Cravath’s New York Office Moves to Two Manhattan West
Kimberley S. Drexler is a member of the Corporate Governance and Board Advisory Practice. Ms. Drexler has also spent significant time serving on the staff of the U.S. Securities and Exchange Commission in various capacities. Her current practice primarily involves counseling companies with regard to their ongoing SEC disclosure, financial reporting and compliance obligations, including preparing for and responding to cybersecurity incidents, as well as advising on a wide variety of matters critical to her clients relating to corporate governance, internal controls and auditor independence. She also provides advice with regard to the SEC’s disclosure requirements and the implications of the securities laws for complex corporate transactions.
Ms. Drexler returned to Cravath in 2007 as a senior attorney after serving as the Senior Advisor to the Director of the Division of Corporation Finance at the SEC from 2006 to 2007. During this period, she worked on a wide range of matters within the Division, spending considerable time on the SEC’s executive compensation disclosure rules and on the Commission’s efforts to improve the implementation of Section 404 of the Sarbanes‑Oxley Act of 2002, for which she received the Commission’s Law & Policy Award in 2007. She also worked on various other financial reporting issues and on international matters, including the Commission’s consideration of International Financial Reporting Standards (IFRS), as well as assisting with the Division’s efforts to update its interpretive guidance and to improve the transparency of the resources the Division provides to the public.
Ms. Drexler had previously served at the SEC in the Office of the General Counsel from 2000 to 2003, where she was a Senior Counsel and worked on a wide variety of Commission projects concerning financial reporting, including non‑GAAP financial measures, the increasing role of technology in the securities markets, and various other issues related to public company disclosures and capital raising. She served on the General Counsel’s team that advised on rulemakings under the Sarbanes‑Oxley Act, and she was awarded the Chairman’s Award for Excellence in conjunction with her work on the Commission’s auditor independence initiatives.
Ms. Drexler is actively involved with the national securities bar. From 2012 to 2015, she served as a Vice Chair of the Federal Regulation of Securities Committee of the Business Law Section of the American Bar Association. In August of 2017, Ms. Drexler was appointed by the President of the ABA to a three‑year term as a member of the National Conference of Lawyers and CPAs. She also served as the chair of the Public Company Reporting and Compliance Subcommittee (within the ABA’s Fed Reg Committee) from 2017 through 2021. Ms. Drexler is a Fellow of the American Bar Foundation.
Ms. Drexler has been recognized as a leading lawyer in securities regulation by Chambers USA and as among the “500 Leading Global Cyber Lawyers” by Lawdragon.
Ms. Drexler received a B.A. with highest distinction from the University of Virginia in 1993, where she was an Echols Scholar and was elected to Phi Beta Kappa, and a J.D. from Yale Law School in 1997, where she was a Coker Fellow and Managing Editor of the Yale Law & Policy Review.
Ms. Drexler joined Cravath in 1998, leaving for the SEC in 2000. She also worked at Cravath from 2004 to 2006. Ms. Drexler was elected a partner in 2022.
Ms. Drexler returned to Cravath in 2007 as a senior attorney after serving as the Senior Advisor to the Director of the Division of Corporation Finance at the SEC from 2006 to 2007. During this period, she worked on a wide range of matters within the Division, spending considerable time on the SEC’s executive compensation disclosure rules and on the Commission’s efforts to improve the implementation of Section 404 of the Sarbanes‑Oxley Act of 2002, for which she received the Commission’s Law & Policy Award in 2007. She also worked on various other financial reporting issues and on international matters, including the Commission’s consideration of International Financial Reporting Standards (IFRS), as well as assisting with the Division’s efforts to update its interpretive guidance and to improve the transparency of the resources the Division provides to the public.
Ms. Drexler had previously served at the SEC in the Office of the General Counsel from 2000 to 2003, where she was a Senior Counsel and worked on a wide variety of Commission projects concerning financial reporting, including non‑GAAP financial measures, the increasing role of technology in the securities markets, and various other issues related to public company disclosures and capital raising. She served on the General Counsel’s team that advised on rulemakings under the Sarbanes‑Oxley Act, and she was awarded the Chairman’s Award for Excellence in conjunction with her work on the Commission’s auditor independence initiatives.
