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Four Decades for Justice

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Michael E.
Mariani

Partner, Corporate

mmariani@cravath.com
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Michael E. Mariani represents companies and major investment banks in a variety of public and private financing transactions, including initial public offerings, spin‑offs, investment grade, high‑yield and convertible debt offerings, and acquisition financing transactions. He also advises clients on public disclosure and corporate governance matters, as well as mergers and acquisitions.

Mr. Mariani’s corporate clients have included Convey Health Solutions, Crown Castle, CyrusOne, Evolent Health, IBM, Johnson & Johnson, Kenvue, Time Warner, Unilever, Weyerhaeuser and Xerox.

Mr. Mariani’s notable transactions include:

  • IPOs for BioAtla, Blue Capital Reinsurance, Convey Health Solutions, Diplomat Pharmacy and Kenvue
  • Other equity offerings for agilon health, Albemarle, BioAtla, CoStar Group, Crown Castle, CyrusOne, Denny’s, goeasy, JPMorgan Chase, Lazard, Monogram Health, The Mosaic Company, Ovintiv, Replimune, Sabra Health Care REIT, TG Therapeutics and Toll Brothers
  • High-yield debt offerings for Boyne, Chemours, Chesapeake Energy, Compass Minerals, Credit Acceptance, Denbury Resources, goeasy, Greif, LYCRA, Murphy Oil Corporation, Murphy Oil USA, NCR, Neiman Marcus, TerraForm Global, TerraForm Power, TI Automotive, Time Inc., U.S. Concrete, World Acceptance and WW (Weight Watchers)
  • Convertible debt offerings for DHT Holdings and Evolent Health
  • Investment grade debt offerings for Albemarle, Allegion, Concentrix, CyrusOne, IBM, JPMorgan Chase, Kenvue, Mars, Ovintiv, Skyworks, Time Warner, Toll Brothers and Zimmer Biomet
  • Spin-offs for Time Warner (AOL and Time Inc.) and Xerox (Conduent)
  • Represented Johnson & Johnson in the separation of Kenvue, the largest split‑off transaction ever, and represented Kenvue in its $4.37 billion IPO, the largest IPO to result from a corporate carve‑out by a U.S. company in over two decades, and its related $7.75 billion senior unsecured notes offering
  • Represented the underwriters in the largest bank bond offering in history at the time (JPMorgan Chase’s $13 billion registered floating rate notes and fixed‑to‑floating rate notes offering) and in over 40 offerings for JPMorgan Chase, collectively raising over $120 billion since 2018 alone

Law360 recognized Mr. Mariani as one of five outstanding capital markets lawyers in the nation under the age of 40, noting his role in guiding “several watershed deals in his career, including steering IBM’s massive $20 billion bond to fund its acquisition of Red Hat and JPMorgan on a landmark SOFR‑linked notes deal.” Mr. Mariani has also been recognized for his work in capital markets by Chambers USA, Chambers Global, The Legal 500 US and IFLR1000. Additionally, Mr. Mariani has been recognized for his work in fintech by The Legal 500 US and for his work in mergers and acquisitions by IFLR1000.

Mr. Mariani is a published author on a broad range of topics related to capital markets and securities laws. He co‑authored the “Direct Listings: Going Public Without an IPO” chapter in The Review of Securities & Commodities Regulation. Mr. Mariani also contributes to the conversation at the intersection of securities law, finance and fintech. Most recently, he co‑authored a paper entitled “Blockchain and Custody of Digital Assets” and the United States chapter of The Legal 500’s “Blockchain Country Comparative Guide” from 2019 through 2022. Mr. Mariani was selected to serve as a member of Law360’s Capital Markets Editorial Advisory Board in 2022.

Mr. Mariani was born in Shrewsbury, Massachusetts. He received a B.A. summa cum laude from Tufts University in 2004, where he was elected to Phi Beta Kappa, a J.D. from Columbia Law School in 2009, where he was an Articles Editor of the Business Law Review and a Harlan Fiske Stone Scholar, and an M.B.A. from Columbia Business School in 2009.

Mr. Mariani joined Cravath in 2009 and was elected a partner in 2017.

