July 16, 2020
Cravath partner George F. Schoen authored the opening chapter of The International Comparative Legal Guide to Corporate Governance 2020, which provides cross‑border insight on corporate governance and is published by Global Legal Group. The chapter, entitled “Dual‑Class Share Structures in the United States,” summarizes the debate around when and whether dual-class share structures can create value for shareholders, taking into account concerns from institutional investors as to the effect of recent IPO filings from prominent technology companies on corporate governance, as well as the argument that these structures can incentivize innovation and long-term value creation. George reviews the current and historical landscape in dual‑class share structures and explore recent policy proposals.
Deals & Cases
July 09, 2020
On July 8, 2020, IBM announced it has reached a definitive agreement to acquire Brazilian software provider of robotic process automation WDG Soluções Em Sistemas E Automação De Processos LTDA (“WDG Automation”). The acquisition further advances IBM’s AI‑infused automation capabilities, spanning business processes to IT operations. Cravath is representing IBM in connection with the transaction.
Deals & Cases
June 16, 2020
On June 15, 2020, IBM and Spanugo announced they have entered into a definitive agreement to acquire assets from Spanugo, a U.S.‑based provider of cloud cybersecurity posture management solutions. By integrating Spanugo software into its public cloud, IBM will further meet the security demands of its clients in highly regulated industries. Cravath is representing IBM in connection with the transaction.
Deals & Cases
April 21, 2020
On April 21, 2020, US Foods Holding Corp. (“US Foods”), a leading foodservice distributor, announced that affiliates of global investment firm KKR have agreed to purchase $500 million in newly issued convertible preferred stock of US Foods. Cravath is representing US Foods in connection with the transaction.
Deals & Cases
March 27, 2020
On March 25, 2020, Occidental Petroleum Corporation (“Occidental”) announced it has entered into an agreement with Carl C. Icahn and affiliated entities (the “Icahn Group”) to add three new Icahn‑designated directors to Occidental’s Board, effective immediately, and to create an Oversight Committee that will include two of the Icahn directors. Occidental has also adopted certain corporate governance-enhancing amendments to its amended and restated by‑laws, effective immediately, and agreed to recommend that the Occidental stockholders adopt amendments to Occidental’s restated certificate of incorporation at the 2020 Annual Meeting that enhance stockholder rights to act by written consent, call special meetings and nominate directors. The Icahn Group has withdrawn its slate of director nominees and stockholder proposals at the 2020 Annual Meeting and agreed to vote in favor of the Board’s director nominees and amendments to Occidental’s restated certificate of incorporation that enhance Occidental’s corporate governance. Under the agreement, the Icahn Group will petition the Delaware Supreme Court to withdraw its pending appeal before the Court relating to the Icahn Group’s books and records request under Section 220 of the Delaware General Corporation Law. The Icahn Group has also agreed to certain other customary voting and standstill provisions. Cravath is representing Occidental in connection with the agreement.
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