Four Decades for Justice
Cravath’s Executive Compensation and Benefits Department advises U.S. and multinational clients in all aspects of compensation and benefits. Executive compensation and employee benefit issues are central concerns in most corporate transactions. Our lawyers are experienced at analyzing the corporate governance implications and legal and financial risks associated with compensation and benefit arrangements, as well as navigating interrelated securities law, disclosure, investor relations, tax, ERISA and accounting issues.
The compensation and benefit matters that arise in merger and acquisition transactions are the primary focus of the Department. Our lawyers negotiate key terms of acquisition agreements, develop executive succession arrangements and design and implement new compensation and benefit plans.
In addition to our transactional experience, our executive compensation and benefits lawyers work closely with our litigators to handle matters involving employment, employee benefits and ERISA issues, including in class action lawsuits that may be intertwined with securities and shareholder derivative cases. We have broad experience in disputes that involve employee noncompetition and nonsolicitation agreements, internal investigations of claims of executive misconduct, modifications of employee retirement and benefits agreements and whistleblower claims.
We also advise our clients in connection with the complexities of their ongoing compensation and benefits practices. We help prepare the executive compensation disclosure in annual proxy statements for public companies, including the CD&A and any management compensation proposals, such as say‑on‑pay and approval of new equity compensation plans. In addition, we counsel our clients on the increasingly important issue of investor relations, including the management of relations with corporate governance watchdogs such as ISS/Glass Lewis and major institutional shareholders, as well as in defense against activist shareholders. We are also frequently asked to represent CEOs and other senior executives and corporate clients in crafting individual employment and severance agreements.
Cravath has been consistently named a leading firm for executive compensation and benefits by numerous third‑party publications and has been twice named a Benefits Practice Group of the Year by Law360. Our lawyers regularly earn plaudits from their clients and peers in the market:
The compensation and benefit matters that arise in merger and acquisition transactions are the primary focus of the Department. Our lawyers negotiate key terms of acquisition agreements, develop executive succession arrangements and design and implement new compensation and benefit plans.
In addition to our transactional experience, our executive compensation and benefits lawyers work closely with our litigators to handle matters involving employment, employee benefits and ERISA issues, including in class action lawsuits that may be intertwined with securities and shareholder derivative cases. We have broad experience in disputes that involve employee noncompetition and nonsolicitation agreements, internal investigations of claims of executive misconduct, modifications of employee retirement and benefits agreements and whistleblower claims.
We also advise our clients in connection with the complexities of their ongoing compensation and benefits practices. We help prepare the executive compensation disclosure in annual proxy statements for public companies, including the CD&A and any management compensation proposals, such as say‑on‑pay and approval of new equity compensation plans. In addition, we counsel our clients on the increasingly important issue of investor relations, including the management of relations with corporate governance watchdogs such as ISS/Glass Lewis and major institutional shareholders, as well as in defense against activist shareholders. We are also frequently asked to represent CEOs and other senior executives and corporate clients in crafting individual employment and severance agreements.
Cravath has been consistently named a leading firm for executive compensation and benefits by numerous third‑party publications and has been twice named a Benefits Practice Group of the Year by Law360. Our lawyers regularly earn plaudits from their clients and peers in the market:
Deals & Cases
March 28, 2024
Cravath represented the initial purchasers in connection with the $500 million 144A/Reg. S high‑yield senior notes offering of Xerox Holdings Corporation, a workplace technology company that builds and integrates software and hardware. The transaction closed on March 20, 2024.
Deals & Cases
March 27, 2024
Cravath represented the initial purchasers in connection with the $400 million 144A convertible senior notes offering of Xerox Holdings Corporation, a workplace technology company that builds and integrates software and hardware, and the financial institution counterparties to a “capped call” transaction entered into by Xerox Holdings Corporation in connection with the offering. The transaction closed on March 11, 2024.
Deals & Cases
March 25, 2024
Cravath represented the initial purchasers in connection with the $1.1 billion high‑yield senior notes offering of United Rentals (North America), Inc., a subsidiary of United Rentals, Inc., the largest equipment rental company in the world at the time of the offering. The transaction closed on March 11, 2024.
Deals & Cases
March 25, 2024
Cravath represented the underwriters in connection with the $500 million registered senior notes offering of Westinghouse Air Brake Technologies Corporation, one of the world's largest providers of value‑added, technology‑based equipment, systems and services for the global passenger transit and freight rail industries. The transaction closed on March 11, 2024.
Deals & Cases
March 22, 2024
On March 21, 2024, ECN Capital Corp. (“ECN Capital”), a leading provider of business services to North American based banks, credit unions, life insurance companies, pension funds and institutional investors, announced the sale of Red Oak Inventory Finance (“Red Oak”) to BharCap Partners, a private investment firm. The transaction closed on February 21, 2024. Cravath represented ECN Capital in connection with the transaction.
Podcasts
March 12, 2024
Amanda Gold is a partner in the Executive Compensation and Benefits Department at Cravath. In the Season 7 premiere of On Tax, she and fellow Cravath partner and host Len Teti talk about beginning her legal career in Arizona and how she became interested in her current tax-adjacent practice. Amanda also discusses her decision to move to New York and join Cravath.
