Cravath’s London Office Moves to 100 Cheapside
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
November 03, 2025
Kenvue’s $48.7 Billion Acquisition by Kimberly‑Clark
On November 3, 2025, Kenvue Inc. (“Kenvue”), a global consumer health leader, and Kimberly‑Clark Corporation (“Kimberly‑Clark”), a global personal care leader, announced an agreement under which Kimberly‑Clark will acquire all of the outstanding shares of Kenvue common stock in a cash and stock transaction that values Kenvue at an enterprise value of approximately $48.7 billion, based on the closing price of Kimberly‑Clark common stock on October 31, 2025. Under the terms of the agreement, which has been unanimously approved by each company’s Board of Directors, Kenvue shareholders will receive $3.50 per share in cash as well as 0.14625 Kimberly‑Clark shares for each Kenvue share held at closing. Upon closing of the transaction, current Kenvue shareholders are expected to own approximately 46% and current Kimberly‑Clark shareholders are expected to own approximately 54% of the combined company on a fully diluted basis. Cravath is representing Kenvue in connection with the transaction.
Deals & Cases
October 20, 2025
Banco Sabadell’s Defense Against BBVA’s Takeover Bid
On October 17, 2025, Banco Sabadell announced that the public takeover bid launched by BBVA in May 2024 received support from only 25.47% of shareholders, and therefore lapsed as it failed to reach the minimum acceptance threshold required for completion. Banco Sabadell will continue as an independent bank. Cravath is representing Banco Sabadell as U.S. counsel in connection with this matter.
Deals & Cases
October 01, 2025
Corteva’s Planned Separation into Two Public Companies
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.
Deals & Cases
October 01, 2025
TXSE Group Secures SEC Approval of Texas Stock Exchange
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.
Deals & Cases
August 29, 2025
PepsiCo’s Strategic Partnership with Celsius Holdings
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.
Activities
November 13, 2025
John White Speaks at PLI’s 57th Annual Institute on Securities Regulation
On November 5, 2025, Cravath partner John W. White participated in the 57th Annual Institute on Securities Regulation, which was presented by the Practising Law Institute from November 5‑7 in New York. John first spoke on a panel entitled “Accounting and Auditing Developments,” which focused on new accounting standards, the SEC’s exploration of semi-annual reporting, PCAOB updates and best practices for interacting with the SEC staff on accounting matters. There followed a panel entitled “Corp Fin Hot Topics: What’s on the Agenda for the Division of Corporation Finance?,” during which John, who previously served as Director of the Division of Corporation Finance, joined other former senior SEC staff members in a lively discussion of Division priorities, rulemaking initiatives, new interpretive positions and what lies ahead for the Division in 2026.
Activities
November 12, 2025
Dan Haaren Chairs and Scott Bennett and Lisa Kohl Speak at PLI’s Securities Offerings 2025: A Public Offering From Start to Finish
On November 10, 2025, Cravath partners D. Scott Bennett and C. Daniel Haaren and of counsel Lisa M. Kohl participated in “Securities Offerings 2025: A Public Offering From Start to Finish,” a program presented by the Practising Law Institute in New York. The program simulated a public offering from start to finish. Dan chaired the program, delivered opening remarks and appeared on panels entitled “Underwriting Arrangements, Listing Process and FINRA Review,” which reviewed the underwriting and stock exchange listing processes and “Ethics, Due Diligence and the Offering Process,” which surveyed ethical issues that arise in the due diligence and offering processes and how to avoid them. Scott and Dan spoke together on a panel entitled “Introduction to the Law of Securities Offerings,” which reviewed the basic legal framework for registered public securities offerings. Together, Dan and Lisa appeared on panels entitled “Working Effectively with the SEC: Preparing Your Registration Statement,” which covered registration statement preparation and SEC review processes and “Financial and Accounting Disclosures in Offering Documents and Related Considerations,” in which panelists discussed financial disclosure and other offering documentation processes.
Activities
November 12, 2025
Elad Roisman Moderates Roundtable at Bloccelerate VC’s 2025 Founder Summit
On November 7, 2025, Cravath partner Elad Roisman participated in the fourth annual BCVC Founder Summit, which was hosted by Bloccelerate VC in New York. The event convened founders, CEOs, policymakers and industry leaders in digital asset, AI and other domains to discuss the most challenging problems in the space. Elad moderated a roundtable discussion with SEC Chair Paul Atkins.
Activities
November 10, 2025
Alyssa Caples, Nick Dorsey and Dan Cerqueira Speak at IBA’s 2025 Annual Conference
Cravath partners Alyssa K. Caples, Nicholas A. Dorsey and Daniel J. Cerqueira spoke at the International Bar Association’s 2025 Annual Conference, which was held November 2-7 in Toronto and convened legal professionals from across the globe.
