Four Decades for Justice
Kimberley S. Drexler is a member of the Corporate Governance and Board Advisory Practice. Ms. Drexler has also spent significant time serving on the staff of the U.S. Securities and Exchange Commission in various capacities. Her current practice primarily involves counseling companies with regard to their ongoing SEC disclosure, financial reporting and compliance obligations, including preparing for and responding to cybersecurity incidents, as well as advising on a wide variety of matters critical to her clients relating to corporate governance, internal controls and auditor independence. She also provides advice with regard to the SEC’s disclosure requirements and the implications of the securities laws for complex corporate transactions.
Ms. Drexler returned to Cravath in 2007 as a senior attorney after serving as the Senior Advisor to the Director of the Division of Corporation Finance at the SEC from 2006 to 2007. During this period, she worked on a wide range of matters within the Division, spending considerable time on the SEC’s executive compensation disclosure rules and on the Commission’s efforts to improve the implementation of Section 404 of the Sarbanes‑Oxley Act of 2002, for which she received the Commission’s Law & Policy Award in 2007. She also worked on various other financial reporting issues and on international matters, including the Commission’s consideration of International Financial Reporting Standards (IFRS), as well as assisting with the Division’s efforts to update its interpretive guidance and to improve the transparency of the resources the Division provides to the public.
Ms. Drexler had previously served at the SEC in the Office of the General Counsel from 2000 to 2003, where she was a Senior Counsel and worked on a wide variety of Commission projects concerning financial reporting, including non‑GAAP financial measures, the increasing role of technology in the securities markets, and various other issues related to public company disclosures and capital raising. She served on the General Counsel’s team that advised on rulemakings under the Sarbanes‑Oxley Act, and she was awarded the Chairman’s Award for Excellence in conjunction with her work on the Commission’s auditor independence initiatives.
Ms. Drexler is actively involved with the national securities bar. From 2012 to 2015, she served as a Vice Chair of the Federal Regulation of Securities Committee of the Business Law Section of the American Bar Association. In August of 2017, Ms. Drexler was appointed by the President of the ABA to a three‑year term as a member of the National Conference of Lawyers and CPAs. She also served as the chair of the Public Company Reporting and Compliance Subcommittee (within the ABA’s Fed Reg Committee) from 2017 through 2021. Ms. Drexler is a Fellow of the American Bar Foundation.
Ms. Drexler has been recognized as a leading lawyer in securities regulation by Chambers USA.
Ms. Drexler received a B.A. with highest distinction from the University of Virginia in 1993, where she was an Echols Scholar and was elected to Phi Beta Kappa, and a J.D. from Yale Law School in 1997, where she was a Coker Fellow and Managing Editor of the Yale Law & Policy Review.
Ms. Drexler joined Cravath in 1998, leaving for the SEC in 2000. She also worked at Cravath from 2004 to 2006. Ms. Drexler was elected a partner in 2022.
Ms. Drexler returned to Cravath in 2007 as a senior attorney after serving as the Senior Advisor to the Director of the Division of Corporation Finance at the SEC from 2006 to 2007. During this period, she worked on a wide range of matters within the Division, spending considerable time on the SEC’s executive compensation disclosure rules and on the Commission’s efforts to improve the implementation of Section 404 of the Sarbanes‑Oxley Act of 2002, for which she received the Commission’s Law & Policy Award in 2007. She also worked on various other financial reporting issues and on international matters, including the Commission’s consideration of International Financial Reporting Standards (IFRS), as well as assisting with the Division’s efforts to update its interpretive guidance and to improve the transparency of the resources the Division provides to the public.
Ms. Drexler had previously served at the SEC in the Office of the General Counsel from 2000 to 2003, where she was a Senior Counsel and worked on a wide variety of Commission projects concerning financial reporting, including non‑GAAP financial measures, the increasing role of technology in the securities markets, and various other issues related to public company disclosures and capital raising. She served on the General Counsel’s team that advised on rulemakings under the Sarbanes‑Oxley Act, and she was awarded the Chairman’s Award for Excellence in conjunction with her work on the Commission’s auditor independence initiatives.