Mr. Mariani’s notable transactions include:

  • IPOs for BioAtla, Blue Capital Reinsurance, Convey Health Solutions, Diplomat Pharmacy and Kenvue
  • Other equity offerings for agilon health, Albemarle, BioAtla, CoStar Group, Crown Castle, CyrusOne, Denny’s, goeasy, JPMorgan Chase, Lazard, Monogram Health, The Mosaic Company, Ovintiv, Replimune, Sabra Health Care REIT, TG Therapeutics and Toll Brothers
  • High-yield debt offerings for Boyne, Chemours, Chesapeake Energy, Compass Minerals, Credit Acceptance, Denbury Resources, goeasy, Greif, LYCRA, Murphy Oil Corporation, Murphy Oil USA, NCR, Neiman Marcus, TerraForm Global, TerraForm Power, TI Automotive, Time Inc., U.S. Concrete, World Acceptance and WW (Weight Watchers)
  • Convertible debt offerings for DHT Holdings and Evolent Health
  • Investment grade debt offerings for Albemarle, Allegion, Concentrix, CyrusOne, IBM, JPMorgan Chase, Kenvue, Mars, Ovintiv, Skyworks, Time Warner, Toll Brothers and Zimmer Biomet
  • Spin-offs for Time Warner (AOL and Time Inc.) and Xerox (Conduent)
  • Represented Johnson & Johnson in the separation of Kenvue, the largest split‑off transaction ever, and represented Kenvue in its $4.37 billion IPO, the largest IPO to result from a corporate carve‑out by a U.S. company in over two decades, and its related $7.75 billion senior unsecured notes offering
  • Represented the underwriters in the largest bank bond offering in history at the time (JPMorgan Chase’s $13 billion registered floating rate notes and fixed‑to‑floating rate notes offering) and in over 40 offerings for JPMorgan Chase, collectively raising over $120 billion since 2018 alone

Law360 recognized Mr. Mariani as one of five outstanding capital markets lawyers in the nation under the age of 40, noting his role in guiding “several watershed deals in his career, including steering IBM’s massive $20 billion bond to fund its acquisition of Red Hat and JPMorgan on a landmark SOFR‑linked notes deal.” Mr. Mariani has also been recognized for his work in capital markets by Chambers USA, Chambers Global, The Legal 500 US and IFLR1000. Additionally, Mr. Mariani has been recognized for his work in fintech by The Legal 500 US and for his work in mergers and acquisitions by IFLR1000.

Mr. Mariani is a published author on a broad range of topics related to capital markets and securities laws. He co‑authored the “Direct Listings: Going Public Without an IPO” chapter in The Review of Securities & Commodities Regulation. Mr. Mariani also contributes to the conversation at the intersection of securities law, finance and fintech. Most recently, he co‑authored a paper entitled “Blockchain and Custody of Digital Assets” and the United States chapter of The Legal 500’s “Blockchain Country Comparative Guide” from 2019 through 2022. Mr. Mariani was selected to serve as a member of Law360’s Capital Markets Editorial Advisory Board in 2022.

Mr. Mariani was born in Shrewsbury, Massachusetts. He received a B.A. summa cum laude from Tufts University in 2004, where he was elected to Phi Beta Kappa, a J.D. from Columbia Law School in 2009, where he was an Articles Editor of the Business Law Review and a Harlan Fiske Stone Scholar, and an M.B.A. from Columbia Business School in 2009.

Mr. Mariani joined Cravath in 2009 and was elected a partner in 2017.

Education

  • J.D., 2009, Columbia Law School
    Harlan Fiske Stone Scholar
  • M.B.A., 2009, Columbia University
  • B.A., 2004, Tufts University
    Phi Beta Kappa, summa cum laude

Admitted In

  • New York

Professional Affiliations

International Bar Association

New York City Bar Association

Organizations

Law360

  • Member, Editorial Advisory Board – Capital Markets, 2022

Rankings

Chambers Global

  • Capital Markets: Debt & Equity - USA (2023, 2022)

Chambers USA

  • Capital Markets: Debt & Equity - Nationwide (2023, 2022, 2021)

