Cravath Publishes Winter 2026 Issue of Alumni Journal
Corporate Governance and Board Advisory
Boards of directors and senior management regularly call upon Cravath’s highly regarded and sophisticated securities regulatory team in connection with their most sensitive matters. These engagements range from prospective counseling on risk management, disclosure or other compliance matters, including cybersecurity risk management and incident response, to guiding companies through restatement of their financial statements, to fact‑finding exercises with respect to potential violations of laws or regulations or shareholder demands, and to managing the client’s responses to investigations and enforcement actions by the SEC and other governmental authorities and related private litigation. For its acclaimed performance and reputation, Cravath has been ranked a top‑tier New York firm for corporate governance by Best Lawyers Best Law Firms for over a decade.
Cravath’s dedicated team of litigation and corporate partners includes lawyers who have spent portions of their careers at the Securities and Exchange Commission (“SEC”), the U.S. Department of Justice (“DOJ”), the Federal Trade Commission (“FTC”) and the U.S. Attorney’s Offices for the Southern and Eastern Districts of New York. Our lawyers bring their experiences to bear in representing clients in investigations by those regulators and prosecutors, accounting and executive compensation issues, shareholder demands and derivative litigation, proxy contests and many other situations involving difficult governance issues. Not every engagement will require that all these skills be brought to bear, but our clients benefit from having a single advisor who can quickly understand and manage all the interrelated elements of a complex situation. In situations that require independent counsel to advise the client’s outside directors, our lawyers are committed to working cooperatively and constructively with management to minimize the disruption and inefficiencies that can otherwise result when outside lawyers are brought in to work directly with board members.
Cravath’s work in this area, most of which is not publicly disclosed, covers a wide variety of issues and clients. Recent matters have involved a broad range of potential accounting problems, auditor and director independence issues, Foreign Corrupt Practices Act (“FCPA”) issues, suspected violations of Medicaid, FDA and bank regulations, restrictions on trading with the enemy, insider trading, and advising several special committees of boards considering shareholder allegations of excessive executive compensation. We are also actively engaged in assisting clients in their efforts to review and revamp their risk management and executive compensation policies, internal controls, shareholder communications and other important corporate governance functions.
We regularly advise clients in connection with SEC and stock exchange compliance and have extensive experience advising senior management and boards when a crisis arises. Our representations include:
- Assisting senior management and the board in fulfilling their respective duties while benefiting from all available legal protections;
- Responding to and negotiating with all the branches of the SEC and with other enforcement agencies (such as U.S. Attorneys, the DOJ and state attorneys general);
- Working with the client’s independent auditor and audit committee to resolve potential accounting issues;
- Handling disclosure in a manner that is both responsive to applicable legal requirements and sensitive to the concerns of investors, employees and the media;
- Conducting internal investigations to determine relevant facts quickly and accurately;
- Working with existing and potential financing sources; and
- Handling any civil litigation that may arise in these cases.
Our advisory clients range in size from Fortune 1000 to Fortune 10, are distributed across all industries and all regions of the world and include both regular, long‑time clients of the Firm, with whom we have broad relationships, and others who have come to us for the first time to handle a specific issue or situation. Whether large or small, new or old, every client receives the full attention of an experienced Cravath team that is dedicated to helping the client solve its most important and demanding problems.
Cravath’s dedicated team of litigation and corporate partners includes lawyers who have spent portions of their careers at the Securities and Exchange Commission (“SEC”), the U.S. Department of Justice (“DOJ”), the Federal Trade Commission (“FTC”) and the U.S. Attorney’s Offices for the Southern and Eastern Districts of New York. Our lawyers bring their experiences to bear in representing clients in investigations by those regulators and prosecutors, accounting and executive compensation issues, shareholder demands and derivative litigation, proxy contests and many other situations involving difficult governance issues. Not every engagement will require that all these skills be brought to bear, but our clients benefit from having a single advisor who can quickly understand and manage all the interrelated elements of a complex situation. In situations that require independent counsel to advise the client’s outside directors, our lawyers are committed to working cooperatively and constructively with management to minimize the disruption and inefficiencies that can otherwise result when outside lawyers are brought in to work directly with board members.