Ms. Drexler is actively involved with the national securities bar. From 2012 to 2015, she served as a Vice Chair of the Federal Regulation of Securities Committee of the Business Law Section of the American Bar Association. In August of 2017, Ms. Drexler was appointed by the President of the ABA to a three‑year term as a member of the National Conference of Lawyers and CPAs. She also served as the chair of the Public Company Reporting and Compliance Subcommittee (within the ABA’s Fed Reg Committee) from 2017 through 2021. Ms. Drexler is a Fellow of the American Bar Foundation.
Ms. Drexler has been recognized as a leading lawyer in securities regulation by Chambers USA and as among the “500 Leading Global Cyber Lawyers” by Lawdragon.
Ms. Drexler received a B.A. with highest distinction from the University of Virginia in 1993, where she was an Echols Scholar and was elected to Phi Beta Kappa, and a J.D. from Yale Law School in 1997, where she was a Coker Fellow and Managing Editor of the Yale Law & Policy Review.
Ms. Drexler joined Cravath in 1998, leaving for the SEC in 2000. She also worked at Cravath from 2004 to 2006. Ms. Drexler was elected a partner in 2022.
Education
-
J.D., 1997, Yale Law SchoolCoker Fellow
-
B.A., 1993, University of VirginiaHighest Distinction, Echols Scholar, Phi Beta Kappa
Clerkships
- Hon. Victoria Lederberg, Rhode Island Supreme Court
Admitted In
- New York
Professional Affiliations
American Bar Association
- Federal Regulation of Securities Committee
- Corporate Governance Committee
- Law and Accounting Committee
American Bar Foundation
- Fellow
Rankings
Chambers USA
- Securities Regulation: Advisory - Nationwide (2024, 2023)
Lawdragon
- 500 Leading Global Cyber Lawyers (2024)
Law & Policy Award, U.S. Securities and Exchange Commission, 2007
Chairman’s Award for Excellence, U.S. Securities and Exchange Commission, 2000
Deals & Cases
June 24, 2024
Illumina’s Completed Divestiture of GRAIL
On June 24, 2024, Illumina, Inc. (“Illumina”), a global leader in DNA sequencing and array-based technologies, announced the successful completion of the spin-off of GRAIL, a healthcare company whose mission is to detect cancer early. This follows Illumina’s previously announced plans to divest GRAIL, and GRAIL is now a public and independent company. The separation was achieved through the distribution of 85.5% of the outstanding shares of GRAIL to holders of Illumina common stock on June 24, 2024. In addition to retaining their shares of Illumina common stock, Illumina shareholders received one share of GRAIL common stock for every six shares of Illumina stock held as of close of business on the record date of June 13, 2024. Illumina retained 14.5% of the outstanding shares of GRAIL common stock. Cravath represented Illumina in connection with the transaction.
Deals & Cases
April 04, 2024
Disney’s Successful Proxy Contest Against Trian and Blackwells
On April 3, 2024, The Walt Disney Company (“Disney”) announced that, based on the tabulation of its proxy solicitor, it appears that Disney’s full slate of 12 directors has been elected by a substantial margin over the nominees of Trian and Blackwells at Disney’s 2024 Annual Meeting of Shareholders. Cravath is representing Disney in connection with this matter.
Deals & Cases
December 18, 2023
ZimVie’s Sale of its Spine Business to H.I.G. Capital
On December 18, 2023, ZimVie Inc. (“ZimVie”), a global life sciences leader in the dental and spine markets, announced it has entered into a definitive agreement to sell its spine business to H.I.G. Capital, a leading global alternative investment firm. Under the terms of the agreement, upon the closing of the transaction, ZimVie will receive $375 million in total consideration, comprised of $315 million in cash, subject to certain customary adjustments as set forth in the agreement, and $60 million in the form of a promissory note that will accrue interest at a rate of 10% per annum, compounded semi‑annually, payable in kind. Cravath is representing ZimVie in connection with the transaction.
Deals & Cases
August 08, 2023
ADT’s $1.6 Billion Sale of its Commercial Business to GTCR
On August 8, 2023, ADT Inc. (“ADT”), a trusted brand in smart home and small business security, announced that it has entered into a definitive agreement to sell its commercial security, fire and life safety business unit to GTCR, a leading private equity firm, for a purchase price of $1.6 billion, subject to customary purchase price adjustments. Cravath is representing ADT in connection with the transaction.