Activities & Publications
February 14, 2024
Cravath partners G.J. Ligelis Jr., Alyssa K. Caples, Christopher K. Fargo and Margaret T. Segall co‑authored the U.S. Law & Practice chapter of the fourth edition of Chambers “Investing In… 2024” Guide, which was published in January 2024. The guide, which is part of the publisher’s Global Practice Guides series, examines country‑specific legal issues that arise from foreign direct investment (“FDI”) and cross‑border transactions in the more than 30 jurisdictions covered. The U.S. Law & Practice chapter surveys the legal system and regulatory framework for FDI in the country, analyzing the economic climate, as well as considerations related to mergers and acquisitions, corporate governance, capital markets, antitrust, national security, tax, employment and intellectual property.
Activities & Publications
December 08, 2023
Cravath partners Jonathan J. Katz and Michael L. Arnold participated in the International Bar Association’s 8th Annual Corporate Governance Conference, which was held from December 7‑8, 2023, in Frankfurt, Germany.
Activities & Publications
November 13, 2023
On November 7, 2023, Cravath prepared a memo for its clients entitled “New York Passes Law Restricting Scope of Employee IP Assignment Agreements.” The memo examines the new Section 203-f of the New York Labor Law recently signed by Governor Hochul, which renders unenforceable assignment provisions with respect to certain inventions in employment agreements. The memo outlines what types of agreements the law renders unenforceable, its exceptions, the consequences of violating the law, notice requirements and next steps for employers to consider.
Accolades
September 25, 2023
On September 22, 2023, Cravath partners Eric W. Hilfers, Amanda Hines Gold, Jonathan J. Katz and Matthew J. Bobby were named to Lawdragon’s 2024 list of “500 Leading Corporate Employment Lawyers” in recognition of their work advising clients on executive compensation and benefits matters. The list recognizes the “unsurpassed experts who try to keep the balance between Corporate America and its workers.”
Deals & Cases
March 28, 2024
Cravath represented the initial purchasers in connection with the $500 million 144A/Reg. S high‑yield senior notes offering of Xerox Holdings Corporation, a workplace technology company that builds and integrates software and hardware. The transaction closed on March 20, 2024.
Deals & Cases
March 27, 2024
Cravath represented the initial purchasers in connection with the $400 million 144A convertible senior notes offering of Xerox Holdings Corporation, a workplace technology company that builds and integrates software and hardware, and the financial institution counterparties to a “capped call” transaction entered into by Xerox Holdings Corporation in connection with the offering. The transaction closed on March 11, 2024.
Deals & Cases
March 25, 2024
Cravath represented the initial purchasers in connection with the $1.1 billion high‑yield senior notes offering of United Rentals (North America), Inc., a subsidiary of United Rentals, Inc., the largest equipment rental company in the world at the time of the offering. The transaction closed on March 11, 2024.
Deals & Cases
March 25, 2024
Cravath represented the underwriters in connection with the $500 million registered senior notes offering of Westinghouse Air Brake Technologies Corporation, one of the world's largest providers of value‑added, technology‑based equipment, systems and services for the global passenger transit and freight rail industries. The transaction closed on March 11, 2024.
Deals & Cases
March 22, 2024
On March 21, 2024, ECN Capital Corp. (“ECN Capital”), a leading provider of business services to North American based banks, credit unions, life insurance companies, pension funds and institutional investors, announced the sale of Red Oak Inventory Finance (“Red Oak”) to BharCap Partners, a private investment firm. The transaction closed on February 21, 2024. Cravath represented ECN Capital in connection with the transaction.
Podcasts
March 12, 2024
Amanda Gold is a partner in the Executive Compensation and Benefits Department at Cravath. In the Season 7 premiere of On Tax, she and fellow Cravath partner and host Len Teti talk about beginning her legal career in Arizona and how she became interested in her current tax-adjacent practice. Amanda also discusses her decision to move to New York and join Cravath.
Activities & Publications
February 14, 2024
Cravath partners G.J. Ligelis Jr., Alyssa K. Caples, Christopher K. Fargo and Margaret T. Segall co‑authored the U.S. Law & Practice chapter of the fourth edition of Chambers “Investing In… 2024” Guide, which was published in January 2024. The guide, which is part of the publisher’s Global Practice Guides series, examines country‑specific legal issues that arise from foreign direct investment (“FDI”) and cross‑border transactions in the more than 30 jurisdictions covered. The U.S. Law & Practice chapter surveys the legal system and regulatory framework for FDI in the country, analyzing the economic climate, as well as considerations related to mergers and acquisitions, corporate governance, capital markets, antitrust, national security, tax, employment and intellectual property.
Activities & Publications
December 08, 2023
Cravath partners Jonathan J. Katz and Michael L. Arnold participated in the International Bar Association’s 8th Annual Corporate Governance Conference, which was held from December 7‑8, 2023, in Frankfurt, Germany.
Activities & Publications
November 13, 2023
On November 7, 2023, Cravath prepared a memo for its clients entitled “New York Passes Law Restricting Scope of Employee IP Assignment Agreements.” The memo examines the new Section 203-f of the New York Labor Law recently signed by Governor Hochul, which renders unenforceable assignment provisions with respect to certain inventions in employment agreements. The memo outlines what types of agreements the law renders unenforceable, its exceptions, the consequences of violating the law, notice requirements and next steps for employers to consider.
Accolades
September 25, 2023
On September 22, 2023, Cravath partners Eric W. Hilfers, Amanda Hines Gold, Jonathan J. Katz and Matthew J. Bobby were named to Lawdragon’s 2024 list of “500 Leading Corporate Employment Lawyers” in recognition of their work advising clients on executive compensation and benefits matters. The list recognizes the “unsurpassed experts who try to keep the balance between Corporate America and its workers.”
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