Cravath’s New York Office Moves to Two Manhattan West
Michael L. Arnold is a member of the Corporate Governance and Board Advisory Practice. Mr. Arnold counsels clients with respect to their most sensitive and highest‑risk matters, advising boards of directors and senior management on a broad range of corporate governance, public reporting, disclosure and compliance matters, including in connection with restatements and other financial crises, as well as cybersecurity incidents. He also advises companies on matters relating to Environmental, Social and Governance (ESG) issues, particularly with respect to investor engagement, ESG shareholder proposals and activism, voluntary and mandatory ESG reporting and ESG‑related governance processes.
Mr. Arnold’s sophisticated understanding and insights into legal and business risks are derived from his broad experience across multiple corporate practices, including capital markets and mergers and acquisitions. Mr. Arnold has represented corporate clients and major financial institutions in public and private offerings of equity and debt, including initial public offerings and first‑time issuances, as well as in arranging financing for U.S. and international acquisitions. He has advised public and private companies in connection with mergers, acquisitions, dispositions and complex commercial agreements, including joint ventures, minority investments, supply agreements, strategic collaborations and licensing transactions.
Mr. Arnold is a frequent speaker and author on legal developments impacting the areas of corporate governance and ESG. He has moderated or spoken on panels hosted by the American Bar Association, the University of Delaware’s Weinberg Center for Corporate Governance, the American College of Governance Counsel and the Council of Institutional Investors, as well as at events such as the Northwestern Pritzker School of Law’s Securities Regulation Institute and Ray Garrett / Corporate Counsel Institute, among others. Mr. Arnold has also spoken at events hosted by TechGC, the Florida Bar Association and Cornell Law School, among others. His writings on corporate governance‑related topics have been published by outlets including the Harvard Law School Forum on Corporate Governance, Columbia Law School’s Blue Sky Blog and Wolters Kluwer’s Insights: The Corporate & Securities Law Advisor. Mr. Arnold currently serves as Chair of the American Bar Association’s Federal Regulation of Securities Committee in the Business Law Section. He served as Co‑Chair of the drafting committee for the Federal Regulation of Securities Committee in their comment letter on the SEC’s climate change disclosure rulemaking proposal.
Mr. Arnold has been recognized by Lawdragon as among the “Green 500: Leaders in Environmental Law” and the “500 Leading Global Cyber Lawyers,” and has been named to its 500 X – The Next Generation list for the fields of Corporate Governance and ESG. He received Euromoney Legal Media Group’s 2022 Americas Rising Star Award for “Best in Corporate Governance.”
Mr. Arnold was raised in Longmont, Colorado. He received a B.A. with general honors from the University of Chicago in 2010 and a J.D. from Columbia Law School in 2013, where he was a Harlan Fiske Stone Scholar.
Mr. Arnold joined Cravath in 2013 and was elected a partner in 2020. He worked in the Firm’s London office in 2017 and 2018.
Mr. Arnold’s sophisticated understanding and insights into legal and business risks are derived from his broad experience across multiple corporate practices, including capital markets and mergers and acquisitions. Mr. Arnold has represented corporate clients and major financial institutions in public and private offerings of equity and debt, including initial public offerings and first‑time issuances, as well as in arranging financing for U.S. and international acquisitions. He has advised public and private companies in connection with mergers, acquisitions, dispositions and complex commercial agreements, including joint ventures, minority investments, supply agreements, strategic collaborations and licensing transactions.
