Four Decades for Justice
Megan Y. Lew is a member of the Investigations and Regulatory Enforcement practice and advises on internal and government investigations, civil litigation and regulatory compliance, with a particular focus on matters involving trade sanctions and export controls, the Foreign Corrupt Practices Act (FCPA), fraud, money laundering and anti‑money laundering controls.
Ms. Lew has represented a wide range of U.S. and multinational clients in industries including consumer products, aircraft leasing, biotech, pharmaceuticals, semiconductors, telecommunications, shipping, financial services and cloud computing. She has represented clients in both civil and criminal matters before the U.S. Department of Justice (DOJ), the Securities and Exchange Commission (SEC), the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) and the U.S. Department of Commerce’s Bureau of Industry and Security (BIS). She has successfully obtained trade sanctions and export controls licenses and authorizations for numerous clients, many of which involved matters of first impression before OFAC and BIS.
Ms. Lew’s representations also include advising companies on trade sanctions and export controls matters in the context of M&A, securities offerings and lending. She routinely is sought out by clients to interpret new and complex trade sanctions and export controls rules, to assess their application to the clients’ existing or anticipated business operations and to formulate risk mitigation strategies.
Ms. Lew also has assisted clients with creating or enhancing their compliance programs in the areas of anti‑bribery and corruption, trade sanctions and export controls, insider trading and whistleblowing. She has extensive expertise in drafting compliance policies, developing training materials, advising on internal controls and benchmarking compliance programs against industry best practices and guidance from U.S. government agencies.
In addition, Ms. Lew has served on the attorney team supporting partner John D. Buretta in his role as compliance monitor for TK Holdings, Inc. (“Takata”) in connection with the recall of certain of Takata’s airbag inflators.
Ms. Lew writes regularly on investigations and trade sanctions compliance. Most recently, she co‑authored the “U.S. Sanctions” chapter in Global Investigation Review’s “The Guide to Sanctions” (4th ed. 2023) and the “Co‑operating with the Authorities: U.S. Perspective” chapter in Global Investigation Review’s “The Practitioner’s Guide to Global Investigations” (7th ed. 2023).
Ms. Lew was born in Brooklyn, New York. She received a B.S. magna cum laude from Cornell University in 2004 and a J.D. cum laude from New York University School of Law in 2010, where she was a Notes Editor of the Law Review. Following her graduation, Ms. Lew served as a law clerk to the Hon. Frank Maas of the U.S. District Court for the Southern District of New York. She joined Cravath in 2011 and was elected of counsel in June 2022.
Ms. Lew has represented a wide range of U.S. and multinational clients in industries including consumer products, aircraft leasing, biotech, pharmaceuticals, semiconductors, telecommunications, shipping, financial services and cloud computing. She has represented clients in both civil and criminal matters before the U.S. Department of Justice (DOJ), the Securities and Exchange Commission (SEC), the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) and the U.S. Department of Commerce’s Bureau of Industry and Security (BIS). She has successfully obtained trade sanctions and export controls licenses and authorizations for numerous clients, many of which involved matters of first impression before OFAC and BIS.
Ms. Lew’s representations also include advising companies on trade sanctions and export controls matters in the context of M&A, securities offerings and lending. She routinely is sought out by clients to interpret new and complex trade sanctions and export controls rules, to assess their application to the clients’ existing or anticipated business operations and to formulate risk mitigation strategies.
Ms. Lew also has assisted clients with creating or enhancing their compliance programs in the areas of anti‑bribery and corruption, trade sanctions and export controls, insider trading and whistleblowing. She has extensive expertise in drafting compliance policies, developing training materials, advising on internal controls and benchmarking compliance programs against industry best practices and guidance from U.S. government agencies.
In addition, Ms. Lew has served on the attorney team supporting partner John D. Buretta in his role as compliance monitor for TK Holdings, Inc. (“Takata”) in connection with the recall of certain of Takata’s airbag inflators.
Ms. Lew writes regularly on investigations and trade sanctions compliance. Most recently, she co‑authored the “U.S. Sanctions” chapter in Global Investigation Review’s “The Guide to Sanctions” (4th ed. 2023) and the “Co‑operating with the Authorities: U.S. Perspective” chapter in Global Investigation Review’s “The Practitioner’s Guide to Global Investigations” (7th ed. 2023).