Deals & Cases
August 04, 2023
Hasbro’s Sale of its eOne Film and TV Business to Lionsgate
On August 3, 2023, Hasbro, Inc., a leading toy and game company, announced that it has reached a definitive agreement to sell its eOne film and TV business to Lionsgate for approximately $500 million, consisting of $375 million in cash, subject to certain purchase price adjustments, and the assumption by Lionsgate of production financing loans. Cravath is representing Hasbro in connection with the transaction.
Publications
November 15, 2024
Transatlantic Law Journal Publishes Article by Cravath Partners on SEC’s Climate Disclosure Rules and Considerations for Non-U.S. Public Companies
In September 2024, the Transatlantic Law Journal, which is published by the German-American Lawyers’ Association (DAJV), published an article written by Cravath partners John W. White, Matthew Morreale, Elad Roisman, Michael L. Arnold and Kimberley S. Drexler entitled “The SEC’s Landmark Climate Disclosure Rules: Considerations for Non-U.S. Public Companies.” The article examines the U.S. Securities and Exchange Commission’s adopted final rules requiring climate related disclosures for public companies, outlining key takeaways of the final rules and applicability to foreign private issuers and certain other issuers. The article was based on a memo prepared by Cravath for clients in March 2024.
Activities
April 29, 2024
Cravath Partners Named to Lawdragon’s 2024 List of Leading Global Cyber Lawyers
On April 26, 2024, Cravath partners David J. Kappos, John D. Buretta, Noah Joshua Phillips, Sasha Rosenthal‑Larrea, Evan Norris, Michael L. Arnold and Kimberley S. Drexler were named to Lawdragon’s list of “500 Leading Global Cyber Lawyers” in recognition of their work advising clients on corporate governance, investigations and regulatory enforcement, intellectual property and competition matters related to data privacy and cybersecurity. The list recognizes “the legal world’s leading minds in national security” who “connect it all – data and security, innovation and inspiration, litigation and exploration.”
Publications
April 09, 2024
HLS Forum on Corporate Governance Publishes Article by John White, Matthew Morreale, Elad Roisman, Michael Arnold and Kimberley Drexler on SEC’s Climate Disclosure Rules for Public Companies
On April 5, 2024, the Harvard Law School (HLS) Forum on Corporate Governance published an article written by Cravath partners John W. White, Matthew Morreale, Elad Roisman, Michael L. Arnold and Kimberley S. Drexler entitled “A Deeper Dive into the SEC’s Landmark Climate Disclosure Rules for Public Companies.” The article examines the U.S. Securities and Exchange Commission’s recently adopted final rules requiring climate‑related disclosures for public companies, outlining key takeaways of the final rules and the timeline for compliance. The article was originally prepared by Cravath as part of a longer memo for clients in March 2024.
Publications
March 18, 2024
A Deeper Dive into the SEC’s Landmark Climate Disclosure Rules for Public Companies
On March 18, 2024, Cravath prepared a memo for its clients entitled “A Deeper Dive into the SEC’s Landmark Climate Disclosure Rules for Public Companies.” The memo examines in depth the U.S. Securities and Exchange Commission’s recently adopted final rules requiring climate‑related disclosures for public companies. The memo outlines key takeaways of the final rules; the timeline for compliance; the background of the SEC’s focus on disclosure regarding climate change; the concept of materiality as used in the rules; the rules’ applicability to FPIs and other issuers; ongoing litigation challenging the validity of the rules; and next steps for public companies and their advisors to plan for compliance.
Publications
October 24, 2023
SEC Adopts Rule Amendments To Modernize Beneficial Ownership Reporting
On October 20, 2023, Cravath prepared a memo for its clients entitled “SEC Adopts Rule Amendments To Modernize Beneficial Ownership Reporting.” The memo examines the U.S. Securities and Exchange Commission’s recently adopted final rule amendments to modernize beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. The memo outlines the final rule amendments’ changes and guidance related to deadlines and cut‑off times for Schedule 13D and Schedule 13G filings, structured data language, the application of Regulation 13D-G to certain derivative securities and the definition of “group” in existing statutory language.
