Cravath Publishes Summer 2026 Issue of Alumni Journal
Corporate Governance and Board Advisory
Boards of directors and senior management regularly call upon Cravath’s highly regarded and sophisticated securities regulatory team in connection with their most sensitive matters. These engagements range from prospective counseling on risk management, disclosure or other compliance matters, including cybersecurity risk management and incident response, to guiding companies through restatement of their financial statements, to fact‑finding exercises with respect to potential violations of laws or regulations or shareholder demands, and to managing the client’s responses to investigations and enforcement actions by the SEC and other governmental authorities and related private litigation. For its acclaimed performance and reputation, Cravath has been ranked a top‑tier New York firm for corporate governance by Best Lawyers Best Law Firms for over a decade.
Cravath’s dedicated team of litigation and corporate partners includes lawyers who have spent portions of their careers at the Securities and Exchange Commission (“SEC”), the U.S. Department of Justice (“DOJ”), the Federal Trade Commission (“FTC”) and the U.S. Attorney’s Office for the Eastern District of New York. Our lawyers bring their experiences to bear in representing clients in investigations by those regulators and prosecutors, accounting and executive compensation issues, shareholder demands and derivative litigation, proxy contests and many other situations involving difficult governance issues. Not every engagement will require that all these skills be brought to bear, but our clients benefit from having a single advisor who can quickly understand and manage all the interrelated elements of a complex situation. In situations that require independent counsel to advise the client’s outside directors, our lawyers are committed to working cooperatively and constructively with management to minimize the disruption and inefficiencies that can otherwise result when outside lawyers are brought in to work directly with board members.
Cravath’s work in this area, most of which is not publicly disclosed, covers a wide variety of issues and clients. Recent matters have involved a broad range of potential accounting problems, auditor and director independence issues, Foreign Corrupt Practices Act (“FCPA”) issues, suspected violations of Medicaid, FDA and bank regulations, restrictions on trading with the enemy, insider trading, and advising several special committees of boards considering shareholder allegations of excessive executive compensation. We are also actively engaged in assisting clients in their efforts to review and revamp their risk management and executive compensation policies, internal controls, shareholder communications and other important corporate governance functions.
We regularly advise clients in connection with SEC and stock exchange compliance and have extensive experience advising senior management and boards when a crisis arises. Our representations include:
- Assisting senior management and the board in fulfilling their respective duties while benefiting from all available legal protections;
- Responding to and negotiating with all the branches of the SEC and with other enforcement agencies (such as U.S. Attorneys, the DOJ and state attorneys general);
- Working with the client’s independent auditor and audit committee to resolve potential accounting issues;
- Handling disclosure in a manner that is both responsive to applicable legal requirements and sensitive to the concerns of investors, employees and the media;
- Conducting internal investigations to determine relevant facts quickly and accurately;
- Working with existing and potential financing sources; and
- Handling any civil litigation that may arise in these cases.
Our advisory clients range in size from Fortune 1000 to Fortune 10, are distributed across all industries and all regions of the world and include both regular, long‑time clients of the Firm, with whom we have broad relationships, and others who have come to us for the first time to handle a specific issue or situation. Whether large or small, new or old, every client receives the full attention of an experienced Cravath team that is dedicated to helping the client solve its most important and demanding problems.
Cravath’s dedicated team of litigation and corporate partners includes lawyers who have spent portions of their careers at the Securities and Exchange Commission (“SEC”), the U.S. Department of Justice (“DOJ”), the Federal Trade Commission (“FTC”) and the U.S. Attorney’s Office for the Eastern District of New York. Our lawyers bring their experiences to bear in representing clients in investigations by those regulators and prosecutors, accounting and executive compensation issues, shareholder demands and derivative litigation, proxy contests and many other situations involving difficult governance issues. Not every engagement will require that all these skills be brought to bear, but our clients benefit from having a single advisor who can quickly understand and manage all the interrelated elements of a complex situation. In situations that require independent counsel to advise the client’s outside directors, our lawyers are committed to working cooperatively and constructively with management to minimize the disruption and inefficiencies that can otherwise result when outside lawyers are brought in to work directly with board members.
Cravath’s work in this area, most of which is not publicly disclosed, covers a wide variety of issues and clients. Recent matters have involved a broad range of potential accounting problems, auditor and director independence issues, Foreign Corrupt Practices Act (“FCPA”) issues, suspected violations of Medicaid, FDA and bank regulations, restrictions on trading with the enemy, insider trading, and advising several special committees of boards considering shareholder allegations of excessive executive compensation. We are also actively engaged in assisting clients in their efforts to review and revamp their risk management and executive compensation policies, internal controls, shareholder communications and other important corporate governance functions.