Ms. Lew was born in Brooklyn, New York. She received a B.S. magna cum laude from Cornell University in 2004 and a J.D. cum laude from New York University School of Law in 2010, where she was a Notes Editor of the Law Review. Following her graduation, Ms. Lew served as a law clerk to the Hon. Frank Maas of the U.S. District Court for the Southern District of New York. She joined Cravath in 2011 and was elected of counsel in June 2022.
Deals & Cases
February 14, 2024
Cravath represented the underwriters in connection with the $1.5 billion offering of depositary shares representing preferred stock of State Street Corporation, a provider of a broad range of financial products and services to institutional investors worldwide. The transaction closed on January 31, 2024.
Deals & Cases
January 11, 2024
AerCap Holdings N.V, the world’s largest commercial aircraft leasing company, which Cravath is representing in connection with U.S. sanctions and export controls matters, has secured over $1.2 billion in related insurance recoveries involving Russian airlines’ refusal to return over 100 aircraft leased from AerCap following Russia’s invasion of Ukraine in February 2022. In September 2023, in the first announced insurance settlement of its kind, Cravath represented AerCap in obtaining authorizations from the U.S. Office of Foreign Assets Control (“OFAC”) and the U.S. Department of Commerce’s U.S. Bureau of Industry and Security (“BIS”) for an agreement to enable payment of approximately $645 million to AerCap to resolve claims against certain Russian insurers and airlines as to a substantial number of AerCap aircraft. Cravath also represented AerCap before BIS and OFAC in connection with AerCap’s subsequent, $572 million insurance settlements with Russian insurers and airlines announced in December 2023.
Deals & Cases
December 20, 2023
On December 20, 2023, Aon plc (“Aon”), a leading global professional services firm, announced the signing of a definitive agreement to acquire NFP, a leading middle‑market property and casualty broker, benefits consultant, wealth manager and retirement plan advisor, from funds affiliated with NFP’s main capital sponsor, Madison Dearborn Partners, and funds affiliated with HPS Investment Partners. Under the terms of the transaction, Aon will acquire NFP for a total consideration estimated to be $13.4 billion at the time of close, which will be funded by $7 billion of cash and $6.4 billion of Aon stock. Cravath is representing Aon in connection with the transaction.
Deals & Cases
December 12, 2023
On December 11, 2023, Star Bulk Carriers Corp. (“Star Bulk”), a global shipping company focusing on the transportation of dry bulk cargoes, and Eagle Bulk Shipping Inc. (“Eagle”), one of the world’s largest owner-operators within the midsize dry bulk vessel segment, announced that the companies have entered into a definitive agreement to combine in an all-stock merger on a Net Asset Value to Net Asset Value (“NAV”) basis with a pro forma market capitalization of approximately $2.1 billion. Under the terms of the agreement, which was unanimously approved by the boards of directors of both companies, Eagle shareholders will receive 2.6211 shares of Star Bulk common stock for each share of Eagle common stock owned. This represents a total consideration of approximately $52.60 per share, a 17% premium based on Eagle’s closing share price of $44.85 on December 8, 2023. Upon the close of the transaction, Star Bulk and Eagle shareholders will own approximately 71% and 29% of the combined company on a fully diluted basis, respectively. Cravath is representing Star Bulk in connection with the transaction.
Deals & Cases
October 16, 2023
On October 16, 2023, Consolidated Communications Holdings, Inc. (“Consolidated Communications”), a top 10 fiber provider in the United States, announced it has entered into a definitive agreement to be acquired by affiliates of Searchlight Capital Partners, L.P. (“Searchlight”) and British Columbia Investment Management Corporation (“BCI”) in an all‑cash transaction with an enterprise value of approximately $3.1 billion, including the assumption of debt. Under the terms of the agreement, Searchlight and BCI will acquire all of the Consolidated common stock not already owned by Searchlight for $4.70 per share in cash. The proposed transaction has been unanimously approved by a special committee of independent and disinterested directors of Consolidated Communications’ Board of Directors (the “Special Committee”), advised by independent legal and financial advisors, formed to evaluate and consider the proposal and other potential strategic alternatives. The Board of Directors of Consolidated Communications, following recusals of directors affiliated with Searchlight and BCI, has approved the proposed transaction on the unanimous recommendation of the Special Committee. Cravath is representing the Special Committee in connection with the transaction.
