Gillian Emmett Moldowan is a partner in the Compensation, Governance & ERISA practice.
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 Advanced Disposal, Altice USA, Alexanders, American Axle & Manufacturing, Bank of America, Boston Scientific, Constellium, Deere, Fairfax Financial, General Electric, Goldman Sachs, Guggenheim Partners, IMAX, JPMorgan, Kestra, Liberty Global, Mubadala, New York State Deferred Compensation Plan board, Quest Laboratories, The Chefs’ Warehouse, The Rohatyn Group and Valvoline
- 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 and not-for-profit industries
- Prairie Farms in connection with its acquisition of certain assets of Dean Foods under a bankruptcy court approved sale procedure
- Oryx Midstream in its agreement to acquire Targa Resources Corp.’s Permian Delaware crude business in a deal valued at approximately $135 million
- 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
- Ecopetrol on its joint venture with Occidental Petroleum Corporation to develop 97,000 net acres in the Permian Basin in west Texas
- Stone Point Capital LLC in its sale of Hodges-Mace, LLC to Alight Solutions
- 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
- Bank of America Securities as underwriters of Homology Medicines, Inc.’s follow-on public equity offering of common stock
- Cisco Systems Inc. in its acquisition of Singularity Networks
- The Praetorian Group in its acquisition by Lexipol, a portfolio company of The Riverside Company
- Genmab A/S in connection with its initial public offering and listing of ADSs on the Nasdaq
- Uzabase, Inc. in its acquisition of Quartz Media LLC from Atlantic Media, Inc
- 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
- Capital Square Partners and Aegis in the sale of Aegis to StarTek, Inc.
- General Electric in its combination of GE Oil & Gas and Baker Hughes and subsequent transactions with Baker Hughes
- Altice USA in its initial 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.
- Citi in its divestiture of foreign banking assets
- Community Bank System in its acquisition of Merchants Bancshares, Inc.
- Lockheed Martin Corporation in its $9 billion acquisition of Sikorsky Aircraft from United Technologies Corporation
- Goldman Sachs and Rhone Capital in their acquisition of Neovia Logistics
- Freeport-McMoRan in its $1.8 billion sale of Candelaria/Ojos
- Comcast Corporation in its $45.2 billion bid to acquire Time Warner Cable, Inc., divest cable systems to Charter Communications and spinoff of GreatLand Connections
- Roche in its $8.3 billion acquisition of InterMune
- PricewaterhouseCoopers in its acquisition of Booz & Company
- Campbell Soup in its acquisition of Plum Organics
- ConAgra Foods, Inc. in its $5 billion acquisition of Ralcorp Holdings, Inc.
- Regularly provides pro bono services to organizations and individuals on a variety of matters, including providing advice to the Legal Aid Society, Sanctuary for Families and various not for profit arts organization
The George Washington University Law School
J.D., with Highest Honors
- Order of the Coif
- George Washington Scholar
- Member, The George Washington Law Review
Barnard College, Columbia University
- Member, New York City Bar Employee Benefits & Executive Compensation Committee
- Legal Counsel, International Center of Medieval Art
- Legal Counsel, AIESEC United States
- Trustee, Stevens Cooperative School Board of Trustees (2016 - 2020)
Awards & Accolades
- Selected as a 2019 “Benefits Practice of the Year” 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
- “The Regulatory Forces Changing Expectations on Public Companies,” moderated at IR Magazine’s ESG Integration Forum (December 2019)
- “Getting Executive Compensation Right: What You Need to Know,” moderated at Society for Corporate Governance’s 2019 Eastern Regional Fall Conference (September 2019)
- “Your Shareholders and You – Trends in Shareholder Proposals,” presented at NASPP (National Association of Stock Plan Professionals) Conference (September 2019)
- “The Compensation Landscape: Regulatory Updates and Investor Trends to Watch,” presented at the Building Better Boards Conference (September 2019)
- “Understanding the Securities Laws” presenter at Practising Law Institute (PLI) (July 2019, July 2018)
- “The Shifting Wind of Clawbacks,” Workspan Magazine (April 2019)