Mr. Arnold is a frequent speaker and author on legal developments impacting the areas of corporate governance and ESG. He has moderated or spoken on panels hosted by the American Bar Association, the University of Delaware’s Weinberg Center for Corporate Governance, the American College of Governance Counsel and the Council of Institutional Investors, as well as at events such as the Northwestern Pritzker School of Law’s Securities Regulation Institute and Ray Garrett / Corporate Counsel Institute, among others. Mr. Arnold has also spoken at events hosted by TechGC, the Florida Bar Association and Cornell Law School, among others. His writings on corporate governance‑related topics have been published by outlets including the Harvard Law School Forum on Corporate Governance, Columbia Law School’s Blue Sky Blog and Wolters Kluwer’s Insights: The Corporate & Securities Law Advisor. Mr. Arnold currently serves as Chair of the American Bar Association’s Federal Regulation of Securities Committee in the Business Law Section. He served as Co‑Chair of the drafting committee for the Federal Regulation of Securities Committee in their comment letter on the SEC’s climate change disclosure rulemaking proposal.
Mr. Arnold has been recognized by Lawdragon as among the “Green 500: Leaders in Environmental Law” and the “500 Leading Global Cyber Lawyers,” and has been named to its 500 X – The Next Generation list for the fields of Corporate Governance and ESG. He received Euromoney Legal Media Group’s 2022 Americas Rising Star Award for “Best in Corporate Governance.”
Mr. Arnold was raised in Longmont, Colorado. He received a B.A. with general honors from the University of Chicago in 2010 and a J.D. from Columbia Law School in 2013, where he was a Harlan Fiske Stone Scholar.
Mr. Arnold joined Cravath in 2013 and was elected a partner in 2020. He worked in the Firm’s London office in 2017 and 2018.
American Bar Association
International Bar Association
Society for Corporate Governance
Americas Rising Star Awards - Best in Corporate Governance, Euromoney Legal Media Group (2022)
Lawdragon
Deals & Cases
November 19, 2024
On November 19, 2024, Robinhood Markets, Inc. (“Robinhood”) announced that it has entered into an agreement to acquire TradePMR, a custodial and portfolio management platform for Registered Investment Advisors. Final deal consideration is expected to be approximately $300 million, subject to customary purchase price adjustments, consisting of a mix of cash and stock. Cravath is representing Robinhood in connection with the transaction.
Deals & Cases
May 28, 2024
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.
Deals & Cases
December 18, 2023
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
November 21, 2023
On November 20, 2023, Amentum, a portfolio company of Lindsay Goldberg and American Securities, announced a definitive agreement to merge with Jacobs’ Critical Mission Solutions and Cyber and Intelligence businesses, creating a new leader in systems integration and technology solutions. The transaction, which is structured as an all‑stock, Reverse Morris Trust transaction, will result in a publicly traded combined organization with $13 billion in revenue and more than 53,000 employees in 83 countries. Cravath is representing Amentum in connection with the transaction.
Deals & Cases
October 16, 2023
On October 16, 2023, Vista Outdoor Inc. (“Vista Outdoor”), the parent company of 41 renowned brands that design, manufacture and market sporting and outdoor products to consumers around the globe, announced a definitive agreement to sell its Sporting Products business to Czechoslovak Group a.s. (“CSG”), a leading industrial technology holding company, for an enterprise value of $1.91 billion in an all-cash transaction. This transaction represents the next step in Vista Outdoor’s plan to split the company into separate entities. Cravath is representing Vista Outdoor in connection with the transaction.
Activities
February 19, 2025
On February 13, 2025, Cravath partner John W. White moderated and partner Michael L. Arnold spoke at a program hosted by the University of Delaware’s John L. Weinberg Center for Corporate Governance entitled “From Boom to Backlash: Guiding Directors in a Shifting ESG Landscape.” The program explored how directors can fulfill their duties effectively amid a landscape of shifting expectations, including the importance of reliable data for ESG and other corporate disclosure, and also discussed how to ensure directors and investors receive useful information, how directors can reconcile ESG issues with their primary responsibilities of overseeing CEOs and shaping corporate strategy and where the line should be drawn between board oversight and managerial discretion on ESG topics.
