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Cravath Publishes Summer 2026 Issue of Alumni Journal

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Practices

Executive Compensation and Benefits

Executive Compensation and Benefits

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 team is particularly good at managing exceptionally complex topics and processes, and can articulate arcane legal intricacies in an especially user-friendly way. It is a rare combination of skills.” The Legal 500 US
  • “Cravath is amazing and just becomes part of the team. They are reliable and they are at the next step before you.” Chambers USA
  • “I hold Cravath in high esteem. On the simple and more complicated transactions, the firm provides expert counsel and priority responses, which helps us achieve our goals.” Chambers USA
  • “They provide a combination of competence and customer service that is unequaled.” Chambers USA
  • The Cravath team is “extremely knowledgeable across strategic and tactical issues with a very pragmatic and common-sense approach to problem solving.” The Legal 500 US
  • “Cravath attorneys have been fantastic to work with. They are very capable legally of course, but also help me to think through the business implications of negotiations as well.” Chambers USA

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 team is particularly good at managing exceptionally complex topics and processes, and can articulate arcane legal intricacies in an especially user-friendly way. It is a rare combination of skills.” The Legal 500 US
  • “Cravath is amazing and just becomes part of the team. They are reliable and they are at the next step before you.” Chambers USA
  • “I hold Cravath in high esteem. On the simple and more complicated transactions, the firm provides expert counsel and priority responses, which helps us achieve our goals.” Chambers USA
  • “They provide a combination of competence and customer service that is unequaled.” Chambers USA
  • The Cravath team is “extremely knowledgeable across strategic and tactical issues with a very pragmatic and common-sense approach to problem solving.” The Legal 500 US
  • “Cravath attorneys have been fantastic to work with. They are very capable legally of course, but also help me to think through the business implications of negotiations as well.” Chambers USA
  • Deals & Cases
  • Recent News & Insights

Deals & Cases

August 18, 2026

Martin Marietta’s $5.5 Billion Registered Senior Notes Offering

Cravath represented Martin Marietta Materials, Inc. (“Martin Marietta”) in connection with its $5.5 billion registered senior notes offering. Martin Marietta is a leading supplier of aggregates and heavy building materials for the construction industry in the United States. Proceeds of the offering will be used to finance the acquisition of Lhoist North America, Inc. The transaction closed on August 14, 2026.

Deals & Cases

August 11, 2026

Viatris’s Sale of TYRVAYA to Harrow

On August 6, 2026, Harrow, a leading provider of ophthalmic disease management solutions in North America, announced that it has entered into a definitive agreement to acquire TYRVAYA® (varenicline solution) nasal spray 0.03 mg from Viatris Inc. (“Viatris”), a global healthcare company. TYRVAYA is a cholinergic agonist indicated for the treatment of the signs and symptoms of dry eye disease (DED) and is currently approved in the U.S., China, and Taiwan, with marketing authorization applications pending in other countries. Under the terms of the agreement, Harrow will pay $30 million in cash at closing and up to $70 million in contingent milestone payments tied to TYRVAYA's net sales, for a potential total consideration of up to $100 million. Cravath is representing Viatris in connection with the transaction.

Deals & Cases

July 31, 2026

TMX Group’s Strategic Investment in the $2.3 Billion Combination of MEMX and BOX

On July 30, 2026, TMX Group, a global provider of data, listing services, trading markets, clearing facilities and other services to the global financial community, announced a definitive agreement to make a strategic investment in MEMX, an exchange operator and market technology provider. Concurrent with that transaction, BOX, a U.S. equity options market with both electronic and floor-based trading, will be combined with MEMX, and TMX Group will have an approximately 59% ownership interest in the combined business. Under the terms of the agreement, this transaction will create a consolidated U.S. exchange group with an enterprise value of approximately $2.3 billion. The new entity will be funded by an equity investment from TMX Group of approximately $800 million, a rollover of TMX’s existing equity interest in BOX, committed rollovers from a group of MEMX and BOX investors, comprised of key market participants, and an investment from a new financial partner. Cravath is representing TMX Group in connection with the transaction.

