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.
Education
-
J.D., 2013, Columbia Law SchoolHarlan Fiske Stone Scholar
-
B.A., 2010, University of ChicagoGeneral Honors
Admitted In
- New York
Professional Affiliations
American Bar Association
- Chair, Federal Regulation of Securities Committee, Section of Business Law
- Corporate Governance Committee, Section of Business Law
- ESG Subcommittee (Joint Subcommittee of the Corporate Governance Committee and Federal Regulation of Securities Committee), Section of Business Law
- Law and Accounting Committee, Section of Business Law
International Bar Association
- Corporate and M&A Law Committee
Organizations
Society for Corporate Governance
Rankings
Americas Rising Star Awards - Best in Corporate Governance, Euromoney Legal Media Group (2022)
Lawdragon
- 500 Leading Global Cyber Lawyers (2024)
- Green 500: Leaders in Environmental Law (2023, 2022)
- 500 X – The Next Generation (2024, 2023)
Deals & Cases
November 19, 2024
Robinhood’s Acquisition of TradePMR
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
UScellular’s $4.4 Billion Sale of Wireless Operations and Select Spectrum Assets to T‑Mobile
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
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
November 21, 2023
Amentum’s Merger with Jacobs’ Critical Mission Solutions and Cyber and Intelligence Businesses
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
Vista Outdoor’s $1.91 Billion Sale of its Sporting Products Business to CSG
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
December 09, 2024
Michael Arnold Moderates Sessions with SEC’s Chair Gensler, Commissioner Uyeda and Director Gerding
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”).
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
October 23, 2024
Michael Arnold Speaks at 2024 BAI ESG Executive Roundtable
On October 18, 2024, Cravath partner Michael L. Arnold participated in the BAI ESG Executive Roundtable, which was hosted virtually by BAI, a nonprofit organization that provides thought leadership and training for financial services leaders. During the roundtable, entitled “The Growing Challenges and Complexity of ESG State Laws and Regulations,” Michael reviewed key macro trends in the evolving state law environment on ESG‑related matters and surveyed best practices for financial institutions and other companies in responding to ESG and anti‑ESG state law developments.
Activities
October 21, 2024
Elad Roisman and Michael Arnold Speak at 2024 Audit Committee Leadership Network Meeting
On October 18, 2024, Cravath partners Elad Roisman and Michael L. Arnold spoke at the 2024 Audit Committee Leadership Network Meeting, which was hosted by Tapestry Networks and examined issues relevant to the chairing of audit committees of large, global public companies, including oversight of risk and establishment of confidence and trust in capital markets. Elad and Michael’s session reviewed recent and upcoming court decisions relevant for rulemaking and the future of regulation and the administrative state.
Activities
September 20, 2024
Michael Arnold Speaks at the American Bar Association’s 2024 Business Law Section Fall Meeting
Cravath partner Michael L. Arnold participated in the American Bar Association’s 2024 Business Law Section Fall Meeting, which was held from September 12‑14, 2024, virtually and in San Diego, CA. Michael spoke on a panel entitled “Evolving Sustainability Requirements: Soft Law to Hard Law to Harder Law,” which reviewed how sustainability requirements, such as the recent SEC climate disclosure rules, are evolving within a complex regulatory environment, and may impact “hard law” and “soft law” obligations for companies.
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.
Education
-
J.D., 2013, Columbia Law SchoolHarlan Fiske Stone Scholar
-
B.A., 2010, University of ChicagoGeneral Honors
Admitted In
- New York
Professional Affiliations
American Bar Association
- Chair, Federal Regulation of Securities Committee, Section of Business Law
- Corporate Governance Committee, Section of Business Law
- ESG Subcommittee (Joint Subcommittee of the Corporate Governance Committee and Federal Regulation of Securities Committee), Section of Business Law
- Law and Accounting Committee, Section of Business Law
International Bar Association
- Corporate and M&A Law Committee
Organizations
Society for Corporate Governance
Rankings
Americas Rising Star Awards - Best in Corporate Governance, Euromoney Legal Media Group (2022)
Lawdragon
- 500 Leading Global Cyber Lawyers (2024)
- Green 500: Leaders in Environmental Law (2023, 2022)
- 500 X – The Next Generation (2024, 2023)
Deals & Cases
November 19, 2024
Robinhood’s Acquisition of TradePMR
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
UScellular’s $4.4 Billion Sale of Wireless Operations and Select Spectrum Assets to T‑Mobile
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
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
November 21, 2023
Amentum’s Merger with Jacobs’ Critical Mission Solutions and Cyber and Intelligence Businesses
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
Vista Outdoor’s $1.91 Billion Sale of its Sporting Products Business to CSG
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
December 09, 2024
Michael Arnold Moderates Sessions with SEC’s Chair Gensler, Commissioner Uyeda and Director Gerding
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”).
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
October 23, 2024
Michael Arnold Speaks at 2024 BAI ESG Executive Roundtable
On October 18, 2024, Cravath partner Michael L. Arnold participated in the BAI ESG Executive Roundtable, which was hosted virtually by BAI, a nonprofit organization that provides thought leadership and training for financial services leaders. During the roundtable, entitled “The Growing Challenges and Complexity of ESG State Laws and Regulations,” Michael reviewed key macro trends in the evolving state law environment on ESG‑related matters and surveyed best practices for financial institutions and other companies in responding to ESG and anti‑ESG state law developments.
Activities
October 21, 2024
Elad Roisman and Michael Arnold Speak at 2024 Audit Committee Leadership Network Meeting
On October 18, 2024, Cravath partners Elad Roisman and Michael L. Arnold spoke at the 2024 Audit Committee Leadership Network Meeting, which was hosted by Tapestry Networks and examined issues relevant to the chairing of audit committees of large, global public companies, including oversight of risk and establishment of confidence and trust in capital markets. Elad and Michael’s session reviewed recent and upcoming court decisions relevant for rulemaking and the future of regulation and the administrative state.
Activities
September 20, 2024
Michael Arnold Speaks at the American Bar Association’s 2024 Business Law Section Fall Meeting
Cravath partner Michael L. Arnold participated in the American Bar Association’s 2024 Business Law Section Fall Meeting, which was held from September 12‑14, 2024, virtually and in San Diego, CA. Michael spoke on a panel entitled “Evolving Sustainability Requirements: Soft Law to Hard Law to Harder Law,” which reviewed how sustainability requirements, such as the recent SEC climate disclosure rules, are evolving within a complex regulatory environment, and may impact “hard law” and “soft law” obligations for companies.
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