Ning Chiu
  1. Counsel

Ms. Chiu is counsel in Davis Polk’s Capital Markets Group with an emphasis on advising public companies and their boards of directors on corporate governance, securities law and regulatory requirements. Her representative matters include advising boards and companies on board and disclosure issues, including director independence, board and committee structure, securities law compliance, board leadership structures, board composition, proxy disclosure, listing standards, shareholder proposals, shareholder engagement and relationships, annual meetings, committee charters, listing standards and the impact of proxy advisory firms. Her practice focuses on new developments and changing best practices in governance matters. 

Ms. Chiu contributes regularly with insights on emerging topics for Davis Polk’s Governance Briefings, and has written numerous articles and commentary in other publications. She is a frequent speaker on governance issues and active in the corporate governance community, including at events sponsored by the ABA, Society of Corporate Secretaries & Governance Professionals,’s webcasts and Women’s 100 (Menlo Park and New York), the NACD, the New York Stock Exchange, the International Corporate Governance Network (ICGN), BlackRock, Council of Institutional Investors, National Asian Pacific American Bar Association (NAPABA), NASPP, SIFMA and Tapestry. Her recent speaking topics include shareholder engagement practices, shareholder proposal developments, director nomination and composition trends, proxy access, annual meeting developments, executive compensation, institutional investor policies and governance concerns at public companies. In November 2018, she was the only outside lawyer invited to speak on shareholder proposal issues at the Roundtable on the Proxy Process hosted by the SEC.

Representative clients at Davis Polk include AIG, Comcast, ExxonMobil, FedEx, International Paper, Mastercard, McKesson, MSCI and S&P Global. As a corporate and securities counsel at GE, she advised on corporate governance, securities law disclosure compliance, shareholder outreach and shareholder proposals. She has also represented both issuers and underwriters on a number of significant securities transactions, including one of the largest IPOs in U.S. history and advising newly public companies.

Bar Admissions

  • State of New York


  • B.A., University of Texas at Austin, 1990
    • with honors
  • B.B.A., University of Texas at Austin, 1990
    • with honors
  • J.D., New York University School of Law, 1995
    • Editor, NYU Journal of International Law and Politics

Professional History

  • Counsel, Davis Polk, 2007-present
  • Corporate and Securities Counsel, General Electric, 2005-2007
  • Associate, Davis Polk, 1995-1996 and 1998-2005
  • J.P. Morgan Securities, 1996-1998