Ms. Drexler is actively involved with the national securities bar. From 2012 to 2015, she served as a Vice Chair of the Federal Regulation of Securities Committee of the Business Law Section of the American Bar Association. In August of 2017, Ms. Drexler was appointed by the President of the ABA to a three‑year term as a member of the National Conference of Lawyers and CPAs. She also served as the chair of the Public Company Reporting and Compliance Subcommittee (within the ABA’s Fed Reg Committee) from 2017 through 2021. Ms. Drexler is a Fellow of the American Bar Foundation.
Ms. Drexler has been recognized as a leading lawyer in securities regulation by Chambers USA.
Ms. Drexler received a B.A. with highest distinction from the University of Virginia in 1993, where she was an Echols Scholar and was elected to Phi Beta Kappa, and a J.D. from Yale Law School in 1997, where she was a Coker Fellow and Managing Editor of the Yale Law & Policy Review.
Ms. Drexler joined Cravath in 1998, leaving for the SEC in 2000. She also worked at Cravath from 2004 to 2006. Ms. Drexler was elected a partner in 2022.
Education
-
J.D., 1997, Yale Law SchoolCoker Fellow
-
B.A., 1993, University of VirginiaHighest Distinction, Echols Scholar, Phi Beta Kappa
Clerkships
- Hon. Victoria Lederberg, Rhode Island Supreme Court
Admitted In
- New York
Professional Affiliations
American Bar Association
- Federal Regulation of Securities Committee
- Corporate Governance Committee
- Law and Accounting Committee
American Bar Foundation
- Fellow
Rankings
Chambers USA
- Securities Regulation: Advisory - Nationwide (2023)
Law & Policy Award, U.S. Securities and Exchange Commission, 2007
Chairman’s Award for Excellence, U.S. Securities and Exchange Commission, 2000
Deals & Cases
August 08, 2023
ADT’s $1.6 Billion Sale of its Commercial Business to GTCR
On August 8, 2023, ADT Inc. (“ADT”), a trusted brand in smart home and small business security, announced that it has entered into a definitive agreement to sell its commercial security, fire and life safety business unit to GTCR, a leading private equity firm, for a purchase price of $1.6 billion, subject to customary purchase price adjustments. Cravath is representing ADT in connection with the transaction.
Deals & Cases
August 04, 2023
Hasbro’s Sale of its eOne Film and TV Business to Lionsgate
On August 3, 2023, Hasbro, Inc., a leading toy and game company, announced that it has reached a definitive agreement to sell its eOne film and TV business to Lionsgate for approximately $500 million, consisting of $375 million in cash, subject to certain purchase price adjustments, and the assumption by Lionsgate of production financing loans. Cravath is representing Hasbro in connection with the transaction.
Deals & Cases
May 25, 2023
Illumina’s Proxy Contest Against Carl Icahn
On May 25, 2023, Illumina, a global leader in DNA sequencing and array‑based technologies, announced that Illumina shareholders have voted to elect eight of nine Illumina director nominees to the Board of Directors. Cravath represented Illumina in connection with these matters.
Deals & Cases
May 15, 2023
AngloGold Ashanti’s Corporate Restructuring and Change to Domicile and Primary Listing Location
On May 12, 2023, AngloGold Ashanti, an independent, global gold mining company, announced that it has undertaken a comprehensive review of its domicile and listing structure and concluded that the most appropriate structure for AngloGold Ashanti Group is a UK corporate domicile with a U.S. primary listing on the New York Stock Exchange (“NYSE”) and secondary listings on the Johannesburg Stock Exchange (“JSE”) and A2X Markets (“A2X”) in South Africa and on the Ghana Stock Exchange (“GhSE”) in Ghana. Cravath is representing AngloGold Ashanti as U.S. counsel in connection with this matter.