Deals & Cases

June 30, 2026

Dell International L.L.C. and EMC Corporation’s $3 Billion Registered Senior Notes Offering

Cravath represented the underwriters in connection with the $3 billion registered senior notes offering of Dell International L.L.C. and EMC Corporation. Dell International L.L.C. and EMC Corporation are wholly‑owned subsidiaries of Dell Technologies, a leading integrated technology solutions provider in the IT industry. The transaction closed on June 16, 2026.

Deals & Cases

June 29, 2026

Martin Marietta’s $13.5 Billion Combination with Lhoist North America

On June 29, 2026, Martin Marietta Materials, Inc. (“Martin Marietta”), a leading supplier of aggregates and other building materials, announced that it has entered into a definitive agreement to combine with Lhoist North America, Inc. (“Lhoist North America”), a leading producer of hi‑calcium lime, dolomitic lime and industrial mineral products and a subsidiary of Lhoist Group, for $13.5 billion in cash and shares of Martin Marietta common stock. The transaction is expected to be completed in the second half of 2026, subject to regulatory approvals. Cravath is representing Martin Marietta in connection with the transaction.

Publications

July 07, 2026

Cravath Publishes Summer 2026 Issue of Alumni Journal 

Cravath released the Summer 2026 issue of its Alumni Journal, which highlights the Firm’s global alumni community. This issue features the career journey of Colin Bennett, General Counsel and Chief Compliance Officer at Skims, as well as two recent conversations—one with Rebecca Rettig, the Chief Operating Officer and Chief Legal Officer of Jito Labs, and the other with the Honorable LaShann DeArcy Hall, a United States District Court Judge for the Eastern District of New York. This edition also includes photos from the Firm’s June 2026 Zoo Party, which brought together Cravath attorneys, summer associates and their families at the Central Park Zoo in Manhattan. 

Publications

June 26, 2026

HLS Forum on Corporate Governance Publishes Cravath’s Q1 2026 Newsletter on M&A, Activism and Corporate Governance

On June 24, 2026, the Harvard Law School Forum on Corporate Governance published Cravath’s latest quarterly newsletter on M&A, activism and corporate governance. The newsletter provides insight into practical points, key takeaways and relevant developments across the M&A, activism, restructuring, regulatory and corporate governance landscape during the first quarter of 2026. Contributors to this edition include partners Margaret T. Segall, Evan A. Hill, Matthew L. Ploszek, Kimberley S. Drexler and Adam M. Sanchez.

Firm News

June 11, 2026

Cravath Announces New Of Counsels

Cravath named Aaron S. Cha and Joshua Kameel of counsels of the Firm, effective July 1, 2026. 

Activities

June 11, 2026

Legal 500 United States Ranks Cravath in Top Tier Across 14 Practice Areas and Recognizes 71 Cravath Attorneys

The 2026 edition of the Legal 500 United States ranked Cravath in the top tier nationally in 14 areas: Antitrust - Civil Litigation/Class Actions: Defense; Capital Markets: Debt Offerings (Advice to Issuers); Capital Markets: Debt Offerings (Advice to Underwriters); Capital Markets: Global Offerings (Advice to Issuers); Capital Markets: Global Offerings (Advice to Underwriters); Commercial Lending (Advice to Lenders); Employee Benefits, Executive Compensation and Retirement Plans: Transactional; Environment: Transactional; Financial Services Litigation; International Tax; M&A: Large Deals ($1bn+); M&A Litigation: Defense; Securities Litigation: Defense; and U.S. Taxes: Non‑contentious. In addition, 71 Cravath attorneys were individually recognized by Legal 500 United States this year.