Cravath’s work in this area, most of which is not publicly disclosed, covers a wide variety of issues and clients. Recent matters have involved a broad range of potential accounting problems, auditor and director independence issues, Foreign Corrupt Practices Act (“FCPA”) issues, suspected violations of Medicaid, FDA and bank regulations, restrictions on trading with the enemy, insider trading, and advising several special committees of boards considering shareholder allegations of excessive executive compensation. We are also actively engaged in assisting clients in their efforts to review and revamp their risk management and executive compensation policies, internal controls, shareholder communications and other important corporate governance functions.
We regularly advise clients in connection with SEC and stock exchange compliance and have extensive experience advising senior management and boards when a crisis arises. Our representations include:
- Assisting senior management and the board in fulfilling their respective duties while benefiting from all available legal protections;
- Responding to and negotiating with all the branches of the SEC and with other enforcement agencies (such as U.S. Attorneys, the DOJ and state attorneys general);
- Working with the client’s independent auditor and audit committee to resolve potential accounting issues;
- Handling disclosure in a manner that is both responsive to applicable legal requirements and sensitive to the concerns of investors, employees and the media;
- Conducting internal investigations to determine relevant facts quickly and accurately;
- Working with existing and potential financing sources; and
- Handling any civil litigation that may arise in these cases.
Our advisory clients range in size from Fortune 1000 to Fortune 10, are distributed across all industries and all regions of the world and include both regular, long‑time clients of the Firm, with whom we have broad relationships, and others who have come to us for the first time to handle a specific issue or situation. Whether large or small, new or old, every client receives the full attention of an experienced Cravath team that is dedicated to helping the client solve its most important and demanding problems.
Deals & Cases
April 02, 2026
HMH’s IPO
Cravath represented Akastor ASA in connection with its indirect 50% owned affiliate HMH Holding Inc.’s initial public offering of 10,520,000 shares of its Class A common stock at $20.00 per share. The shares began trading on The Nasdaq Global Select Market on April 1, 2026, under the ticker symbol “HMH.” The transaction closed on April 2, 2026.
Deals & Cases
February 28, 2026
Paramount’s $110 Billion Acquisition of Warner Bros. Discovery, Inc.
On February 27, 2026, Paramount Skydance Corporation (“Paramount”) and Warner Bros. Discovery, Inc. ("WBD") announced they have entered into a definitive merger agreement under which Paramount will acquire WBD. Under the terms of the agreement, Paramount will pay $31.00 per share in cash for all outstanding shares of WBD. The transaction values WBD at an enterprise value of $110 billion, and has been unanimously approved by the Boards of Directors of both companies. Cravath is representing Paramount in connection with the transaction.
Deals & Cases
February 24, 2026
ADT’s Acquisition of Origin
On February 24, 2026, ADT, a leading provider of security, interactive and smart home solutions serving residential and small business customers in the U.S., announced it has acquired Origin Wireless, Inc. (“Origin”), bringing Origin’s AI sensing platform and related intellectual property into the ADT ecosystem. The purchase price for the transaction was $170 million in cash, subject to customary purchase price adjustments. Cravath is representing ADT in connection with the transaction.
Deals & Cases
December 09, 2025
Paramount’s $108.4 Billion All‑Cash Tender Offer to Acquire Warner Bros. Discovery, Inc.
On December 8, 2025, Paramount, a Skydance Corporation (“Paramount”), announced it has commenced an all-cash tender offer to acquire all of the outstanding shares of Warner Bros. Discovery, Inc. (“WBD”) for $30.00 per share in cash, equating to an enterprise value of $108.4 billion. Paramount’s proposed transaction is for the entirety of WBD, including the Global Networks segment. Cravath is representing Paramount in connection with the transaction.