Deals & Cases
April 27, 2023
Jefferies and SMBC’s Expansion of Strategic Alliance
On April 27, 2023, Jefferies Financial Group, Inc. (“Jefferies”) and Sumitomo Mitsui Banking Corporation (“SMBC”) announced that they have expanded their strategic alliance to collaborate on future corporate and investment banking business opportunities, as well as in equity sales, trading, and research. The expanded alliance also includes joint coverage of designated investment grade clients that have banking relationships with SMBC and will now have dedicated Jefferies investment banking coverage. SMBC will be responsible for credit products and debt capital markets, while Jefferies will be responsible for M&A and equity capital markets. Additionally, SMBC intends to increase its economic ownership of Jefferies to up to 15% on an as converted and fully diluted basis and upon the investment reaching or passing 10%, SMBC will be entitled to designate a new member to Jefferies’ Board of Directors. Cravath is representing Jefferies in connection with the transaction.
Activities & Publications
October 24, 2023
SEC Adopts Rule Amendments To Modernize Beneficial Ownership Reporting
On October 20, 2023, Cravath prepared a memo for its clients entitled “SEC Adopts Rule Amendments To Modernize Beneficial Ownership Reporting.” The memo examines the U.S. Securities and Exchange Commission’s recently adopted final rule amendments to modernize beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. The memo outlines the final rule amendments’ changes and guidance related to deadlines and cut‑off times for Schedule 13D and Schedule 13G filings, structured data language, the application of Regulation 13D-G to certain derivative securities and the definition of “group” in existing statutory language.
Activities & Publications
August 02, 2023
SEC Adopts Cybersecurity Disclosure Rules for Public Companies
On August 1, 2023, Cravath prepared a memo for its clients entitled “SEC Adopts Cybersecurity Disclosure Rules for Public Companies.” The memo examines the U.S. Securities and Exchange Commission’s recently adopted final rules regarding disclosure by public companies, including foreign private issuers, of cybersecurity risk management, strategy, governance and related incidents. The final rules will significantly expand public companies’ reporting obligations with respect to cybersecurity matters. The memo outlines the new reporting requirements, timeline for compliance and next steps for companies to consider as they evaluate their existing cybersecurity policies and procedures.
Activities & Publications
July 28, 2023
Columbia Law School’s Blue Sky Blog Publishes Article by Elad Roisman, Michael Arnold, Kimberley Drexler and Lisa Kohl on PCAOB’s Proposed Amendments to Auditing Standards
On July 26, 2023, Columbia Law School’s Blue Sky Blog published an article written by Cravath partners Elad L. Roisman, Michael L. Arnold and Kimberley S. Drexler and of counsel Lisa M. Kohl entitled “Cravath Discusses PCAOB’s Proposed Amendments to Auditing Standards.” It examines amendments recently proposed by the U.S. Public Company Accounting Oversight Board (“PCAOB”) to its auditing standards that would increase auditor obligations in identifying, evaluating and communicating with respect to noncompliance with laws and regulations, or “NOCLAR.” The article describes the background of the proposal, the impact that the proposed amendments could have on public company audits if adopted and how companies can prepare themselves now for these developments. The article was originally prepared by Cravath as a memo for clients in July 2023.
Activities & Publications
July 20, 2023
PCAOB Proposes Significant Amendments to Auditing Standards To Strengthen Auditor Requirements Related to Noncompliance with Laws and Regulations
On July 20, 2023, Cravath published a memo for its clients entitled “PCAOB Proposes Significant Amendments to Auditing Standards To Strengthen Auditor Requirements Related to Noncompliance with Laws and Regulations.” Cravath’s memo examines amendments recently proposed by the U.S. Public Company Accounting Oversight Board (“PCAOB”) to its auditing standards that would increase auditor obligations in identifying, evaluating and communicating with respect to noncompliance with laws and regulations or “NOCLAR.” The memo describes the background of the proposal, the impact that the proposed amendments could have on public company audits if adopted and how companies can prepare themselves now for these developments.
Activities & Publications
June 15, 2023
NYSE and Nasdaq Clawback Listing Standards Effective as of October 2, 2023
On June 15, 2023, Cravath prepared a memo for its clients entitled “NYSE and Nasdaq Clawback Listing Standards Effective as of October 2, 2023.” The memo examines amendments proposed by the New York Stock Exchange and the Nasdaq Stock Market to their listing standards in order to implement the clawback requirements of the Dodd‑Frank Act, which were recently approved by the U.S. Securities and Exchange Commission. The memo outlines timeline considerations and recommended next steps for companies following the amendments’ approval.