Kimberley S. Drexler is a member of the Corporate Governance and Board Advisory Practice. Ms. Drexler has also spent significant time serving on the staff of the U.S. Securities and Exchange Commission in various capacities. Her current practice primarily involves counseling companies with regard to their ongoing SEC disclosure, financial reporting and compliance obligations, including preparing for and responding to cybersecurity incidents, as well as advising on a wide variety of matters critical to her clients relating to corporate governance, internal controls and auditor independence. She also provides advice with regard to the SEC’s disclosure requirements and the implications of the securities laws for complex corporate transactions.
Ms. Drexler returned to Cravath in 2007 as a senior attorney after serving as the Senior Advisor to the Director of the Division of Corporation Finance at the SEC from 2006 to 2007. During this period, she worked on a wide range of matters within the Division, spending considerable time on the SEC’s executive compensation disclosure rules and on the Commission’s efforts to improve the implementation of Section 404 of the Sarbanes‑Oxley Act of 2002, for which she received the Commission’s Law & Policy Award in 2007. She also worked on various other financial reporting issues and on international matters, including the Commission’s consideration of International Financial Reporting Standards (IFRS), as well as assisting with the Division’s efforts to update its interpretive guidance and to improve the transparency of the resources the Division provides to the public.
Ms. Drexler had previously served at the SEC in the Office of the General Counsel from 2000 to 2003, where she was a Senior Counsel and worked on a wide variety of Commission projects concerning financial reporting, including non‑GAAP financial measures, the increasing role of technology in the securities markets, and various other issues related to public company disclosures and capital raising. She served on the General Counsel’s team that advised on rulemakings under the Sarbanes‑Oxley Act, and she was awarded the Chairman’s Award for Excellence in conjunction with her work on the Commission’s auditor independence initiatives.
Ms. Drexler is actively involved with the national securities bar. From 2012 to 2015, she served as a Vice Chair of the Federal Regulation of Securities Committee of the Business Law Section of the American Bar Association. In August of 2017, Ms. Drexler was appointed by the President of the ABA to a three‑year term as a member of the National Conference of Lawyers and CPAs. She also served as the chair of the Public Company Reporting and Compliance Subcommittee (within the ABA’s Fed Reg Committee) from 2017 through 2021. Ms. Drexler is a Fellow of the American Bar Foundation.
Ms. Drexler has been recognized as a leading lawyer in securities regulation by Chambers USA and as among the “500 Leading Global Cyber Lawyers” by Lawdragon.
Ms. Drexler received a B.A. with highest distinction from the University of Virginia in 1993, where she was an Echols Scholar and was elected to Phi Beta Kappa, and a J.D. from Yale Law School in 1997, where she was a Coker Fellow and Managing Editor of the Yale Law & Policy Review.
Ms. Drexler joined Cravath in 1998, leaving for the SEC in 2000. She also worked at Cravath from 2004 to 2006. Ms. Drexler was elected a partner in 2022.
Ms. Drexler returned to Cravath in 2007 as a senior attorney after serving as the Senior Advisor to the Director of the Division of Corporation Finance at the SEC from 2006 to 2007. During this period, she worked on a wide range of matters within the Division, spending considerable time on the SEC’s executive compensation disclosure rules and on the Commission’s efforts to improve the implementation of Section 404 of the Sarbanes‑Oxley Act of 2002, for which she received the Commission’s Law & Policy Award in 2007. She also worked on various other financial reporting issues and on international matters, including the Commission’s consideration of International Financial Reporting Standards (IFRS), as well as assisting with the Division’s efforts to update its interpretive guidance and to improve the transparency of the resources the Division provides to the public.
Ms. Drexler had previously served at the SEC in the Office of the General Counsel from 2000 to 2003, where she was a Senior Counsel and worked on a wide variety of Commission projects concerning financial reporting, including non‑GAAP financial measures, the increasing role of technology in the securities markets, and various other issues related to public company disclosures and capital raising. She served on the General Counsel’s team that advised on rulemakings under the Sarbanes‑Oxley Act, and she was awarded the Chairman’s Award for Excellence in conjunction with her work on the Commission’s auditor independence initiatives.
