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Four Decades for Justice

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Andrew M.
Wark

Partner, Corporate

awark@cravath.com
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Andrew M. Wark focuses his practice on public and private mergers and acquisitions, shareholder activism defense and general corporate matters. Mr. Wark’s clients have included AXA, Barrick Gold, Benchmark Electronics, Convey Health Solutions, Corteva, Cox Enterprises, Crown Castle, Eurazeo, Fortress Transportation & Infrastructure Investors, FS Investments, GuideWell, IBM, Just Eat Takeaway.com, Olin, Peabody Energy, RELX Group, Viatris and ViewRay.

Mr. Wark’s notable M&A transactions include representing:

  • FS Investments in its pending combination with Portfolio Advisors, creating a $73 billion alternative investment firm;
  • Viatris in its $750 million acquisitions of Oyster Point and Famy Life Sciences;
  • Cowen in its $1.9 billion acquisition by TD;
  • Convey Health Solutions in its $1.1 billion take‑private acquisition by TPG Capital;
  • GuideWell in its $900 million combination with Triple-S Management;
  • The special committee of the board of Eidos Therapeutics in the $2.83 billion merger with BridgeBio Pharma;
  • Just Eat Takeaway.com in its $7.3 billion acquisition of Grubhub;
  • Barrick Gold in its proposed $42 billion merger and subsequent joint venture with Newmont Mining and its $18.3 billion merger with Randgold Resources;
  • RELX Group in its acquisition of Emailage;
  • Peabody Energy in its proposed joint venture with Arch Resources;
  • AXA in its $15.3 billion acquisition of XL;
  • Cincinnati Bell in its $650 million combination with Hawaiian Telcom and its $201 million acquisition of OnX Enterprise Solutions;
  • Eurazeo in its majority investment in WorldStrides;
  • Crown Castle in its $7.1 billion acquisition of Lightower and its $1.5 billion acquisition of FiberNet;
  • Alere in its $8 billion sale to Abbott Laboratories;
  • MarkWest Energy Partners in its $21 billion merger with MPLX;
  • IBM in its acquisition of Clearleap; and
  • Olin in its $5 billion Reverse Morris Trust acquisition of the chlorine value chain business of Dow Chemical.

Mr. Wark has also represented numerous companies and boards of directors regarding shareholder activism, including representing Benchmark Electronics in its cooperation agreement with Engaged Capital, Corteva in its agreement with Starboard Value and ViewRay in its cooperation agreement with Hudson Executive Capital.

In 2021, Mr. Wark was named an M&A “Rising Star” by The Deal in The Dealmaker Quarterly. He also co‑authored the United States chapter of “Getting the Deal Through: Distressed M&A.”

Mr. Wark was born in Portland, Oregon. He received a B.S. from Duke University in 2010 and a J.D. from Columbia Law School in 2013, where he was a Harlan Fiske Stone Scholar and a Staff Editor of the Law Review.

Mr. Wark joined Cravath in 2013 and was elected a partner in 2020.

Mr. Wark’s notable M&A transactions include representing:

  • FS Investments in its pending combination with Portfolio Advisors, creating a $73 billion alternative investment firm;
  • Viatris in its $750 million acquisitions of Oyster Point and Famy Life Sciences;
  • Cowen in its $1.9 billion acquisition by TD;
  • Convey Health Solutions in its $1.1 billion take‑private acquisition by TPG Capital;
  • GuideWell in its $900 million combination with Triple-S Management;
  • The special committee of the board of Eidos Therapeutics in the $2.83 billion merger with BridgeBio Pharma;
  • Just Eat Takeaway.com in its $7.3 billion acquisition of Grubhub;
  • Barrick Gold in its proposed $42 billion merger and subsequent joint venture with Newmont Mining and its $18.3 billion merger with Randgold Resources;
  • RELX Group in its acquisition of Emailage;
  • Peabody Energy in its proposed joint venture with Arch Resources;
  • AXA in its $15.3 billion acquisition of XL;
  • Cincinnati Bell in its $650 million combination with Hawaiian Telcom and its $201 million acquisition of OnX Enterprise Solutions;
  • Eurazeo in its majority investment in WorldStrides;
  • Crown Castle in its $7.1 billion acquisition of Lightower and its $1.5 billion acquisition of FiberNet;
  • Alere in its $8 billion sale to Abbott Laboratories;
  • MarkWest Energy Partners in its $21 billion merger with MPLX;
  • IBM in its acquisition of Clearleap; and
  • Olin in its $5 billion Reverse Morris Trust acquisition of the chlorine value chain business of Dow Chemical.