We regularly advise clients in connection with SEC and stock exchange compliance and have extensive experience advising senior management and boards when a crisis arises. Our representations include:
- Assisting senior management and the board in fulfilling their respective duties while benefiting from all available legal protections;
- Responding to and negotiating with all the branches of the SEC and with other enforcement agencies (such as U.S. Attorneys, the DOJ and state attorneys general);
- Working with the client’s independent auditor and audit committee to resolve potential accounting issues;
- Handling disclosure in a manner that is both responsive to applicable legal requirements and sensitive to the concerns of investors, employees and the media;
- Conducting internal investigations to determine relevant facts quickly and accurately;
- Working with existing and potential financing sources; and
- Handling any civil litigation that may arise in these cases.
Our advisory clients range in size from Fortune 1000 to Fortune 10, are distributed across all industries and all regions of the world and include both regular, long‑time clients of the Firm, with whom we have broad relationships, and others who have come to us for the first time to handle a specific issue or situation. Whether large or small, new or old, every client receives the full attention of an experienced Cravath team that is dedicated to helping the client solve its most important and demanding problems.
Deals & Cases
October 08, 2026
Viatris’s $1.65 Billion Acquisition of Pacira
On October 8, 2026, Viatris Inc. (“Viatris”), a global healthcare company, and Pacira BioSciences, Inc. (“Pacira”), a leader in innovative non‑opioid pain therapies, announced that they have entered into a definitive agreement under which Viatris has agreed to acquire all of the outstanding shares of common stock of Pacira for $36.50 per share in cash, representing an aggregate equity value of $1.65 billion. Cravath is representing Viatris in connection with the transaction.
Deals & Cases
October 01, 2026
Corteva’s Spin‑Off of Seed and Genetics Business
On October 1, 2026, Corteva, Inc. (“Corteva”) announced it has successfully spun off its advanced seed and genetics business as a new public company, Vylor, Inc., and will move forward as a leading, pure‑play global crop protection company. Cravath is representing Corteva in connection with the transaction.
Deals & Cases
August 31, 2026
Aon’s $17 Billion Acquisition of USI
On August 31, 2026, Aon, a leading global professional services firm, announced the signing of a definitive agreement to acquire USI, a leading provider of property & casualty, employee benefit, personal risk and retirement solutions for the middle market and the tenth largest U.S. insurance broker, from KKR and other shareholders for a total purchase price of $17 billion. Aon expects to fund the transaction, as well as related transaction expenses and other costs, with new debt raised across a range of maturities, subject to market conditions. The transaction has been unanimously approved by the Board of Directors of Aon and the Board of Directors of USI. Cravath is representing Aon in connection with the transaction.
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.
Deals & Cases
April 02, 2026
HMH’s IPO
Cravath represented Akastor ASA in connection with its indirect 50% owned affiliate HMH Holding Inc.’s initial public offering of 10,520,000 shares of its Class A common stock at $20.00 per share. The shares began trading on The Nasdaq Global Select Market on April 1, 2026, under the ticker symbol “HMH.” The transaction closed on April 2, 2026.
Activities
October 06, 2026
Alyssa Caples and Nick Dorsey Speak at IBA’s 2026 Annual Conference
Cravath partners Alyssa K. Caples and Nicholas A. Dorsey participated in the International Bar Association’s 2026 Annual Conference, which was held from October 4‑9, 2026, in Copenhagen, Denmark. Alyssa co‑chaired a panel entitled “The Little Mermaid: Challenges in Cross‑Border Offerings,” which discussed the nature of the requirements and challenges that characterize cross‑border securities offerings and how best to deal with them. Nick spoke on a panel entitled “Directors in the Age of AI: Oversight and Risk in Closely Held Companies,” which examined how AI adoption is transforming operations, risk profiles and value creation in closely held companies and what boards must do in response.
Publications
October 06, 2026
SEC Proposes to Rescind Rule 14a‑8’s “Federal Regulation” of Shareholder Proposals, Amend Rule 14a‑4 and Modernize Proxy Solicitations
On October 6, 2026, Cravath prepared a memo for its clients entitled “SEC Proposes to Rescind Rule 14a‑8’s ‘Federal Regulation’ of Shareholder Proposals, Amend Rule 14a‑4 and Modernize Proxy Solicitations.” The memo discusses the U.S. Securities and Exchange Commission’s proposed changes to the federal proxy rules, including rescinding Rule 14a‑8, which would end federal regulation as to when a shareholder proposal must be included in a company’s proxy statement, and amending Rule 14a‑4 to expand companies’ ability to exercise discretionary voting authority, with respect to proxies that they receive, on proposals that will be presented at a shareholder meeting but are not included in the company’s proxy materials.
Publications
October 01, 2026
HLS Forum on Corporate Governance Publishes Cravath’s Q2 2026 Newsletter on M&A, Activism and Corporate Governance
On September 29, 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, tax, regulatory and corporate governance landscape during the second 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.
