Justin “J.T.” Ho advises companies in the areas of corporate governance, securities law compliance, executive compensation and ESG. He has significant experience advising public companies on the proxy advisor, institutional investor, and disclosure issues that arise in connection with corporate governance, securities reporting, executive compensation and ESG matters, and on developing governance frameworks focused on long-term value creation and effective risk oversight.
As Co-Head of Orrick's Public Companies & ESG practice, J.T. counsels companies on Board and committee oversight, assessment and composition issues, developing effective shareholder engagement programs and governance-related disclosures, and helps companies to understand and consider the views of proxy advisors and institutional shareholders and other long-term stakeholders in their decision making. Recently, he has helped many companies successfully address ESG related shareholder proposals and activism campaigns and refine their enterprise risk management programs.
On the securities front, he focuses on advising clients in connection with securities offerings, proxy statements, periodic SEC reports, stock exchange listing obligations, stock repurchases and the sale and reporting of securities by insiders. He regularly counsels companies on difficult disclosures issues and provides training on disclosure best practices.
J.T. also advises on compensation committee matters and related disclosures as well as the design of cash and equity incentive plans, and has helped over a dozen companies remediate failed or low "say on pay" votes.
J.T. plays a leading role in Orrick’s ESG practice, helping companies identify and understand the risks and opportunities associated with ESG and incorporating ESG into a company’s overall business strategy and incentive plans. More recently, he has helped companies navigate the growing anti-ESG movement.
J.T. serves on the advisory board of The Corporate Counsel and regularly presents on and contributes articles related to corporate governance, securities, executive compensation and ESG. He has presented at notable conferences sponsored by The Corporate Counsel, the Securities Regulation Institute, The Rock Center for Corporate Governance, the Practical Law Institute, Compensation Standards, Practical ESG and NASPP. He is recognized as a Next Generation Partner by Legal 500, as one of the Ones to Watch® Best Lawyers in America, and was named a Rising Star by Super Lawyers in 2018, 2019, 2020, 2021 and 2022.