Cravath’s New York Office Moves to Two Manhattan West
Cravath’s Executive Compensation and Benefits Department advises U.S. and multinational clients in all aspects of compensation and benefits. Executive compensation and employee benefit issues are central concerns in most corporate transactions. Our lawyers are experienced at analyzing the corporate governance implications and legal and financial risks associated with compensation and benefit arrangements, as well as navigating interrelated securities law, disclosure, investor relations, tax, ERISA and accounting issues.
The compensation and benefit matters that arise in merger and acquisition transactions are the primary focus of the Department. Our lawyers negotiate key terms of acquisition agreements, develop executive succession arrangements and design and implement new compensation and benefit plans.
In addition to our transactional experience, our executive compensation and benefits lawyers work closely with our litigators to handle matters involving employment, employee benefits and ERISA issues, including in class action lawsuits that may be intertwined with securities and shareholder derivative cases. We have broad experience in disputes that involve employee noncompetition and nonsolicitation agreements, internal investigations of claims of executive misconduct, modifications of employee retirement and benefits agreements and whistleblower claims.
We also advise our clients in connection with the complexities of their ongoing compensation and benefits practices. We help prepare the executive compensation disclosure in annual proxy statements for public companies, including the CD&A and any management compensation proposals, such as say‑on‑pay and approval of new equity compensation plans. In addition, we counsel our clients on the increasingly important issue of investor relations, including the management of relations with corporate governance watchdogs such as ISS/Glass Lewis and major institutional shareholders, as well as in defense against activist shareholders. We are also frequently asked to represent CEOs and other senior executives and corporate clients in crafting individual employment and severance agreements.
Cravath has been consistently named a leading firm for executive compensation and benefits by numerous third‑party publications and has been twice named a Benefits Practice Group of the Year by Law360. Our lawyers regularly earn plaudits from their clients and peers in the market:
The compensation and benefit matters that arise in merger and acquisition transactions are the primary focus of the Department. Our lawyers negotiate key terms of acquisition agreements, develop executive succession arrangements and design and implement new compensation and benefit plans.
In addition to our transactional experience, our executive compensation and benefits lawyers work closely with our litigators to handle matters involving employment, employee benefits and ERISA issues, including in class action lawsuits that may be intertwined with securities and shareholder derivative cases. We have broad experience in disputes that involve employee noncompetition and nonsolicitation agreements, internal investigations of claims of executive misconduct, modifications of employee retirement and benefits agreements and whistleblower claims.
We also advise our clients in connection with the complexities of their ongoing compensation and benefits practices. We help prepare the executive compensation disclosure in annual proxy statements for public companies, including the CD&A and any management compensation proposals, such as say‑on‑pay and approval of new equity compensation plans. In addition, we counsel our clients on the increasingly important issue of investor relations, including the management of relations with corporate governance watchdogs such as ISS/Glass Lewis and major institutional shareholders, as well as in defense against activist shareholders. We are also frequently asked to represent CEOs and other senior executives and corporate clients in crafting individual employment and severance agreements.
Cravath has been consistently named a leading firm for executive compensation and benefits by numerous third‑party publications and has been twice named a Benefits Practice Group of the Year by Law360. Our lawyers regularly earn plaudits from their clients and peers in the market:
Deals & Cases
October 17, 2024
Cravath represented the lead arrangers in connection with $2.05 billion of senior secured credit facilities made available to Terex Corporation in connection with its acquisition of Dover Corporation’s Environmental Solutions Group. The credit facilities consisted of a $1.25 billion term loan “B” facility and a $800 million revolving credit facility. Cravath also represented the initial purchasers in connection with a related $750 million high‑yield senior notes offering by Terex Corporation under Rule 144A and Reg S. The transactions closed on October 8, 2024.
Deals & Cases
October 16, 2024
Cravath represented Amentum Holdings, Inc. in connection with $4.6 billion of credit facilities established as part of the transactions relating to the spinoff by Jacobs Solutions Inc. of its Critical Mission Solutions and Cyber and Intelligence businesses and the subsequent merger of Amentum with the spun‑off business. Amentum Holdings, Inc. is the company resulting from the merger and is listed on the NYSE. The facilities consisted of a $3.75 billion term loan facility and $850 million revolving credit facility. The transactions closed on September 27, 2024.
Deals & Cases
October 09, 2024
Cravath represented the initial purchasers in connection with the $1.5 billion 144A/Reg. S high yield senior secured notes offering of TransDigm Inc., a leading global designer, producer and supplier of highly engineered aircraft components. The transaction closed on September 19, 2024.
