Four Decades for Justice
Andrew J. Pitts is Co-Head of the Capital Markets Practice for North America. He has a significant corporate finance practice and advises clients on a broad range of corporate issues. Mr. Pitts is widely regarded in the legal community as exceptionally responsive and pragmatic with a wide range of experience addressing clients’ most complex legal issues.
Mr. Pitts’s finance practice focuses on public and private securities offerings for investment banking clients and issuers. Principal areas of concentration include the financial institutions, insurance, industrials, natural resources, technology and transportation industries. In addition to traditional capital‑raising transactions, Mr. Pitts regularly advises on transactions involving convertible securities, equity‑linked securities and equity derivatives, including public and private hedging transactions using collars and forward contracts. Mr. Pitts also regularly represents investment banking clients and issuers in connection with liability management transactions, including debt tender and exchange offers and consent solicitations.
Mr. Pitts’s advisory work principally involves corporate governance, public company disclosure obligations and director and officer liability issues (including D&O insurance). He frequently teams with other Cravath partners in complex merger and acquisition transactions.
Mr. Pitts is the Contributing Editor to “Getting the Deal Through: Securities Finance,” an annual survey of the securities laws in 15 jurisdictions, and regularly participates in other industry activities, including SIFMA. Mr. Pitts is also actively involved in legal opinion matters. He is the Chair of Cravath’s opinion committee, a member of the TriBar Opinion Committee and is the former Chair of the ABA Subcommittee on Securities Law Opinions. Mr. Pitts is a member of the New York City Bar Association and the International Bar Association.
Mr. Pitts has been repeatedly cited as one of the leading practitioners in capital markets by, among others, Chambers USA, Chambers Global, The Legal 500 US, IFLR1000, Lawdragon, The Best Lawyers in America and Who’s Who Legal: Capital Markets.
Mr. Pitts was born in Rochester, New York. He received a B.A. from Trinity College in 1988, a J.D. summa cum laude in 1994 from Boston University, where he was Notes Editor of the Law Review and received the Alumni Achievement Award, and an M.B.A. with high honors from Boston University in 1995.
Mr. Pitts joined Cravath in 1995 and was elected a partner in 2002. He served as Corporate Managing Partner from August 2014 to September 2016.
Mr. Pitts’s finance practice focuses on public and private securities offerings for investment banking clients and issuers. Principal areas of concentration include the financial institutions, insurance, industrials, natural resources, technology and transportation industries. In addition to traditional capital‑raising transactions, Mr. Pitts regularly advises on transactions involving convertible securities, equity‑linked securities and equity derivatives, including public and private hedging transactions using collars and forward contracts. Mr. Pitts also regularly represents investment banking clients and issuers in connection with liability management transactions, including debt tender and exchange offers and consent solicitations.
Mr. Pitts’s advisory work principally involves corporate governance, public company disclosure obligations and director and officer liability issues (including D&O insurance). He frequently teams with other Cravath partners in complex merger and acquisition transactions.
Mr. Pitts is the Contributing Editor to “Getting the Deal Through: Securities Finance,” an annual survey of the securities laws in 15 jurisdictions, and regularly participates in other industry activities, including SIFMA. Mr. Pitts is also actively involved in legal opinion matters. He is the Chair of Cravath’s opinion committee, a member of the TriBar Opinion Committee and is the former Chair of the ABA Subcommittee on Securities Law Opinions. Mr. Pitts is a member of the New York City Bar Association and the International Bar Association.
Mr. Pitts has been repeatedly cited as one of the leading practitioners in capital markets by, among others, Chambers USA, Chambers Global, The Legal 500 US, IFLR1000, Lawdragon, The Best Lawyers in America and Who’s Who Legal: Capital Markets.
Mr. Pitts was born in Rochester, New York. He received a B.A. from Trinity College in 1988, a J.D. summa cum laude in 1994 from Boston University, where he was Notes Editor of the Law Review and received the Alumni Achievement Award, and an M.B.A. with high honors from Boston University in 1995.
Mr. Pitts joined Cravath in 1995 and was elected a partner in 2002. He served as Corporate Managing Partner from August 2014 to September 2016.