IFLR1000

  • Capital Markets - US (2023-2019)
  • Mergers and Acquisitions - US (2021, 2020, 2019)

Law360

  • Rising Star: Capital Markets (2020)

The Legal 500 US

  • Capital Markets: Debt Offerings (2023, 2019)
  • Capital Markets: Equity Offerings (2023, 2020)
  • Capital Markets: High-Yield Debt Offerings (2019)
  • Fintech (2020, 2019)

Deals & Cases

September 27, 2023

Ovintiv Inc.’s Registered Secondary Offering of Common Stock

Cravath represented the underwriter in connection with the $681.8 million registered secondary offering of common stock of Ovintiv Inc., a leading North American oil and natural gas exploration and production company. The shares were listed on the New York Stock Exchange and the Toronto Stock Exchange. The transaction closed on September 13, 2023.

Deals & Cases

August 16, 2023

Concentrix Corporation’s $2.15 Billion Registered Senior Notes Offering

Cravath represented the underwriters in connection with the $2.15 billion registered senior notes offering of Concentrix Corporation, a leading global provider of customer experience solutions and technology. Proceeds of the offering will be used to fund part of the cash consideration payable by Concentrix in connection with its pending acquisition of Marnix Lux SA, the indirect parent company of Webhelp SAS. The transaction closed on August 2, 2023.

Deals & Cases

August 15, 2023

ECN Capital’s Strategic Investment from Skyline Champion

On August 14, 2023, ECN Capital Corp. (“ECN Capital”) and Skyline Champion Corporation (“Skyline Champion”) announced that they have entered into a share subscription agreement pursuant to which Skyline Champion has agreed to make an approximately $138 million equity investment in ECN Capital on a private placement basis in exchange for 33,550,000 common shares of ECN Capital and 27,450,000 mandatory convertible preferred shares, Series E of ECN Capital. In connection with the Private Placement, ECN Capital and Skyline Champion will form a captive finance company that will be 51% owned by Skyline Champion and 49% owned by Triad Financial Services, Inc., a wholly‑owned subsidiary of ECN Capital. Cravath is representing ECN Capital in connection with the transaction, representing the culmination of the company’s strategic review process. Cravath is advising ECN Capital on certain U.S. law matters relating to the transaction, which represents the culmination of the company’s strategic review process.

Deals & Cases

August 07, 2023

JPMorgan Chase’s $4.5 Billion Registered Fixed‑to‑Floating Rate Notes Offering

Cravath represented the underwriters in connection with the $4.5 billion registered fixed‑to‑floating rate notes offering of JPMorgan Chase & Co., a leading global financial services firm. The transaction closed on July 24, 2023.

Deals & Cases

June 15, 2023

JPMorgan Chase’s $2.5 Billion Registered Fixed‑to‑Floating Rate Notes Offering

Cravath represented the underwriters in connection with the $2.5 billion registered fixed‑to‑floating rate notes offering of JPMorgan Chase & Co., a leading global financial services firm. The transaction closed on June 1, 2023.

Activities & Publications

September 13, 2023

Mike Mariani Co‑Leads Roundtable at TechGC’s 2023 IPO Forum

On September 13, 2023, Cravath partner Michael E. Mariani participated in TechGC’s 2023 IPO Forum, which was held from September 12‑14, 2023, in Brooklyn, NY. The event convened General Counsels (“GCs”) of leading high‑growth technology companies to discuss being and becoming a public company GC. Mike co‑led a roundtable discussion entitled “Preparing Your Company for the Public Stage (Pre‑IPO GCs),” which reviewed key considerations for GCs preparing their company for an initial public offering, including how to prepare for the due diligence process, board requirements, publicity considerations and governance arrangements.

Activities & Publications

March 15, 2023

Len Teti and Mike Mariani Present at PLI’s “Spin‑Offs and Other Separation Transactions” Program

On February 27, 2023, Cravath partners J. Leonard Teti II and Michael E. Mariani conducted a virtual program for the Practising Law Institute entitled “Spin‑Offs and Other Separation Transactions: An Overview.” Len and Mike provided an overview of market trends and recent spin‑off activity, including the growing popularity of spin‑off transactions. Mike spoke about the different structures that can be used to separate a business from a parent company along with their key benefits and complexities. Len spoke about general tax considerations and requirements, which can be fundamental in deciding whether and how to execute a spin‑off transaction.