Kimberley S. Drexler is a member of the Corporate Governance and Board Advisory Practice. Ms. Drexler has also spent significant time serving on the staff of the U.S. Securities and Exchange Commission in various capacities. Her current practice primarily involves counseling companies with regard to their ongoing SEC disclosure, financial reporting and compliance obligations, including preparing for and responding to cybersecurity incidents, as well as advising on a wide variety of matters critical to her clients relating to corporate governance, internal controls and auditor independence. She also provides advice with regard to the SEC’s disclosure requirements and the implications of the securities laws for complex corporate transactions.
Ms. Drexler returned to Cravath in 2007 as a senior attorney after serving as the Senior Advisor to the Director of the Division of Corporation Finance at the SEC from 2006 to 2007. During this period, she worked on a wide range of matters within the Division, spending considerable time on the SEC’s executive compensation disclosure rules and on the Commission’s efforts to improve the implementation of Section 404 of the Sarbanes‑Oxley Act of 2002, for which she received the Commission’s Law & Policy Award in 2007. She also worked on various other financial reporting issues and on international matters, including the Commission’s consideration of International Financial Reporting Standards (IFRS), as well as assisting with the Division’s efforts to update its interpretive guidance and to improve the transparency of the resources the Division provides to the public.
Ms. Drexler had previously served at the SEC in the Office of the General Counsel from 2000 to 2003, where she was a Senior Counsel and worked on a wide variety of Commission projects concerning financial reporting, including non‑GAAP financial measures, the increasing role of technology in the securities markets, and various other issues related to public company disclosures and capital raising. She served on the General Counsel’s team that advised on rulemakings under the Sarbanes‑Oxley Act, and she was awarded the Chairman’s Award for Excellence in conjunction with her work on the Commission’s auditor independence initiatives.
Ms. Drexler is actively involved with the national securities bar. From 2012 to 2015, she served as a Vice Chair of the Federal Regulation of Securities Committee of the Business Law Section of the American Bar Association. In August of 2017, Ms. Drexler was appointed by the President of the ABA to a three‑year term as a member of the National Conference of Lawyers and CPAs. She also served as the chair of the Public Company Reporting and Compliance Subcommittee (within the ABA’s Fed Reg Committee) from 2017 through 2021. Ms. Drexler is a Fellow of the American Bar Foundation.
Ms. Drexler has been recognized as a leading lawyer in securities regulation by Chambers USA.
Ms. Drexler received a B.A. with highest distinction from the University of Virginia in 1993, where she was an Echols Scholar and was elected to Phi Beta Kappa, and a J.D. from Yale Law School in 1997, where she was a Coker Fellow and Managing Editor of the Yale Law & Policy Review.
Ms. Drexler joined Cravath in 1998, leaving for the SEC in 2000. She also worked at Cravath from 2004 to 2006. Ms. Drexler was elected a partner in 2022.
Ms. Drexler returned to Cravath in 2007 as a senior attorney after serving as the Senior Advisor to the Director of the Division of Corporation Finance at the SEC from 2006 to 2007. During this period, she worked on a wide range of matters within the Division, spending considerable time on the SEC’s executive compensation disclosure rules and on the Commission’s efforts to improve the implementation of Section 404 of the Sarbanes‑Oxley Act of 2002, for which she received the Commission’s Law & Policy Award in 2007. She also worked on various other financial reporting issues and on international matters, including the Commission’s consideration of International Financial Reporting Standards (IFRS), as well as assisting with the Division’s efforts to update its interpretive guidance and to improve the transparency of the resources the Division provides to the public.
Ms. Drexler had previously served at the SEC in the Office of the General Counsel from 2000 to 2003, where she was a Senior Counsel and worked on a wide variety of Commission projects concerning financial reporting, including non‑GAAP financial measures, the increasing role of technology in the securities markets, and various other issues related to public company disclosures and capital raising. She served on the General Counsel’s team that advised on rulemakings under the Sarbanes‑Oxley Act, and she was awarded the Chairman’s Award for Excellence in conjunction with her work on the Commission’s auditor independence initiatives.