Mr. Wark has also represented numerous companies and boards of directors regarding shareholder activism, including representing Benchmark Electronics in its cooperation agreement with Engaged Capital, Corteva in its agreement with Starboard Value and ViewRay in its cooperation agreement with Hudson Executive Capital.

In 2021, Mr. Wark was named an M&A “Rising Star” by The Deal in The Dealmaker Quarterly. He also co‑authored the United States chapter of “Getting the Deal Through: Distressed M&A.”

Mr. Wark was born in Portland, Oregon. He received a B.S. from Duke University in 2010 and a J.D. from Columbia Law School in 2013, where he was a Harlan Fiske Stone Scholar and a Staff Editor of the Law Review.

Mr. Wark joined Cravath in 2013 and was elected a partner in 2020.

Education

  • J.D., 2013, Columbia Law School
    Harlan Fiske Stone Scholar
  • B.S., 2010, Duke University

Admitted In

  • New York

Rankings

The Dealmaker Quarterly

  • Rising Star (2021)

Deals & Cases

May 15, 2023

Newcrest’s A$28.8 Billion Acquisition by Newmont

On May 15, 2023, Newcrest Mining Limited (“Newcrest”) announced it has entered into a binding scheme implementation deed with Newmont Corporation (“Newmont”), in relation to a proposal for Newmont to acquire 100% of the issued shares in Newcrest by way of a scheme of arrangement. Under the terms of the agreement, Newcrest shareholders will be entitled to receive 0.400 Newmont shares for each Newcrest share held (“Scheme Consideration”). In addition, Newcrest will be permitted to pay a franked special dividend of up to $1.10 per share on or around the implementation of the scheme of arrangement. The Scheme Consideration which would be received by Newcrest shareholders under the proposed transaction, when aggregated with the franked special dividend, represents an implied equity value of A$26.2 billion and enterprise value for Newcrest of A$28.8 billion. Cravath is representing Newcrest as U.S. counsel in connection with the transaction.

Deals & Cases

February 02, 2023

FS Investments’ Combination with Portfolio Advisors, Creating $73 Billion Alternative Investment Firm

On February 2, 2023, FS Investments, a pioneer in the democratization of alternative investments with more than $35 billion in assets under management, and Portfolio Advisors, a global middle‑market private asset specialist with more than $38 billion in assets under management, announced they have entered into a definitive agreement to combine their firms. The combined company will be poised for growth with over $73 billion in assets under management, including a significant permanent capital base, and a robust distribution platform. Cravath is representing FS Investments in connection with the transaction.

Deals & Cases

January 30, 2023

ViewRay’s Cooperation Agreement with Hudson Executive Capital

On January 20, 2023, ViewRay, Inc. (“ViewRay”), which designs, manufactures and markets the MRIdian® MRI‑Guided Radiation Therapy System, announced that it has reached an agreement with Hudson Executive Capital LP (“HEC”), a New York City‑based value‑oriented investor, to appoint a senior investment analyst and representative of HEC as an observer of the ViewRay Board of Directors (the “Board”), effective as of January 20, 2023. ViewRay has also agreed that the Board will appoint that observer to fill any vacancy on the Board arising during the term of the agreement. In connection with this announcement, ViewRay has also entered into a cooperation agreement with HEC, which currently owns approximately 8.7% of the Company’s outstanding common stock. Pursuant to its agreement with ViewRay, HEC has agreed to customary standstill and voting commitments, among other provisions. Cravath is representing ViewRay in connection with the agreement.

