Four Decades for Justice
Michael L. Arnold is a member of the Corporate Governance and Board Advisory practice. Mr. Arnold counsels clients with respect to their most sensitive and highest‑risk matters, advising boards of directors and senior management on a broad range of corporate governance, public reporting, disclosure and compliance matters, including in connection with restatements and other financial crises, as well as cybersecurity incidents. He also advises companies on matters relating to Environmental, Social and Governance (ESG) issues, particularly with respect to investor engagement, ESG shareholder proposals and activism, voluntary and mandatory ESG reporting and ESG‑related governance processes.
Mr. Arnold’s sophisticated understanding and insights into legal and business risks are derived from his broad experience across multiple corporate practices, including capital markets and mergers and acquisitions. Mr. Arnold has represented corporate clients and major financial institutions in public and private offerings of equity and debt, including initial public offerings and first‑time issuances, as well as in arranging financing for U.S. and international acquisitions. He has advised public and private companies in connection with mergers, acquisitions, dispositions and complex commercial agreements, including joint ventures, minority investments, supply agreements, strategic collaborations and licensing transactions.
Mr. Arnold is a frequent speaker and author on legal developments impacting the areas of corporate governance and ESG. He has moderated or spoken on panels hosted by the American Bar Association, the University of Delaware’s Weinberg Center for Corporate Governance, the American College of Governance Counsel and the Council of Institutional Investors, among others, and at events such as TechGC’s Global Summit, the Florida Bar Association’s Federal Securities Institute and Northwestern Pritzker School of Law’s Ray Garrett / Corporate Counsel Institute and Securities Regulation Institute. His writings on corporate governance‑related topics have been published by outlets including the Harvard Law School Forum on Corporate Governance, Columbia Law School’s Blue Sky Blog and Wolters Kluwer’s Insights: The Corporate & Securities Law Advisor. Mr. Arnold currently serves as Co‑Chair of the American Bar Association’s ESG Subcommittee, a joint subcommittee of the Corporate Governance Committee and Federal Regulation of Securities Committee in the Section of Business Law, and served as Co‑Chair of the drafting committee for the Federal Regulation of Securities Committee in their comment letter on the SEC’s climate change disclosure rulemaking proposal.
Mr. Arnold has been named to the Lawdragon Green 500: Leaders in Environmental Law list, which recognizes lawyers for their advice on corporate governance, environmental transactions and ESG matters, and the Lawdragon 500 X – The Next Generation list for the fields of Corporate Governance and ESG. He received Euromoney Legal Media Group’s 2022 Americas Rising Star Award for “Best in Corporate Governance.”
Mr. Arnold was raised in Longmont, Colorado. He received a B.A. with general honors from the University of Chicago in 2010 and a J.D. from Columbia Law School in 2013, where he was a Harlan Fiske Stone Scholar.
Mr. Arnold joined Cravath in 2013 and was elected a partner in 2020. He worked in the Firm’s London office in 2017 and 2018.
Mr. Arnold’s sophisticated understanding and insights into legal and business risks are derived from his broad experience across multiple corporate practices, including capital markets and mergers and acquisitions. Mr. Arnold has represented corporate clients and major financial institutions in public and private offerings of equity and debt, including initial public offerings and first‑time issuances, as well as in arranging financing for U.S. and international acquisitions. He has advised public and private companies in connection with mergers, acquisitions, dispositions and complex commercial agreements, including joint ventures, minority investments, supply agreements, strategic collaborations and licensing transactions.
Mr. Arnold is a frequent speaker and author on legal developments impacting the areas of corporate governance and ESG. He has moderated or spoken on panels hosted by the American Bar Association, the University of Delaware’s Weinberg Center for Corporate Governance, the American College of Governance Counsel and the Council of Institutional Investors, among others, and at events such as TechGC’s Global Summit, the Florida Bar Association’s Federal Securities Institute and Northwestern Pritzker School of Law’s Ray Garrett / Corporate Counsel Institute and Securities Regulation Institute. His writings on corporate governance‑related topics have been published by outlets including the Harvard Law School Forum on Corporate Governance, Columbia Law School’s Blue Sky Blog and Wolters Kluwer’s Insights: The Corporate & Securities Law Advisor. Mr. Arnold currently serves as Co‑Chair of the American Bar Association’s ESG Subcommittee, a joint subcommittee of the Corporate Governance Committee and Federal Regulation of Securities Committee in the Section of Business Law, and served as Co‑Chair of the drafting committee for the Federal Regulation of Securities Committee in their comment letter on the SEC’s climate change disclosure rulemaking proposal.
