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Cravath’s London Office Moves to 100 Cheapside

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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

November 03, 2025

Kenvue’s $48.7 Billion Acquisition by Kimberly‑Clark

On November 3, 2025, Kenvue Inc. (“Kenvue”), a global consumer health leader, and Kimberly‑Clark Corporation (“Kimberly‑Clark”), a global personal care leader, announced an agreement under which Kimberly‑Clark will acquire all of the outstanding shares of Kenvue common stock in a cash and stock transaction that values Kenvue at an enterprise value of approximately $48.7 billion, based on the closing price of Kimberly‑Clark common stock on October 31, 2025. Under the terms of the agreement, which has been unanimously approved by each company’s Board of Directors, Kenvue shareholders will receive $3.50 per share in cash as well as 0.14625 Kimberly‑Clark shares for each Kenvue share held at closing. Upon closing of the transaction, current Kenvue shareholders are expected to own approximately 46% and current Kimberly‑Clark shareholders are expected to own approximately 54% of the combined company on a fully diluted basis. Cravath is representing Kenvue in connection with the transaction.

Deals & Cases

October 30, 2025

Valero Energy Corporation’s $4 Billion Revolving Credit Facility

Cravath represented the administrative agent, joint lead arranger and joint bookrunner in connection with a $4 billion revolving credit facility made available to Valero Energy Corporation, a leading multinational manufacturer and marketer of petroleum‑based and low‑carbon liquid transportation fuels and petrochemical products. The transaction closed on October 16, 2025.

Deals & Cases

October 27, 2025

Alliance Laundry Holdings Inc.’s IPO

Cravath represented Alliance Laundry Holdings Inc. in connection with its $950.29 million initial public offering of common stock. Alliance Laundry Holdings, an affiliate of BDT & MSD Partners, LLC, is the world’s largest designer and manufacturer of commercial laundry systems, serving a diverse range of global markets. The transaction closed on October 10, 2025.

Deals & Cases

October 27, 2025

Cleveland‑Cliffs Inc.’s High‑Yield Senior Guaranteed Notes Offering

Cravath represented the initial purchaser in connection with the $275 million 144A/Reg. S high‑yield senior guaranteed notes offering of Cleveland‑Cliffs Inc., a leading North America‑based steel producer. The transaction closed on October 10, 2025.

Deals & Cases

October 21, 2025

McLarens’ $1.6 Billion Reinvestment from Lee Equity

On October 15, 2025, Lee Equity Partners, LLC (“Lee Equity”), an investment firm specializing in investments in the financial and healthcare services sectors, announced the closing of a $1.6 billion recapitalization of McLarens Global Limited (“McLarens”), a global independent provider of insurance services, to extend Lee Equity’s long‑term partnership with McLarens. Cravath represented members of McLarens’ senior executive team in connection with the transaction.

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:

Activities

June 12, 2025

Legal 500 United States Ranks Cravath in Top Tier Across 15 Practice Areas and Recognizes 79 Cravath Attorneys

The 2025 edition of the Legal 500 United States ranked Cravath in the top tier nationally in 15 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; General Commercial Disputes; International Tax; M&A: Large Deals ($1bn+); M&A Litigation: Defense; Securities Litigation: Defense; and U.S. Taxes: Non‑contentious. In addition, 79 Cravath attorneys were individually recognized by The Legal 500 United States this year.

Activities

February 28, 2025

Cravath and Harvard Law School Host International Fellowship Event

On February 26, 2025, Cravath and Harvard Law School hosted a program to celebrate the work of the Cravath International Fellows, which was held in Cambridge, Massachusetts. Established in 2006 by Cravath partners who are Harvard Law School alumni, under the leadership of the late Robert D. Joffe, the Cravath International Fellowships program provides financial assistance, including travel and living expenses, to students pursuing academic projects during their Winter Term with an international, transnational or comparative law focus. Approximately 12 Cravath International Fellowships are awarded annually.