Deals & Cases
November 18, 2025
Axalta’s $25 Billion Merger of Equals with AkzoNobel
On November 18, 2025, Axalta Coating Systems Ltd. (“Axalta”) and Akzo Nobel N.V. announced that they have entered into a definitive agreement to combine in an all‑stock merger of equals, creating a premier global coatings company with an enterprise value of approximately $25 billion. Cravath is representing Axalta in connection with the transaction.
Publications
May 22, 2026
Cravath Publishes Finance & Capital Markets Quarterly Review for Q1 2026
On May 22, 2026, Cravath published the latest edition of its Finance & Capital Markets Quarterly Review, which provides insight into practical points, key takeaways and relevant developments related to the bond, equity and loan markets and restructuring activity during the first quarter of 2026. Highlights from this edition include:
Publications
May 22, 2026
Cravath Publishes Quarterly Review on Q1 2026 Trends in M&A, Activism and Corporate Governance
On May 22, 2026, Cravath published the latest edition of its Quarterly Review, which provides insight into practical points, key takeaways and relevant developments across the M&A, activism, restructuring, regulatory and corporate governance landscape. This edition covers:
Publications
May 19, 2026
SEC Proposes Rule Amendments to Permit Optional Semiannual Reporting
On May 19, 2026, Cravath prepared a memo for its clients entitled “SEC Proposes Rule Amendments to Permit Optional Semiannual Reporting.” The memo examines the U.S. Securities and Exchange Commission’s recently proposed rule amendments that would allow SEC registrants required to file three quarterly reports per fiscal year under existing rules to elect to file a single semiannual report instead.
Activities
May 05, 2026
Elad Roisman Named to Washingtonian’s List of “Washington DC’s 500 Most Influential People of 2026”
On May 5, 2026, Cravath partner Elad Roisman was named to Washingtonian’s list of “Washington DC’s 500 Most Influential People of 2026,” which recognizes the “power players who work to understand and shape rapidly shifting priorities across the capital.” Elad was highlighted for his reputation and work in the Banking & Finance category. Elad, who is a member of Cravath’s Corporate Governance and Board Advisory Practice and Financial Institutions Group, as well as head of the Digital Assets Practice, also shared the best career advice he ever received: “Go into every meeting expecting to learn something new and be impressed.”
Activities
April 17, 2026
Bill Podurgiel Speaks at “CHROs as Business Leaders and Board Directors: The Path to the Boardroom” Program
On April 14, 2026, Cravath partner William D. Podurgiel participated in “CHROs as Business Leaders and Board Directors: The Path to the Boardroom,” a program hosted by Challenger, Gray & Christmas in Chicago. Bill spoke during a workshop entitled “The Legal and Regulatory Foundation of Corporate Governance,” which discussed director roles and accountabilities, board structure and operating rhythm, effective board dynamics and private vs. public boards.
Deals & Cases
April 02, 2026
HMH’s IPO
Cravath represented Akastor ASA in connection with its indirect 50% owned affiliate HMH Holding Inc.’s initial public offering of 10,520,000 shares of its Class A common stock at $20.00 per share. The shares began trading on The Nasdaq Global Select Market on April 1, 2026, under the ticker symbol “HMH.” The transaction closed on April 2, 2026.
Deals & Cases
February 28, 2026
Paramount’s $110 Billion Acquisition of Warner Bros. Discovery, Inc.
On February 27, 2026, Paramount Skydance Corporation (“Paramount”) and Warner Bros. Discovery, Inc. ("WBD") announced they have entered into a definitive merger agreement under which Paramount will acquire WBD. Under the terms of the agreement, Paramount will pay $31.00 per share in cash for all outstanding shares of WBD. The transaction values WBD at an enterprise value of $110 billion, and has been unanimously approved by the Boards of Directors of both companies. Cravath is representing Paramount in connection with the transaction.