Activities & Publications

March 02, 2023

SEC Forces Kraken To Terminate Cryptocurrency Staking-as-a-Service Program

On February 22, 2023, Cravath prepared a memo for its clients entitled “SEC Forces Kraken To Terminate Cryptocurrency Staking-as-a-Service Program.” The memo examines the U.S. Securities and Exchange Commission’s recent complaint against cryptocurrency exchange Kraken for failing to register its staking-as-a-service (“StaaS”) program as a securities offering, in violation of Section 5 of the Securities Act of 1933.

Activities & Publications

January 11, 2023

Dave Kappos, Scott Bennett, Mike Mariani and Sasha Rosenthal‑Larrea Co‑Author Article for the Stanford Journal of Blockchain Law & Policy

Cravath partners David J. Kappos, D. Scott Bennett, Michael E. Mariani and Sasha Rosenthal‑Larrea and associates Daniel M. Barabander and Callum A.F. Sproule co‑authored an article entitled “NFTs, Incentives and Control: Technical Mechanisms and Intellectual Property Rights,” which was published to the website of the Stanford Journal of Blockchain Law & Policy on January 10, 2023. The article discusses how NFT creators use technical and legal measures to exert control over their creations, even after those creations are sold to purchasers, and how the mechanisms for such control are a fundamental part of the smart contracts governing most NFTs. The article will be featured in the forthcoming print edition of the journal (Vol. 6, No. 1) this spring.

Activities & Publications

November 18, 2022

SEC v. LBRY, Inc.: Federal Court Rules Cryptotoken Distribution Was an Unregistered Securities Offering

On November 17, 2022, Cravath prepared a memo for its clients entitled “SEC v. LBRY, Inc.: Federal Court Rules Cryptotoken Distribution Was an Unregistered Securities Offering,” which examined a recent decision by the U.S. District Court for the District of New Hampshire in SEC v. LBRY, Inc., a case at the intersection of cryptoasset regulation and securities law.

Michael E. Mariani represents companies and major investment banks in a variety of public and private financing transactions, including initial public offerings, spin‑offs, investment grade, high‑yield and convertible debt offerings, and acquisition financing transactions. He also advises clients on public disclosure and corporate governance matters, as well as mergers and acquisitions.

Mr. Mariani’s corporate clients have included Convey Health Solutions, Crown Castle, CyrusOne, Evolent Health, IBM, Johnson & Johnson, Kenvue, Time Warner, Unilever, Weyerhaeuser and Xerox.

Mr. Mariani’s notable transactions include:

  • IPOs for BioAtla, Blue Capital Reinsurance, Convey Health Solutions, Diplomat Pharmacy and Kenvue
  • Other equity offerings for agilon health, Albemarle, BioAtla, CoStar Group, Crown Castle, CyrusOne, Denny’s, goeasy, JPMorgan Chase, Lazard, Monogram Health, The Mosaic Company, Ovintiv, Replimune, Sabra Health Care REIT, TG Therapeutics and Toll Brothers
  • High-yield debt offerings for Boyne, Chemours, Chesapeake Energy, Compass Minerals, Credit Acceptance, Denbury Resources, goeasy, Greif, LYCRA, Murphy Oil Corporation, Murphy Oil USA, NCR, Neiman Marcus, TerraForm Global, TerraForm Power, TI Automotive, Time Inc., U.S. Concrete, World Acceptance and WW (Weight Watchers)
  • Convertible debt offerings for DHT Holdings and Evolent Health
  • Investment grade debt offerings for Albemarle, Allegion, Concentrix, CyrusOne, IBM, JPMorgan Chase, Kenvue, Mars, Ovintiv, Skyworks, Time Warner, Toll Brothers and Zimmer Biomet
  • Spin-offs for Time Warner (AOL and Time Inc.) and Xerox (Conduent)
  • Represented Johnson & Johnson in the separation of Kenvue, the largest split‑off transaction ever, and represented Kenvue in its $4.37 billion IPO, the largest IPO to result from a corporate carve‑out by a U.S. company in over two decades, and its related $7.75 billion senior unsecured notes offering
  • Represented the underwriters in the largest bank bond offering in history at the time (JPMorgan Chase’s $13 billion registered floating rate notes and fixed‑to‑floating rate notes offering) and in over 40 offerings for JPMorgan Chase, collectively raising over $120 billion since 2018 alone

