Mark Underberg

Adjunct Professor of Law


B.A. 1977, Cornell University

J.D. 1981, Cornell Law School 

Areas of Expertise

Corporate Law


Mark Underberg has practiced corporate law for nearly 30 years, advising directors and officers in the areas of mergers and acquisitions, corporate governance, disclosure and securities and capital market transactions. Until 2012, he was a partner in the New York City law firm of Paul, Weiss, Rifkind, Wharton & Garrison, where he co-chaired the firm’s Corporate Governance Group and chaired its Professional Development and Training Department. Prior to his arrival at Paul Weiss, he served as Managing Director and General Counsel of The Henley Group, Inc., a publicly traded diversified manufacturing, finance and services company.


After graduating from Cornell University in 1977 and from Cornell Law School in 1981, where he was editor-in-chief of the Cornell Law Review, Mr. Underberg clerked for Judge Collins J. Seitz, Chief Judge of the U.S. Court of Appeals for the Third Circuit. In 2012, Mr. Underberg taught at Cornell Law School as the Distinguished Practitioner in Residence and has lectured at several law schools. He continues to advise corporations and not-for-profit organizations on a variety of corporate governance matters.

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