Gillian Emmett Moldowan


Gillian is Global Co-Head of Compensation, Employment & Governance.

She advises companies, boards of directors, executives and investors on compensation, benefits and workplace matters, including equity-based incentives, deferred compensation programs, and employment, retention and severance arrangements.

She focuses on issues that arise at the intersection of human capital management and corporate governance, securities, tax and employment law. She is experienced in applying these legal areas to securities offerings, mergers and acquisitions transactions, executive transitions and workplace investigations.

She regularly counsels clients on disclosure, trading rules and reporting (including Section 13 and Section 16), interactions with regulators and shareholders and the negotiation of executive employment and separation arrangements.


Representative matters

Regularly provides executive compensation, disclosure and governance advice to corporate and financial institution clients, including Advance Publications, Altice USA, American Axle & Manufacturing, AngloAmerican, Bank of America, Boston Scientific, Citigroup, Constellium, Energizer, Fairfax Financial, IMAX, JPMorgan, Kestra, Liberty Global, Morgan Stanley, New York State Deferred Compensation Plan Board, Paramount, Quest Laboratories, The Chefs’ Warehouse, TPG, Valvoline and USAA.

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, technology and not-for-profit industries.

Public Company

Altice USA in its agreement to sell 49.99% of its LightPath fiber enterprise business to Morgan Stanley Infrastructure Partners for an implied enterprise value of $3.2 billion and in its pending $310 million acquisition of the assets of Morris Broadband; public offering and subsequent separation from Altice N.V.

Ardagh Metal Packaging in its merger with Gores Holdings V, Inc., a special purpose acquisition company affiliated with The Gores Group.

Advanced Disposal Services, Inc., alongside Waste Management, Inc., in its sale of 32 collection operations, 36 transfer stations, and 18 landfills to GFL Environmental.

American Axle & Manufacturing Holdings in its acquisition of NYSE-listed automotive components manufacturer Metaldyne Performance Group Inc.

Anglo American plc on the combination of its nuGen™ Zero Emissions Haulage Solution with First Mode Holdings

Ardagh Group S.A. in connection with: its formation of a joint venture with Exal Corporation; 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; the combination of its metal packaging business with Gores Holdings V, Inc., a special purpose acquisition company affiliated with The Gores Group; its acquisition of a glass bottle manufacturing facility located in Houston, Texas from Longhorn Glass Manufacturing, L.P., a wholly-owned subsidiary of Anheuser-Busch InBev SA/NV.

Bank of America Securities as underwriters of Homology Medicines, Inc.’s follow-on public equity offering of common stock.

Boston Scientific Corporation in its: pending acquisition of Axonics Inc.; acquisition of Apollo Endosurgery; and acquisition of Baylis Medical Company for $1.75 billion.

The underwriters in connection with Caribou Biosciences, Inc.’s $143.75 million upsized follow-on offering.

Chesapeake Utilities Corporation in its acquisition of Florida City Gas.

Cisco Systems Inc. in its acquisition of Singularity Networks.

Citi in its divestiture of foreign banking assets.

Ecopetrol on its joint venture with Occidental Petroleum Corporation to develop 97,000 net acres in the Permian Basin in west Texas.

General Electric in its combination of GE Oil & Gas and Baker Hughes and subsequent transactions with Baker Hughes.

GE Healthcare on the acquisition of IMACTIS, a provider of computed tomography interventional guidance.

Genmab A/S in connection with its initial public offering and listing of ADSs on the Nasdaq.

Greenidge Generation Holdings Inc. in its merger with

The underwriters in connection with Inozyme Pharma, Inc.’s $64.5 million follow-on offering.

Liberty Global plc in its purchase of full control of Telenet Group Holding NV.

Magris Resources Canada in its acquisition of substantially all the assets of Imerys Talc America Inc., Imerys Talc Vermont Inc. and Imerys Talc Canada Inc.

TPG Inc. on: the executive compensation, equity incentive, and senior executive and founder retention matters and related governance and disclosure considerations in connection with its $1 billion initial public offering; and the executive compensation, equity incentive, and senior executive and founder retention matters and related governance and disclosure considerations in connection with its $2.7 billion acquisition of Angelo Gordon.