Deals & Cases

November 07, 2022

Viatris’ Acquisitions of Oyster Point and Famy Life Sciences

On November 7, 2022, Viatris Inc. (“Viatris”), a global healthcare company, announced it intends to create an ophthalmology franchise by acquiring Oyster Point Pharma (“Oyster Point”) and Famy Life Sciences.

Deals & Cases

August 02, 2022

Cowen’s $1.9 Billion Acquisition by TD Bank Group

On August 2, 2022, Cowen Inc. (“Cowen”) and TD Bank Group (“TD”) announced a definitive agreement for TD to acquire Cowen in an all-cash transaction with an enterprise value of $1.9 billion. Cravath is representing Cowen in connection with the transaction.

Activities & Publications

March 17, 2023

Andrew Wark and Maggie Segall Author Chapter on U.S. Antitrust Enforcement Trends in Deal‑Making for the International Comparative Legal Guide’s “Mergers & Acquisitions 2023”

Cravath partners Andrew M. Wark and Margaret T. Segall authored a chapter for the International Comparative Legal Guide’s “Mergers & Acquisitions 2023,” which provides cross border insights into mergers and acquisitions and was published by Global Legal Group on March 16, 2023. The chapter, entitled “Key Drivers and Trends: Deal‑Making in an Era of Heightened Antitrust Enforcement,” examines how companies considering M&A transactions in the United States have faced an evolving antitrust landscape, including changed enforcement practices and merger review procedures.

Activities & Publications

December 01, 2022

Jed Zobitz, Paul Zumbro and Andrew Wark Co‑Author U.S. Chapter of Lexology Getting The Deal Through’s “Distressed M&A 2023”

Cravath partners George E. Zobitz, Paul H. Zumbro and Andrew M. Wark co‑authored the United States chapter of Lexology Getting The Deal Through’s “Distressed M&A 2023,” which was published in November 2022. The chapter surveys the current market climate and legal framework for distressed M&A and provides a comprehensive overview of these transactions. The authors address relevant considerations involving transaction structures and sale process, due diligence, valuation and financing, documentation, regulatory and judicial approvals, and dispute resolution.

Activities & Publications

February 25, 2022

SEC Proposes Rule Amendments to Modernize Beneficial Ownership Reporting

On February 24, 2022, Cravath prepared a memo for its clients entitled “SEC Proposes Rule Amendments to Modernize Beneficial Ownership Reporting,” which summarizes the agency’s proposed changes, released on February 10, 2022, to rules governing the filing deadlines and language for Schedules 13D and 13G beneficial ownership reports, the application of Regulation 13D‑G and the circumstances under which two or more persons have formed a “group” subject to beneficial ownership reporting obligations. The memo also provides an analysis of potential effects of the rules if implemented.

Activities & Publications

December 08, 2021

Jed Zobitz, Paul Zumbro and Andrew Wark Co‑Author U.S. Chapter of Lexology Getting The Deal Through’s “Distressed M&A 2022”

Cravath partners George E. Zobitz, Paul H. Zumbro and Andrew M. Wark co-authored the United States chapter of Lexology Getting The Deal Through’s “Distressed M&A 2022,” which was published in November 2021. The chapter discusses the current market climate for distressed M&A and provides a comprehensive overview of these transactions, including transaction structures and sale process; due diligence and mitigation of related risks; valuation and financing; and more.

Activities & Publications

December 01, 2021

SEC Mandates Use of Universal Proxy Cards in Contested Director Elections

On November 30, 2021, Cravath prepared a memo for its clients entitled “SEC Mandates Use of Universal Proxy Cards in Contested Director Elections,” which summarized the Securities and Exchange Commission’s recently adopted amendments to the federal proxy rules. The memo described how the new rules will differ from the current rules, reviewed certain potential impacts and encouraged companies to update their proxy procedures and coordinate with their advisors to comply with additional deadlines and procedural requirements.