Law360 recognized Mr. Mariani as one of five outstanding capital markets lawyers in the nation under the age of 40, noting his role in guiding “several watershed deals in his career, including steering IBM’s massive $20 billion bond to fund its acquisition of Red Hat and JPMorgan on a landmark SOFR‑linked notes deal.” Mr. Mariani has also been recognized for his work in capital markets by Chambers USA, Chambers Global, The Legal 500 US and IFLR1000. Additionally, Mr. Mariani has been recognized for his work in fintech by The Legal 500 US and for his work in mergers and acquisitions by IFLR1000.

Mr. Mariani is a published author on a broad range of topics related to capital markets and securities laws. He co‑authored the “Direct Listings: Going Public Without an IPO” chapter in The Review of Securities & Commodities Regulation. Mr. Mariani also contributes to the conversation at the intersection of securities law, finance and fintech. Most recently, he co‑authored a paper entitled “Blockchain and Custody of Digital Assets” and the United States chapter of The Legal 500’s “Blockchain Country Comparative Guide” from 2019 through 2022. Mr. Mariani was selected to serve as a member of Law360’s Capital Markets Editorial Advisory Board in 2022.

Mr. Mariani was born in Shrewsbury, Massachusetts. He received a B.A. summa cum laude from Tufts University in 2004, where he was elected to Phi Beta Kappa, a J.D. from Columbia Law School in 2009, where he was an Articles Editor of the Business Law Review and a Harlan Fiske Stone Scholar, and an M.B.A. from Columbia Business School in 2009.

Mr. Mariani joined Cravath in 2009 and was elected a partner in 2017.

Mr. Mariani’s notable transactions include:

  • IPOs for BioAtla, Blue Capital Reinsurance, Convey Health Solutions, Diplomat Pharmacy and Kenvue
  • Other equity offerings for agilon health, Albemarle, BioAtla, CoStar Group, Crown Castle, CyrusOne, Denny’s, goeasy, JPMorgan Chase, Lazard, Monogram Health, The Mosaic Company, Ovintiv, Replimune, Sabra Health Care REIT, TG Therapeutics and Toll Brothers
  • High-yield debt offerings for Boyne, Chemours, Chesapeake Energy, Compass Minerals, Credit Acceptance, Denbury Resources, goeasy, Greif, LYCRA, Murphy Oil Corporation, Murphy Oil USA, NCR, Neiman Marcus, TerraForm Global, TerraForm Power, TI Automotive, Time Inc., U.S. Concrete, World Acceptance and WW (Weight Watchers)
  • Convertible debt offerings for DHT Holdings and Evolent Health
  • Investment grade debt offerings for Albemarle, Allegion, Concentrix, CyrusOne, IBM, JPMorgan Chase, Kenvue, Mars, Ovintiv, Skyworks, Time Warner, Toll Brothers and Zimmer Biomet
  • Spin-offs for Time Warner (AOL and Time Inc.) and Xerox (Conduent)
  • Represented Johnson & Johnson in the separation of Kenvue, the largest split‑off transaction ever, and represented Kenvue in its $4.37 billion IPO, the largest IPO to result from a corporate carve‑out by a U.S. company in over two decades, and its related $7.75 billion senior unsecured notes offering
  • Represented the underwriters in the largest bank bond offering in history at the time (JPMorgan Chase’s $13 billion registered floating rate notes and fixed‑to‑floating rate notes offering) and in over 40 offerings for JPMorgan Chase, collectively raising over $120 billion since 2018 alone

Law360 recognized Mr. Mariani as one of five outstanding capital markets lawyers in the nation under the age of 40, noting his role in guiding “several watershed deals in his career, including steering IBM’s massive $20 billion bond to fund its acquisition of Red Hat and JPMorgan on a landmark SOFR‑linked notes deal.” Mr. Mariani has also been recognized for his work in capital markets by Chambers USA, Chambers Global, The Legal 500 US and IFLR1000. Additionally, Mr. Mariani has been recognized for his work in fintech by The Legal 500 US and for his work in mergers and acquisitions by IFLR1000.

