Doreen Lilienfeld
Doreen is a member of the Global Executive Committee of A&O Shearman.

As one of the nation’s foremost authorities on executive compensation and corporate governance, Doreen counsels public and private companies and boards as well as C-suite leaders through their most consequential decisions, from transformative M&A transactions and CEO succession planning to high-profile activist defense and sensitive pay design. Ranked in Chambers USA and recognized in The Legal 500 Hall of Fame and Forbes’ America’s Top Women Lawyers, she has built a practice that sits at the intersection of law, business strategy, and boardroom dynamics.

Doreen maintains a hands-on practice advising on high-profile transactions and sensitive executive transition matters, drawing on decades of experience spanning compensation design, regulatory compliance, employment negotiations for senior executives, and governance advisory for public companies across a range of industries, from technology and telecommunications to healthcare and consumer brands.

Doreen founded the firm’s landmark Corporate Governance and Executive Compensation Survey. The Survey provides insights into significant developments and trends in corporate governance and executive compensation space through a review of the practices of public companies across a range of key guideposts. She is a sought-after speaker, commentator, and thought leader on executive compensation, board effectiveness, and emerging regulatory developments. She serves as a Lecturer in Executive Compensation at the University of California, Berkeley School of Law and is frequently quoted by leading publications, including The Wall Street Journal, Agenda (Financial Times), New York Law Journal, Corporate Board Member, Compliance Week, and The Legal Intelligencer. She is also a regular speaker at prominent industry and academic forums, including Stanford Law School, Practising Law Institute (PLI), NASPP, NYSE Governance Services, and Equilar.

Expertise

Industries

Experience

Representative matters

Technology and Telecom
  • Altice USA, Inc., in its separation and spin-off from Altice N.V., including its initial public offering of common stock and Altice N.V. in its $17.7 billion purchase of Cablevision.
  • Citrix Systems Inc. in its acquisition of Wrike, Inc.
  • Coherent in $400 million sale of aerospace and defense business to Advent International.
  • Hitachi in its $9.5 billion acquisition of GlobalLogic Inc.
  • Intapp in its $314 million initial public offering and Nasdaq listing.
  • Liberty Global plc in its acquisition of Cable and Wireless Communications plc in a public transaction valued at $8.2 billion; and its $23.3 billion acquisition of Virgin Media plc and as parent of Virgin Media in its joint venture with O2.
  • NIC Inc. in its $2.3 billion all-cash acquisition by Tyler Technologies Inc.
  • Salesforce.com in its $2.8 billion public tender offer for Demandware, Inc. and in its acquisition of private company Quip, Inc.
  • SAP SE and Qualtrics International Inc. in the carve out of Qualtrics from SAP, consisting of Qualtrics' $1.55 billion public offering; Qualtrics International in its $1.125 billion acquisition of Clarabridge; the subsequent $12.5 billion sale of Qualtrics to Silver Lake and CPP Investments; and strategic acquisitions of Dremio Corporation and Prior Labs designed to strengthen SAP’s enterprise AI and data infrastructure capabilities.
  • STMicroelectronics on its acquisition of the MEMS sensors business of NXP Semiconductors.
  • Telus International in connection with its NYSE listing and its acquisition of Lionbridge AI.
  • Texas Instruments Incorporated on its proposed acquisition of Silicon Labs for $7.5 billion; and its $900 million acquisition of substantially all of the assets related to the operations of a 300-mm semiconductor factory in Utah from Micron Technology, Inc.
  • Vice Media in its Chapter 11 filing and related employee compensation matters.
  • VMware on its acquisitions of Octarine, Datrium and SaltStack, Inc.
  • Vontier Corporation in its definitive agreement to acquire DRB Systems, from affiliates of New Mountain Capital for approximately $965 million.
  • WebMD Health Corporation in its sale to KKR in a $2.8 billion tender offer.
  • Zillow, Inc. in its acquisition of competitor Trulia, Inc. in a stock-for-stock transaction.
Healthcare and Life Sciences
  • Genmab A/S in its $8 billion acquisition of Merus N.V., a clinical-stage biotechnology company.
  • AcelRx Pharmaceuticals in its acquisition of Lowell Therapeutics.
  • Atrion Corporation in its $815 million merger with Nordson Corp.
  • CVS Health in its $69 billion acquisition of Aetna, and its $10.6 billion acquisition of Oak Street Health.
  • GlaxoSmithKline plc in its $5.1 billion acquisition of Tesaro.
  • Ambipar Response's business, an environmental services provider, in its combination with HPX.
  • invoX Pharma Limited, on its acquisition of F-star Therapeutics, Inc. for $161 million.
  • Novartis' $3.9 billion acquisition of Advanced Accelerator Applications.
  • Quest Diagnostics in various matters, including its acquisitions of Athena Diagnostics, Inc. and Celera Corporation; and its $2 billion acquisition of AmeriPath.

Chemicals/ Manufacturing
  • Albemarle Corporation in its $6.2 billion merger with Rockwood Holdings, Inc. and its $3.2 billion sale of its Chemetall Surface Treatment Business to BASF.
  • Celanese Corporation, a global specialty materials and chemical company, on its $500 million divestment of its Micromax business to Element Solutions Inc.
  • KMG Chemicals in its $1.6 billion acquisition by Cabot Microelectronics Corporation.
  • Laxness in connection with its $1.075 billion acquisition of Emerald Kalama Chemical.
  • LyondellBasell Industries N.V. in its $2.25 billion acquisition of A. Schulman, Inc.
  • The Dow Chemical Company in its $130 billion transaction with DuPont involving the combination of the two companies and separation into three publicly traded entities and the resulting $50 billion spin-off of Dow Inc.; its $5 billion Reverse Morris Trust transaction with Olin; its acquisition of Rohm and Haas Corporation; its $1.67 billion auction sale of Morton Salt to K+S Aktiengesellschaft; its $1.63 billion auction sale of Styron to Bain Capital; its auction sale of the global polypropylene business to Braskem; and advice to Dow on related compensation and pension matters.

