Cravath Publishes Winter 2026 Issue of Alumni Journal
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
June 16, 2026
On June 16, 2026, Olin Corporation and Huntsman Corporation announced that they have entered into a definitive agreement to combine in an all-stock merger of equals to create a $12+ billion North American chemicals leader. Under the terms of the agreement, Huntsman shareholders will receive 0.5476 shares in Olin for every one share of Huntsman. Upon completion of the transaction, Olin shareholders will own approximately 54.5% and Huntsman shareholders will own approximately 45.5% of the combined company, which will be renamed OlinHuntsman Corporation. Upon closing of the transaction, current Olin President and Chief Executive Officer, Ken Lane, will serve as Chief Executive Officer of OlinHuntsman. Current Chairman, President and Chief Executive Officer of Huntsman, Peter Huntsman, will serve as non-executive Chairman of OlinHuntsman’s Board of Directors. OlinHuntsman’s Board of Directors will consist of ten members, with equal representation from Olin and Huntsman. The transaction is expected to close in the first half of 2027, subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and the approval of Olin’s shareholders and Huntsman’s shareholders. Cravath is representing Olin Corporation in connection with the transaction.
Deals & Cases
June 10, 2026
Cravath represented Element Fleet Management Corp. in connection with its $500 million 144A/Reg. S senior notes offering. Element Fleet Management Corp. is the largest publicly traded pure‑play automotive fleet manager in the world. The transaction closed on May 29, 2026.
Deals & Cases
May 01, 2026
On April 27, 2026, Integris, a national leader in managed AI and IT services backed by OMERS Private Equity, announced its intent, subject to regulatory approval, to acquire First Focus, the largest managed service provider serving small and midsize businesses in Australia, New Zealand and the Philippines. Cravath is representing Integris as U.S. counsel in connection with the transaction.
Deals & Cases
April 27, 2026
On April 27, 2026, Thermo Fisher Scientific Inc. (“Thermo Fisher”), the world leader in serving science, announced that it has signed a definitive agreement to sell its microbiology business, which provides antimicrobial susceptibility testing and culture media solutions for clinical, pharmaceutical and food safety testing, to Astorg, a leading pan‑European private equity firm, for consideration of approximately $1.075 billion, consisting of cash and a $50 million seller note. Cravath is representing Thermo Fisher in connection with the transaction.
Deals & Cases
April 22, 2026
Cravath represented the administrative agents, joint lead arrangers and joint bookrunners in connection with a $5 billion revolving credit facility made available to Marathon Petroleum Corporation, a leading, integrated, downstream and midstream energy company, and a $2.5 billion revolving credit facility made available to MPLX LP, a master limited partnership formed by Marathon Petroleum Corporation. MPLX LP owns and operates midstream energy infrastructure and logistics assets and provides fuels distribution services. The transactions closed on April 7, 2026.
Firm News
June 11, 2026
Cravath named Aaron S. Cha and Joshua Kameel of counsels of the Firm, effective July 1, 2026.
Activities
June 11, 2026
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
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.
Publications
May 22, 2026
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:
Activities
April 08, 2026
In April 2026, Vault announced that Cravath was ranked No. 1 on its Vault Law 100, a ranking of the most prestigious law firms across the United States, for the eleventh consecutive year. The results of the annual list are based on surveys of more than 20,000 law firm associates. In publicizing its results, Vault highlighted comments from survey respondents who described the Firm as offering associates “real, hands‑on responsibility” with a “high degree of independence,” the opportunity to engage with work that is “almost entirely substantive” and “predominantly above what I understand is my ‘level’ from an industry standard” and to “build meaningful client relationships from day one.” Respondents were quoted noting Cravath’s “truly outstanding” training system and “very positive” associate‑partner relations. Writes Vault, “Cravath is known as one of the most elite law firms and has a strong reputation for its work in antitrust, banking and credit, capital markets, corporate governance, executive compensation and benefits, general litigation, M&A, securities litigation, tax, trusts and estates, and white collar defense.”