Andrew M. Wark focuses his practice on public and private mergers and acquisitions, shareholder activism defense and general corporate matters. Mr. Wark’s clients have included AXA, Barrick Gold, Benchmark Electronics, Convey Health Solutions, Corteva, Cox Enterprises, Crown Castle, Eurazeo, Fortress Transportation & Infrastructure Investors, FS Investments, GuideWell, IBM, Just Eat Takeaway.com, Olin, Peabody Energy, RELX Group, Viatris and ViewRay.

Mr. Wark’s notable M&A transactions include representing:

  • FS Investments in its pending combination with Portfolio Advisors, creating a $73 billion alternative investment firm;
  • Viatris in its $750 million acquisitions of Oyster Point and Famy Life Sciences;
  • Cowen in its $1.9 billion acquisition by TD;
  • Convey Health Solutions in its $1.1 billion take‑private acquisition by TPG Capital;
  • GuideWell in its $900 million combination with Triple-S Management;
  • The special committee of the board of Eidos Therapeutics in the $2.83 billion merger with BridgeBio Pharma;
  • Just Eat Takeaway.com in its $7.3 billion acquisition of Grubhub;
  • Barrick Gold in its proposed $42 billion merger and subsequent joint venture with Newmont Mining and its $18.3 billion merger with Randgold Resources;
  • RELX Group in its acquisition of Emailage;
  • Peabody Energy in its proposed joint venture with Arch Resources;
  • AXA in its $15.3 billion acquisition of XL;
  • Cincinnati Bell in its $650 million combination with Hawaiian Telcom and its $201 million acquisition of OnX Enterprise Solutions;
  • Eurazeo in its majority investment in WorldStrides;
  • Crown Castle in its $7.1 billion acquisition of Lightower and its $1.5 billion acquisition of FiberNet;
  • Alere in its $8 billion sale to Abbott Laboratories;
  • MarkWest Energy Partners in its $21 billion merger with MPLX;
  • IBM in its acquisition of Clearleap; and
  • Olin in its $5 billion Reverse Morris Trust acquisition of the chlorine value chain business of Dow Chemical.

Mr. Wark has also represented numerous companies and boards of directors regarding shareholder activism, including representing Benchmark Electronics in its cooperation agreement with Engaged Capital, Corteva in its agreement with Starboard Value and ViewRay in its cooperation agreement with Hudson Executive Capital.

In 2021, Mr. Wark was named an M&A “Rising Star” by The Deal in The Dealmaker Quarterly. He also co‑authored the United States chapter of “Getting the Deal Through: Distressed M&A.”

Mr. Wark was born in Portland, Oregon. He received a B.S. from Duke University in 2010 and a J.D. from Columbia Law School in 2013, where he was a Harlan Fiske Stone Scholar and a Staff Editor of the Law Review.

Mr. Wark joined Cravath in 2013 and was elected a partner in 2020.

Mr. Wark’s notable M&A transactions include representing:

  • FS Investments in its pending combination with Portfolio Advisors, creating a $73 billion alternative investment firm;
  • Viatris in its $750 million acquisitions of Oyster Point and Famy Life Sciences;
  • Cowen in its $1.9 billion acquisition by TD;
  • Convey Health Solutions in its $1.1 billion take‑private acquisition by TPG Capital;
  • GuideWell in its $900 million combination with Triple-S Management;
  • The special committee of the board of Eidos Therapeutics in the $2.83 billion merger with BridgeBio Pharma;
  • Just Eat Takeaway.com in its $7.3 billion acquisition of Grubhub;
  • Barrick Gold in its proposed $42 billion merger and subsequent joint venture with Newmont Mining and its $18.3 billion merger with Randgold Resources;
  • RELX Group in its acquisition of Emailage;
  • Peabody Energy in its proposed joint venture with Arch Resources;
  • AXA in its $15.3 billion acquisition of XL;
  • Cincinnati Bell in its $650 million combination with Hawaiian Telcom and its $201 million acquisition of OnX Enterprise Solutions;
  • Eurazeo in its majority investment in WorldStrides;
  • Crown Castle in its $7.1 billion acquisition of Lightower and its $1.5 billion acquisition of FiberNet;
  • Alere in its $8 billion sale to Abbott Laboratories;
  • MarkWest Energy Partners in its $21 billion merger with MPLX;
  • IBM in its acquisition of Clearleap; and
  • Olin in its $5 billion Reverse Morris Trust acquisition of the chlorine value chain business of Dow Chemical.