Mr. Arnold has been named to the Lawdragon Green 500: Leaders in Environmental Law list, which recognizes lawyers for their advice on corporate governance, environmental transactions and ESG matters, and the Lawdragon 500 X – The Next Generation list for the fields of Corporate Governance and ESG. He received Euromoney Legal Media Group’s 2022 Americas Rising Star Award for “Best in Corporate Governance.”
Mr. Arnold was raised in Longmont, Colorado. He received a B.A. with general honors from the University of Chicago in 2010 and a J.D. from Columbia Law School in 2013, where he was a Harlan Fiske Stone Scholar.
Mr. Arnold joined Cravath in 2013 and was elected a partner in 2020. He worked in the Firm’s London office in 2017 and 2018.
American Bar Association
International Bar Association
Society for Corporate Governance
Americas Rising Star Awards - Best in Corporate Governance, Euromoney Legal Media Group (2022)
Lawdragon
Deals & Cases
September 01, 2023
Cravath represented Robinhood Markets, Inc. (“Robinhood”) in its Share Purchase Agreement (the “Share Purchase Agreement”) with the United States Marshals Service (the “USMS”), acting for and on behalf of the United States, pursuant to which Robinhood agreed to purchase 55,273,469 shares of the company’s Class A common stock (the “Shares”) from the USMS for an aggregate purchase price of $605,694,411.59, or approximately $10.96 per share. The transaction closed on August 31, 2023.
Deals & Cases
August 04, 2023
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
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
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
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
September 07, 2023
On September 7, 2023, Cravath partner Michael L. Arnold participated in the American Bar Association’s 2023 Business Law Section Fall Meeting, which was held from September 7‑9, 2023, virtually and in Chicago, IL. Michael co‑chaired a panel entitled “Global ESG Legislation and Regulation Affecting American Companies,” which reviewed some of the most significant international ESG developments that could impact American companies, including those stemming from Europe, Canada and with the International Financial Reporting Standards Foundation, and how U.S. companies with international operations can be prepared.
Activities & Publications
August 02, 2023
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
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
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
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.
Michael L. Arnold is a member of the Corporate Governance and Board Advisory practice. Mr. Arnold counsels clients with respect to their most sensitive and highest‑risk matters, advising boards of directors and senior management on a broad range of corporate governance, public reporting, disclosure and compliance matters, including in connection with restatements and other financial crises, as well as cybersecurity incidents. He also advises companies on matters relating to Environmental, Social and Governance (ESG) issues, particularly with respect to investor engagement, ESG shareholder proposals and activism, voluntary and mandatory ESG reporting and ESG‑related governance processes.
Mr. Arnold’s sophisticated understanding and insights into legal and business risks are derived from his broad experience across multiple corporate practices, including capital markets and mergers and acquisitions. Mr. Arnold has represented corporate clients and major financial institutions in public and private offerings of equity and debt, including initial public offerings and first‑time issuances, as well as in arranging financing for U.S. and international acquisitions. He has advised public and private companies in connection with mergers, acquisitions, dispositions and complex commercial agreements, including joint ventures, minority investments, supply agreements, strategic collaborations and licensing transactions.
Mr. Arnold is a frequent speaker and author on legal developments impacting the areas of corporate governance and ESG. He has moderated or spoken on panels hosted by the American Bar Association, the University of Delaware’s Weinberg Center for Corporate Governance, the American College of Governance Counsel and the Council of Institutional Investors, among others, and at events such as TechGC’s Global Summit, the Florida Bar Association’s Federal Securities Institute and Northwestern Pritzker School of Law’s Ray Garrett / Corporate Counsel Institute and Securities Regulation Institute. His writings on corporate governance‑related topics have been published by outlets including the Harvard Law School Forum on Corporate Governance, Columbia Law School’s Blue Sky Blog and Wolters Kluwer’s Insights: The Corporate & Securities Law Advisor. Mr. Arnold currently serves as Co‑Chair of the American Bar Association’s ESG Subcommittee, a joint subcommittee of the Corporate Governance Committee and Federal Regulation of Securities Committee in the Section of Business Law, and served as Co‑Chair of the drafting committee for the Federal Regulation of Securities Committee in their comment letter on the SEC’s climate change disclosure rulemaking proposal.
