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Cravath Publishes Winter 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

February 03, 2026

Cencora, Inc.’s $5.5 Billion of Credit Facilities in Connection with its Acquisition of OneOncology

Cravath represented the administrative agent, joint lead arrangers and joint bookrunners in connection with $5.5 billion of credit facilities made available to Cencora, Inc., as part of the financing transactions undertaken in connection with its acquisition of OneOncology, a physician‑led national platform empowering independent medical specialty practices rooted in oncology. Cencora, Inc. is a leading global pharmaceutical sourcing and distribution services company. The credit facilities consisted of a $1.5 billion term loan facility, a $3.0 billion term loan facility and a $1.0 billion commitment increase under an existing revolving credit facility. The transaction closed on January 12, 2026.

Deals & Cases

February 02, 2026

Hain Celestial Group’s Sale of North American Snacks Business to Snackruptors Inc.

On February 2, 2026, Hain Celestial Group, a leading global health and wellness company, announced that it has reached a definitive agreement to sell its North American Snacks business, including Garden Veggie Snacks™, Terra® chips and Garden of Eatin’® snacks, to Snackruptors Inc., a Canadian, family‑owned snacks manufacturer, for $115 million in cash. Cravath is representing Hain Celestial Group in connection with the transaction.

Deals & Cases

January 27, 2026

Siegfried’s Acquisition of Noramco, Purisys and Extractas

On January 27, 2026, Siegfried, a leading global Contract Development and Manufacturing Organization for the pharmaceutical industry, announced it has signed binding agreements with an affiliate of SK Capital Partners to acquire the drug substance business of the Noramco Group and Extractas Bioscience (“Extractas”). The acquired businesses include Noramco, Purisys and Extractas, three high-quality small molecules drug substances sites. Cravath is representing Siegfried in connection with the transaction.

Deals & Cases

January 23, 2026

BitGo’s IPO

Cravath represented the underwriters in connection with the $212.8 million initial public offering of class A common stock of BitGo Holdings, Inc. (“BitGo”), a leading infrastructure provider of digital asset solutions for businesses, offering solutions including custody, wallets, staking, trading, settlement and digital asset management. The shares were listed on the New York Stock Exchange. The transaction closed on January 23, 2026.

Deals & Cases

January 08, 2026

Genmab’s $3.5 Billion of Credit Facilities and Offering of $1.5 Billion Senior Secured Notes and $1 Billion Senior Unsecured Notes in Connection with its Acquisition of Merus

Cravath represented the administrative agent, joint lead arrangers and joint bookrunners in connection with $3.5 billion of credit facilities made available to Genmab, a leading international biotechnology company, and one of its wholly‑owned subsidiaries, Genmab Finance LLC, as part of the financing transactions undertaken in connection with its acquisition of Merus N.V., a leading oncology company developing innovative antibody therapeutics. The credit facilities consisted of a $2 billion term loan “B” facility, a $1 billion term loan “A” facility and a $500 million revolving credit facility. The transaction closed on December 12, 2025.

Publications

February 10, 2026

G.J. Ligelis Jr., Chris Fargo, Alyssa Caples and Maggie Segall Co‑Author U.S. Chapters of Chambers Investing In… 2026 Guide

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.

Publications

February 02, 2026

Cravath Publishes Winter 2026 Issue of Alumni Journal

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. 

Activities

November 07, 2025

Jon Katz Speaks at the Center on Executive Compensation’s 2025 Annual Meeting

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.

Publications

August 14, 2025

Cravath Publishes Summer 2025 Issue of Alumni Journal

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. 