Deals & Cases
October 07, 2024
On October 7, 2024, Iris Financial, a Euronext Amsterdam-listed company focused on the financial services sector, and Younited S.A. (“Younited”), a leading European consumer credit business, announced they have signed a business combination agreement. Iris Financial will inject between €150 and €200 million of capital into Younited in consideration for newly-issued shares of Younited. At completion of the Combination (prior to the share capital increase), Iris Financial will own at least 95% of Younited, with any remaining Younited shares to be acquired by Iris after completion pursuant to drag-along provisions contained in Younited’s existing shareholder agreement and upon the exercise of put-call rights by Iris or certain historical Younited shareholders. Iris Financial will be renamed “Younited Financial” and will remain listed on Euronext Amsterdam while applying for an additional listing on Euronext Paris. Cravath is representing Iris Financial as U.S. counsel in connection with the transaction.
Deals & Cases
October 07, 2024
On October 4, 2024, Vista Outdoor Inc. (“Vista Outdoor”), the parent company of more than three dozen renowned brands that design, manufacture and market sporting and outdoor products, announced it has entered into a definitive agreement with funds managed by Strategic Value Partners, LLC, and its affiliates (“SVP”), a global alternative investment firm with approximately $19 billion of assets under management, to sell Revelyst in an all‑cash transaction based on an enterprise value of $1.125 billion. In connection with the SVP Transaction, Vista Outdoor also entered into an amendment to the merger agreement with Czechoslovak Group a.s. (“CSG”) to acquire The Kinetic Group, increasing the purchase price for The Kinetic Group to $2.225 billion. Together, the CSG Transaction and the SVP Transaction represent an enterprise value of $3.35 billion for Vista Outdoor and will deliver an estimated $45 per share in cash to Vista Outdoor stockholders. Cravath is representing Vista Outdoor in connection with the transaction.
Activities & Publications
August 22, 2024
On August 21, 2024, Cravath prepared a memo for its clients entitled “Texas Federal Court Invalidates FTC’s Noncompete Ban Nationwide.” The memo examines the U.S. District Court for the Northern District of Texas’s recent opinion and order setting aside the Federal Trade Commission’s new final rule banning all noncompete agreements with employees and preventing its implementation nationwide.
Activities & Publications
June 20, 2024
In June 2024, Cravath launched the inaugural issue of its Alumni Journal, a digital publication dedicated to highlighting the vibrancy of the Firm’s global alumni community. In each edition, the Journal will feature stories from Cravath alumni at various stages of their careers; updates from across the Firm’s New York, London and Washington, D.C. offices; insights into pro bono and other Firm partnerships; and facts and stories from the Firm’s more than 200-year history.
Accolades
June 13, 2024
The 2024 edition of The Legal 500 United States ranked Cravath in the top tier nationally in 16 areas: Antitrust - Civil Litigation/Class Actions: Defense; Capital Markets: Debt Offerings (Advice to Issuers); Capital Markets: Debt Offerings (Advice to Underwriters); Capital Markets: Global Offerings (Advice to Issuers); Capital Markets: Global Offerings (Advice to Underwriters); Commercial Lending (Advice to Lenders); Employee Benefits, Executive Compensation and Retirement Plans: Transactional; Environment: Transactional; Financial Services Litigation; Fintech (Crypto); General Commercial Disputes; International Tax; M&A: Large Deals ($1bn+); M&A Litigation: Defense; Securities Litigation: Defense; and U.S. Taxes: Non‑contentious. In addition, 75 Cravath attorneys were individually recognized by The Legal 500 United States this year.
Activities & Publications
June 12, 2024
In June 2024, Cravath was featured in an article published by the National Association for Law Placement in its Bulletin+ digital magazine entitled “Hiding the Veggies: Incorporating Well‑Being Practices into Professional Culture.” The article discusses the Firm’s approach to wellness, notes its commitment as an early signatory to the ABA Well‑Being in the Legal Profession Pledge, and describes Cravath’s focus on creating programming relevant to both lawyers and administrative professionals.
Activities & Publications
May 06, 2024
On April 22, 2024, Tax Notes State published an article written by Cravath partners J. Leonard Teti II and Jonathan J. Katz entitled “Ohtani: State Tax Planning Potential of Deferred Compensation.” The article examines how Shohei Ohtani’s record‑breaking contract with the Los Angeles Dodgers highlights a very typical deferred compensation state planning opportunity on a grand scale and discusses the potential of similar structures in the corporate setting.
Deals & Cases
October 17, 2024
Cravath represented the lead arrangers in connection with $2.05 billion of senior secured credit facilities made available to Terex Corporation in connection with its acquisition of Dover Corporation’s Environmental Solutions Group. The credit facilities consisted of a $1.25 billion term loan “B” facility and a $800 million revolving credit facility. Cravath also represented the initial purchasers in connection with a related $750 million high‑yield senior notes offering by Terex Corporation under Rule 144A and Reg S. The transactions closed on October 8, 2024.
Deals & Cases
October 16, 2024
Cravath represented Amentum Holdings, Inc. in connection with $4.6 billion of credit facilities established as part of the transactions relating to the spinoff by Jacobs Solutions Inc. of its Critical Mission Solutions and Cyber and Intelligence businesses and the subsequent merger of Amentum with the spun‑off business. Amentum Holdings, Inc. is the company resulting from the merger and is listed on the NYSE. The facilities consisted of a $3.75 billion term loan facility and $850 million revolving credit facility. The transactions closed on September 27, 2024.