Activities & Publications
February 20, 2024
Cravath partner John D. Buretta authored a chapter on cooperating with U.S. authorities in Global Investigation Review’s “The Practitioner’s Guide To Global Investigations – Eighth Edition,” which was published on January 10, 2024. The chapter, co‑authored by of counsel Megan Y. Lew and associate Benjamin S. Spiegel, reviews how U.S. government authorities define cooperation, identifies the pros and cons of cooperating with the authorities and highlights special considerations in multi‑agency and cross‑border investigations.
Activities & Publications
November 30, 2023
Cravath partner John D. Buretta authored a chapter on U.S. sanctions in Global Investigation Review’s “The Guide to Sanctions – Fourth Edition,” which was published on September 29, 2023. The chapter, co-authored by of counsel Megan Y. Lew, reviews the legal framework of economic and trade sanctions in the United States, including how the U.S. Department of the Treasury’s Office of Foreign Assets Control regulates sanctions and exemptions. The chapter considers implementation, designation process, application and termination of sanctions.
Activities & Publications
October 19, 2023
On October 12, 2023, Cravath hosted its fifth annual Global Enforcement Forum at its offices in New York. The event brought together investigations and regulatory lawyers from the Firm and leading foreign firms across the globe for a series of presentations, panel discussions and roundtables examining significant developments in enforcement.
Activities & Publications
August 22, 2023
Cravath partner John D. Buretta served as contributing editor of Lexology Getting The Deal Through’s “Government Investigations 2024” guide, which was published in July 2023 and serves as a reference tool for corporate entities facing civil and criminal investigations across different global jurisdictions. John also served as a contributor to the U.S. chapter, which provides an overview of investigations by enforcement agencies in the United States from initiation to resolution. Of counsel Megan Lew also contributed to the guide.
Activities & Publications
January 10, 2023
Cravath partner John D. Buretta authored a chapter on cooperating with U.S. authorities during a government investigation in Global Investigations Review’s seventh edition of “The Practitioner’s Guide to Global Investigations,” which published in January 2023.
Megan Y. Lew is a member of the Investigations and Regulatory Enforcement practice and advises on internal and government investigations, civil litigation and regulatory compliance, with a particular focus on matters involving trade sanctions and export controls, the Foreign Corrupt Practices Act (FCPA), fraud, money laundering and anti‑money laundering controls.
Ms. Lew has represented a wide range of U.S. and multinational clients in industries including consumer products, aircraft leasing, biotech, pharmaceuticals, semiconductors, telecommunications, shipping, financial services and cloud computing. She has represented clients in both civil and criminal matters before the U.S. Department of Justice (DOJ), the Securities and Exchange Commission (SEC), the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) and the U.S. Department of Commerce’s Bureau of Industry and Security (BIS). She has successfully obtained trade sanctions and export controls licenses and authorizations for numerous clients, many of which involved matters of first impression before OFAC and BIS.
Ms. Lew’s representations also include advising companies on trade sanctions and export controls matters in the context of M&A, securities offerings and lending. She routinely is sought out by clients to interpret new and complex trade sanctions and export controls rules, to assess their application to the clients’ existing or anticipated business operations and to formulate risk mitigation strategies.
Ms. Lew also has assisted clients with creating or enhancing their compliance programs in the areas of anti‑bribery and corruption, trade sanctions and export controls, insider trading and whistleblowing. She has extensive expertise in drafting compliance policies, developing training materials, advising on internal controls and benchmarking compliance programs against industry best practices and guidance from U.S. government agencies.
In addition, Ms. Lew has served on the attorney team supporting partner John D. Buretta in his role as compliance monitor for TK Holdings, Inc. (“Takata”) in connection with the recall of certain of Takata’s airbag inflators.
Ms. Lew writes regularly on investigations and trade sanctions compliance. Most recently, she co‑authored the “U.S. Sanctions” chapter in Global Investigation Review’s “The Guide to Sanctions” (4th ed. 2023) and the “Co‑operating with the Authorities: U.S. Perspective” chapter in Global Investigation Review’s “The Practitioner’s Guide to Global Investigations” (7th ed. 2023).