Mr. Mariani is a published author on a broad range of topics related to capital markets and securities laws. He co‑authored the “Direct Listings: Going Public Without an IPO” chapter in The Review of Securities & Commodities Regulation. Mr. Mariani also contributes to the conversation at the intersection of securities law, finance and fintech. Most recently, he co‑authored a paper entitled “Blockchain and Custody of Digital Assets” and the United States chapter of The Legal 500’s “Blockchain Country Comparative Guide” from 2019 through 2022. Mr. Mariani was selected to serve as a member of Law360’s Capital Markets Editorial Advisory Board in 2022.

Mr. Mariani was born in Shrewsbury, Massachusetts. He received a B.A. summa cum laude from Tufts University in 2004, where he was elected to Phi Beta Kappa, a J.D. from Columbia Law School in 2009, where he was an Articles Editor of the Business Law Review and a Harlan Fiske Stone Scholar, and an M.B.A. from Columbia Business School in 2009.

Mr. Mariani joined Cravath in 2009 and was elected a partner in 2017.

Education

  • J.D., 2009, Columbia Law School
    Harlan Fiske Stone Scholar
  • M.B.A., 2009, Columbia University
  • B.A., 2004, Tufts University
    Phi Beta Kappa, summa cum laude

Admitted In

  • New York

Professional Affiliations

International Bar Association

New York City Bar Association

Organizations

Law360

  • Member, Editorial Advisory Board – Capital Markets, 2022

Rankings

Chambers Global

  • Capital Markets: Debt & Equity - USA (2023, 2022)

Chambers USA

  • Capital Markets: Debt & Equity - Nationwide (2023, 2022, 2021)

IFLR1000

  • Capital Markets - US (2023-2019)
  • Mergers and Acquisitions - US (2021, 2020, 2019)

Law360

  • Rising Star: Capital Markets (2020)

The Legal 500 US

  • Capital Markets: Debt Offerings (2023, 2019)
  • Capital Markets: Equity Offerings (2023, 2020)
  • Capital Markets: High-Yield Debt Offerings (2019)
  • Fintech (2020, 2019)

Deals & Cases

September 27, 2023

Ovintiv Inc.’s Registered Secondary Offering of Common Stock

Cravath represented the underwriter in connection with the $681.8 million registered secondary offering of common stock of Ovintiv Inc., a leading North American oil and natural gas exploration and production company. The shares were listed on the New York Stock Exchange and the Toronto Stock Exchange. The transaction closed on September 13, 2023.

Deals & Cases

August 16, 2023

Concentrix Corporation’s $2.15 Billion Registered Senior Notes Offering

Cravath represented the underwriters in connection with the $2.15 billion registered senior notes offering of Concentrix Corporation, a leading global provider of customer experience solutions and technology. Proceeds of the offering will be used to fund part of the cash consideration payable by Concentrix in connection with its pending acquisition of Marnix Lux SA, the indirect parent company of Webhelp SAS. The transaction closed on August 2, 2023.

Deals & Cases

August 15, 2023

ECN Capital’s Strategic Investment from Skyline Champion

On August 14, 2023, ECN Capital Corp. (“ECN Capital”) and Skyline Champion Corporation (“Skyline Champion”) announced that they have entered into a share subscription agreement pursuant to which Skyline Champion has agreed to make an approximately $138 million equity investment in ECN Capital on a private placement basis in exchange for 33,550,000 common shares of ECN Capital and 27,450,000 mandatory convertible preferred shares, Series E of ECN Capital. In connection with the Private Placement, ECN Capital and Skyline Champion will form a captive finance company that will be 51% owned by Skyline Champion and 49% owned by Triad Financial Services, Inc., a wholly‑owned subsidiary of ECN Capital. Cravath is representing ECN Capital in connection with the transaction, representing the culmination of the company’s strategic review process. Cravath is advising ECN Capital on certain U.S. law matters relating to the transaction, which represents the culmination of the company’s strategic review process.