Ms. Drexler is actively involved with the national securities bar. From 2012 to 2015, she served as a Vice Chair of the Federal Regulation of Securities Committee of the Business Law Section of the American Bar Association. In August of 2017, Ms. Drexler was appointed by the President of the ABA to a three‑year term as a member of the National Conference of Lawyers and CPAs. She also served as the chair of the Public Company Reporting and Compliance Subcommittee (within the ABA’s Fed Reg Committee) from 2017 through 2021. Ms. Drexler is a Fellow of the American Bar Foundation.
Ms. Drexler has been recognized as a leading lawyer in securities regulation by Chambers USA and as among the “500 Leading Global Cyber Lawyers” by Lawdragon.
Ms. Drexler received a B.A. with highest distinction from the University of Virginia in 1993, where she was an Echols Scholar and was elected to Phi Beta Kappa, and a J.D. from Yale Law School in 1997, where she was a Coker Fellow and Managing Editor of the Yale Law & Policy Review.
Ms. Drexler joined Cravath in 1998, leaving for the SEC in 2000. She also worked at Cravath from 2004 to 2006. Ms. Drexler was elected a partner in 2022.
Education
-
J.D., 1997, Yale Law SchoolCoker Fellow
-
B.A., 1993, University of VirginiaHighest Distinction, Echols Scholar, Phi Beta Kappa
Clerkships
- Hon. Victoria Lederberg, Rhode Island Supreme Court
Admitted In
- New York
Professional Affiliations
American Bar Association
- Federal Regulation of Securities Committee
- Corporate Governance Committee
- Law and Accounting Committee
American Bar Foundation
- Fellow
Rankings
Chambers USA
- Securities Regulation: Advisory - Nationwide (2024, 2023)
Lawdragon
- 500 Leading Global Cyber Lawyers (2024)
Law & Policy Award, U.S. Securities and Exchange Commission, 2007
Chairman’s Award for Excellence, U.S. Securities and Exchange Commission, 2000
Deals & Cases
June 24, 2024
Illumina’s Completed Divestiture of GRAIL
On June 24, 2024, Illumina, Inc. (“Illumina”), a global leader in DNA sequencing and array-based technologies, announced the successful completion of the spin-off of GRAIL, a healthcare company whose mission is to detect cancer early. This follows Illumina’s previously announced plans to divest GRAIL, and GRAIL is now a public and independent company. The separation was achieved through the distribution of 85.5% of the outstanding shares of GRAIL to holders of Illumina common stock on June 24, 2024. In addition to retaining their shares of Illumina common stock, Illumina shareholders received one share of GRAIL common stock for every six shares of Illumina stock held as of close of business on the record date of June 13, 2024. Illumina retained 14.5% of the outstanding shares of GRAIL common stock. Cravath represented Illumina in connection with the transaction.
Deals & Cases
April 04, 2024
Disney’s Successful Proxy Contest Against Trian and Blackwells
On April 3, 2024, The Walt Disney Company (“Disney”) announced that, based on the tabulation of its proxy solicitor, it appears that Disney’s full slate of 12 directors has been elected by a substantial margin over the nominees of Trian and Blackwells at Disney’s 2024 Annual Meeting of Shareholders. Cravath is representing Disney in connection with this matter.
Deals & Cases
December 18, 2023
ZimVie’s Sale of its Spine Business to H.I.G. Capital
On December 18, 2023, ZimVie Inc. (“ZimVie”), a global life sciences leader in the dental and spine markets, announced it has entered into a definitive agreement to sell its spine business to H.I.G. Capital, a leading global alternative investment firm. Under the terms of the agreement, upon the closing of the transaction, ZimVie will receive $375 million in total consideration, comprised of $315 million in cash, subject to certain customary adjustments as set forth in the agreement, and $60 million in the form of a promissory note that will accrue interest at a rate of 10% per annum, compounded semi‑annually, payable in kind. Cravath is representing ZimVie in connection with the transaction.
Deals & Cases
August 08, 2023
ADT’s $1.6 Billion Sale of its Commercial Business to GTCR
On August 8, 2023, ADT Inc. (“ADT”), a trusted brand in smart home and small business security, announced that it has entered into a definitive agreement to sell its commercial security, fire and life safety business unit to GTCR, a leading private equity firm, for a purchase price of $1.6 billion, subject to customary purchase price adjustments. Cravath is representing ADT in connection with the transaction.