Activities
February 06, 2025
On February 6, 2025, Cravath partner Michael L. Arnold participated in The Texas Business Court and The Future of Corporate Governance symposium hosted by Texas A&M University School of Law in Fort Worth, Texas. The symposium convened leading jurists, academics and practitioners from across the country to explore the latest developments in corporate governance, including the creation of the new Texas Business Court. Michael spoke on a panel entitled “Shareholder Primacy v. Stakeholder Capitalism – Law and Policy,” where he provided the practitioner perspective on the long‑running theoretical debate about shareholder primacy versus stakeholder primacy theories of the corporation.
Activities
January 23, 2025
On January 22, 2025, Cravath partners John W. White, Kimberley S. Drexler and Michael L. Arnold and of counsel Lisa M. Kohl participated in the January meeting of the Fall and Winter Event Series of the New York Chapter of the Society for Corporate Governance, which was held at Cravath’s offices in New York. John, Michael, Kimberley and Lisa spoke on a panel entitled “Developments in Public Company Disclosure and Reporting,” which reviewed key and challenging disclosure points for the upcoming 10‑K and proxy season, including risk factors, executive security, cybersecurity policies and incidents and artificial intelligence.
Activities
December 20, 2024
Cravath partner Michael L. Arnold was featured as a guest on the December 12, 2024 episode of Slaughter and May’s podcast, “Part 2: ESG in the Year of the Election.” In the interview, Michael discussed the evolving ESG landscape following recent elections in the United States, United Kingdom and European Union, including whether ESG policy has become clearer or more opaque and the transatlantic divergence in ESG priorities.
Activities
December 09, 2024
From December 5-6, 2024, Cravath partner Michael L. Arnold, who serves as chair of the American Bar Association’s Federal Regulation of Securities Committee, participated in its annual Winter Meeting, which was held in Washington, D.C. Michael moderated separate discussions with SEC Chair Gary Gensler and Commissioner Mark Uyeda, as well as a session entitled “Dialogue with the Director” with Erik Gerding, Director of the SEC’s Division of Corporation Finance. Cravath of counsel Lisa M. Kohl also participated in the event, moderating a panel which reviewed developments at the Public Company Accounting Oversight Board (“PCAOB”).
Michael L. Arnold is a member of the Corporate Governance and Board Advisory Practice. Mr. Arnold counsels clients with respect to their most sensitive and highest‑risk matters, advising boards of directors and senior management on a broad range of corporate governance, public reporting, disclosure and compliance matters, including in connection with restatements and other financial crises, as well as cybersecurity incidents. He also advises companies on matters relating to Environmental, Social and Governance (ESG) issues, particularly with respect to investor engagement, ESG shareholder proposals and activism, voluntary and mandatory ESG reporting and ESG‑related governance processes.
Mr. Arnold’s sophisticated understanding and insights into legal and business risks are derived from his broad experience across multiple corporate practices, including capital markets and mergers and acquisitions. Mr. Arnold has represented corporate clients and major financial institutions in public and private offerings of equity and debt, including initial public offerings and first‑time issuances, as well as in arranging financing for U.S. and international acquisitions. He has advised public and private companies in connection with mergers, acquisitions, dispositions and complex commercial agreements, including joint ventures, minority investments, supply agreements, strategic collaborations and licensing transactions.
Mr. Arnold is a frequent speaker and author on legal developments impacting the areas of corporate governance and ESG. He has moderated or spoken on panels hosted by the American Bar Association, the University of Delaware’s Weinberg Center for Corporate Governance, the American College of Governance Counsel and the Council of Institutional Investors, as well as at events such as the Northwestern Pritzker School of Law’s Securities Regulation Institute and Ray Garrett / Corporate Counsel Institute, among others. Mr. Arnold has also spoken at events hosted by TechGC, the Florida Bar Association and Cornell Law School, among others. His writings on corporate governance‑related topics have been published by outlets including the Harvard Law School Forum on Corporate Governance, Columbia Law School’s Blue Sky Blog and Wolters Kluwer’s Insights: The Corporate & Securities Law Advisor. Mr. Arnold currently serves as Chair of the American Bar Association’s Federal Regulation of Securities Committee in the Business Law Section. He served as Co‑Chair of the drafting committee for the Federal Regulation of Securities Committee in their comment letter on the SEC’s climate change disclosure rulemaking proposal.
