Four Decades for Justice
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
April 11, 2024
Cravath represented the underwriters in connection with the $1.2 billion registered senior notes offering of Marathon Oil Corporation, an independent exploration and production company. The transaction closed on March 28, 2024.
Deals & Cases
April 08, 2024
Cravath represented Symetra Financial Corporation in connection with its $250 million 144A/Reg S. senior notes offering. Symetra Financial Corporation is a financial services company in the life insurance industry. The transaction closed on April 3, 2024.
Deals & Cases
April 04, 2024
Cravath represented the initial purchasers in connection with the $750 million 144A/Reg. S high‑yield senior green notes offering of Alcoa Nederland Holding B.V., a wholly owned subsidiary of Alcoa Corporation, a global industry leader in the production of bauxite, alumina and aluminum products. The transaction closed on March 21, 2024.
Deals & Cases
April 04, 2024
On April 3, 2024, The Walt Disney Company (“Disney”) announced that, based on the tabulation of its proxy solicitor, it appears that Disney’s full slate of 12 directors has been elected by a substantial margin over the nominees of Trian and Blackwells at Disney’s 2024 Annual Meeting of Shareholders. Cravath is representing Disney in connection with this matter.
Deals & Cases
April 02, 2024
Cravath represented the underwriters in connection with the $1 billion registered senior notes offering of Dell International L.L.C. and EMC Corporation. Dell International L.L.C. and EMC Corporation are wholly owned subsidiaries of Dell Technologies, a leading integrated technology solutions provider in the IT industry. The transaction closed on March 18, 2024.
Activities & Publications
April 25, 2024
On April 25, 2024, Cravath prepared a memo for its clients entitled “FTC Adopts Rule “Banning” Non‑Compete Clauses with Workers.” The memo examines the Federal Trade Commission’s recently adopted final rule broadly deeming non‑compete clauses with “workers” to be an “unfair method of competition” under Section 5 of the Federal Trade Commission Act. The memo outlines how the final rule does not necessarily constitute a ban on non‑compete clauses, potential legal challenges to the final rule and expected future enforcement. The memo concludes with recommendations for companies to consider to ensure they are in position to adapt to the changing landscape.
Podcasts
March 12, 2024
Amanda Gold is a partner in the Executive Compensation and Benefits Department at Cravath. In the Season 7 premiere of On Tax, she and fellow Cravath partner and host Len Teti talk about beginning her legal career in Arizona and how she became interested in her current tax-adjacent practice. Amanda also discusses her decision to move to New York and join Cravath.
Activities & Publications
February 14, 2024
Cravath partners G.J. Ligelis Jr., Alyssa K. Caples, Christopher K. Fargo and Margaret T. Segall co‑authored the U.S. Law & Practice chapter of the fourth edition of Chambers “Investing In… 2024” Guide, which was published in January 2024. The guide, which is part of the publisher’s Global Practice Guides 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.
Activities & Publications
December 08, 2023
Cravath partners Jonathan J. Katz and Michael L. Arnold participated in the International Bar Association’s 8th Annual Corporate Governance Conference, which was held from December 7‑8, 2023, in Frankfurt, Germany.
Activities & Publications
November 13, 2023
On November 7, 2023, Cravath prepared a memo for its clients entitled “New York Passes Law Restricting Scope of Employee IP Assignment Agreements.” The memo examines the new Section 203-f of the New York Labor Law recently signed by Governor Hochul, which renders unenforceable assignment provisions with respect to certain inventions in employment agreements. The memo outlines what types of agreements the law renders unenforceable, its exceptions, the consequences of violating the law, notice requirements and next steps for employers to consider.
Deals & Cases
April 11, 2024
Cravath represented the underwriters in connection with the $1.2 billion registered senior notes offering of Marathon Oil Corporation, an independent exploration and production company. The transaction closed on March 28, 2024.
Deals & Cases
April 08, 2024
Cravath represented Symetra Financial Corporation in connection with its $250 million 144A/Reg S. senior notes offering. Symetra Financial Corporation is a financial services company in the life insurance industry. The transaction closed on April 3, 2024.
Deals & Cases
April 04, 2024
Cravath represented the initial purchasers in connection with the $750 million 144A/Reg. S high‑yield senior green notes offering of Alcoa Nederland Holding B.V., a wholly owned subsidiary of Alcoa Corporation, a global industry leader in the production of bauxite, alumina and aluminum products. The transaction closed on March 21, 2024.
Deals & Cases
April 04, 2024
On April 3, 2024, The Walt Disney Company (“Disney”) announced that, based on the tabulation of its proxy solicitor, it appears that Disney’s full slate of 12 directors has been elected by a substantial margin over the nominees of Trian and Blackwells at Disney’s 2024 Annual Meeting of Shareholders. Cravath is representing Disney in connection with this matter.
Deals & Cases
April 02, 2024
Cravath represented the underwriters in connection with the $1 billion registered senior notes offering of Dell International L.L.C. and EMC Corporation. Dell International L.L.C. and EMC Corporation are wholly owned subsidiaries of Dell Technologies, a leading integrated technology solutions provider in the IT industry. The transaction closed on March 18, 2024.
Activities & Publications
April 25, 2024
On April 25, 2024, Cravath prepared a memo for its clients entitled “FTC Adopts Rule “Banning” Non‑Compete Clauses with Workers.” The memo examines the Federal Trade Commission’s recently adopted final rule broadly deeming non‑compete clauses with “workers” to be an “unfair method of competition” under Section 5 of the Federal Trade Commission Act. The memo outlines how the final rule does not necessarily constitute a ban on non‑compete clauses, potential legal challenges to the final rule and expected future enforcement. The memo concludes with recommendations for companies to consider to ensure they are in position to adapt to the changing landscape.
Podcasts
March 12, 2024
Amanda Gold is a partner in the Executive Compensation and Benefits Department at Cravath. In the Season 7 premiere of On Tax, she and fellow Cravath partner and host Len Teti talk about beginning her legal career in Arizona and how she became interested in her current tax-adjacent practice. Amanda also discusses her decision to move to New York and join Cravath.
Activities & Publications
February 14, 2024
Cravath partners G.J. Ligelis Jr., Alyssa K. Caples, Christopher K. Fargo and Margaret T. Segall co‑authored the U.S. Law & Practice chapter of the fourth edition of Chambers “Investing In… 2024” Guide, which was published in January 2024. The guide, which is part of the publisher’s Global Practice Guides 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.
Activities & Publications
December 08, 2023
Cravath partners Jonathan J. Katz and Michael L. Arnold participated in the International Bar Association’s 8th Annual Corporate Governance Conference, which was held from December 7‑8, 2023, in Frankfurt, Germany.
Activities & Publications
November 13, 2023
On November 7, 2023, Cravath prepared a memo for its clients entitled “New York Passes Law Restricting Scope of Employee IP Assignment Agreements.” The memo examines the new Section 203-f of the New York Labor Law recently signed by Governor Hochul, which renders unenforceable assignment provisions with respect to certain inventions in employment agreements. The memo outlines what types of agreements the law renders unenforceable, its exceptions, the consequences of violating the law, notice requirements and next steps for employers to consider.
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