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John Cannon


John focuses on all aspects of compensation and benefits, including corporate, securities, bankruptcy, employment and tax laws and ERISA.
John has extensive experience in executive compensation and corporate governance matters, Dodd-Frank and Sarbanes-Oxley, and the employee issues implicated in the mergers and acquisitions context. He also has experience in advising startup companies in the biotechnology sector regarding corporate and compensation matters.


Representative matters

TPG Inc. in the compensation and governance aspects of its acquisition of Angelo Gordon.

Mubadala in its pending acquisition, with Fortress management, of a 90.01% equity interest in Fortress Investment Group from Softbank.

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.

The Compensation Committee of Gogo Inc. (mobile telephony for business aviation) on executive compensation and governance matters.)

Intercontinental Exchange, Inc. in connection with its merger with Black Knight, Inc.

The independent directors of Wells Fargo in connection with the investigation of sales practices in the bank’s retail business.

The review committee of the Board of Directors of JPMorgan Chase & Co. in connection with the “London Whale” matter.

Fenway Sports Group in various transactions, including the purchase and sale of the Florida Marlins and the acquisition of the Boston Red Sox, Roush Fenway Racing, the Pittsburgh Penguins and Liverpool Football Club.

Boston Scientific, Corning, Danone, Dycom, ICE (Intercontinental Exchange), Mubadala, Raytheon, Textron, Thomson Reuters and Paramount Global (f/k/a ViacomCBS), relating to the compensation and benefits aspects of acquisitions.

American Axle, B/E Aerospace, Citigroup, Dycom, Fenway Sports Group, TPG, T. Rowe Price and others providing ongoing executive compensation and related corporate governance and securities disclosure advice.

Various individual executives in connection with the negotiation of employment and severance agreements.

Pro bono

Trustee and Secretary, International House

Published Work

  • Cannon, J. (2015) “Just Say No: Why Directors Should Avoid Duties That Will Subject Them to ERISA,” Bloomberg BNA’s Corporate Law & Accountability Report
  • Cannon, J. (2013) “In re Trados: Directors Dodge a Bullet,” in Shearman & Sterling LLP Corporate Governance Newsletter
  • Cannon, J. and Kessel, M. (2013) “Stock Options and Beyond” (with Mark Kessel), Nature Biotechnology 3

Speaking Engagements

  • Frequent law school guest speaker: Harvard Law School, New York University School of Law, University of Pennsylvania Law School, James E. Rogers College of Law-University of Arizona and University of Colorado Law School
  • Speaker at multiple professional conferences, including Practicing Law Institute, “Hot Issues in Executive Compensation” and “Seventeenth Annual Institute on Securities Regulation in Europe” (Legal Ethics Panel), and Equilar/NASDAQ, “Compensation Committee Forum”

Leadership Positions And Professional Affiliations

  • Member, The American Law Institute
  • Adviser, American Law Institute’s Restatement of the Law, Corporate Governance project
  • Inaugural Fellow, American College of Governance Counsel
  • Chair, Advisory Committee, Salzburg Global Forum on Corporate Governance
  • Member, New York City Bar Association
  • Member, American Bar Association, Business Law Section
  • Member, National Finance Industry Employment Lawyers’ Committee
He gives very sophisticated advice.
Chambers USA, 2023
Guides his clients through a range of compensation and benefits matters stemming from corporate transactions. His practice includes advising on corporate governance issues and pension and employee benefit plan.
Chambers USA, 2023


  • Ranked in Chambers USA Employee Benefits & Executive Compensation for 16 years
  • Recognized in Legal 500 USA



New York, 1987


B.A., Harvard University, 1980
J.D., New York University, 1985


French, Spanish
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.