Ms. Lew was born in Brooklyn, New York. She received a B.S. magna cum laude from Cornell University in 2004 and a J.D. cum laude from New York University School of Law in 2010, where she was a Notes Editor of the Law Review. Following her graduation, Ms. Lew served as a law clerk to the Hon. Frank Maas of the U.S. District Court for the Southern District of New York. She joined Cravath in 2011 and was elected of counsel in June 2022.
Ms. Lew has represented a wide range of U.S. and multinational clients in industries including consumer products, aircraft leasing, biotech, pharmaceuticals, semiconductors, telecommunications, shipping, financial services and cloud computing. She has represented clients in both civil and criminal matters before the U.S. Department of Justice (DOJ), the Securities and Exchange Commission (SEC), the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) and the U.S. Department of Commerce’s Bureau of Industry and Security (BIS). She has successfully obtained trade sanctions and export controls licenses and authorizations for numerous clients, many of which involved matters of first impression before OFAC and BIS.
Ms. Lew’s representations also include advising companies on trade sanctions and export controls matters in the context of M&A, securities offerings and lending. She routinely is sought out by clients to interpret new and complex trade sanctions and export controls rules, to assess their application to the clients’ existing or anticipated business operations and to formulate risk mitigation strategies.
Ms. Lew also has assisted clients with creating or enhancing their compliance programs in the areas of anti‑bribery and corruption, trade sanctions and export controls, insider trading and whistleblowing. She has extensive expertise in drafting compliance policies, developing training materials, advising on internal controls and benchmarking compliance programs against industry best practices and guidance from U.S. government agencies.
In addition, Ms. Lew has served on the attorney team supporting partner John D. Buretta in his role as compliance monitor for TK Holdings, Inc. (“Takata”) in connection with the recall of certain of Takata’s airbag inflators.
Ms. Lew writes regularly on investigations and trade sanctions compliance. Most recently, she co‑authored the “U.S. Sanctions” chapter in Global Investigation Review’s “The Guide to Sanctions” (4th ed. 2023) and the “Co‑operating with the Authorities: U.S. Perspective” chapter in Global Investigation Review’s “The Practitioner’s Guide to Global Investigations” (7th ed. 2023).
Ms. Lew was born in Brooklyn, New York. She received a B.S. magna cum laude from Cornell University in 2004 and a J.D. cum laude from New York University School of Law in 2010, where she was a Notes Editor of the Law Review. Following her graduation, Ms. Lew served as a law clerk to the Hon. Frank Maas of the U.S. District Court for the Southern District of New York. She joined Cravath in 2011 and was elected of counsel in June 2022.
Deals & Cases
February 14, 2024
Cravath represented the underwriters in connection with the $1.5 billion offering of depositary shares representing preferred stock of State Street Corporation, a provider of a broad range of financial products and services to institutional investors worldwide. The transaction closed on January 31, 2024.
Deals & Cases
January 11, 2024
AerCap Holdings N.V, the world’s largest commercial aircraft leasing company, which Cravath is representing in connection with U.S. sanctions and export controls matters, has secured over $1.2 billion in related insurance recoveries involving Russian airlines’ refusal to return over 100 aircraft leased from AerCap following Russia’s invasion of Ukraine in February 2022. In September 2023, in the first announced insurance settlement of its kind, Cravath represented AerCap in obtaining authorizations from the U.S. Office of Foreign Assets Control (“OFAC”) and the U.S. Department of Commerce’s U.S. Bureau of Industry and Security (“BIS”) for an agreement to enable payment of approximately $645 million to AerCap to resolve claims against certain Russian insurers and airlines as to a substantial number of AerCap aircraft. Cravath also represented AerCap before BIS and OFAC in connection with AerCap’s subsequent, $572 million insurance settlements with Russian insurers and airlines announced in December 2023.
Deals & Cases
December 20, 2023
On December 20, 2023, Aon plc (“Aon”), a leading global professional services firm, announced the signing of a definitive agreement to acquire NFP, a leading middle‑market property and casualty broker, benefits consultant, wealth manager and retirement plan advisor, from funds affiliated with NFP’s main capital sponsor, Madison Dearborn Partners, and funds affiliated with HPS Investment Partners. Under the terms of the transaction, Aon will acquire NFP for a total consideration estimated to be $13.4 billion at the time of close, which will be funded by $7 billion of cash and $6.4 billion of Aon stock. Cravath is representing Aon in connection with the transaction.