Deals & Cases

August 07, 2023

JPMorgan Chase’s $4.5 Billion Registered Fixed‑to‑Floating Rate Notes Offering

Cravath represented the underwriters in connection with the $4.5 billion registered fixed‑to‑floating rate notes offering of JPMorgan Chase & Co., a leading global financial services firm. The transaction closed on July 24, 2023.

Deals & Cases

June 15, 2023

JPMorgan Chase’s $2.5 Billion Registered Fixed‑to‑Floating Rate Notes Offering

Cravath represented the underwriters in connection with the $2.5 billion registered fixed‑to‑floating rate notes offering of JPMorgan Chase & Co., a leading global financial services firm. The transaction closed on June 1, 2023.

Activities & Publications

September 13, 2023

Mike Mariani Co‑Leads Roundtable at TechGC’s 2023 IPO Forum

On September 13, 2023, Cravath partner Michael E. Mariani participated in TechGC’s 2023 IPO Forum, which was held from September 12‑14, 2023, in Brooklyn, NY. The event convened General Counsels (“GCs”) of leading high‑growth technology companies to discuss being and becoming a public company GC. Mike co‑led a roundtable discussion entitled “Preparing Your Company for the Public Stage (Pre‑IPO GCs),” which reviewed key considerations for GCs preparing their company for an initial public offering, including how to prepare for the due diligence process, board requirements, publicity considerations and governance arrangements.

Activities & Publications

March 15, 2023

Len Teti and Mike Mariani Present at PLI’s “Spin‑Offs and Other Separation Transactions” Program

On February 27, 2023, Cravath partners J. Leonard Teti II and Michael E. Mariani conducted a virtual program for the Practising Law Institute entitled “Spin‑Offs and Other Separation Transactions: An Overview.” Len and Mike provided an overview of market trends and recent spin‑off activity, including the growing popularity of spin‑off transactions. Mike spoke about the different structures that can be used to separate a business from a parent company along with their key benefits and complexities. Len spoke about general tax considerations and requirements, which can be fundamental in deciding whether and how to execute a spin‑off transaction.

Activities & Publications

March 02, 2023

SEC Forces Kraken To Terminate Cryptocurrency Staking-as-a-Service Program

On February 22, 2023, Cravath prepared a memo for its clients entitled “SEC Forces Kraken To Terminate Cryptocurrency Staking-as-a-Service Program.” The memo examines the U.S. Securities and Exchange Commission’s recent complaint against cryptocurrency exchange Kraken for failing to register its staking-as-a-service (“StaaS”) program as a securities offering, in violation of Section 5 of the Securities Act of 1933.

Activities & Publications

January 11, 2023

Dave Kappos, Scott Bennett, Mike Mariani and Sasha Rosenthal‑Larrea Co‑Author Article for the Stanford Journal of Blockchain Law & Policy

Cravath partners David J. Kappos, D. Scott Bennett, Michael E. Mariani and Sasha Rosenthal‑Larrea and associates Daniel M. Barabander and Callum A.F. Sproule co‑authored an article entitled “NFTs, Incentives and Control: Technical Mechanisms and Intellectual Property Rights,” which was published to the website of the Stanford Journal of Blockchain Law & Policy on January 10, 2023. The article discusses how NFT creators use technical and legal measures to exert control over their creations, even after those creations are sold to purchasers, and how the mechanisms for such control are a fundamental part of the smart contracts governing most NFTs. The article will be featured in the forthcoming print edition of the journal (Vol. 6, No. 1) this spring.

Activities & Publications

November 18, 2022

SEC v. LBRY, Inc.: Federal Court Rules Cryptotoken Distribution Was an Unregistered Securities Offering

On November 17, 2022, Cravath prepared a memo for its clients entitled “SEC v. LBRY, Inc.: Federal Court Rules Cryptotoken Distribution Was an Unregistered Securities Offering,” which examined a recent decision by the U.S. District Court for the District of New Hampshire in SEC v. LBRY, Inc., a case at the intersection of cryptoasset regulation and securities law.

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