a private equity buyer and through management changes following merger of equals, the management team of Applied Films, Inc. in its acquisition by Applied Materials and the management team of USI Holdings, Inc. in connection with its acquisition by Goldman Sachs Capital Partners

• "Executive Compensation Clawbacks," New York Law Journal, Volume 243, No. 46, March 29, 2010
• "Emerging Trends in Compensation Regulation," The Review of Securities and Commodities Regulation, Vol. 43, No. 3, February 3, 2010