Holly J. Gregory
HOLLY J. GREGORY, co-leader of Sidley’s global Corporate Governance and Executive Compensation practice, counsels clients on the full range of governance issues, including fiduciary duties, risk oversight, conflicts of interest, board and committee structure, board leadership structures, special committee investigations, board audits and self-evaluation processes, shareholder activism and initiatives, proxy contests, relationships with shareholders and proxy advisory firms, compliance with legislative, regulatory and listing rule requirements, and governance “best practice.” She is frequently called on to advise boards regarding highly confidential, sensitive and unusual matters.
Holly played a key role in drafting the OECD Principles of Corporate Governance and has advised the Internal Market Directorate of the European Commission on corporate governance regulation, and the joint OECD/World Bank Global Corporate Governance Forum on governance policy for developing and emerging markets. She also drafted the National Association of Corporate Directors (NACD) Key Agreed Principles of Corporate Governance.
In addition to her legal practice and policy efforts, she has lectured extensively on governance topics, including at events in Europe and Asia sponsored by the U.S. State Department, International Corporate Governance Network (ICGN), The Conference Board, the NACD, Association of Corporate Counsel, Society of Corporate Secretaries & Governance Professionals, and Institutional Shareholder Services (ISS). The author of numerous articles on governance topics, she writes the governance column for Practical Law: The Journal.
Holly began a three-year term as Chair of the American Bar Association (ABA) Business Law Section’s Corporate Governance Committee in September 2014. She is founding co-chair of that Committee’s Subcommittee on International Corporate Governance Developments and serves as co-chair of the ABA Delaware Business Law Forum. She recently completed a six-year term on the ABA Corporate Laws Committee, where she co-chaired the task force that issued the Sixth Edition of the ABA Corporate Directors Guidebook (April 2011). She also chaired the ABA task force that delivered the Report on the Delineation of Governance Roles & Responsibilities to Congress and the SEC in August 2009. Holly is a Founding Trustee and Fellow of The American College of Governance Counsel. She has served as an Adjunct Professor at Columbia Business School and as a member of multiple NACD Blue Ribbon Commissions.
Holly clerked for the Honorable Roger J. Miner, United States Court of Appeals for the Second Circuit. A summa cum laude graduate of New York Law School and Executive Editor of its Law Review, Holly served on the Board of Trustees of New York Law School from 2009 through 2011.
Holly is widely recognized for her work, including as: among the “100 Most Influential Players in Corporate Governance” (NACD/Directorship 100), Directorship Magazine, 2016 and all prior years; the “Best in Corporate Governance” at Euromoney Legal Media Group’s Americas Women in Business Law Awards 2016 and at the 2012 inaugural Awards; the leading practitioner in corporate governance law in the Guide to the World’s Leading Women in Business Law (July 2010); one of “the best and brightest minds in the legal profession” in Ethisphere’s 2015 Attorneys Who Matter; and a “Leading Practitioner in Corporate Governance” in the International Who’s Who of Corporate Governance Lawyers, 2016 and prior years.
- “Board Assessment of Compliance Programs,” Practical Law Journal (March/April 2017).
- “Proxy Access Reaches the Tipping Point: Adopted by Just Over 50% (251) of S&P 500 Companies as of December 31, 2016,” Corporate Governance Report (January 3, 2017).
- “ISS and Glass Lewis Policy Updates for the 2017 Proxy Season,” Corporate Governance Update (November 29, 2016).
- “ISS Releases “QualityScore” Updates and Opens Data Verification Period,” Corporate Governance Update (November 2, 2016).
- “Key Takeaways from the Commonsense Principles of Corporate Governance,” Practical Law Journal (October/November 2016).
- “Proxy Access Update – Momentum Continues to Build in 2016,” Corporate Governance Update (September 22, 2016).
- “Hot Topics for Boards from the 2016 Proxy Season,” Practical Law Journal (July/August 2016).
- “SEC Issues Concept Release on Business and Financial Disclosure Required by Regulation S-K,” Corporate Governance Update (April 2016).
- “SEC Grants No-Action Relief for “Substantially Implemented” Shareholder Proxy Access Proposals – With Some Exceptions,” Corporate Governance Update (February 2016).
- “Board-Driven Internal Investigations,” Practical Law Journal (May 2016).
- “Planning for Leadership Succession and Unexpected CEO Transitions,” Practical Law Journal (March 2016).
- “Proxy Access in 2015 – The Year in Review,” Corporate Governance Update (last updated January 14, 2016).
- “A Board Roadmap for 2016,” Practical Law (December 2015/January 2016).
- “United States,” Getting the Deal Through - Corporate Governance (2015).
- Sidley Perspectives on M&A and Corporate Governance (December 2015).
- “ISS and Glass Lewis Release Policy Updates for the 2016 Proxy Season,” Corporate Governance Update (December 1, 2015).
- “International Banking Regulators Propose Revised Corporate Governance Principles: Reinforce Board Responsibilities for Risk Oversight and Governance Culture,” Banking and Financial Services and Corporate Governance Update (November 17, 2015).
- “ISS Releases QuickScore Updates: Data Verification Period Now Open,” Corporate Governance Update (November 3, 2015).
- “SEC Issues New Guidance on Excludability of Shareholder Proposals,” Corporate Governance Update (October 23, 2015).
- “Hot Topics for the 2016 Proxy Season,” Practical Law (October 2015).
- Sidley Perspectives on M&A and Corporate Governance (August 2015).
- “ISS 2016 Proxy Voting Policy Formulation Underway,” Corporate Governance Update (August 13, 2015).
- “SEC Adopts CEO Pay Ratio Disclosure Rule Required by Dodd-Frank,” Corporate Governance Update (August 7, 2015).
- “Hot Topics for Compensation Committees,”Practical Law (July/August 2015).
- Frankle, Gregory, Varallo & Lyons, “Proceedings of the 2014 Delaware Business Law Forum: Director-Centric Governance in the Golden Age of Shareholder Activism,” The Business Lawyer, Vol. 70, Issue 3, p. 707 (Summer 2015).
- “Lessons from the 2015 Proxy Access Front,” Practical Law (May 2015).
- “Rethinking Board Evaluation,” Practical Law (March 2015).
- “The State of Corporate Governance for 2015,” Corporate Governance and Executive Compensation Update (January 2015).
- “Corporate Governance Issues for 2015,” Practical Law (December 2014/January 2015).
- “International Governance: Serving as a Global Director,”Practical Law (November 2014).
- “Institutional Investor Priorities,” Practical Law (October 2014).
- “Lessons for the 2015 Proxy Season,” Practical Law (September 2014).
- “Using Board-adopted By-laws to Reduce Corporate Threats,” Practical Law (July/August 2014).
- “SEC Review of Disclosure Effectiveness,” Practical Law (June 2014).
- “The Board’s Role in M&A Transactions,” Practical Law (May 2014).
- “Corporate Social Responsibility,” Practical Law (April 2014).
- “Board Oversight of Cybersecurity Risks,” Practical Law (March 2014).
- “Governance Priorities for 2014,” Practical Law (February 2014).