Mr. Arnold has been named to the Lawdragon Green 500: Leaders in Environmental Law list, which recognizes lawyers for their advice on corporate governance, environmental transactions and ESG matters, and the Lawdragon 500 X – The Next Generation list for the fields of Corporate Governance and ESG. He received Euromoney Legal Media Group’s 2022 Americas Rising Star Award for “Best in Corporate Governance.”
Mr. Arnold was raised in Longmont, Colorado. He received a B.A. with general honors from the University of Chicago in 2010 and a J.D. from Columbia Law School in 2013, where he was a Harlan Fiske Stone Scholar.
Mr. Arnold joined Cravath in 2013 and was elected a partner in 2020. He worked in the Firm’s London office in 2017 and 2018.
Mr. Arnold’s sophisticated understanding and insights into legal and business risks are derived from his broad experience across multiple corporate practices, including capital markets and mergers and acquisitions. Mr. Arnold has represented corporate clients and major financial institutions in public and private offerings of equity and debt, including initial public offerings and first‑time issuances, as well as in arranging financing for U.S. and international acquisitions. He has advised public and private companies in connection with mergers, acquisitions, dispositions and complex commercial agreements, including joint ventures, minority investments, supply agreements, strategic collaborations and licensing transactions.
Mr. Arnold is a frequent speaker and author on legal developments impacting the areas of corporate governance and ESG. He has moderated or spoken on panels hosted by the American Bar Association, the University of Delaware’s Weinberg Center for Corporate Governance, the American College of Governance Counsel and the Council of Institutional Investors, among others, and at events such as TechGC’s Global Summit, the Florida Bar Association’s Federal Securities Institute and Northwestern Pritzker School of Law’s Ray Garrett / Corporate Counsel Institute and Securities Regulation Institute. His writings on corporate governance‑related topics have been published by outlets including the Harvard Law School Forum on Corporate Governance, Columbia Law School’s Blue Sky Blog and Wolters Kluwer’s Insights: The Corporate & Securities Law Advisor. Mr. Arnold currently serves as Co‑Chair of the American Bar Association’s ESG Subcommittee, a joint subcommittee of the Corporate Governance Committee and Federal Regulation of Securities Committee in the Section of Business Law, and served as Co‑Chair of the drafting committee for the Federal Regulation of Securities Committee in their comment letter on the SEC’s climate change disclosure rulemaking proposal.
Mr. Arnold has been named to the Lawdragon Green 500: Leaders in Environmental Law list, which recognizes lawyers for their advice on corporate governance, environmental transactions and ESG matters, and the Lawdragon 500 X – The Next Generation list for the fields of Corporate Governance and ESG. He received Euromoney Legal Media Group’s 2022 Americas Rising Star Award for “Best in Corporate Governance.”
Mr. Arnold was raised in Longmont, Colorado. He received a B.A. with general honors from the University of Chicago in 2010 and a J.D. from Columbia Law School in 2013, where he was a Harlan Fiske Stone Scholar.
Mr. Arnold joined Cravath in 2013 and was elected a partner in 2020. He worked in the Firm’s London office in 2017 and 2018.
American Bar Association
International Bar Association
Society for Corporate Governance
Americas Rising Star Awards - Best in Corporate Governance, Euromoney Legal Media Group (2022)
Lawdragon
Deals & Cases
September 01, 2023
Cravath represented Robinhood Markets, Inc. (“Robinhood”) in its Share Purchase Agreement (the “Share Purchase Agreement”) with the United States Marshals Service (the “USMS”), acting for and on behalf of the United States, pursuant to which Robinhood agreed to purchase 55,273,469 shares of the company’s Class A common stock (the “Shares”) from the USMS for an aggregate purchase price of $605,694,411.59, or approximately $10.96 per share. The transaction closed on August 31, 2023.
Deals & Cases
August 04, 2023
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
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
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
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
September 07, 2023
On September 7, 2023, Cravath partner Michael L. Arnold participated in the American Bar Association’s 2023 Business Law Section Fall Meeting, which was held from September 7‑9, 2023, virtually and in Chicago, IL. Michael co‑chaired a panel entitled “Global ESG Legislation and Regulation Affecting American Companies,” which reviewed some of the most significant international ESG developments that could impact American companies, including those stemming from Europe, Canada and with the International Financial Reporting Standards Foundation, and how U.S. companies with international operations can be prepared.
Activities & Publications
August 02, 2023
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
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
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
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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