Mr. Wark has also represented numerous companies and boards of directors regarding shareholder activism, including representing Benchmark Electronics in its cooperation agreement with Engaged Capital, Corteva in its agreement with Starboard Value and ViewRay in its cooperation agreement with Hudson Executive Capital.

In 2021, Mr. Wark was named an M&A “Rising Star” by The Deal in The Dealmaker Quarterly. He also co‑authored the United States chapter of “Getting the Deal Through: Distressed M&A.”

Mr. Wark was born in Portland, Oregon. He received a B.S. from Duke University in 2010 and a J.D. from Columbia Law School in 2013, where he was a Harlan Fiske Stone Scholar and a Staff Editor of the Law Review.

Mr. Wark joined Cravath in 2013 and was elected a partner in 2020.

Education

  • J.D., 2013, Columbia Law School
    Harlan Fiske Stone Scholar
  • B.S., 2010, Duke University

Admitted In

  • New York

Rankings

The Dealmaker Quarterly

  • Rising Star (2021)

Deals & Cases

May 15, 2023

Newcrest’s A$28.8 Billion Acquisition by Newmont

On May 15, 2023, Newcrest Mining Limited (“Newcrest”) announced it has entered into a binding scheme implementation deed with Newmont Corporation (“Newmont”), in relation to a proposal for Newmont to acquire 100% of the issued shares in Newcrest by way of a scheme of arrangement. Under the terms of the agreement, Newcrest shareholders will be entitled to receive 0.400 Newmont shares for each Newcrest share held (“Scheme Consideration”). In addition, Newcrest will be permitted to pay a franked special dividend of up to $1.10 per share on or around the implementation of the scheme of arrangement. The Scheme Consideration which would be received by Newcrest shareholders under the proposed transaction, when aggregated with the franked special dividend, represents an implied equity value of A$26.2 billion and enterprise value for Newcrest of A$28.8 billion. Cravath is representing Newcrest as U.S. counsel in connection with the transaction.

Deals & Cases

February 02, 2023

FS Investments’ Combination with Portfolio Advisors, Creating $73 Billion Alternative Investment Firm

On February 2, 2023, FS Investments, a pioneer in the democratization of alternative investments with more than $35 billion in assets under management, and Portfolio Advisors, a global middle‑market private asset specialist with more than $38 billion in assets under management, announced they have entered into a definitive agreement to combine their firms. The combined company will be poised for growth with over $73 billion in assets under management, including a significant permanent capital base, and a robust distribution platform. Cravath is representing FS Investments in connection with the transaction.

Deals & Cases

January 30, 2023

ViewRay’s Cooperation Agreement with Hudson Executive Capital

On January 20, 2023, ViewRay, Inc. (“ViewRay”), which designs, manufactures and markets the MRIdian® MRI‑Guided Radiation Therapy System, announced that it has reached an agreement with Hudson Executive Capital LP (“HEC”), a New York City‑based value‑oriented investor, to appoint a senior investment analyst and representative of HEC as an observer of the ViewRay Board of Directors (the “Board”), effective as of January 20, 2023. ViewRay has also agreed that the Board will appoint that observer to fill any vacancy on the Board arising during the term of the agreement. In connection with this announcement, ViewRay has also entered into a cooperation agreement with HEC, which currently owns approximately 8.7% of the Company’s outstanding common stock. Pursuant to its agreement with ViewRay, HEC has agreed to customary standstill and voting commitments, among other provisions. Cravath is representing ViewRay in connection with the agreement.