Mr. Arnold has been recognized by Lawdragon as among the “Green 500: Leaders in Environmental Law” and the “500 Leading Global Cyber Lawyers,” and has been named to its 500 X – The Next Generation list for the fields of Corporate Governance and ESG. He received Euromoney Legal Media Group’s 2022 Americas Rising Star Award for “Best in Corporate Governance.”
Mr. Arnold was raised in Longmont, Colorado. He received a B.A. with general honors from the University of Chicago in 2010 and a J.D. from Columbia Law School in 2013, where he was a Harlan Fiske Stone Scholar.
Mr. Arnold joined Cravath in 2013 and was elected a partner in 2020. He worked in the Firm’s London office in 2017 and 2018.
Mr. Arnold’s sophisticated understanding and insights into legal and business risks are derived from his broad experience across multiple corporate practices, including capital markets and mergers and acquisitions. Mr. Arnold has represented corporate clients and major financial institutions in public and private offerings of equity and debt, including initial public offerings and first‑time issuances, as well as in arranging financing for U.S. and international acquisitions. He has advised public and private companies in connection with mergers, acquisitions, dispositions and complex commercial agreements, including joint ventures, minority investments, supply agreements, strategic collaborations and licensing transactions.
Mr. Arnold is a frequent speaker and author on legal developments impacting the areas of corporate governance and ESG. He has moderated or spoken on panels hosted by the American Bar Association, the University of Delaware’s Weinberg Center for Corporate Governance, the American College of Governance Counsel and the Council of Institutional Investors, as well as at events such as the Northwestern Pritzker School of Law’s Securities Regulation Institute and Ray Garrett / Corporate Counsel Institute, among others. Mr. Arnold has also spoken at events hosted by TechGC, the Florida Bar Association and Cornell Law School, among others. His writings on corporate governance‑related topics have been published by outlets including the Harvard Law School Forum on Corporate Governance, Columbia Law School’s Blue Sky Blog and Wolters Kluwer’s Insights: The Corporate & Securities Law Advisor. Mr. Arnold currently serves as Chair of the American Bar Association’s Federal Regulation of Securities Committee in the Business Law Section. He served as Co‑Chair of the drafting committee for the Federal Regulation of Securities Committee in their comment letter on the SEC’s climate change disclosure rulemaking proposal.
Mr. Arnold has been recognized by Lawdragon as among the “Green 500: Leaders in Environmental Law” and the “500 Leading Global Cyber Lawyers,” and has been named to its 500 X – The Next Generation list for the fields of Corporate Governance and ESG. He received Euromoney Legal Media Group’s 2022 Americas Rising Star Award for “Best in Corporate Governance.”
Mr. Arnold was raised in Longmont, Colorado. He received a B.A. with general honors from the University of Chicago in 2010 and a J.D. from Columbia Law School in 2013, where he was a Harlan Fiske Stone Scholar.
Mr. Arnold joined Cravath in 2013 and was elected a partner in 2020. He worked in the Firm’s London office in 2017 and 2018.
American Bar Association
International Bar Association
Society for Corporate Governance
Americas Rising Star Awards - Best in Corporate Governance, Euromoney Legal Media Group (2022)
Lawdragon
Deals & Cases
November 19, 2024
On November 19, 2024, Robinhood Markets, Inc. (“Robinhood”) announced that it has entered into an agreement to acquire TradePMR, a custodial and portfolio management platform for Registered Investment Advisors. Final deal consideration is expected to be approximately $300 million, subject to customary purchase price adjustments, consisting of a mix of cash and stock. Cravath is representing Robinhood in connection with the transaction.
Deals & Cases
May 28, 2024
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.