Deals & Cases
June 16, 2026
On June 16, 2026, Olin Corporation and Huntsman Corporation announced that they have entered into a definitive agreement to combine in an all-stock merger of equals to create a $12+ billion North American chemicals leader. Under the terms of the agreement, Huntsman shareholders will receive 0.5476 shares in Olin for every one share of Huntsman. Upon completion of the transaction, Olin shareholders will own approximately 54.5% and Huntsman shareholders will own approximately 45.5% of the combined company, which will be renamed OlinHuntsman Corporation. Upon closing of the transaction, current Olin President and Chief Executive Officer, Ken Lane, will serve as Chief Executive Officer of OlinHuntsman. Current Chairman, President and Chief Executive Officer of Huntsman, Peter Huntsman, will serve as non-executive Chairman of OlinHuntsman’s Board of Directors. OlinHuntsman’s Board of Directors will consist of ten members, with equal representation from Olin and Huntsman. The transaction is expected to close in the first half of 2027, subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and the approval of Olin’s shareholders and Huntsman’s shareholders. Cravath is representing Olin Corporation in connection with the transaction.
Deals & Cases
June 10, 2026
Cravath represented Element Fleet Management Corp. in connection with its $500 million 144A/Reg. S senior notes offering. Element Fleet Management Corp. is the largest publicly traded pure‑play automotive fleet manager in the world. The transaction closed on May 29, 2026.
Deals & Cases
May 01, 2026
On April 27, 2026, Integris, a national leader in managed AI and IT services backed by OMERS Private Equity, announced its intent, subject to regulatory approval, to acquire First Focus, the largest managed service provider serving small and midsize businesses in Australia, New Zealand and the Philippines. Cravath is representing Integris as U.S. counsel in connection with the transaction.
Deals & Cases
April 27, 2026
On April 27, 2026, Thermo Fisher Scientific Inc. (“Thermo Fisher”), the world leader in serving science, announced that it has signed a definitive agreement to sell its microbiology business, which provides antimicrobial susceptibility testing and culture media solutions for clinical, pharmaceutical and food safety testing, to Astorg, a leading pan‑European private equity firm, for consideration of approximately $1.075 billion, consisting of cash and a $50 million seller note. Cravath is representing Thermo Fisher in connection with the transaction.
Deals & Cases
April 22, 2026
Cravath represented the administrative agents, joint lead arrangers and joint bookrunners in connection with a $5 billion revolving credit facility made available to Marathon Petroleum Corporation, a leading, integrated, downstream and midstream energy company, and a $2.5 billion revolving credit facility made available to MPLX LP, a master limited partnership formed by Marathon Petroleum Corporation. MPLX LP owns and operates midstream energy infrastructure and logistics assets and provides fuels distribution services. The transactions closed on April 7, 2026.
Firm News
June 11, 2026
Cravath named Aaron S. Cha and Joshua Kameel of counsels of the Firm, effective July 1, 2026.
Activities
June 11, 2026
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
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.
Publications
May 22, 2026
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:
Activities
April 08, 2026
In April 2026, Vault announced that Cravath was ranked No. 1 on its Vault Law 100, a ranking of the most prestigious law firms across the United States, for the eleventh consecutive year. The results of the annual list are based on surveys of more than 20,000 law firm associates. In publicizing its results, Vault highlighted comments from survey respondents who described the Firm as offering associates “real, hands‑on responsibility” with a “high degree of independence,” the opportunity to engage with work that is “almost entirely substantive” and “predominantly above what I understand is my ‘level’ from an industry standard” and to “build meaningful client relationships from day one.” Respondents were quoted noting Cravath’s “truly outstanding” training system and “very positive” associate‑partner relations. Writes Vault, “Cravath is known as one of the most elite law firms and has a strong reputation for its work in antitrust, banking and credit, capital markets, corporate governance, executive compensation and benefits, general litigation, M&A, securities litigation, tax, trusts and estates, and white collar defense.”
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