Lisa M.
Kohl

On May 28, 2024, United States Cellular Corporation (“UScellular”) announced that it has entered into a definitive agreement to sell its wireless operations and select spectrum assets to T‑Mobile for a purchase price of $4.4 billion, including a combination of cash and up to approximately $2 billion of assumed debt. Under the terms of the agreement, T‑Mobile will acquire UScellular’s wireless operations and approximately 30% of its spectrum assets across several spectrum bands. In addition, T‑Mobile will enter into a new master license agreement with UScellular on more than 2,000 towers. The agreement follows a thorough strategic review process announced in August 2023 and has been unanimously recommended by the independent directors of UScellular and unanimously approved by the Board of Directors of UScellular. Cravath is representing the independent directors of UScellular in connection with the transaction.

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.

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.

On December 7, 2023, Cravath of counsel Lisa M. Kohl participated in the American Bar Association’s 2023 Federal Regulation of Securities Winter Meeting in Washington, D.C. Lisa moderated a panel entitled “NOCLAR: What to Make of the PCAOB’s Proposal and What to Do Now,” which reviewed the Public Company Accounting Oversight Board’s proposed amendments to its auditing standards related to an auditor’s consideration of a company’s noncompliance with laws and regulations, including the history leading up to the latest proposed amendments and items for companies and their counsels to consider.

On July 26, 2023, Columbia Law School’s Blue Sky Blog published an article written by Cravath partners Elad L. Roisman, Michael L. Arnold and Kimberley S. Drexler and of counsel Lisa M. Kohl entitled “Cravath Discusses PCAOB’s Proposed Amendments to Auditing Standards.” It examines amendments recently proposed by the U.S. Public Company Accounting Oversight Board (“PCAOB”) to its auditing standards that would increase auditor obligations in identifying, evaluating and communicating with respect to noncompliance with laws and regulations, or “NOCLAR.” The article describes the background of the proposal, the impact that the proposed amendments could have on public company audits if adopted and how companies can prepare themselves now for these developments. The article was originally prepared by Cravath as a memo for clients in July 2023.

On July 20, 2023, Cravath published a memo for its clients entitled “PCAOB Proposes Significant Amendments to Auditing Standards To Strengthen Auditor Requirements Related to Noncompliance with Laws and Regulations.” Cravath’s memo examines amendments recently proposed by the U.S. Public Company Accounting Oversight Board (“PCAOB”) to its auditing standards that would increase auditor obligations in identifying, evaluating and communicating with respect to noncompliance with laws and regulations or “NOCLAR.” The memo describes the background of the proposal, the impact that the proposed amendments could have on public company audits if adopted and how companies can prepare themselves now for these developments.

Cravath partners Jennifer Leete and Elad Roisman and of counsel Lisa Kohl authored an article entitled “SEC Regulatory and Enforcement Developments: What Boards of Directors and Audit Committees Need to Know,” which was published by The Review of Securities & Commodities Regulation on June 28, 2023. The article reviews the U.S. Securities and Exchange Commission’s recent rulemaking and enforcement activity relating to clawbacks, cybersecurity, Rule 10b5‑1 plans, and environmental, societal and governance topics. The article also examines how rulemaking and enforcement efforts reinforce one another as the agency continues to focus on board oversight, governance and controls.

Cravath partners John W, White and Elad Roisman and of counsel Lisa M. Kohl participated in the Society for Corporate Governance’s 2023 National Conference, which was held from June 20‑23, 2023 in Salt Lake City, Utah. On June 20th, John and Lisa spoke on a panel entitled “Examining the Intersection of Legal and Audit,” which examined issues related to in‑house counsel’s interactions with internal and external auditors and the standards of professional conduct and ethical responsibilities applicable to attorneys practicing before the U.S. Securities and Exchange Commission (“SEC”). On June 21st, Elad spoke on a panel entitled “SEC Update,” which reviewed recent developments at the SEC including rulemakings, comment letter and review trends and recent enforcement actions.