Publications
September 10, 2026
Cravath Publishes Finance & Capital Markets Quarterly Review for Q2 2026
On September 9, 2026, Cravath published the latest edition of its Finance & Capital Markets Quarterly Review, which provides insight into practical points, key takeaways and relevant developments related to the bond, equity and loan markets and restructuring activity during the second quarter of 2026. Highlights from this edition include:
Publications
September 10, 2026
Cravath Publishes Quarterly Review on Q2 2026 Trends in M&A, Activism and Corporate Governance
On September 9, 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:
Deals & Cases
October 08, 2026
Viatris’s $1.65 Billion Acquisition of Pacira
On October 8, 2026, Viatris Inc. (“Viatris”), a global healthcare company, and Pacira BioSciences, Inc. (“Pacira”), a leader in innovative non‑opioid pain therapies, announced that they have entered into a definitive agreement under which Viatris has agreed to acquire all of the outstanding shares of common stock of Pacira for $36.50 per share in cash, representing an aggregate equity value of $1.65 billion. Cravath is representing Viatris in connection with the transaction.
Deals & Cases
October 01, 2026
Corteva’s Spin‑Off of Seed and Genetics Business
On October 1, 2026, Corteva, Inc. (“Corteva”) announced it has successfully spun off its advanced seed and genetics business as a new public company, Vylor, Inc., and will move forward as a leading, pure‑play global crop protection company. Cravath is representing Corteva in connection with the transaction.
Deals & Cases
August 31, 2026
Aon’s $17 Billion Acquisition of USI
On August 31, 2026, Aon, a leading global professional services firm, announced the signing of a definitive agreement to acquire USI, a leading provider of property & casualty, employee benefit, personal risk and retirement solutions for the middle market and the tenth largest U.S. insurance broker, from KKR and other shareholders for a total purchase price of $17 billion. Aon expects to fund the transaction, as well as related transaction expenses and other costs, with new debt raised across a range of maturities, subject to market conditions. The transaction has been unanimously approved by the Board of Directors of Aon and the Board of Directors of USI. Cravath is representing Aon in connection with the transaction.
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.
Deals & Cases
April 02, 2026
HMH’s IPO
Cravath represented Akastor ASA in connection with its indirect 50% owned affiliate HMH Holding Inc.’s initial public offering of 10,520,000 shares of its Class A common stock at $20.00 per share. The shares began trading on The Nasdaq Global Select Market on April 1, 2026, under the ticker symbol “HMH.” The transaction closed on April 2, 2026.
Activities
October 06, 2026
Alyssa Caples and Nick Dorsey Speak at IBA’s 2026 Annual Conference
Cravath partners Alyssa K. Caples and Nicholas A. Dorsey participated in the International Bar Association’s 2026 Annual Conference, which was held from October 4‑9, 2026, in Copenhagen, Denmark. Alyssa co‑chaired a panel entitled “The Little Mermaid: Challenges in Cross‑Border Offerings,” which discussed the nature of the requirements and challenges that characterize cross‑border securities offerings and how best to deal with them. Nick spoke on a panel entitled “Directors in the Age of AI: Oversight and Risk in Closely Held Companies,” which examined how AI adoption is transforming operations, risk profiles and value creation in closely held companies and what boards must do in response.
Publications
October 06, 2026
SEC Proposes to Rescind Rule 14a‑8’s “Federal Regulation” of Shareholder Proposals, Amend Rule 14a‑4 and Modernize Proxy Solicitations
On October 6, 2026, Cravath prepared a memo for its clients entitled “SEC Proposes to Rescind Rule 14a‑8’s ‘Federal Regulation’ of Shareholder Proposals, Amend Rule 14a‑4 and Modernize Proxy Solicitations.” The memo discusses the U.S. Securities and Exchange Commission’s proposed changes to the federal proxy rules, including rescinding Rule 14a‑8, which would end federal regulation as to when a shareholder proposal must be included in a company’s proxy statement, and amending Rule 14a‑4 to expand companies’ ability to exercise discretionary voting authority, with respect to proxies that they receive, on proposals that will be presented at a shareholder meeting but are not included in the company’s proxy materials.
Publications
October 01, 2026
HLS Forum on Corporate Governance Publishes Cravath’s Q2 2026 Newsletter on M&A, Activism and Corporate Governance
On September 29, 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, tax, regulatory and corporate governance landscape during the second 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.
Publications
September 10, 2026
Cravath Publishes Finance & Capital Markets Quarterly Review for Q2 2026
On September 9, 2026, Cravath published the latest edition of its Finance & Capital Markets Quarterly Review, which provides insight into practical points, key takeaways and relevant developments related to the bond, equity and loan markets and restructuring activity during the second quarter of 2026. Highlights from this edition include:
Publications
September 10, 2026
Cravath Publishes Quarterly Review on Q2 2026 Trends in M&A, Activism and Corporate Governance
On September 9, 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 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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