Claudia Allen

Claudia H. Allen serves as co-chair of the Corporate Governance practice. She counsels boards, management and investors in public and private companies on corporate governance matters and related issues, such as shareholder activism and engagement, shareholder proposals, defensive measures including shareholder rights plans, takeover preparedness, board/committee process and structure and fiduciary duties. Her practice also encompasses transactional matters, including private and public mergers and acquisitions, and securities matters, including compliance with the Dodd-Frank and Sarbanes-Oxley Acts.
A recognized speaker on corporate governance issues, Claudia has made presentations to the American Bar Association, the Association of Corporate Counsel, Institutional Shareholder Services’ Governance Exchange, the Minority Corporate Counsel Association, the National Investor Relations Institute and the Society of Corporate Secretaries & Governance Professionals. She has also appeared on CNBC’s Power Lunch and Squawk on the Street.
Claudia’s landmark studies of forum selection provisions in charters and bylaws and majority voting in director elections have been widely cited, including by the Securities and Exchange Commission and the Report of the New York Stock Exchange Commission on Corporate Governance. Her informed perspective and depth of knowledge on governance and transactional issues have made her a sought-after commentator and author for publications including The Wall Street Journal, The New York Times, The Financial Times, The Washington Post, Handelsblatt, Nikkei, The Independent and The Harvard Law School Forum on Corporate Governance and Financial Regulation.
An appointed member of the Committee on Corporate Laws of the Business Law Section of the American Bar Association, Claudia chairs the Committee’s general review task force and chaired its task force on public company preferred stock. She is a frequent speaker at the Ray Garrett Jr. Corporate and Securities Law Institute at Northwestern University Law School, is a member of the Institute’s Executive Committee and served as chairman of the 30th Annual Institute. Claudia also serves on the Coordinating Committee for the Delaware Business Law Forum, and is a member of the Advisory Board for Bloomberg BNA’s Corporate Accountability Report.
Claudia has been selected for inclusion in The Best Lawyers in America (2012–2013), the International Who’s Who of Corporate Governance Lawyers (2013) and Expert Guides’ Women in Business Law – Corporate Governance (2012).

Posts by Claudia Allen

  • Exclusive Forum Provisions: Putting on the Brakes (12.19.12 )

    By Claudia H. Allen, Co-Chair, Corporate Governance practice, KattenMuchinRosenman LLP Responding to the wave of lawsuits being filed against Delaware corporations and their boards outside Delaware, a growing number of Delaware corporations adopted1 exclusive forum charter or bylaw provisions during 2011.2 These provisions, which began to garner attention in 2010, require that derivative actions, shareholder class […]

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