Deals & Cases
December 18, 2023
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
November 21, 2023
On November 20, 2023, Amentum, a portfolio company of Lindsay Goldberg and American Securities, announced a definitive agreement to merge with Jacobs’ Critical Mission Solutions and Cyber and Intelligence businesses, creating a new leader in systems integration and technology solutions. The transaction, which is structured as an all‑stock, Reverse Morris Trust transaction, will result in a publicly traded combined organization with $13 billion in revenue and more than 53,000 employees in 83 countries. Cravath is representing Amentum in connection with the transaction.
Deals & Cases
October 16, 2023
On October 16, 2023, Vista Outdoor Inc. (“Vista Outdoor”), the parent company of 41 renowned brands that design, manufacture and market sporting and outdoor products to consumers around the globe, announced a definitive agreement to sell its Sporting Products business to Czechoslovak Group a.s. (“CSG”), a leading industrial technology holding company, for an enterprise value of $1.91 billion in an all-cash transaction. This transaction represents the next step in Vista Outdoor’s plan to split the company into separate entities. Cravath is representing Vista Outdoor in connection with the transaction.
Activities
February 19, 2025
On February 13, 2025, Cravath partner John W. White moderated and partner Michael L. Arnold spoke at a program hosted by the University of Delaware’s John L. Weinberg Center for Corporate Governance entitled “From Boom to Backlash: Guiding Directors in a Shifting ESG Landscape.” The program explored how directors can fulfill their duties effectively amid a landscape of shifting expectations, including the importance of reliable data for ESG and other corporate disclosure, and also discussed how to ensure directors and investors receive useful information, how directors can reconcile ESG issues with their primary responsibilities of overseeing CEOs and shaping corporate strategy and where the line should be drawn between board oversight and managerial discretion on ESG topics.
Activities
February 06, 2025
On February 6, 2025, Cravath partner Michael L. Arnold participated in The Texas Business Court and The Future of Corporate Governance symposium hosted by Texas A&M University School of Law in Fort Worth, Texas. The symposium convened leading jurists, academics and practitioners from across the country to explore the latest developments in corporate governance, including the creation of the new Texas Business Court. Michael spoke on a panel entitled “Shareholder Primacy v. Stakeholder Capitalism – Law and Policy,” where he provided the practitioner perspective on the long‑running theoretical debate about shareholder primacy versus stakeholder primacy theories of the corporation.
Activities
January 23, 2025
On January 22, 2025, Cravath partners John W. White, Kimberley S. Drexler and Michael L. Arnold and of counsel Lisa M. Kohl participated in the January meeting of the Fall and Winter Event Series of the New York Chapter of the Society for Corporate Governance, which was held at Cravath’s offices in New York. John, Michael, Kimberley and Lisa spoke on a panel entitled “Developments in Public Company Disclosure and Reporting,” which reviewed key and challenging disclosure points for the upcoming 10‑K and proxy season, including risk factors, executive security, cybersecurity policies and incidents and artificial intelligence.
Activities
December 20, 2024
Cravath partner Michael L. Arnold was featured as a guest on the December 12, 2024 episode of Slaughter and May’s podcast, “Part 2: ESG in the Year of the Election.” In the interview, Michael discussed the evolving ESG landscape following recent elections in the United States, United Kingdom and European Union, including whether ESG policy has become clearer or more opaque and the transatlantic divergence in ESG priorities.
Activities
December 09, 2024
From December 5-6, 2024, Cravath partner Michael L. Arnold, who serves as chair of the American Bar Association’s Federal Regulation of Securities Committee, participated in its annual Winter Meeting, which was held in Washington, D.C. Michael moderated separate discussions with SEC Chair Gary Gensler and Commissioner Mark Uyeda, as well as a session entitled “Dialogue with the Director” with Erik Gerding, Director of the SEC’s Division of Corporation Finance. Cravath of counsel Lisa M. Kohl also participated in the event, moderating a panel which reviewed developments at the Public Company Accounting Oversight Board (“PCAOB”).
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