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 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. 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 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. 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.
Education
-
J.D., 2013, Columbia Law SchoolHarlan Fiske Stone Scholar
-
B.A., 2010, University of ChicagoGeneral Honors
Admitted In
- New York
Professional Affiliations
American Bar Association
- Corporate Governance Committee, Section of Business Law
- Federal Regulation of Securities Committee, Section of Business Law
- Co-Chair of the ESG Subcommittee (Joint Subcommittee of the Corporate Governance Committee and Federal Regulation of Securities Committee), Section of Business Law
- Law and Accounting Committee, Section of Business Law
International Bar Association
- Corporate and M&A Law Committee
Organizations
Society for Corporate Governance
Rankings
Americas Rising Star Awards - Best in Corporate Governance, Euromoney Legal Media Group (2022)
Lawdragon
- Green 500: Leaders in Environmental Law (2022)
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.
Deals & Cases
February 14, 2023
Disney’s Successful Proxy Contest With Trian Fund
On February 9, 2023, The Walt Disney Company (“Disney”) issued a statement in response to Nelson Peltz’s announcement that Trian Fund is no longer pursuing a proxy contest at Disney. Cravath represented Disney in connection with this matter.
Deals & Cases
October 20, 2022
BDT’s Combination with MSD
On October 20, 2022, BDT & Company Holdings, L.P. (“BDT”) and MSD Partners, L.P. (“MSD”) announced that they have entered into a definitive business combination agreement under which they will create an advisory and investment firm serving the distinct needs of family‑ and founder‑led business owners and strategic, long‑term investors. The combination will unite BDT, a merchant bank that provides advice and long‑term capital through its affiliated funds, and MSD, a long‑term oriented investment firm. Cravath is representing BDT in connection with the transaction.
Deals & Cases
August 04, 2022
Atlas Air’s $5.2 Billion Acquisition by An Investor Group Led by Apollo
On August 4, 2022, Atlas Air, a leading global provider of outsourced aircraft and aviation operating services, announced that it has entered into a definitive agreement to be acquired by an investor group led by funds managed by affiliates of Apollo together with investment affiliates of J.F. Lehman & Company and Hill City Capital in an all‑cash transaction with an enterprise valuation of approximately $5.2 billion. Cravath is representing Atlas Air in connection with the transaction.
Activities & Publications
May 18, 2023
Matthew Morreale and Michael Arnold Author Q&A on the SEC’s Proposed Climate Disclosure Rule and 10‑K Filings for Watershed
On May 11, 2023, enterprise climate platform Watershed published a Q&A on its blog authored by Cravath partners Matthew Morreale and Michael L. Arnold entitled “Ask a lawyer: What does the SEC’s climate rule mean for 10‑K filings?” The Q&A examines how the SEC’s proposed climate disclosure rule could impact domestic public companies’ annual Form 10‑K processes, which requirements will be the most challenging for those companies to comply with and why it’s important for companies to start preparing now.
Activities & Publications
May 02, 2023
Jelena McWilliams, Michael Arnold and Matthew Bobby Speak at the American Bar Association’s 2023 Business Law Spring Meeting
Cravath partners Jelena McWilliams, Michael L. Arnold and Matthew J. Bobby spoke at the American Bar Association’s 2023 Business Law Section Hybrid Spring Meeting, which was held from April 27‑29, 2023 in Seattle, WA.
Activities & Publications
April 21, 2023
Elad Roisman and Michael Arnold Speak at the Mortgage Bankers Association’s 2023 National Advocacy Conference
On April 19, 2023, Cravath partners Elad Roisman and Michael L. Arnold participated in the Mortgage Bankers Association’s National Advocacy Conference in Washington, D.C. from April 18-19, 2023. Elad and Michael spoke to MBA's Commercial/Multifamily members during a session entitled “ESG & Other Upcoming SEC Actions,” which examined upcoming SEC climate disclosure rules and the potential direction the SEC is heading on ESG and commercial real estate lending issues.
Activities & Publications
April 17, 2023
SEC Continues to Focus on Non‑GAAP Measures
On April 12, 2023, Cravath prepared a memo for its clients entitled “SEC Continues To Focus on Non‑GAAP Measures: Updated SEC Staff Guidance and Recent Enforcement Action.” The memo examines the U.S. Securities and Exchange Commission’s continued focus on disclosure controls and procedures related to non‑GAAP financial measures. The memo outlines new and revised Compliance and Disclosure Interpretations and a recent enforcement action taken against an issuer for making misleading disclosures of non‑GAAP measures over several reporting periods. The memo concludes that the recent trends indicate that the SEC and its staff expect heightened rigor and compliance with the rules around non‑GAAP measures, and provides recommendations for companies with respect to their presentation of and controls around non‑GAAP measures.
Activities & Publications
April 07, 2023
Cravath Attorneys Present on New Rules for 10b5‑1 Plans and Insider Trading‑Related Disclosures at Texas General Counsel Forum Program
On April 5, 2023, Cravath partner Michael L. Arnold and of counsels William D. Podurgiel and Lisa M. Kohl conducted a virtual program for members of the Texas General Counsel Forum entitled “Navigating the New Rules for 10b5‑1 Plans and Insider Trading Related Disclosures.” The program examined the U.S. Securities and Exchange Commission’s recently adopted final rules related to Rule 10b5‑1 that limit the availability of the affirmative defense and include new disclosure requirements related to public companies’ insider trading policies. The program also described emerging best practices in insider trading policies.