Transport and Industrials
  • B/E Aerospace, Inc. on its process to separate its industry-leading businesses into two independent, publicly traded companies, including management team transitions and appointments related to the separation.

Energy and Energy Transition
  • American Water Works Company, Inc. in its $1.275 billion sale of its Homeowner Services Group to funds advised by Apax.
  • Aegion Corporation in its $963 million sale to an affiliate of New Mountain Capital, L.L.C.
  • General Electric in the combination of the GE Oil & Gas Business with Baker Hughes, Inc. to create a $32 billion oilfield provider.
  • Volta, an industry-leading electric vehicle charging and media company, in an agreement to be acquired by Shell USA, for $169 million.

Consumer, Food and Retail
  • Bojangles, Inc. in its sale to Durational Capital Management and The Jordan Company in a public company merger transaction.
  • The Chefs' Warehouse in its acquisition of Chef Middle East, a leading distributer of specialty food and beverage products in the United Arab Emirates, Qatar, and Oman, from Gulf Capital.
  • Tire Rack Holdings, Inc. in its acquisition by Discount Tire.
Financial Services
  • Société Générale, a leading European bank, on its plan to form a joint venture with AllianceBernstein, a leading global investment management and research firm, through the combination of their respective cash equity and equity research businesses.
  • Regularly advises individual executives of public companies and private enterprises on employment, severance and retention issues, including:
    • Jim Bell, in his separation as CFO of GameStop.
    • The management team of Wolt in its acquisition by Doordash.
    • Pina Albo, CEO of Hamilton Group.
    • Fred Knechtel, CFO of Genewiz, Inc.
    • Leo Melamed, Chairman Emeritus of Chicago Mercantile Exchange.
    • Balan Nair, CEO of Liberty Latin America.
    • The Management Team of MeetUp, Inc. (now a subsidiary of WeWork).
    • The executive team of Talen Energy in its acquisition by Riverstone Holdings.
    • The management team of MoPub Inc. in its separation from Twitter, Inc.
    • David Karp, the founder and CEO of tumblr, with his employment, retention and tax arrangements in connection with its sale to Yahoo! for $1.1 billion.
    • Carole Hochman as the CEO of Naked Brand Group.
    • Eileen O'Neill in the negotiation of her employment agreement in connection with her promotion to the position of Global Group President, Discovery Studios.
    • The management team of Ebates Inc. in the negotiation of a retention plan, employment agreements, and the departure arrangements for the CFO, in connection with Ebates $1 billion acquisition by Rakuten, Inc.
    • Victor Luis, the CEO of Coach, Inc.
    • Andy Main, the CEO of Bakkt.

Leadership Positions And Professional Affiliations

  • Member, Advisory Board, Women in Law Empowerment Forum
  • Member, Advisory Board (and two-term board member), Lawyers Alliance for New York (pro bono)
  • Fellow, American College of Governance Counsel
  • Vice Chair, Non-Qualified Deferred Compensation Committee of the ABA Section of Real Property, Trusts and Estate Law
  • Member, Law360 Editorial Advisory Board for Benefits, 2022 - 2023
  • David Rockefeller Fellow, Partnership for New York City, 2019 - 2022

Recognition

She is readily available and really good at explaining concepts to people.
Chambers USA Guide, 2026, Employee Benefits & Executive Compensation
Doreen is a force of nature; very experienced and really high calibre.
Chambers USA Guide, 2025, Employee Benefits & Executive Compensation

Awards

  • Named to Forbes’ inaugural list of America’s Top Women Lawyers (2026)
  • Hall of Fame for Legal 500 in Labour and Employment: Employee Benefits, Executive Compensation and Retirement Plans: Transactional
  • Ranked Band 3, Employee Benefits & Executive Compensation, Chambers USA 2026
  • Outstanding Achievement Award, International Financial Law Review (IFLR) Women in Business Law Awards (2024)
  • Recognized as "Corporate Governance Lawyer of the Year", IFLR, Women in Business Law Awards (2023)
  • Lifetime Achievement Award, Women, Influence and Power in Law Awards (2023)
  • Her Compensation, Governance and ERISA team was awarded Benefits Team of the Year by Law360 (2020)
  • Winner of Euromoney Americas Women in Business Law Award for Best in Corporate Governance (2018)
  • Included in Euromoney's Women in Business Law guide for Corporate Governance (2019, 2020)
  • Included in the "Notable Women in Law" list for Corporate Governance by Crain's New York Business (2019)

Qualifications

Admissions

New York

California (inactive)

Academic

Benjamin N Cardozo School of Law, J.D., magna cum laude

Managing Editor, Cardozo Law Review

New York University, B.A. in Psychology with honors

Disclaimer
A&O Shearman was formed on May 1, 2024 by the combination of Shearman & Sterling LLP and Allen & Overy LLP and their respective affiliates (the legacy firms). Any matters referred to above may include matters undertaken by one or more of the legacy firms rather than A&O Shearman.