Executive Compensation and Benefits

On February 27, 2026, Paramount Skydance Corporation (“Paramount”) and Warner Bros. Discovery, Inc. ("WBD") announced they have entered into a definitive merger agreement under which Paramount will acquire WBD. Under the terms of the agreement, Paramount will pay $31.00 per share in cash for all outstanding shares of WBD. The transaction values WBD at an enterprise value of $110 billion, and has been unanimously approved by the Boards of Directors of both companies. Cravath is representing Paramount in connection with the transaction.

Cravath represented the underwriters in connection with the $1.5 billion registered senior notes offering of MPLX LP, a master limited partnership formed by Marathon Petroleum Corporation. MPLX LP owns, operates, develops and acquires pipelines and other midstream assets related to the transportation and storage of crude oil, refined products and other hydrocarbon-based products. The transaction closed on February 12, 2026.

On February 24, 2026, ADT, a leading provider of security, interactive and smart home solutions serving residential and small business customers in the U.S., announced it has acquired Origin Wireless, Inc. (“Origin”), bringing Origin’s AI sensing platform and related intellectual property into the ADT ecosystem. The purchase price for the transaction was $170 million in cash, subject to customary purchase price adjustments. Cravath is representing ADT in connection with the transaction.

On February 17, 2026, Tenax Aerospace Acquisition, LLC (“Tenax”) and Air Industries Group (“Air”) jointly announced that they have entered into an Agreement and Plan of Merger to combine Tenax’s special mission aviation business with Air’s precision aerospace manufacturing business. At the time of the merger, Air will issue shares of its common stock to holders of Tenax membership units. After the closing, Tenax shareholders are expected to own approximately 95% of Air’s outstanding shares while existing Air shareholders are expected to own approximately 5%, and the combined company expects to remain listed on the NYSE American under the symbol AIRI. Cravath is representing Tenax in connection with the transaction.

On February 17, 2026, Kennedy‑Wilson Holdings, Inc. (“Kennedy Wilson”) and Fairfax Financial Holdings Limited (“Fairfax”) jointly announced that Kennedy Wilson has entered into a definitive agreement to be acquired, in an all cash‑transaction, by an entity affiliated with a consortium led by William McMorrow, Chairman and Chief Executive Officer of Kennedy Wilson, and certain other senior executives of Kennedy Wilson (collectively, the “KW Management Group”), together with Fairfax (collectively, the “Consortium”).

On February 13, 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, tax, regulatory and corporate governance landscape. This edition covers:

Cravath partners G.J. Ligelis Jr., Christopher K. Fargo, Alyssa K. Caples and Margaret T. Segall co‑authored the U.S. Law & Practice chapter of the Chambers Investing In… 2026 guide, which was published in January 2026. The guide, which is part of the publisher’s Global Practice Guide 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.

Cravath released the Winter 2026 issue of its Alumni Journal, which highlights the Firm’s global alumni community. This issue features the career journey of Susan Jong, the Head of Corporate Legal and Corporate Secretary at Amazon, as well as a recent conversation with Jason Dymbort, the Executive Vice President, General Counsel and Secretary at First Solar, Inc. This edition also spotlights several alumni who have gone on to work in venture capital, or at start-ups and other companies navigating territory that comes with new technologies and market dynamics, and includes photos from the Firm’s October 2025 Alumni Reception held at the American Museum of Natural History in Manhattan. 

On November 6, 2025, Cravath partner Jonathan J. Katz participated in the Center on Executive Compensation's 2025 Annual Meeting, which was presented by the Chief Human Resource Officer (“CHRO”) Association from November 5‑6 in Washington, D.C. Jon spoke on a panel entitled “Making Winners Without Losers: Pay Strategies to Support CEO Succession,” which discussed keeping internal candidates in the game, encouraging critical development moves and attracting external executives when the moment demands it.

Cravath released the Summer 2025 issue of its Alumni Journal, which highlights the Firm’s global alumni community. This issue features the career journey of Ed Weiss, Executive Vice President, Corporate Strategy and General Counsel at Fenway Sports Group, as well as a recent conversation with Margot Miller, the Global Vice President of Legal & Corporate Affairs at AB InBev and the company’s e‑commerce platform, BEES. This edition also spotlights the Firm’s antitrust practice and includes photos of the Firm’s new London office, which was recently relocated to 100 Cheapside.