Corporate Governance and Board Advisory

On October 1, 2025, global agricultural technology leader Corteva announced that its Board of Directors has unanimously approved a plan to separate the company into two independent, publicly traded companies, one comprising its current Crop Protection business (“New Corteva”) and the other comprising its current Seed business (“SpinCo”). 2025 net sales attributable to New Corteva are estimated to total $7.8 billion, representing 44% of net sales for Corteva; 2025 net sales attributable to SpinCo are estimated to total $9.9 billion, representing 56% of net sales for Corteva. The separation is expected to be effected through a spin‑off of SpinCo that is intended to qualify as a tax‑free transaction for U.S. federal tax purposes to Corteva shareholders. Cravath is representing Corteva in connection with the transaction.

On September 30, 2025, TXSE Group Inc (“TXSE Group”) announced that the U.S. Securities and Exchange Commission (“SEC”) has formally approved the Texas Stock Exchange’s Form 1 registration to operate as a national securities exchange. Cravath represented TXSE Group in connection with this matter. 

On August 29, 2025, PepsiCo, Inc. (“PepsiCo”) and Celsius Holdings, Inc. (“Celsius Holdings”) announced an agreement to strengthen their long-term strategic partnership. As part of the agreement, (i) Celsius Holdings’ Alani Nu brand will move to the PepsiCo distribution system in the U.S. and Canada, (ii) PepsiCo has acquired $585 million in newly issued convertible 5% preferred stock while extending its existing preferred stock to the same conversion period and (iii) Celsius Holdings has acquired the Rockstar Energy brand in the U.S. and Canada from PepsiCo. PepsiCo will continue to own the Rockstar brand internationally. Celsius Holdings will become the strategic energy lead in the U.S., managing the Celsius, Alani Nu and Rockstar Energy brands, while PepsiCo will lead distribution for the Celsius Holdings portfolio in the U.S. and Canada. Cravath is representing PepsiCo in connection with the transaction.

On August 7, 2025, Paramount Global and Skydance Media (“Skydance”) announced the completion of their merger, creating a standalone global media and entertainment company, Paramount, a Skydance Corporation (“Paramount”). Paramount Class B shares will begin trading today on the Nasdaq Stock Market LLC under “PSKY.” Cravath represented the Paramount Special Committee in connection with the transaction.

Cravath represented Circle Internet Financial, LLC on SEC regulatory matters concerning the non‑applicability of securities laws to payment stablecoins, concurrent with Circle Internet Group Inc.’s initial public offering.

On October 8, 2025, Cravath partner Paul H. Zumbro participated in Columbia Law School and Turnaround Management Association Brazil’s 2025 Restructuring Conference, which was held from October 8-10 at Columbia Law School. The conference gathered attorneys, investors and Columbia faculty to discuss the latest developments in out-of-court restructuring and bankruptcy practices, both in the U.S. and abroad, and pressing issues in corporate restructuring. Paul spoke during a session entitled “Liability Management, Corporate Governance, and Out-of-Court Workouts,” which covered topics including financial distress and liability management exercises.

On October 6, 2025, Cravath partner Elad Roisman participated in the 2025 Blockchain Regulatory Symposium, hosted by Fordham Law School in New York City. The symposium provided a platform for discussions on a range of topics, including the tension between innovation and regulation in the U.S. and globally. Elad spoke on a panel entitled “Wall Street Meets Crypto... on Wall Street,” which brought together leading corporate, capital markets and M&A practitioners to discuss key considerations as crypto companies begin transitioning from private market launchpads to public markets and what comes next.

On September 18, 2025, Cravath partner Elad Roisman participated in the SEC’s roundtable on the SEC’s trade‑through rule at the agency’s headquarters in Washington, D.C. The roundtable was meant to aid the SEC in understanding the role the rule has had in shaping today’s markets and inform the Commission in its future decisions including rulemakings. The panelists included representatives from the equity and options markets such as brokers, exchanges, asset managers as well as others. Elad moderated the panel entitled “Forward Thinking,” where panelists discussed what if any changes are needed to the rule and what would be the repercussions for any changes.

On September 19, 2025, Cravath partners Jennifer S. Leete and Michael L. Arnold participated in the ABA’s 2025 Business Law Section Fall Meeting in Toronto, Canada. Jennifer moderated a panel entitled “Cross‑Border Securities Investigations and Parallel Proceedings Litigation,” in which leading practitioners from the United States and Canada discussed important considerations for handling cross‑border securities matters in those jurisdictions. Michael moderated a session entitled “Dialogue with the Director,” during which he interviewed the Acting Director of the Division of Corporation Finance at the U.S. Securities and Exchange Commission.

On September 17, 2025, Cravath partner D. Scott Bennett participated in The L Suite’s 2025 General Counsel IPO Conference, which was held from September 16‑17 in San Francisco. The conference hosted general counsels and chief legal officers at early, growth and late‑stage private companies to discuss strategic insights and legal guidance for navigating the evolving IPO landscape, including market timing, raise sizing, managing late-stage investors, dual‑track and SPAC considerations and sector-specific momentum in areas like technology and AI. Scott co‑led a roundtable discussion entitled “Leading Through the Unknown: The GC’s Role in IPO‑Adjacent Crisis Management,” which explored how general counsels can proactively build crisis response into IPO planning, support the CEO and leadership team under pressure, maintain investor confidence and manage legal exposure when plans shift unexpectedly.