Ms. Drexler is actively involved with the national securities bar. From 2012 to 2015, she served as a Vice Chair of the Federal Regulation of Securities Committee of the Business Law Section of the American Bar Association. In August of 2017, Ms. Drexler was appointed by the President of the ABA to a three‑year term as a member of the National Conference of Lawyers and CPAs. She also served as the chair of the Public Company Reporting and Compliance Subcommittee (within the ABA’s Fed Reg Committee) from 2017 through 2021. Ms. Drexler is a Fellow of the American Bar Foundation.
Ms. Drexler has been recognized as a leading lawyer in securities regulation by Chambers USA.
Ms. Drexler received a B.A. with highest distinction from the University of Virginia in 1993, where she was an Echols Scholar and was elected to Phi Beta Kappa, and a J.D. from Yale Law School in 1997, where she was a Coker Fellow and Managing Editor of the Yale Law & Policy Review.
Ms. Drexler joined Cravath in 1998, leaving for the SEC in 2000. She also worked at Cravath from 2004 to 2006. Ms. Drexler was elected a partner in 2022.
Education
-
J.D., 1997, Yale Law SchoolCoker Fellow
-
B.A., 1993, University of VirginiaHighest Distinction, Echols Scholar, Phi Beta Kappa
Clerkships
- Hon. Victoria Lederberg, Rhode Island Supreme Court
Admitted In
- New York
Professional Affiliations
American Bar Association
- Federal Regulation of Securities Committee
- Corporate Governance Committee
- Law and Accounting Committee
American Bar Foundation
- Fellow
Rankings
Chambers USA
- Securities Regulation: Advisory - Nationwide (2023)
Law & Policy Award, U.S. Securities and Exchange Commission, 2007
Chairman’s Award for Excellence, U.S. Securities and Exchange Commission, 2000
Deals & Cases
August 08, 2023
ADT’s $1.6 Billion Sale of its Commercial Business to GTCR
On August 8, 2023, ADT Inc. (“ADT”), a trusted brand in smart home and small business security, announced that it has entered into a definitive agreement to sell its commercial security, fire and life safety business unit to GTCR, a leading private equity firm, for a purchase price of $1.6 billion, subject to customary purchase price adjustments. Cravath is representing ADT in connection with the transaction.
Deals & Cases
August 04, 2023
Hasbro’s Sale of its eOne Film and TV Business to Lionsgate
On August 3, 2023, Hasbro, Inc., a leading toy and game company, announced that it has reached a definitive agreement to sell its eOne film and TV business to Lionsgate for approximately $500 million, consisting of $375 million in cash, subject to certain purchase price adjustments, and the assumption by Lionsgate of production financing loans. Cravath is representing Hasbro in connection with the transaction.
Deals & Cases
May 25, 2023
Illumina’s Proxy Contest Against Carl Icahn
On May 25, 2023, Illumina, a global leader in DNA sequencing and array‑based technologies, announced that Illumina shareholders have voted to elect eight of nine Illumina director nominees to the Board of Directors. Cravath represented Illumina in connection with these matters.
Deals & Cases
May 15, 2023
AngloGold Ashanti’s Corporate Restructuring and Change to Domicile and Primary Listing Location
On May 12, 2023, AngloGold Ashanti, an independent, global gold mining company, announced that it has undertaken a comprehensive review of its domicile and listing structure and concluded that the most appropriate structure for AngloGold Ashanti Group is a UK corporate domicile with a U.S. primary listing on the New York Stock Exchange (“NYSE”) and secondary listings on the Johannesburg Stock Exchange (“JSE”) and A2X Markets (“A2X”) in South Africa and on the Ghana Stock Exchange (“GhSE”) in Ghana. Cravath is representing AngloGold Ashanti as U.S. counsel in connection with this matter.