Deals & Cases
December 12, 2023
On December 11, 2023, Star Bulk Carriers Corp. (“Star Bulk”), a global shipping company focusing on the transportation of dry bulk cargoes, and Eagle Bulk Shipping Inc. (“Eagle”), one of the world’s largest owner-operators within the midsize dry bulk vessel segment, announced that the companies have entered into a definitive agreement to combine in an all-stock merger on a Net Asset Value to Net Asset Value (“NAV”) basis with a pro forma market capitalization of approximately $2.1 billion. Under the terms of the agreement, which was unanimously approved by the boards of directors of both companies, Eagle shareholders will receive 2.6211 shares of Star Bulk common stock for each share of Eagle common stock owned. This represents a total consideration of approximately $52.60 per share, a 17% premium based on Eagle’s closing share price of $44.85 on December 8, 2023. Upon the close of the transaction, Star Bulk and Eagle shareholders will own approximately 71% and 29% of the combined company on a fully diluted basis, respectively. Cravath is representing Star Bulk in connection with the transaction.
Deals & Cases
October 16, 2023
On October 16, 2023, Consolidated Communications Holdings, Inc. (“Consolidated Communications”), a top 10 fiber provider in the United States, announced it has entered into a definitive agreement to be acquired by affiliates of Searchlight Capital Partners, L.P. (“Searchlight”) and British Columbia Investment Management Corporation (“BCI”) in an all‑cash transaction with an enterprise value of approximately $3.1 billion, including the assumption of debt. Under the terms of the agreement, Searchlight and BCI will acquire all of the Consolidated common stock not already owned by Searchlight for $4.70 per share in cash. The proposed transaction has been unanimously approved by a special committee of independent and disinterested directors of Consolidated Communications’ Board of Directors (the “Special Committee”), advised by independent legal and financial advisors, formed to evaluate and consider the proposal and other potential strategic alternatives. The Board of Directors of Consolidated Communications, following recusals of directors affiliated with Searchlight and BCI, has approved the proposed transaction on the unanimous recommendation of the Special Committee. Cravath is representing the Special Committee in connection with the transaction.
Activities & Publications
February 20, 2024
Cravath partner John D. Buretta authored a chapter on cooperating with U.S. authorities in Global Investigation Review’s “The Practitioner’s Guide To Global Investigations – Eighth Edition,” which was published on January 10, 2024. The chapter, co‑authored by of counsel Megan Y. Lew and associate Benjamin S. Spiegel, reviews how U.S. government authorities define cooperation, identifies the pros and cons of cooperating with the authorities and highlights special considerations in multi‑agency and cross‑border investigations.
Activities & Publications
November 30, 2023
Cravath partner John D. Buretta authored a chapter on U.S. sanctions in Global Investigation Review’s “The Guide to Sanctions – Fourth Edition,” which was published on September 29, 2023. The chapter, co-authored by of counsel Megan Y. Lew, reviews the legal framework of economic and trade sanctions in the United States, including how the U.S. Department of the Treasury’s Office of Foreign Assets Control regulates sanctions and exemptions. The chapter considers implementation, designation process, application and termination of sanctions.
Activities & Publications
October 19, 2023
On October 12, 2023, Cravath hosted its fifth annual Global Enforcement Forum at its offices in New York. The event brought together investigations and regulatory lawyers from the Firm and leading foreign firms across the globe for a series of presentations, panel discussions and roundtables examining significant developments in enforcement.
Activities & Publications
August 22, 2023
Cravath partner John D. Buretta served as contributing editor of Lexology Getting The Deal Through’s “Government Investigations 2024” guide, which was published in July 2023 and serves as a reference tool for corporate entities facing civil and criminal investigations across different global jurisdictions. John also served as a contributor to the U.S. chapter, which provides an overview of investigations by enforcement agencies in the United States from initiation to resolution. Of counsel Megan Lew also contributed to the guide.
Activities & Publications
January 10, 2023
Cravath partner John D. Buretta authored a chapter on cooperating with U.S. authorities during a government investigation in Global Investigations Review’s seventh edition of “The Practitioner’s Guide to Global Investigations,” which published in January 2023.
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