Michael L.
Arnold

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.