Deals & Cases
April 27, 2023
Jefferies and SMBC’s Expansion of Strategic Alliance
On April 27, 2023, Jefferies Financial Group, Inc. (“Jefferies”) and Sumitomo Mitsui Banking Corporation (“SMBC”) announced that they have expanded their strategic alliance to collaborate on future corporate and investment banking business opportunities, as well as in equity sales, trading, and research. The expanded alliance also includes joint coverage of designated investment grade clients that have banking relationships with SMBC and will now have dedicated Jefferies investment banking coverage. SMBC will be responsible for credit products and debt capital markets, while Jefferies will be responsible for M&A and equity capital markets. Additionally, SMBC intends to increase its economic ownership of Jefferies to up to 15% on an as converted and fully diluted basis and upon the investment reaching or passing 10%, SMBC will be entitled to designate a new member to Jefferies’ Board of Directors. Cravath is representing Jefferies in connection with the transaction.
Activities & Publications
October 24, 2023
SEC Adopts Rule Amendments To Modernize Beneficial Ownership Reporting
On October 20, 2023, Cravath prepared a memo for its clients entitled “SEC Adopts Rule Amendments To Modernize Beneficial Ownership Reporting.” The memo examines the U.S. Securities and Exchange Commission’s recently adopted final rule amendments to modernize beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. The memo outlines the final rule amendments’ changes and guidance related to deadlines and cut‑off times for Schedule 13D and Schedule 13G filings, structured data language, the application of Regulation 13D-G to certain derivative securities and the definition of “group” in existing statutory language.
Activities & Publications
August 02, 2023
SEC Adopts Cybersecurity Disclosure Rules for Public Companies
On August 1, 2023, Cravath prepared a memo for its clients entitled “SEC Adopts Cybersecurity Disclosure Rules for Public Companies.” The memo examines the U.S. Securities and Exchange Commission’s recently adopted final rules regarding disclosure by public companies, including foreign private issuers, of cybersecurity risk management, strategy, governance and related incidents. The final rules will significantly expand public companies’ reporting obligations with respect to cybersecurity matters. The memo outlines the new reporting requirements, timeline for compliance and next steps for companies to consider as they evaluate their existing cybersecurity policies and procedures.
Activities & Publications
July 28, 2023
Columbia Law School’s Blue Sky Blog Publishes Article by Elad Roisman, Michael Arnold, Kimberley Drexler and Lisa Kohl on PCAOB’s Proposed Amendments to Auditing Standards
On July 26, 2023, Columbia Law School’s Blue Sky Blog published an article written by Cravath partners Elad L. Roisman, Michael L. Arnold and Kimberley S. Drexler and of counsel Lisa M. Kohl entitled “Cravath Discusses PCAOB’s Proposed Amendments to Auditing Standards.” It examines amendments recently proposed by the U.S. Public Company Accounting Oversight Board (“PCAOB”) to its auditing standards that would increase auditor obligations in identifying, evaluating and communicating with respect to noncompliance with laws and regulations, or “NOCLAR.” The article describes the background of the proposal, the impact that the proposed amendments could have on public company audits if adopted and how companies can prepare themselves now for these developments. The article was originally prepared by Cravath as a memo for clients in July 2023.
Activities & Publications
July 20, 2023
PCAOB Proposes Significant Amendments to Auditing Standards To Strengthen Auditor Requirements Related to Noncompliance with Laws and Regulations
On July 20, 2023, Cravath published a memo for its clients entitled “PCAOB Proposes Significant Amendments to Auditing Standards To Strengthen Auditor Requirements Related to Noncompliance with Laws and Regulations.” Cravath’s memo examines amendments recently proposed by the U.S. Public Company Accounting Oversight Board (“PCAOB”) to its auditing standards that would increase auditor obligations in identifying, evaluating and communicating with respect to noncompliance with laws and regulations or “NOCLAR.” The memo describes the background of the proposal, the impact that the proposed amendments could have on public company audits if adopted and how companies can prepare themselves now for these developments.
Activities & Publications
June 15, 2023
NYSE and Nasdaq Clawback Listing Standards Effective as of October 2, 2023
On June 15, 2023, Cravath prepared a memo for its clients entitled “NYSE and Nasdaq Clawback Listing Standards Effective as of October 2, 2023.” The memo examines amendments proposed by the New York Stock Exchange and the Nasdaq Stock Market to their listing standards in order to implement the clawback requirements of the Dodd‑Frank Act, which were recently approved by the U.S. Securities and Exchange Commission. The memo outlines timeline considerations and recommended next steps for companies following the amendments’ approval.
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