Publications

August 11, 2025

Cravath Venture Capital & Growth Equity Insights: 2025 Mid‑Year Market Update

On August 11, 2025, Cravath published the latest edition of its Venture Capital & Growth Equity Insights newsletter, which has been redesigned to provide greater insight into global venture capital and related activity during the first half of 2025 and outlook for the rest of the year. Key takeaways from this edition include:

Deals & Cases

February 03, 2026

Cencora, Inc.’s $5.5 Billion of Credit Facilities in Connection with its Acquisition of OneOncology

Cravath represented the administrative agent, joint lead arrangers and joint bookrunners in connection with $5.5 billion of credit facilities made available to Cencora, Inc., as part of the financing transactions undertaken in connection with its acquisition of OneOncology, a physician‑led national platform empowering independent medical specialty practices rooted in oncology. Cencora, Inc. is a leading global pharmaceutical sourcing and distribution services company. The credit facilities consisted of a $1.5 billion term loan facility, a $3.0 billion term loan facility and a $1.0 billion commitment increase under an existing revolving credit facility. The transaction closed on January 12, 2026.

Deals & Cases

February 02, 2026

Hain Celestial Group’s Sale of North American Snacks Business to Snackruptors Inc.

On February 2, 2026, Hain Celestial Group, a leading global health and wellness company, announced that it has reached a definitive agreement to sell its North American Snacks business, including Garden Veggie Snacks™, Terra® chips and Garden of Eatin’® snacks, to Snackruptors Inc., a Canadian, family‑owned snacks manufacturer, for $115 million in cash. Cravath is representing Hain Celestial Group in connection with the transaction.

Deals & Cases

January 27, 2026

Siegfried’s Acquisition of Noramco, Purisys and Extractas

On January 27, 2026, Siegfried, a leading global Contract Development and Manufacturing Organization for the pharmaceutical industry, announced it has signed binding agreements with an affiliate of SK Capital Partners to acquire the drug substance business of the Noramco Group and Extractas Bioscience (“Extractas”). The acquired businesses include Noramco, Purisys and Extractas, three high-quality small molecules drug substances sites. Cravath is representing Siegfried in connection with the transaction.

Deals & Cases

January 23, 2026

BitGo’s IPO

Cravath represented the underwriters in connection with the $212.8 million initial public offering of class A common stock of BitGo Holdings, Inc. (“BitGo”), a leading infrastructure provider of digital asset solutions for businesses, offering solutions including custody, wallets, staking, trading, settlement and digital asset management. The shares were listed on the New York Stock Exchange. The transaction closed on January 23, 2026.

Deals & Cases

January 08, 2026

Genmab’s $3.5 Billion of Credit Facilities and Offering of $1.5 Billion Senior Secured Notes and $1 Billion Senior Unsecured Notes in Connection with its Acquisition of Merus

Cravath represented the administrative agent, joint lead arrangers and joint bookrunners in connection with $3.5 billion of credit facilities made available to Genmab, a leading international biotechnology company, and one of its wholly‑owned subsidiaries, Genmab Finance LLC, as part of the financing transactions undertaken in connection with its acquisition of Merus N.V., a leading oncology company developing innovative antibody therapeutics. The credit facilities consisted of a $2 billion term loan “B” facility, a $1 billion term loan “A” facility and a $500 million revolving credit facility. The transaction closed on December 12, 2025.

Publications

February 10, 2026

G.J. Ligelis Jr., Chris Fargo, Alyssa Caples and Maggie Segall Co‑Author U.S. Chapters of Chambers Investing In… 2026 Guide

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.

Publications

February 02, 2026

Cravath Publishes Winter 2026 Issue of Alumni Journal

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. 

Activities

November 07, 2025

Jon Katz Speaks at the Center on Executive Compensation’s 2025 Annual Meeting

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.

Publications

August 14, 2025

Cravath Publishes Summer 2025 Issue of Alumni Journal

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. 

Publications

August 11, 2025

Cravath Venture Capital & Growth Equity Insights: 2025 Mid‑Year Market Update

On August 11, 2025, Cravath published the latest edition of its Venture Capital & Growth Equity Insights newsletter, which has been redesigned to provide greater insight into global venture capital and related activity during the first half of 2025 and outlook for the rest of the year. Key takeaways from this edition include:

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Executive Compensation and Benefits

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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