Gillian Emmett Moldowan is Global Governance & Advisory Practice Group Leader and a partner in the Compensation, Governance & ERISA practice. Gillian is Co-Chair of the ShearmanWomen Council and a member of the firm’s Women Partners Committee.

She advises companies, boards of directors, executives and investors on compensation and benefit matters, including equity-based incentives, deferred compensation programs and employment, retention and severance arrangements. Her practice focuses in particular on issues that arise at the intersection of human capital management and corporate governance and in securities offerings and mergers and acquisitions transactions. She regularly counsels clients on disclosure, trading rules (including Section 16) and the negotiation of executive employment arrangements. Gillian also advises on the applicability of federal securities law, tax law and general employment-related legal issues.

• Regularly provides executive compensation, disclosure and governance advice to corporate and financial institution clients, including Advance Publications, Altice USA, American Axle & Manufacturing, AngloAmerican, Bank of America, Boston Scientific, Citigroup, Constellium, Energizer, Fairfax Financial, General Electric, Goldman Sachs, IMAX, JPMorgan, Kestra, Liberty Global, Morgan Stanley, New York State Deferred Compensation Plan Board, Paramount, Quest Laboratories, The Chefs’ Warehouse, The Rohatyn Group, TPG, Valvoline and USAA
• Regularly advises individual executives of public companies and private enterprises on employment, retention and severance issues, including having provided advice to CEOs and other executives in the media, consumer products, retail, financial services, healthcare, technology and not-for-profit industries
• Regularly provides pro bono services to organizations and individuals on a variety of matters, including providing advice to various not for profit arts and education organizations

Public Company

• Altice USA in its
  • agreement to sell 49.99% of its LightPath fiber enterprise business to Morgan Stanley Infrastructure Partners for an implied enterprise value of $3.2 billion and in its pending $310 million acquisition of the assets of Morris Broadband
  • public offering and subsequent separation from Altice N.V.
• American Axle & Manufacturing Holdings in its acquisition of NYSE-listed automotive components manufacturer Metaldyne Performance Group Inc.
• Anglo American plc on the combination of its nuGen™ Zero Emissions Haulage Solution with First Mode Holdings
• Ardagh Group S.A. in connection with
  • the combination of its Food & Specialty Metal Packaging business with Element Holdings II L.P., an entity controlled by The Ontario Teachers' Pension Plan, to form Trivium Packaging
  • the combination of its metal packaging business with Gores Holdings V, Inc., a special purpose acquisition company affiliated with The Gores Group
  • Ardagh Glass Packaging Inc.’s acquisition of a glass bottle manufacturing facility located in Houston, Texas from Longhorn Glass Manufacturing, L.P., a wholly-owned subsidiary of Anheuser-Busch InBev SA/NV
• Bank of America Securities as underwriters of Homology Medicines, Inc.’s follow-on public equity offering of common stock
• Boston Scientific Corporation in its
  • acquisition of Apollo Endosurgery
  • acquisition of Baylis Medical Company for $1.75 billion
• Cisco Systems Inc. in its acquisition of Singularity Networks
• Citi in its divestiture of foreign banking assets
• Ecopetrol on its joint venture with Occidental Petroleum Corporation to develop 97,000 net acres in the Permian Basin in west Texas
• General Electric in its combination of GE Oil & Gas and Baker Hughes and subsequent transactions with Baker Hughes
• GE Healthcare on the acquisition of IMACTIS, a provider of computed tomography interventional guidance
• Genmab A/S in connection with its initial public offering and listing of ADSs on the Nasdaq
• Greenidge Generation Holdings Inc. in its merger with Support.com
• TPG Inc. on the executive compensation, equity incentive, and senior executive and founder retention matters and related governance and disclosure considerations in connection with its $1 billion initial public offering
• Valvoline Inc., as borrower, on a $1.05 billion financing consisting of a five-year $575 million term loan A facility and a five-year $475 million revolving credit facility, including a $100 million letter of credit facility

Private Capital

• Bluespring Wealth Partners, LLC, a subsidiary of Kestra Financial, Inc. in its acquisitions of various independent investment advisors
• Capital Square Partners and Aegis in the sale of Aegis to StarTek, Inc.
• Cardinal Midstream Partners in its acquisition of all of Medallion Midstream Services’ equity interests in Medallion Delaware Basin
• Caris Life Sciences, Inc. as borrower on a $400 million senior secured term loan facility provided by OrbiMed and Braidwell
• eGroup Enabling Technologies, LLC, an affiliate of Evolute Capital, LLC, in connection with its acquisition of certain assets of Enabling Technologies Corp. of Florida
• J.F. Lehman & Company in its
  • agreement to sell Lone Star Disposal to Waste Connections US Holdings
  • investment affiliate’s acquisition of the assets of the Narda-MITEQ division and the stock of Narda Safety Test Solutions, GmbH from L3Harris Technologies, Inc.
• Kroll Bond Rating Agency LLC in its acquisition by private equity firm Parthenon Capital Partners
• Oryx Midstream in its agreement to acquire Targa Resources Corp.’s Permian Delaware crude business in a deal valued at approximately $135 million
• The Praetorian Group in its acquisition by Lexipol, a portfolio company of The Riverside Company
• Prairie Farms in connection with its acquisition of certain assets of Dean Foods under a bankruptcy court approved sale procedure
• Stone Point Capital LLC in its sale of Hodges-Mace, LLC to Alight Solutions
• Sumitomo Mitsui Banking Corporation in its strategic alliance with Marathon Capital for collaboration in the ESG-related space
• Temasek Holdings (Private) Limited in its sale of a 6.3% stake in Virtu Financial, Inc
• Wafra Inc. in connection with its launch of Global Container International Holdings LLC
• Uzabase, Inc. in its acquisition of Quartz Media LLC from Atlantic Media, Inc

Professional Affiliations

• Chair, New York City Bar Executive Compensation & Employee Benefits Committee (2021–present)
• Member, New York City Bar Employee Benefits & Executive Compensation Committee (2019–present)
• Advisory Board Member, The Institute for Inclusion in the Legal Profession (IILP)
• Legal Counsel, International Center of Medieval Art
• Legal Counsel, AIESEC United States
• Trustee, Stevens Cooperative School Board of Trustees (2016–2020)

Awards & Accolades

• Recognized by Chambers USA as Band 4 (2023) and as “Up and Coming” (2021 and 2022)
• A member of the 2019 “Benefits Practice of the Year” selected by Law360 (January 2020)
• Recognized as a “Rising Star” by Law360 (July 2018)

Publications & Speaking Engagements

• Regularly speaks and publishes on incentive compensation, federal legislation and its impact on employment and best practices in corporate governance and human capital management
• Lead contributor to the publication of the Shearman & Sterling’s annual survey of the compensation-related corporate governance practices of the largest 100 domestic issuers
• “SEC’s Comp Guidance Raises New Questions for Boards,” Agenda (Oct. 23, 2023)
• “Clean Energy Tax Credits’ Wage Apprentice Rules: Key Points” Law 360 (Feb 2023)
• “The Changing Perception Of Human Capital Resources” in StrategicCHRO360 (December 2021)
• “How to Set Up and Grow Your U.S. Office,” presented as part of the U.K. Department for International Trade’s RegTech Roadshow (February 2021)
• “Understanding the Securities Laws,” and “Directors Institute” presenter at Practising Law Institute (PLI) (2018 - present)
• “The Shifting Wind of Clawbacks,” Workspan Magazine (April 2019)