Deals & Cases

November 07, 2022

Viatris’ Acquisitions of Oyster Point and Famy Life Sciences

On November 7, 2022, Viatris Inc. (“Viatris”), a global healthcare company, announced it intends to create an ophthalmology franchise by acquiring Oyster Point Pharma (“Oyster Point”) and Famy Life Sciences.

Deals & Cases

August 02, 2022

Cowen’s $1.9 Billion Acquisition by TD Bank Group

On August 2, 2022, Cowen Inc. (“Cowen”) and TD Bank Group (“TD”) announced a definitive agreement for TD to acquire Cowen in an all-cash transaction with an enterprise value of $1.9 billion. Cravath is representing Cowen in connection with the transaction.

Activities & Publications

March 17, 2023

Andrew Wark and Maggie Segall Author Chapter on U.S. Antitrust Enforcement Trends in Deal‑Making for the International Comparative Legal Guide’s “Mergers & Acquisitions 2023”

Cravath partners Andrew M. Wark and Margaret T. Segall authored a chapter for the International Comparative Legal Guide’s “Mergers & Acquisitions 2023,” which provides cross border insights into mergers and acquisitions and was published by Global Legal Group on March 16, 2023. The chapter, entitled “Key Drivers and Trends: Deal‑Making in an Era of Heightened Antitrust Enforcement,” examines how companies considering M&A transactions in the United States have faced an evolving antitrust landscape, including changed enforcement practices and merger review procedures.

Activities & Publications

December 01, 2022

Jed Zobitz, Paul Zumbro and Andrew Wark Co‑Author U.S. Chapter of Lexology Getting The Deal Through’s “Distressed M&A 2023”

Cravath partners George E. Zobitz, Paul H. Zumbro and Andrew M. Wark co‑authored the United States chapter of Lexology Getting The Deal Through’s “Distressed M&A 2023,” which was published in November 2022. The chapter surveys the current market climate and legal framework for distressed M&A and provides a comprehensive overview of these transactions. The authors address relevant considerations involving transaction structures and sale process, due diligence, valuation and financing, documentation, regulatory and judicial approvals, and dispute resolution.

Activities & Publications

February 25, 2022

SEC Proposes Rule Amendments to Modernize Beneficial Ownership Reporting

On February 24, 2022, Cravath prepared a memo for its clients entitled “SEC Proposes Rule Amendments to Modernize Beneficial Ownership Reporting,” which summarizes the agency’s proposed changes, released on February 10, 2022, to rules governing the filing deadlines and language for Schedules 13D and 13G beneficial ownership reports, the application of Regulation 13D‑G and the circumstances under which two or more persons have formed a “group” subject to beneficial ownership reporting obligations. The memo also provides an analysis of potential effects of the rules if implemented.

Activities & Publications

December 08, 2021

Jed Zobitz, Paul Zumbro and Andrew Wark Co‑Author U.S. Chapter of Lexology Getting The Deal Through’s “Distressed M&A 2022”

Cravath partners George E. Zobitz, Paul H. Zumbro and Andrew M. Wark co-authored the United States chapter of Lexology Getting The Deal Through’s “Distressed M&A 2022,” which was published in November 2021. The chapter discusses the current market climate for distressed M&A and provides a comprehensive overview of these transactions, including transaction structures and sale process; due diligence and mitigation of related risks; valuation and financing; and more.

Activities & Publications

December 01, 2021

SEC Mandates Use of Universal Proxy Cards in Contested Director Elections

On November 30, 2021, Cravath prepared a memo for its clients entitled “SEC Mandates Use of Universal Proxy Cards in Contested Director Elections,” which summarized the Securities and Exchange Commission’s recently adopted amendments to the federal proxy rules. The memo described how the new rules will differ from the current rules, reviewed certain potential impacts and encouraged companies to update their proxy procedures and coordinate with their advisors to comply with additional deadlines and procedural requirements.

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