Activities

June 04, 2026

Chambers USA Ranks Cravath in Top Tier for 2026 Across Corporate, Litigation and Tax Practice Areas

The 2026 edition of Chambers USA ranked Cravath in the top tier nationally in seven areas: Antitrust; Capital Markets (Investment Grade Debt – Issuer Counsel); Capital Markets (Investment Grade Debt – Manager Counsel); Corporate Crime & Investigations (Highly Regarded); Corporate/M&A (The Elite); Securities (Regulation – Advisory); and Tax (Corporate & Finance). In New York, the Firm was ranked in the top tier in eleven areas: Antitrust; Bankruptcy/Restructuring (Highly Regarded); Corporate/M&A (The Elite); Employee Benefits & Executive Compensation; Environment (Mainly Transactional); Intellectual Property (Patent: Transactional); Media & Entertainment (Corporate); Litigation (General Commercial: The Elite); Litigation (Securities); Tax; and White‑Collar Crime & Government Investigations (Highly Regarded). Fifty‑one Cravath lawyers were ranked across nineteen practice categories.

Deals & Cases

August 18, 2026

Martin Marietta’s $5.5 Billion Registered Senior Notes Offering

Cravath represented Martin Marietta Materials, Inc. (“Martin Marietta”) in connection with its $5.5 billion registered senior notes offering. Martin Marietta is a leading supplier of aggregates and heavy building materials for the construction industry in the United States. Proceeds of the offering will be used to finance the acquisition of Lhoist North America, Inc. The transaction closed on August 14, 2026.

Deals & Cases

August 11, 2026

Viatris’s Sale of TYRVAYA to Harrow

On August 6, 2026, Harrow, a leading provider of ophthalmic disease management solutions in North America, announced that it has entered into a definitive agreement to acquire TYRVAYA® (varenicline solution) nasal spray 0.03 mg from Viatris Inc. (“Viatris”), a global healthcare company. TYRVAYA is a cholinergic agonist indicated for the treatment of the signs and symptoms of dry eye disease (DED) and is currently approved in the U.S., China, and Taiwan, with marketing authorization applications pending in other countries. Under the terms of the agreement, Harrow will pay $30 million in cash at closing and up to $70 million in contingent milestone payments tied to TYRVAYA's net sales, for a potential total consideration of up to $100 million. Cravath is representing Viatris in connection with the transaction.

Deals & Cases

July 31, 2026

TMX Group’s Strategic Investment in the $2.3 Billion Combination of MEMX and BOX

On July 30, 2026, TMX Group, a global provider of data, listing services, trading markets, clearing facilities and other services to the global financial community, announced a definitive agreement to make a strategic investment in MEMX, an exchange operator and market technology provider. Concurrent with that transaction, BOX, a U.S. equity options market with both electronic and floor-based trading, will be combined with MEMX, and TMX Group will have an approximately 59% ownership interest in the combined business. Under the terms of the agreement, this transaction will create a consolidated U.S. exchange group with an enterprise value of approximately $2.3 billion. The new entity will be funded by an equity investment from TMX Group of approximately $800 million, a rollover of TMX’s existing equity interest in BOX, committed rollovers from a group of MEMX and BOX investors, comprised of key market participants, and an investment from a new financial partner. Cravath is representing TMX Group in connection with the transaction.

Deals & Cases

June 30, 2026

Dell International L.L.C. and EMC Corporation’s $3 Billion Registered Senior Notes Offering

Cravath represented the underwriters in connection with the $3 billion registered senior notes offering of Dell International L.L.C. and EMC Corporation. Dell International L.L.C. and EMC Corporation are wholly‑owned subsidiaries of Dell Technologies, a leading integrated technology solutions provider in the IT industry. The transaction closed on June 16, 2026.