Deals & Cases
February 24, 2026
ADT’s Acquisition of Origin
On February 24, 2026, ADT, a leading provider of security, interactive and smart home solutions serving residential and small business customers in the U.S., announced it has acquired Origin Wireless, Inc. (“Origin”), bringing Origin’s AI sensing platform and related intellectual property into the ADT ecosystem. The purchase price for the transaction was $170 million in cash, subject to customary purchase price adjustments. Cravath is representing ADT in connection with the transaction.
Deals & Cases
December 09, 2025
Paramount’s $108.4 Billion All‑Cash Tender Offer to Acquire Warner Bros. Discovery, Inc.
On December 8, 2025, Paramount, a Skydance Corporation (“Paramount”), announced it has commenced an all-cash tender offer to acquire all of the outstanding shares of Warner Bros. Discovery, Inc. (“WBD”) for $30.00 per share in cash, equating to an enterprise value of $108.4 billion. Paramount’s proposed transaction is for the entirety of WBD, including the Global Networks segment. Cravath is representing Paramount in connection with the transaction.
Deals & Cases
November 18, 2025
Axalta’s $25 Billion Merger of Equals with AkzoNobel
On November 18, 2025, Axalta Coating Systems Ltd. (“Axalta”) and Akzo Nobel N.V. announced that they have entered into a definitive agreement to combine in an all‑stock merger of equals, creating a premier global coatings company with an enterprise value of approximately $25 billion. Cravath is representing Axalta in connection with the transaction.
Publications
May 22, 2026
Cravath Publishes Finance & Capital Markets Quarterly Review for Q1 2026
On May 22, 2026, Cravath published the latest edition of its Finance & Capital Markets Quarterly Review, which provides insight into practical points, key takeaways and relevant developments related to the bond, equity and loan markets and restructuring activity during the first quarter of 2026. Highlights from this edition include:
Publications
May 22, 2026
Cravath Publishes Quarterly Review on Q1 2026 Trends in M&A, Activism and Corporate Governance
On May 22, 2026, Cravath published the latest edition of its Quarterly Review, which provides insight into practical points, key takeaways and relevant developments across the M&A, activism, restructuring, regulatory and corporate governance landscape. This edition covers:
Publications
May 19, 2026
SEC Proposes Rule Amendments to Permit Optional Semiannual Reporting
On May 19, 2026, Cravath prepared a memo for its clients entitled “SEC Proposes Rule Amendments to Permit Optional Semiannual Reporting.” The memo examines the U.S. Securities and Exchange Commission’s recently proposed rule amendments that would allow SEC registrants required to file three quarterly reports per fiscal year under existing rules to elect to file a single semiannual report instead.
Activities
May 05, 2026
Elad Roisman Named to Washingtonian’s List of “Washington DC’s 500 Most Influential People of 2026”
On May 5, 2026, Cravath partner Elad Roisman was named to Washingtonian’s list of “Washington DC’s 500 Most Influential People of 2026,” which recognizes the “power players who work to understand and shape rapidly shifting priorities across the capital.” Elad was highlighted for his reputation and work in the Banking & Finance category. Elad, who is a member of Cravath’s Corporate Governance and Board Advisory Practice and Financial Institutions Group, as well as head of the Digital Assets Practice, also shared the best career advice he ever received: “Go into every meeting expecting to learn something new and be impressed.”
Activities
April 17, 2026
Bill Podurgiel Speaks at “CHROs as Business Leaders and Board Directors: The Path to the Boardroom” Program
On April 14, 2026, Cravath partner William D. Podurgiel participated in “CHROs as Business Leaders and Board Directors: The Path to the Boardroom,” a program hosted by Challenger, Gray & Christmas in Chicago. Bill spoke during a workshop entitled “The Legal and Regulatory Foundation of Corporate Governance,” which discussed director roles and accountabilities, board structure and operating rhythm, effective board dynamics and private vs. public boards.
Cravath Bicentennial
Celebrating 200 years of partnership. In 2019, we celebrated our bicentennial. Our history mirrors that of our nation. Integral to our story is our culture.
Attorney Advertising. ©2026 Cravath, Swaine & Moore LLP.