Deals & Cases
October 09, 2024
Cravath represented the initial purchasers in connection with the $1.5 billion 144A/Reg. S high yield senior secured notes offering of TransDigm Inc., a leading global designer, producer and supplier of highly engineered aircraft components. The transaction closed on September 19, 2024.
Deals & Cases
October 07, 2024
On October 7, 2024, Iris Financial, a Euronext Amsterdam-listed company focused on the financial services sector, and Younited S.A. (“Younited”), a leading European consumer credit business, announced they have signed a business combination agreement. Iris Financial will inject between €150 and €200 million of capital into Younited in consideration for newly-issued shares of Younited. At completion of the Combination (prior to the share capital increase), Iris Financial will own at least 95% of Younited, with any remaining Younited shares to be acquired by Iris after completion pursuant to drag-along provisions contained in Younited’s existing shareholder agreement and upon the exercise of put-call rights by Iris or certain historical Younited shareholders. Iris Financial will be renamed “Younited Financial” and will remain listed on Euronext Amsterdam while applying for an additional listing on Euronext Paris. Cravath is representing Iris Financial as U.S. counsel in connection with the transaction.
Deals & Cases
October 07, 2024
On October 4, 2024, Vista Outdoor Inc. (“Vista Outdoor”), the parent company of more than three dozen renowned brands that design, manufacture and market sporting and outdoor products, announced it has entered into a definitive agreement with funds managed by Strategic Value Partners, LLC, and its affiliates (“SVP”), a global alternative investment firm with approximately $19 billion of assets under management, to sell Revelyst in an all‑cash transaction based on an enterprise value of $1.125 billion. In connection with the SVP Transaction, Vista Outdoor also entered into an amendment to the merger agreement with Czechoslovak Group a.s. (“CSG”) to acquire The Kinetic Group, increasing the purchase price for The Kinetic Group to $2.225 billion. Together, the CSG Transaction and the SVP Transaction represent an enterprise value of $3.35 billion for Vista Outdoor and will deliver an estimated $45 per share in cash to Vista Outdoor stockholders. Cravath is representing Vista Outdoor in connection with the transaction.
Activities & Publications
August 22, 2024
On August 21, 2024, Cravath prepared a memo for its clients entitled “Texas Federal Court Invalidates FTC’s Noncompete Ban Nationwide.” The memo examines the U.S. District Court for the Northern District of Texas’s recent opinion and order setting aside the Federal Trade Commission’s new final rule banning all noncompete agreements with employees and preventing its implementation nationwide.
Activities & Publications
June 20, 2024
In June 2024, Cravath launched the inaugural issue of its Alumni Journal, a digital publication dedicated to highlighting the vibrancy of the Firm’s global alumni community. In each edition, the Journal will feature stories from Cravath alumni at various stages of their careers; updates from across the Firm’s New York, London and Washington, D.C. offices; insights into pro bono and other Firm partnerships; and facts and stories from the Firm’s more than 200-year history.
Accolades
June 13, 2024
The 2024 edition of The Legal 500 United States ranked Cravath in the top tier nationally in 16 areas: Antitrust - Civil Litigation/Class Actions: Defense; Capital Markets: Debt Offerings (Advice to Issuers); Capital Markets: Debt Offerings (Advice to Underwriters); Capital Markets: Global Offerings (Advice to Issuers); Capital Markets: Global Offerings (Advice to Underwriters); Commercial Lending (Advice to Lenders); Employee Benefits, Executive Compensation and Retirement Plans: Transactional; Environment: Transactional; Financial Services Litigation; Fintech (Crypto); General Commercial Disputes; International Tax; M&A: Large Deals ($1bn+); M&A Litigation: Defense; Securities Litigation: Defense; and U.S. Taxes: Non‑contentious. In addition, 75 Cravath attorneys were individually recognized by The Legal 500 United States this year.
Activities & Publications
June 12, 2024
In June 2024, Cravath was featured in an article published by the National Association for Law Placement in its Bulletin+ digital magazine entitled “Hiding the Veggies: Incorporating Well‑Being Practices into Professional Culture.” The article discusses the Firm’s approach to wellness, notes its commitment as an early signatory to the ABA Well‑Being in the Legal Profession Pledge, and describes Cravath’s focus on creating programming relevant to both lawyers and administrative professionals.
Activities & Publications
May 06, 2024
On April 22, 2024, Tax Notes State published an article written by Cravath partners J. Leonard Teti II and Jonathan J. Katz entitled “Ohtani: State Tax Planning Potential of Deferred Compensation.” The article examines how Shohei Ohtani’s record‑breaking contract with the Los Angeles Dodgers highlights a very typical deferred compensation state planning opportunity on a grand scale and discusses the potential of similar structures in the corporate setting.
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