Deals & Cases

November 03, 2025

Kenvue’s $48.7 Billion Acquisition by Kimberly‑Clark

On November 3, 2025, Kenvue Inc. (“Kenvue”), a global consumer health leader, and Kimberly‑Clark Corporation (“Kimberly‑Clark”), a global personal care leader, announced an agreement under which Kimberly‑Clark will acquire all of the outstanding shares of Kenvue common stock in a cash and stock transaction that values Kenvue at an enterprise value of approximately $48.7 billion, based on the closing price of Kimberly‑Clark common stock on October 31, 2025. Under the terms of the agreement, which has been unanimously approved by each company’s Board of Directors, Kenvue shareholders will receive $3.50 per share in cash as well as 0.14625 Kimberly‑Clark shares for each Kenvue share held at closing. Upon closing of the transaction, current Kenvue shareholders are expected to own approximately 46% and current Kimberly‑Clark shareholders are expected to own approximately 54% of the combined company on a fully diluted basis. Cravath is representing Kenvue in connection with the transaction.

Deals & Cases

October 30, 2025

Valero Energy Corporation’s $4 Billion Revolving Credit Facility

Cravath represented the administrative agent, joint lead arranger and joint bookrunner in connection with a $4 billion revolving credit facility made available to Valero Energy Corporation, a leading multinational manufacturer and marketer of petroleum‑based and low‑carbon liquid transportation fuels and petrochemical products. The transaction closed on October 16, 2025.

Deals & Cases

October 27, 2025

Alliance Laundry Holdings Inc.’s IPO

Cravath represented Alliance Laundry Holdings Inc. in connection with its $950.29 million initial public offering of common stock. Alliance Laundry Holdings, an affiliate of BDT & MSD Partners, LLC, is the world’s largest designer and manufacturer of commercial laundry systems, serving a diverse range of global markets. The transaction closed on October 10, 2025.

Deals & Cases

October 27, 2025

Cleveland‑Cliffs Inc.’s High‑Yield Senior Guaranteed Notes Offering

Cravath represented the initial purchaser in connection with the $275 million 144A/Reg. S high‑yield senior guaranteed notes offering of Cleveland‑Cliffs Inc., a leading North America‑based steel producer. The transaction closed on October 10, 2025.

Deals & Cases

October 21, 2025

McLarens’ $1.6 Billion Reinvestment from Lee Equity

On October 15, 2025, Lee Equity Partners, LLC (“Lee Equity”), an investment firm specializing in investments in the financial and healthcare services sectors, announced the closing of a $1.6 billion recapitalization of McLarens Global Limited (“McLarens”), a global independent provider of insurance services, to extend Lee Equity’s long‑term partnership with McLarens. Cravath represented members of McLarens’ senior executive team in connection with the transaction.

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:

Activities

June 12, 2025

Legal 500 United States Ranks Cravath in Top Tier Across 15 Practice Areas and Recognizes 79 Cravath Attorneys

The 2025 edition of the Legal 500 United States ranked Cravath in the top tier nationally in 15 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; General Commercial Disputes; International Tax; M&A: Large Deals ($1bn+); M&A Litigation: Defense; Securities Litigation: Defense; and U.S. Taxes: Non‑contentious. In addition, 79 Cravath attorneys were individually recognized by The Legal 500 United States this year.

Activities

February 28, 2025

Cravath and Harvard Law School Host International Fellowship Event

On February 26, 2025, Cravath and Harvard Law School hosted a program to celebrate the work of the Cravath International Fellows, which was held in Cambridge, Massachusetts. Established in 2006 by Cravath partners who are Harvard Law School alumni, under the leadership of the late Robert D. Joffe, the Cravath International Fellowships program provides financial assistance, including travel and living expenses, to students pursuing academic projects during their Winter Term with an international, transnational or comparative law focus. Approximately 12 Cravath International Fellowships are awarded annually.

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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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