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; and in connection with its $1 billion tender offer. 

Private Capital

Bluespring Wealth Partners, LLC, a subsidiary of Kestra Financial, Inc. in its acquisitions of various independent investment advisors.

Capital Square Partners and Aegis in the sale of Aegis to StarTek, Inc.

Cardinal Midstream Partners in its acquisition of all of Medallion Midstream Services’ equity interests in Medallion Delaware Basin.

Caris Life Sciences, Inc. as borrower on a $400 million senior secured term loan facility provided by OrbiMed and Braidwell .

Credit Suisse Securities as placement agent in Oculis SA’s merger with European Biotech Acquisition Corp.

eGroup Enabling Technologies, LLC, an affiliate of Evolute Capital, LLC, in connection with its acquisition of certain assets of Enabling Technologies Corp. of Florida .

Goldman Sachs and Everstone Group in its acquisition of a majority stake in Infostretch.

J.F. Lehman & Company in its: acquisition of Heritage-Crystal Clean Inc.; agreement to sell Lone Star Disposal to Waste Connections US Holdings; and investment affiliate’s acquisition of the assets of the Narda-MITEQ division and the stock of Narda Safety Test Solutions, GmbH from L3Harris Technologies, Inc.

Kroll Bond Rating Agency LLC in its acquisition by private equity firm Parthenon Capital Partners.

Oryx Midstream in its agreement to acquire Targa Resources Corp.’s Permian Delaware crude business in a deal valued at approximately $135 million.

Passage Identity, Inc. in its acquisition by AgileBits Inc.

The Praetorian Group in its acquisition by Lexipol, a portfolio company of The Riverside Company.

Prairie Farms in connection with its acquisition of certain assets of Dean Foods under a bankruptcy court approved sale procedure.

Stone Point Capital LLC in its sale of Hodges-Mace, LLC to Alight Solutions.

Sumitomo Mitsui Banking Corporation in its strategic alliance with Marathon Capital for collaboration in the ESG-related space.

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.

Uzabase, Inc. in its acquisition of Quartz Media LLC from Atlantic Media, Inc.

Pro bono

  • Regularly provides pro bono services to organizations and individuals on a variety of matters, including providing advice to various not for profit arts and education organizations.

Published Work

  • 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
  • Moldowan, G (2023) “SEC’s Comp Guidance Raises New Questions for Boards,” Agenda
  • Moldowan, G (2023) “Clean Energy Tax Credits’ Wage Apprentice Rules: Key Points” Law 360
  • Moldowan, G (2021) “The Changing Perception Of Human Capital Resources” in StrategicCHRO360

Speaking Engagements

  • Speaker, “Understanding the Securities Laws,” and “Directors Institute”, 2018 – present
  • Regularly speaks and publishes on incentive compensation, federal legislation and its impact on employment and best practices in corporate governance and human capital management

Leadership Positions And Professional Affiliations

  • Chair, New York City Bar Executive Compensation & Employee Benefits Committee (2021–present)
  • Member, New York City Bar Employee Benefits & Executive Compensation Committee (2019–present)
  • Advisory Board Member, The Institute for Inclusion in the Legal Profession (IILP)
  • Legal Counsel, International Center of Medieval Art
Gillian is exceptionally smart and highly talented. She is excellent at thinking into the future and what the impacts of taking a certain route will be down the road. She is unquestionably a terrific lawyer.
Chambers USA Employee Benefits & Executive Compensation, 2023
She is excellent, she is super smart, super responsive and so nice to work with. She is practical and can answer the most complex questions. A true expert.
Chambers USA Employee Benefits & Executive Compensation, 2023


  • Recognized by Chambers USA as Band 4 (2023) and as “Up and Coming” (2021 and 2022)
  • A member of the 2019 “Benefits Practice of the Year” selected by Law360 (January 2020)
  • Recognized as a “Rising Star” by Law360 (July 2018)



New York, 2008


J.D., George Washington University Law School, 2007
 • Order of the Coif
 • George Washington Scholar
 • Member, The George Washington Law Review

B.A., Barnard College, Columbia University, 2002
 • Phi Beta Kappa


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.