Deals & Cases

June 29, 2026

Martin Marietta’s $13.5 Billion Combination with Lhoist North America

On June 29, 2026, Martin Marietta Materials, Inc. (“Martin Marietta”), a leading supplier of aggregates and other building materials, announced that it has entered into a definitive agreement to combine with Lhoist North America, Inc. (“Lhoist North America”), a leading producer of hi‑calcium lime, dolomitic lime and industrial mineral products and a subsidiary of Lhoist Group, for $13.5 billion in cash and shares of Martin Marietta common stock. The transaction is expected to be completed in the second half of 2026, subject to regulatory approvals. Cravath is representing Martin Marietta in connection with the transaction.

Publications

July 07, 2026

Cravath Publishes Summer 2026 Issue of Alumni Journal 

Cravath released the Summer 2026 issue of its Alumni Journal, which highlights the Firm’s global alumni community. This issue features the career journey of Colin Bennett, General Counsel and Chief Compliance Officer at Skims, as well as two recent conversations—one with Rebecca Rettig, the Chief Operating Officer and Chief Legal Officer of Jito Labs, and the other with the Honorable LaShann DeArcy Hall, a United States District Court Judge for the Eastern District of New York. This edition also includes photos from the Firm’s June 2026 Zoo Party, which brought together Cravath attorneys, summer associates and their families at the Central Park Zoo in Manhattan. 

Publications

June 26, 2026

HLS Forum on Corporate Governance Publishes Cravath’s Q1 2026 Newsletter on M&A, Activism and Corporate Governance

On June 24, 2026, the Harvard Law School Forum on Corporate Governance published Cravath’s latest quarterly newsletter on M&A, activism and corporate governance. The newsletter provides insight into practical points, key takeaways and relevant developments across the M&A, activism, restructuring, regulatory and corporate governance landscape during the first quarter of 2026. Contributors to this edition include partners Margaret T. Segall, Evan A. Hill, Matthew L. Ploszek, Kimberley S. Drexler and Adam M. Sanchez.

Firm News

June 11, 2026

Cravath Announces New Of Counsels

Cravath named Aaron S. Cha and Joshua Kameel of counsels of the Firm, effective July 1, 2026. 

Activities

June 11, 2026

Legal 500 United States Ranks Cravath in Top Tier Across 14 Practice Areas and Recognizes 71 Cravath Attorneys

The 2026 edition of the Legal 500 United States ranked Cravath in the top tier nationally in 14 areas: Antitrust - Civil Litigation/Class Actions: Defense; Capital Markets: Debt Offerings (Advice to Issuers); Capital Markets: Debt Offerings (Advice to Underwriters); Capital Markets: Global Offerings (Advice to Issuers); Capital Markets: Global Offerings (Advice to Underwriters); Commercial Lending (Advice to Lenders); Employee Benefits, Executive Compensation and Retirement Plans: Transactional; Environment: Transactional; Financial Services Litigation; International Tax; M&A: Large Deals ($1bn+); M&A Litigation: Defense; Securities Litigation: Defense; and U.S. Taxes: Non‑contentious. In addition, 71 Cravath attorneys were individually recognized by Legal 500 United States this year.

Activities

June 04, 2026

Chambers USA Ranks Cravath in Top Tier for 2026 Across Corporate, Litigation and Tax Practice Areas

The 2026 edition of Chambers USA ranked Cravath in the top tier nationally in seven areas: Antitrust; Capital Markets (Investment Grade Debt – Issuer Counsel); Capital Markets (Investment Grade Debt – Manager Counsel); Corporate Crime & Investigations (Highly Regarded); Corporate/M&A (The Elite); Securities (Regulation – Advisory); and Tax (Corporate & Finance). In New York, the Firm was ranked in the top tier in eleven areas: Antitrust; Bankruptcy/Restructuring (Highly Regarded); Corporate/M&A (The Elite); Employee Benefits & Executive Compensation; Environment (Mainly Transactional); Intellectual Property (Patent: Transactional); Media & Entertainment (Corporate); Litigation (General Commercial: The Elite); Litigation (Securities); Tax; and White‑Collar Crime & Government Investigations (Highly Regarded). Fifty‑one Cravath lawyers were ranked across nineteen practice categories.

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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.

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