Claudia H. Allen

Chicago Office
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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, the Private Directors Association 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 IndependentThe Harvard Law School Forum on Corporate Governance and Financial Regulation and The Conference Board Governance Center Blog.

Claudia co-chairs the general review task force of the Committee on Corporate Laws of the Business Law Section of the American Bar Association and chaired its task force on public company preferred stock. She also served as chairman of the 30th Annual Ray Garrett Jr. Corporate and Securities Law Institute at Northwestern University Law School.

Shown below is a selection of Claudia’s engagements.

  • Representation of a public company audit committee as independent counsel in connection with related party issues and related transaction.
  • Representation of the trustee for certain founding family members in connection with initial public offering of NYSE-listed company with dual-class common stock. Subsequently advised certain trustees concerning securities law issues relating to stock held in trusts.
  • Representation of an NYSE-listed issuer in successfully defeating novel 2012 shareholder proposal from labor union-affiliated fund, seeking repeal of forum selection bylaw.
  • Representation of the board of an NYSE-listed issuer concerning adoption of shareholder rights plan, board declassification and other governance issues. Served as counsel to the audit and nominating and governance committees.
  • Representation of the lead investor in structuring its participation in a private real estate fund formed following Dodd-Frank.
  • Representation of an NYSE-listed REIT in connection with various acquisitions, including $625 million acquisition of a private REIT, acquisition of a public REIT and $1.2 billion portfolio acquisition from a public company.


The International Who's Who of Corporate Governance Lawyers

The International Who's Who of Corporate Governance Lawyers, 2013–2016

Expert Guides' Women in Business Law – Corporate Governance

Expert Guides' Women in Business Law – Corporate Governance, 2012–2016
Best Lawyers Lawyer of the Year 2017, Corporate Governance Law, Chicago
Best Lawyers in America, 2012–2017
Super Lawyers, 2017
July 22, 2014
Author, Bylaws and Arbitration, The D&O Diary
December 14, 2012
Author, Exclusive Forum Provisions: Putting on the Brakes, Bloomberg BNA's Corporate Accountability Report
February 14, 2012
Delaware Corporations Seek to Counter Forum Shopping, Harvard Law School Forum on Corporate Governance and Financial Regulation
January/February 2012
‘Say-on-Pay' Becomes ‘Sue-on-Pay': Plaintiff Attorneys Are Putting Teeth into Failed Say-on-Pay Votes, The Corporate Board
Fourth Quarter 2011
Claudia Allen on Margaret Foran: A Pioneer in Proactive Shareholder Engagement, Directors & Boards
September 20, 2010
The U.S. Proxy System: Can It Withstand Shareholder Democracy?, BNA Securities Regulation & Law Report
April 2008
Majority Rules the Boardroom, Directors Monthly
February 2008
Majority Voting in Director Elections—The New Prevailing Standard, The Corporate Counselor
November 23, 2007
Study of Majority Voting in Director Elections, The Harvard Law School Corporate Governance Blog
July 2006
Majority Voting and Governance Power, The Corporate Board
June 2006
Majority Voting and Shareholder Democracy, Securities Litigation Report
May 2006
The Consequences of Majority Voting, Directorship
May 2006
Majority Voting: One Piece of the Activist Agenda, The Corporate Compliance and Regulatory Newsletter
March 28, 2006
Stockholders and Boards: The Shifting Balance of Power, Financial Executives International
Internal Controls at Year Three: Where Do We Go from Here?, Directors & Boards
Author | Corporate & Financial Weekly Digest
Firm News
January 10, 2013
Strategies for Dealing with Activists | National Investor Relations Institute | Chicago, Illinois
November 16, 2012
Hot Proxy Issues | Society of Corporate Secretaries and Governance Professionals, Midwest Regional Conference | Chicago, Illinois
March 23, 2012
Current Dynamics in Director Elections | ABA Business Law Section Spring 2012 Meeting | Las Vegas, Nevada
October 21, 2011
Fourth Annual Delaware Business Law Forum | Wilmington, Delaware
October 13, 2011
Focus on Executive Compensation | Society of Corporate Secretaries and Governance Professionals' 2011 Regional Fall Conference | New York, New York
May 3, 2011
Exclusive Venue Provisions: Debating the Merits of Delaware as Exclusive Litigation Forum | Institutional Shareholder Services Governance Exchange
April 28, 2011
The Latest in Corporate Governance and Shareholder Interaction | 31st Annual Ray Garrett Jr. Corporate and Securities Law Institute | Chicago, Illinois
April 29, 2010
A Conversation with Meredith Cross, SEC Director of Corporation Finance | 30th Annual Ray Garrett Jr. Corporate and Securities Law Institute | Chicago, Illinois
April 13, 2010
The Board/Shareholder Struggle for Power – State Law Perspectives on Proxy Access | West LegalEdcenter/Northwestern Law
May 1, 2009
Developments in Governance and Lessons Learned from the Financial Crisis | 29th Annual Ray Garrett Jr. Corporate and Securities Law Institute | Chicago, Illinois


  • JD, Columbia University, James Kent Scholar, Harlan Fiske Stone Scholar
  • BA, Yale University, magna cum laude

Bar Admissions

  • Illinois
  • New York


The International Who's Who of Corporate Governance Lawyers


Expert Guides' Women in Business Law – Corporate Governance

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  • American Bar Association, Corporate Laws Committee and Delaware Business Law Forum
  • American College of Governance Counsel, Fellow
  • Bloomberg BNA, Corporate Law & Accountability Report Advisory Board
  • Chicago Finance Exchange
  • Columbia Law School Association, Board of Directors and Vice President
  • Ray Garrett Jr. Corporate and Securities Law Institute, Executive Committee
  • Private Directors Association, a Founder
  • Society of Corporate Secretaries & Governance Professionals, Chicago Chapter Advisory Committee
  • Association of the Bar of the City of New York
  • The Chicago Bar Association
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