Claudia H. Allen - Katten Muchin Rosenman LLP

Claudia H. Allen

Listed in Best Lawyers since 2012
Phone: 312-902-5432

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 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 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.

Yale UniversityBA 1982Columbia UniversityJ.D. 1986
American Bar AssociationBloomberg BNA, Corporate Law & Accountability Report Advisory Board New York City Bar Association Ray Garrett Jr. Corporate and Securities Law Institute Executive Committee Society of Corporate Secretaries & Governance Professionals The Chicago Bar Association

Case History

  • 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.

Client Comments

"I have used Claudia Allen many years for research and counsel. She is top flight, well versed and very capable."

Office Location

525 West Monroe Street
Chicago, IL 60661-3693
United States

Lawyer of the Year Awards

2017 Lawyer of the Year in Corporate Governance Law of the Chicago Metro Area
Claudia H. Allen has earned a Lawyer of the Year award for 2017!

Practice Areas

Corporate Governance Law