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 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. 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 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. 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.
Education
-
J.D., 2013, Columbia Law SchoolHarlan Fiske Stone Scholar
-
B.A., 2010, University of ChicagoGeneral Honors
Admitted In
- New York
Professional Affiliations
American Bar Association
- Corporate Governance Committee, Section of Business Law
- Federal Regulation of Securities Committee, Section of Business Law
- Co-Chair of the ESG Subcommittee (Joint Subcommittee of the Corporate Governance Committee and Federal Regulation of Securities Committee), Section of Business Law
- Law and Accounting Committee, Section of Business Law
International Bar Association
- Corporate and M&A Law Committee
Organizations
Society for Corporate Governance
Rankings
Americas Rising Star Awards - Best in Corporate Governance, Euromoney Legal Media Group (2022)
Lawdragon
- Green 500: Leaders in Environmental Law (2022)
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.
Deals & Cases
February 14, 2023
Disney’s Successful Proxy Contest With Trian Fund
On February 9, 2023, The Walt Disney Company (“Disney”) issued a statement in response to Nelson Peltz’s announcement that Trian Fund is no longer pursuing a proxy contest at Disney. Cravath represented Disney in connection with this matter.
Deals & Cases
October 20, 2022
BDT’s Combination with MSD
On October 20, 2022, BDT & Company Holdings, L.P. (“BDT”) and MSD Partners, L.P. (“MSD”) announced that they have entered into a definitive business combination agreement under which they will create an advisory and investment firm serving the distinct needs of family‑ and founder‑led business owners and strategic, long‑term investors. The combination will unite BDT, a merchant bank that provides advice and long‑term capital through its affiliated funds, and MSD, a long‑term oriented investment firm. Cravath is representing BDT in connection with the transaction.
Deals & Cases
August 04, 2022
Atlas Air’s $5.2 Billion Acquisition by An Investor Group Led by Apollo
On August 4, 2022, Atlas Air, a leading global provider of outsourced aircraft and aviation operating services, announced that it has entered into a definitive agreement to be acquired by an investor group led by funds managed by affiliates of Apollo together with investment affiliates of J.F. Lehman & Company and Hill City Capital in an all‑cash transaction with an enterprise valuation of approximately $5.2 billion. Cravath is representing Atlas Air in connection with the transaction.
Activities & Publications
May 18, 2023
Matthew Morreale and Michael Arnold Author Q&A on the SEC’s Proposed Climate Disclosure Rule and 10‑K Filings for Watershed
On May 11, 2023, enterprise climate platform Watershed published a Q&A on its blog authored by Cravath partners Matthew Morreale and Michael L. Arnold entitled “Ask a lawyer: What does the SEC’s climate rule mean for 10‑K filings?” The Q&A examines how the SEC’s proposed climate disclosure rule could impact domestic public companies’ annual Form 10‑K processes, which requirements will be the most challenging for those companies to comply with and why it’s important for companies to start preparing now.
Activities & Publications
May 02, 2023
Jelena McWilliams, Michael Arnold and Matthew Bobby Speak at the American Bar Association’s 2023 Business Law Spring Meeting
Cravath partners Jelena McWilliams, Michael L. Arnold and Matthew J. Bobby spoke at the American Bar Association’s 2023 Business Law Section Hybrid Spring Meeting, which was held from April 27‑29, 2023 in Seattle, WA.
Activities & Publications
April 21, 2023
Elad Roisman and Michael Arnold Speak at the Mortgage Bankers Association’s 2023 National Advocacy Conference
On April 19, 2023, Cravath partners Elad Roisman and Michael L. Arnold participated in the Mortgage Bankers Association’s National Advocacy Conference in Washington, D.C. from April 18-19, 2023. Elad and Michael spoke to MBA's Commercial/Multifamily members during a session entitled “ESG & Other Upcoming SEC Actions,” which examined upcoming SEC climate disclosure rules and the potential direction the SEC is heading on ESG and commercial real estate lending issues.
Activities & Publications
April 17, 2023
SEC Continues to Focus on Non‑GAAP Measures
On April 12, 2023, Cravath prepared a memo for its clients entitled “SEC Continues To Focus on Non‑GAAP Measures: Updated SEC Staff Guidance and Recent Enforcement Action.” The memo examines the U.S. Securities and Exchange Commission’s continued focus on disclosure controls and procedures related to non‑GAAP financial measures. The memo outlines new and revised Compliance and Disclosure Interpretations and a recent enforcement action taken against an issuer for making misleading disclosures of non‑GAAP measures over several reporting periods. The memo concludes that the recent trends indicate that the SEC and its staff expect heightened rigor and compliance with the rules around non‑GAAP measures, and provides recommendations for companies with respect to their presentation of and controls around non‑GAAP measures.
Activities & Publications
April 07, 2023
Cravath Attorneys Present on New Rules for 10b5‑1 Plans and Insider Trading‑Related Disclosures at Texas General Counsel Forum Program
On April 5, 2023, Cravath partner Michael L. Arnold and of counsels William D. Podurgiel and Lisa M. Kohl conducted a virtual program for members of the Texas General Counsel Forum entitled “Navigating the New Rules for 10b5‑1 Plans and Insider Trading Related Disclosures.” The program examined the U.S. Securities and Exchange Commission’s recently adopted final rules related to Rule 10b5‑1 that limit the availability of the affirmative defense and include new disclosure requirements related to public companies’ insider trading policies. The program also described emerging best practices in insider trading policies.
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