International Bar Association
New York City Bar Association
TriBar Opinion Committee
The Aldrich Museum
The Greenwich Land Trust
Middlesex School
Best Lawyers in America
Chambers Global
Chambers USA
IFLR1000
Lawdragon
The Legal 500 US
Super Lawyers
Boston University Alumni Achievement Award, 1994
Deals & Cases
February 23, 2024
Cravath represented the underwriters in connection with the $500 million registered notes offering of CNA Financial Corporation, a global insurance organization serving businesses with a broad range of commercial property and casualty insurance products, including surety, and insurance‑related services. The transaction closed on February 9, 2024.
Deals & Cases
February 15, 2024
Cravath represented the underwriters in connection with the $750 million registered senior notes offering of KLA Corporation, a leading supplier of process control and yield management solutions for the semiconductor and related nanoelectronics industries. The transaction closed on February 1, 2024.
Deals & Cases
February 08, 2024
Cravath represented the underwriters in connection with the $2.5 billion registered fixed rate/floating rate senior notes offering of The PNC Financial Services Group, Inc., one of the largest diversified financial services companies in the United States. The transaction closed on January 22, 2024.
Deals & Cases
November 28, 2023
Cravath represented the underwriter in connection with the $665.2 million registered secondary common stock offering of Core & Main, Inc., a leading specialized distributor of water, wastewater, storm drainage and fire protection products, and related services, to municipalities, private water companies and professional contractors across municipal, non‑residential and residential end markets nationwide. The transaction closed on November 9, 2023.
Deals & Cases
September 12, 2023
On September 12, 2023, the Boards of WestRock and Smurfit Kappa announced the signing of a definitive transaction agreement to create Smurfit WestRock, a global leader in sustainable packaging. Together, Smurfit Kappa and WestRock generated combined last twelve months’ adjusted annual revenue of approximately $34 billion as of June 30, 2023. Cravath is representing WestRock in connection with the transaction.
Accolades
February 08, 2024
On January 24, 2024, Cravath was featured by Law360 as a “Capital Markets Practice Group of the Year.” The profile highlighted the Capital Markets Practice’s representation of clients, including AngloGold Ashanti in its corporate restructuring and change to its domicile and primary listing location, the underwriters of L3Harris Technologies, Inc.’s $3.25 billion registered notes offering and the underwriter and the dealers of AmerisourceBergen’s $1.6 billion registered secondary common stock offering.
Activities & Publications
May 18, 2023
On May 18, 2023, Cravath prepared a memo for its clients entitled “SEC Amends Rules Requiring Disclosures of Issuer Share Repurchase and Rule 10b5‑1 Plans.” The memo examines the U.S. Securities and Exchange Commission’s recently adopted final rules on a number of disclosure requirements related to issuer share repurchases. The memo outlines key features of the new rules, the new tabular disclosures, the new narrative disclosures about issuer 10b5‑1 plans and issuer repurchases, and recommendations for companies. Cravath also published a tailored version of the memo for Foreign Private Issuers.
Activities & Publications
December 20, 2022
On December 20, 2022, Cravath distributed a memo for its clients and other stakeholders entitled “SEC Adopts Amendments to Rule 10b5-1 and Adds Insider Trading-Related Disclosures,” examining Final Rules adopted by the SEC on December 14, 2022, which add a number of new requirements to Rule 10b5-1, which was first adopted by the SEC in 2000 to provide an affirmative defense against charges of insider trading when transactions in a company’s stock are executed at times that an insider may be in possession of material non-public information. These new requirements significantly limit the availability of the affirmative defense provided by that rule to violations of Section 10(b) of the Securities Exchange Act of 1934, include new disclosure requirements and add other mandatory requests for information.
Activities & Publications
March 22, 2022
Cravath partners Mark I. Greene, Andrew J. Pitts and George A. Stephanakis served as contributing editors of the 2022 edition of “Lexology Getting the Deal Through: Securities Finance,” which provides an overview of capital markets in several jurisdictions around the globe. As part of their editorship, they authored the volume’s Global Overview and United States chapter. The Global Overview reviews the record high global capital markets activity in 2021, volume in equity capital markets and debt capital markets, and fiscal and monetary developments. The United States chapter examines the nation’s legal and regulatory framework governing securities offerings and covers topics including public offerings, private placings, underwriting arrangements, and liabilities and enforcement. Associate Paul Ddang Kim assisted with the preparation of the Global Overview and the United States chapter for this project, as did Mary Jean Whitsell.