Deals & Cases
August 04, 2023
Hasbro’s Sale of its eOne Film and TV Business to Lionsgate
On August 3, 2023, Hasbro, Inc., a leading toy and game company, announced that it has reached a definitive agreement to sell its eOne film and TV business to Lionsgate for approximately $500 million, consisting of $375 million in cash, subject to certain purchase price adjustments, and the assumption by Lionsgate of production financing loans. Cravath is representing Hasbro in connection with the transaction.
Publications
November 15, 2024
Transatlantic Law Journal Publishes Article by Cravath Partners on SEC’s Climate Disclosure Rules and Considerations for Non-U.S. Public Companies
In September 2024, the Transatlantic Law Journal, which is published by the German-American Lawyers’ Association (DAJV), published an article written by Cravath partners John W. White, Matthew Morreale, Elad Roisman, Michael L. Arnold and Kimberley S. Drexler entitled “The SEC’s Landmark Climate Disclosure Rules: Considerations for Non-U.S. Public Companies.” The article examines the U.S. Securities and Exchange Commission’s adopted final rules requiring climate related disclosures for public companies, outlining key takeaways of the final rules and applicability to foreign private issuers and certain other issuers. The article was based on a memo prepared by Cravath for clients in March 2024.
Activities
April 29, 2024
Cravath Partners Named to Lawdragon’s 2024 List of Leading Global Cyber Lawyers
On April 26, 2024, Cravath partners David J. Kappos, John D. Buretta, Noah Joshua Phillips, Sasha Rosenthal‑Larrea, Evan Norris, Michael L. Arnold and Kimberley S. Drexler were named to Lawdragon’s list of “500 Leading Global Cyber Lawyers” in recognition of their work advising clients on corporate governance, investigations and regulatory enforcement, intellectual property and competition matters related to data privacy and cybersecurity. The list recognizes “the legal world’s leading minds in national security” who “connect it all – data and security, innovation and inspiration, litigation and exploration.”
Publications
April 09, 2024
HLS Forum on Corporate Governance Publishes Article by John White, Matthew Morreale, Elad Roisman, Michael Arnold and Kimberley Drexler on SEC’s Climate Disclosure Rules for Public Companies
On April 5, 2024, the Harvard Law School (HLS) Forum on Corporate Governance published an article written by Cravath partners John W. White, Matthew Morreale, Elad Roisman, Michael L. Arnold and Kimberley S. Drexler entitled “A Deeper Dive into the SEC’s Landmark Climate Disclosure Rules for Public Companies.” The article examines the U.S. Securities and Exchange Commission’s recently adopted final rules requiring climate‑related disclosures for public companies, outlining key takeaways of the final rules and the timeline for compliance. The article was originally prepared by Cravath as part of a longer memo for clients in March 2024.
Publications
March 18, 2024
A Deeper Dive into the SEC’s Landmark Climate Disclosure Rules for Public Companies
On March 18, 2024, Cravath prepared a memo for its clients entitled “A Deeper Dive into the SEC’s Landmark Climate Disclosure Rules for Public Companies.” The memo examines in depth the U.S. Securities and Exchange Commission’s recently adopted final rules requiring climate‑related disclosures for public companies. The memo outlines key takeaways of the final rules; the timeline for compliance; the background of the SEC’s focus on disclosure regarding climate change; the concept of materiality as used in the rules; the rules’ applicability to FPIs and other issuers; ongoing litigation challenging the validity of the rules; and next steps for public companies and their advisors to plan for compliance.
Publications
October 24, 2023
SEC Adopts Rule Amendments To Modernize Beneficial Ownership Reporting
On October 20, 2023, Cravath prepared a memo for its clients entitled “SEC Adopts Rule Amendments To Modernize Beneficial Ownership Reporting.” The memo examines the U.S. Securities and Exchange Commission’s recently adopted final rule amendments to modernize beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. The memo outlines the final rule amendments’ changes and guidance related to deadlines and cut‑off times for Schedule 13D and Schedule 13G filings, structured data language, the application of Regulation 13D-G to certain derivative securities and the definition of “group” in existing statutory language.
Cravath Bicentennial
Celebrating 200 years of partnership. In 2019, we celebrated our bicentennial. Our history mirrors that of our nation. Integral to our story is our culture.
Attorney Advertising. ©2024 Cravath, Swaine & Moore LLP.