Cravath’s New York Office Moves to Two Manhattan West
Boards of directors and senior management regularly call upon Cravath’s highly regarded and sophisticated securities regulatory team in connection with their most sensitive matters. These engagements range from prospective counseling on risk management, disclosure or other compliance matters, including cybersecurity risk management and incident response, to guiding companies through restatement of their financial statements, to fact‑finding exercises with respect to potential violations of laws or regulations or shareholder demands, and to managing the client’s responses to investigations and enforcement actions by the SEC and other governmental authorities and related private litigation. For its acclaimed performance and reputation, Cravath has been ranked a top‑tier New York firm for corporate governance by Best Lawyers Best Law Firms for over a decade.
Cravath’s dedicated team of litigation and corporate partners includes lawyers who have spent portions of their careers at the Securities and Exchange Commission (“SEC”), the U.S. Department of Justice (“DOJ”), the Federal Trade Commission (“FTC”) and the U.S. Attorney’s Offices for the Southern and Eastern Districts of New York. Our lawyers bring their experiences to bear in representing clients in investigations by those regulators and prosecutors, accounting and executive compensation issues, shareholder demands and derivative litigation, proxy contests and many other situations involving difficult governance issues. Not every engagement will require that all these skills be brought to bear, but our clients benefit from having a single advisor who can quickly understand and manage all the interrelated elements of a complex situation. In situations that require independent counsel to advise the client’s outside directors, our lawyers are committed to working cooperatively and constructively with management to minimize the disruption and inefficiencies that can otherwise result when outside lawyers are brought in to work directly with board members.
Cravath’s work in this area, most of which is not publicly disclosed, covers a wide variety of issues and clients. Recent matters have involved a broad range of potential accounting problems, auditor and director independence issues, Foreign Corrupt Practices Act (“FCPA”) issues, suspected violations of Medicaid, FDA and bank regulations, restrictions on trading with the enemy, insider trading, and advising several special committees of boards considering shareholder allegations of excessive executive compensation. We are also actively engaged in assisting clients in their efforts to review and revamp their risk management and executive compensation policies, internal controls, shareholder communications and other important corporate governance functions.
We regularly advise clients in connection with SEC and stock exchange compliance and have extensive experience advising senior management and boards when a crisis arises. Our representations include:
Our advisory clients range in size from Fortune 1000 to Fortune 10, are distributed across all industries and all regions of the world and include both regular, long‑time clients of the Firm, with whom we have broad relationships, and others who have come to us for the first time to handle a specific issue or situation. Whether large or small, new or old, every client receives the full attention of an experienced Cravath team that is dedicated to helping the client solve its most important and demanding problems.
Cravath’s dedicated team of litigation and corporate partners includes lawyers who have spent portions of their careers at the Securities and Exchange Commission (“SEC”), the U.S. Department of Justice (“DOJ”), the Federal Trade Commission (“FTC”) and the U.S. Attorney’s Offices for the Southern and Eastern Districts of New York. Our lawyers bring their experiences to bear in representing clients in investigations by those regulators and prosecutors, accounting and executive compensation issues, shareholder demands and derivative litigation, proxy contests and many other situations involving difficult governance issues. Not every engagement will require that all these skills be brought to bear, but our clients benefit from having a single advisor who can quickly understand and manage all the interrelated elements of a complex situation. In situations that require independent counsel to advise the client’s outside directors, our lawyers are committed to working cooperatively and constructively with management to minimize the disruption and inefficiencies that can otherwise result when outside lawyers are brought in to work directly with board members.
Cravath’s work in this area, most of which is not publicly disclosed, covers a wide variety of issues and clients. Recent matters have involved a broad range of potential accounting problems, auditor and director independence issues, Foreign Corrupt Practices Act (“FCPA”) issues, suspected violations of Medicaid, FDA and bank regulations, restrictions on trading with the enemy, insider trading, and advising several special committees of boards considering shareholder allegations of excessive executive compensation. We are also actively engaged in assisting clients in their efforts to review and revamp their risk management and executive compensation policies, internal controls, shareholder communications and other important corporate governance functions.
We regularly advise clients in connection with SEC and stock exchange compliance and have extensive experience advising senior management and boards when a crisis arises. Our representations include:
Our advisory clients range in size from Fortune 1000 to Fortune 10, are distributed across all industries and all regions of the world and include both regular, long‑time clients of the Firm, with whom we have broad relationships, and others who have come to us for the first time to handle a specific issue or situation. Whether large or small, new or old, every client receives the full attention of an experienced Cravath team that is dedicated to helping the client solve its most important and demanding problems.
Deals & Cases
June 24, 2024
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
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
April 04, 2024
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
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.
Activities & Publications
October 18, 2024
On October 17, 2024, Cravath partner Elad Roisman participated in the Dallas Security Traders Association’s 2024 Texas Traders Convention. Elad spoke on a panel entitled “Industry Trends and Risks in 2024 and Beyond,” which reviewed topics impacting the financial services industry including SEC rules and judicial decisions.
Accolades
October 18, 2024
On October 18, 2024, Lawdragon announced the inclusion of 42 Cravath partners in its annual list of the “500 Leading Dealmakers in America.” The list recognizes lawyers in the areas of M&A, capital markets, corporate governance, finance, private equity and tax for their “can-do hustle and ability to move the needle with clients and firms themselves.”
Activities & Publications
September 23, 2024
Cravath partners Alyssa K. Caples, Margaret T. Segall, Nicholas A. Dorsey, C. Daniel Haaren and Bethany A. Pfalzgraf spoke at the International Bar Association’s 2024 Annual Conference, which was held September 15‑20 in Mexico City and convened legal professionals from across the globe.
Activities & Publications
September 20, 2024
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.
Activities & Publications
September 19, 2024
In September 2024, Cravath partner Michael L. Arnold was appointed chair of the American Bar Association Business Law Section’s Federal Regulation of Securities Committee. The committee provides meetings, programs and information to practitioners covering a wide range of securities law topics and is a significant resource to the U.S. Securities and Exchange Commission through comment letters. Michael previously served as vice‑chair of the committee.
Deals & Cases
June 24, 2024
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
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
April 04, 2024
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
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.
Activities & Publications
October 18, 2024
On October 17, 2024, Cravath partner Elad Roisman participated in the Dallas Security Traders Association’s 2024 Texas Traders Convention. Elad spoke on a panel entitled “Industry Trends and Risks in 2024 and Beyond,” which reviewed topics impacting the financial services industry including SEC rules and judicial decisions.
Accolades
October 18, 2024
On October 18, 2024, Lawdragon announced the inclusion of 42 Cravath partners in its annual list of the “500 Leading Dealmakers in America.” The list recognizes lawyers in the areas of M&A, capital markets, corporate governance, finance, private equity and tax for their “can-do hustle and ability to move the needle with clients and firms themselves.”
Activities & Publications
September 23, 2024
Cravath partners Alyssa K. Caples, Margaret T. Segall, Nicholas A. Dorsey, C. Daniel Haaren and Bethany A. Pfalzgraf spoke at the International Bar Association’s 2024 Annual Conference, which was held September 15‑20 in Mexico City and convened legal professionals from across the globe.
Activities & Publications
September 20, 2024
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.
Activities & Publications
September 19, 2024
In September 2024, Cravath partner Michael L. Arnold was appointed chair of the American Bar Association Business Law Section’s Federal Regulation of Securities Committee. The committee provides meetings, programs and information to practitioners covering a wide range of securities law topics and is a significant resource to the U.S. Securities and Exchange Commission through comment letters. Michael previously served as vice‑chair of the committee.
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