Doreen E. Lilienfeld


Doreen Lilienfeld is the Global Governance & Advisory Practice Group Leader.

She focuses on a wide variety of compensation-related matters, including the design and implementation of retention and compensation plans, disclosure and regulatory compliance, and employment negotiations with senior executives. She has advised both U.S. and non-U.S. issuers on corporate governance and regulatory requirements relating to compensation and benefits matters.

Doreen has been a resident in the Frankfurt, London and Bay Area offices of Shearman & Sterling. She is a lecturer in Executive Compensation at the Berkeley School of Law. For the past fifteen years, Doreen has spearheaded the publication of the Shearman & Sterling LLP survey of the compensation-related corporate governance practices of the largest 100 domestic issuers.

Selected Experience

  • ADS Waste Holdings, Inc., Altice USA, CVS Health Corporation, Genmab, IMAX Corporation, Nokia Corporation, Quest Diagnostics Incorporated, The Chefs’ Warehouse, Valvoline and Dick’s Sporting Goods, in relation to regular executive compensation, disclosure and governance advice
  • General Electric in the combination of the GE Oil & Gas Business with Baker Hughes Incorporated to create a $32 billion oilfield provider.
  • The Dow Chemical Company in its $5 billion Reverse Morris Trust transaction with Olin for the Chlor-Alkali and Derivatives business, its acquisition of Rohm and Haas Corporation, and its dispositions of Morton Salt to K&S Aktiengesellschaft, Styron to Bain Capital and its global polypropylene business to Braskem and advice to Dow on related compensation and pension matters.
  • Salesforce.com in its $2.8 billion public tender offer for Demandware, Inc. and in its acquisition of private company Quip, Inc.
  • Altice N.V. in its $17.7 billion purchase of Cablevision

Selected Publications

  • “Ready or Not: Final Clawback Rules Are Coming,” Directors & Boards, Third Quarter 2016
  • “Attracting a Strong Biotech Board is Becoming Harder,” BioCentury, April 25, 2016
  • “Biopharmaceutical Companies Cannot Ignore Delaware Director Compensation Cases,” Nature Biotechnology, April 2016
  • “Modern Trends in Private Company Executive Compensation – Use of Profits Interests,” Probate and Property, A Publication of the Real Property, Trust and Estate Law Section of the American Bar Association, Volume 30, Number 1, January/February 2016
  • “Standing On Higher Ground: How And When To Adopt Pay Practices That Don’t Comply With Proxy Adviser Guidelines,” Bloomberg BNA’s Corporate Law & Accountability Report, February 2, 2015
  • “The Imperative for Gender Diversity on Boards,” The Corporate Governance Advisor, Volume 22, Number 3, May/June 2014
  • “Will Dodd-Frank’s Diversity Mandates Go Far Enough?”, Law360, April 11, 2014
  • “Measures to Increase Gender Diversity on Corporate Boards,” New York Law Journal, Volume 251, No. 04, January 7, 2014
  • “Pay Ratio Rules:  Practical Compliance Challenges,” Bloomberg BNA’s Pension & Benefits Daily, Volume 208, October 28, 2013
  • “Executive Compensation Planning for Pre-IPO Companies,” Bloomberg BNA’s Securities Regulation and Law Report, Volume 44, page 157, January 23, 2012


  • Benjamin N. Cardozo School of Law, J.D., 1993, magna cum laude
    • Managing Editor, Cardozo Law Review
  • New York University, B.A. with honors in Psychology, 1990


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