Andrew J. Pitts is Co-Head of the Capital Markets Practice for North America. He has a significant corporate finance practice and advises clients on a broad range of corporate issues. Mr. Pitts is widely regarded in the legal community as exceptionally responsive and pragmatic with a wide range of experience addressing clients’ most complex legal issues.
Mr. Pitts’s finance practice focuses on public and private securities offerings for investment banking clients and issuers. Principal areas of concentration include the financial institutions, insurance, industrials, natural resources, technology and transportation industries. In addition to traditional capital‑raising transactions, Mr. Pitts regularly advises on transactions involving convertible securities, equity‑linked securities and equity derivatives, including public and private hedging transactions using collars and forward contracts. Mr. Pitts also regularly represents investment banking clients and issuers in connection with liability management transactions, including debt tender and exchange offers and consent solicitations.
Mr. Pitts’s advisory work principally involves corporate governance, public company disclosure obligations and director and officer liability issues (including D&O insurance). He frequently teams with other Cravath partners in complex merger and acquisition transactions.
Mr. Pitts is the Contributing Editor to “Getting the Deal Through: Securities Finance,” an annual survey of the securities laws in 15 jurisdictions, and regularly participates in other industry activities, including SIFMA. Mr. Pitts is also actively involved in legal opinion matters. He is the Chair of Cravath’s opinion committee, a member of the TriBar Opinion Committee and is the former Chair of the ABA Subcommittee on Securities Law Opinions. Mr. Pitts is a member of the New York City Bar Association and the International Bar Association.
Mr. Pitts has been repeatedly cited as one of the leading practitioners in capital markets by, among others, Chambers USA, Chambers Global, The Legal 500 US, IFLR1000, Lawdragon, The Best Lawyers in America and Who’s Who Legal: Capital Markets.
Mr. Pitts was born in Rochester, New York. He received a B.A. from Trinity College in 1988, a J.D. summa cum laude in 1994 from Boston University, where he was Notes Editor of the Law Review and received the Alumni Achievement Award, and an M.B.A. with high honors from Boston University in 1995.
Mr. Pitts joined Cravath in 1995 and was elected a partner in 2002. He served as Corporate Managing Partner from August 2014 to September 2016.
Mr. Pitts’s finance practice focuses on public and private securities offerings for investment banking clients and issuers. Principal areas of concentration include the financial institutions, insurance, industrials, natural resources, technology and transportation industries. In addition to traditional capital‑raising transactions, Mr. Pitts regularly advises on transactions involving convertible securities, equity‑linked securities and equity derivatives, including public and private hedging transactions using collars and forward contracts. Mr. Pitts also regularly represents investment banking clients and issuers in connection with liability management transactions, including debt tender and exchange offers and consent solicitations.
Mr. Pitts’s advisory work principally involves corporate governance, public company disclosure obligations and director and officer liability issues (including D&O insurance). He frequently teams with other Cravath partners in complex merger and acquisition transactions.
Mr. Pitts is the Contributing Editor to “Getting the Deal Through: Securities Finance,” an annual survey of the securities laws in 15 jurisdictions, and regularly participates in other industry activities, including SIFMA. Mr. Pitts is also actively involved in legal opinion matters. He is the Chair of Cravath’s opinion committee, a member of the TriBar Opinion Committee and is the former Chair of the ABA Subcommittee on Securities Law Opinions. Mr. Pitts is a member of the New York City Bar Association and the International Bar Association.
Mr. Pitts has been repeatedly cited as one of the leading practitioners in capital markets by, among others, Chambers USA, Chambers Global, The Legal 500 US, IFLR1000, Lawdragon, The Best Lawyers in America and Who’s Who Legal: Capital Markets.
Mr. Pitts was born in Rochester, New York. He received a B.A. from Trinity College in 1988, a J.D. summa cum laude in 1994 from Boston University, where he was Notes Editor of the Law Review and received the Alumni Achievement Award, and an M.B.A. with high honors from Boston University in 1995.
Mr. Pitts joined Cravath in 1995 and was elected a partner in 2002. He served as Corporate Managing Partner from August 2014 to September 2016.