Publications
November 10, 2025
Cravath Publishes Finance & Capital Markets Quarterly Review for Q3 2025
On November 10, 2025, 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 third quarter of 2025. Highlights from this edition include:
Deals & Cases
November 03, 2025
Kenvue’s $48.7 Billion Acquisition by Kimberly‑Clark
On November 3, 2025, Kenvue Inc. (“Kenvue”), a global consumer health leader, and Kimberly‑Clark Corporation (“Kimberly‑Clark”), a global personal care leader, announced an agreement under which Kimberly‑Clark will acquire all of the outstanding shares of Kenvue common stock in a cash and stock transaction that values Kenvue at an enterprise value of approximately $48.7 billion, based on the closing price of Kimberly‑Clark common stock on October 31, 2025. Under the terms of the agreement, which has been unanimously approved by each company’s Board of Directors, Kenvue shareholders will receive $3.50 per share in cash as well as 0.14625 Kimberly‑Clark shares for each Kenvue share held at closing. Upon closing of the transaction, current Kenvue shareholders are expected to own approximately 46% and current Kimberly‑Clark shareholders are expected to own approximately 54% of the combined company on a fully diluted basis. Cravath is representing Kenvue in connection with the transaction.
Deals & Cases
October 20, 2025
Banco Sabadell’s Defense Against BBVA’s Takeover Bid
On October 17, 2025, Banco Sabadell announced that the public takeover bid launched by BBVA in May 2024 received support from only 25.47% of shareholders, and therefore lapsed as it failed to reach the minimum acceptance threshold required for completion. Banco Sabadell will continue as an independent bank. Cravath is representing Banco Sabadell as U.S. counsel in connection with this matter.
Deals & Cases
October 01, 2025
Corteva’s Planned Separation into Two Public Companies
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.
Deals & Cases
October 01, 2025
TXSE Group Secures SEC Approval of Texas Stock Exchange
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.
Deals & Cases
August 29, 2025
PepsiCo’s Strategic Partnership with Celsius Holdings
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.
Activities
November 13, 2025
John White Speaks at PLI’s 57th Annual Institute on Securities Regulation
On November 5, 2025, Cravath partner John W. White participated in the 57th Annual Institute on Securities Regulation, which was presented by the Practising Law Institute from November 5‑7 in New York. John first spoke on a panel entitled “Accounting and Auditing Developments,” which focused on new accounting standards, the SEC’s exploration of semi-annual reporting, PCAOB updates and best practices for interacting with the SEC staff on accounting matters. There followed a panel entitled “Corp Fin Hot Topics: What’s on the Agenda for the Division of Corporation Finance?,” during which John, who previously served as Director of the Division of Corporation Finance, joined other former senior SEC staff members in a lively discussion of Division priorities, rulemaking initiatives, new interpretive positions and what lies ahead for the Division in 2026.
Activities
November 12, 2025
Dan Haaren Chairs and Scott Bennett and Lisa Kohl Speak at PLI’s Securities Offerings 2025: A Public Offering From Start to Finish
On November 10, 2025, Cravath partners D. Scott Bennett and C. Daniel Haaren and of counsel Lisa M. Kohl participated in “Securities Offerings 2025: A Public Offering From Start to Finish,” a program presented by the Practising Law Institute in New York. The program simulated a public offering from start to finish. Dan chaired the program, delivered opening remarks and appeared on panels entitled “Underwriting Arrangements, Listing Process and FINRA Review,” which reviewed the underwriting and stock exchange listing processes and “Ethics, Due Diligence and the Offering Process,” which surveyed ethical issues that arise in the due diligence and offering processes and how to avoid them. Scott and Dan spoke together on a panel entitled “Introduction to the Law of Securities Offerings,” which reviewed the basic legal framework for registered public securities offerings. Together, Dan and Lisa appeared on panels entitled “Working Effectively with the SEC: Preparing Your Registration Statement,” which covered registration statement preparation and SEC review processes and “Financial and Accounting Disclosures in Offering Documents and Related Considerations,” in which panelists discussed financial disclosure and other offering documentation processes.
Activities
November 12, 2025
Elad Roisman Moderates Roundtable at Bloccelerate VC’s 2025 Founder Summit
On November 7, 2025, Cravath partner Elad Roisman participated in the fourth annual BCVC Founder Summit, which was hosted by Bloccelerate VC in New York. The event convened founders, CEOs, policymakers and industry leaders in digital asset, AI and other domains to discuss the most challenging problems in the space. Elad moderated a roundtable discussion with SEC Chair Paul Atkins.
Activities
November 10, 2025
Alyssa Caples, Nick Dorsey and Dan Cerqueira Speak at IBA’s 2025 Annual Conference
Cravath partners Alyssa K. Caples, Nicholas A. Dorsey and Daniel J. Cerqueira spoke at the International Bar Association’s 2025 Annual Conference, which was held November 2-7 in Toronto and convened legal professionals from across the globe.
Publications
November 10, 2025
Cravath Publishes Finance & Capital Markets Quarterly Review for Q3 2025
On November 10, 2025, 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 third quarter of 2025. Highlights from this edition include:
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