Cravath’s dedicated team of litigation and corporate partners is experienced in all aspects of these sensitive matters, including:

• assisting senior management and the board in fulfilling their respective duties while benefiting from all available legal protections;
• responding to and negotiating with all the branches of the SEC and with other enforcement agencies (such as U.S. Attorneys, the Department of Justice and State attorneys general);
• working with the client’s independent auditor to resolve potential accounting issues;
• handling disclosure in a manner that is both responsive to applicable legal requirements and sensitive to the concerns of investors, employees and the media;
• conducting internal investigations to determine relevant facts quickly and accurately;
• working with existing and potential financing sources; and
• handling any civil litigation that may arise in these cases.

Not every engagement will require that all these skills be brought to bear, but our clients place a high value on having a single advisor who can quickly understand and manage all the interrelated elements of a complex situation. The Firm’s experience is particularly important when the situation calls for independent counsel to advise the client’s outside directors; to the greatest extent possible, our attorneys 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.

Recent publicly disclosed corporate governance and board advisory assignments have included the following:

• advising the independent directors of Citigroup, including in connection with the company’s dealings with the U.S. government and with derivative litigation;
• advising a special committee of the board of Eli Lilly & Co. in connection with shareholder demand letters and derivative cases relating to the drug Zyprexa;
• advising the audit committee of General Electric, including in connection with an SEC investigation of GE’s accounting practices;
• advising the independent directors of General Motors Corporation, including with respect to transactions involving the U.S. government and the company’s bankruptcy proceedings;
• representing the independent directors of Merrill Lynch, including with respect to the Company’s sale to Bank of America in 2008;
• advising the independent directors of Morgan Stanley in connection with the firm’s conversion to a bank holding company and $9 billion investment from Mitsubishi UFJ;
• representing UBS in litigation concerning an IRS summons seeking information on Swiss accounts of U.S. citizens suspected of tax evasion; and
• advising the audit committee of Wachovia from 2003 to 2008, including in connection with a publicly disclosed SEC investigation.

Our work in this area, most of which is not publicly disclosed, covers a wide variety of issues and clients. Recent matters have involved accounting restatements, the Foreign Corrupt Practices Act, Medicaid and FDA regulations, restrictions on trading with the enemy, stock option backdating, insider trading, bank regulatory issues and advising several special committees of boards considering shareholder allegations of excessive executive compensation. In light of recent market conditions, we have also been 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. 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.