International Bar Association
New York City Bar Association
TriBar Opinion Committee
The Aldrich Museum
The Greenwich Land Trust
Middlesex School
Best Lawyers in America
Chambers Global
Chambers USA
IFLR1000
Lawdragon
The Legal 500 US
Super Lawyers
Boston University Alumni Achievement Award, 1994
Deals & Cases
February 23, 2024
Cravath represented the underwriters in connection with the $500 million registered notes offering of CNA Financial Corporation, a global insurance organization serving businesses with a broad range of commercial property and casualty insurance products, including surety, and insurance‑related services. The transaction closed on February 9, 2024.
Deals & Cases
February 15, 2024
Cravath represented the underwriters in connection with the $750 million registered senior notes offering of KLA Corporation, a leading supplier of process control and yield management solutions for the semiconductor and related nanoelectronics industries. The transaction closed on February 1, 2024.
Deals & Cases
February 08, 2024
Cravath represented the underwriters in connection with the $2.5 billion registered fixed rate/floating rate senior notes offering of The PNC Financial Services Group, Inc., one of the largest diversified financial services companies in the United States. The transaction closed on January 22, 2024.
Deals & Cases
November 28, 2023
Cravath represented the underwriter in connection with the $665.2 million registered secondary common stock offering of Core & Main, Inc., a leading specialized distributor of water, wastewater, storm drainage and fire protection products, and related services, to municipalities, private water companies and professional contractors across municipal, non‑residential and residential end markets nationwide. The transaction closed on November 9, 2023.
Deals & Cases
September 12, 2023
On September 12, 2023, the Boards of WestRock and Smurfit Kappa announced the signing of a definitive transaction agreement to create Smurfit WestRock, a global leader in sustainable packaging. Together, Smurfit Kappa and WestRock generated combined last twelve months’ adjusted annual revenue of approximately $34 billion as of June 30, 2023. Cravath is representing WestRock in connection with the transaction.
Accolades
February 08, 2024
On January 24, 2024, Cravath was featured by Law360 as a “Capital Markets Practice Group of the Year.” The profile highlighted the Capital Markets Practice’s representation of clients, including AngloGold Ashanti in its corporate restructuring and change to its domicile and primary listing location, the underwriters of L3Harris Technologies, Inc.’s $3.25 billion registered notes offering and the underwriter and the dealers of AmerisourceBergen’s $1.6 billion registered secondary common stock offering.
Activities & Publications
May 18, 2023
On May 18, 2023, Cravath prepared a memo for its clients entitled “SEC Amends Rules Requiring Disclosures of Issuer Share Repurchase and Rule 10b5‑1 Plans.” The memo examines the U.S. Securities and Exchange Commission’s recently adopted final rules on a number of disclosure requirements related to issuer share repurchases. The memo outlines key features of the new rules, the new tabular disclosures, the new narrative disclosures about issuer 10b5‑1 plans and issuer repurchases, and recommendations for companies. Cravath also published a tailored version of the memo for Foreign Private Issuers.
Activities & Publications
December 20, 2022
On December 20, 2022, Cravath distributed a memo for its clients and other stakeholders entitled “SEC Adopts Amendments to Rule 10b5-1 and Adds Insider Trading-Related Disclosures,” examining Final Rules adopted by the SEC on December 14, 2022, which add a number of new requirements to Rule 10b5-1, which was first adopted by the SEC in 2000 to provide an affirmative defense against charges of insider trading when transactions in a company’s stock are executed at times that an insider may be in possession of material non-public information. These new requirements significantly limit the availability of the affirmative defense provided by that rule to violations of Section 10(b) of the Securities Exchange Act of 1934, include new disclosure requirements and add other mandatory requests for information.
Activities & Publications
March 22, 2022
Cravath partners Mark I. Greene, Andrew J. Pitts and George A. Stephanakis served as contributing editors of the 2022 edition of “Lexology Getting the Deal Through: Securities Finance,” which provides an overview of capital markets in several jurisdictions around the globe. As part of their editorship, they authored the volume’s Global Overview and United States chapter. The Global Overview reviews the record high global capital markets activity in 2021, volume in equity capital markets and debt capital markets, and fiscal and monetary developments. The United States chapter examines the nation’s legal and regulatory framework governing securities offerings and covers topics including public offerings, private placings, underwriting arrangements, and liabilities and enforcement. Associate Paul Ddang Kim assisted with the preparation of the Global Overview and the United States chapter for this project, as did Mary Jean Whitsell.
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