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
February 28, 2024
On February 28, 2024, Viatris Inc. (“Viatris”), a global healthcare company, and Idorsia Ltd (“Idorsia”) announced they have entered into agreements for a significant global research and development collaboration under which Viatris will receive exclusive global development and commercialization rights to two Phase 3 assets as well as the potential to add additional innovative assets in the future.
Deals & Cases
February 12, 2024
On February 12, 2024, CymaBay Therapeutics (“CymaBay”) and Gilead Sciences, Inc. (“Gilead”) announced a definitive agreement under which Gilead will acquire CymaBay for $32.50 per share in cash or a total equity value of $4.3 billion. The addition of CymaBay’s investigational lead product candidate, seladelpar for the treatment of primary biliary cholangitis, complements Gilead’s existing liver portfolio and aligns with its longstanding commitment to bringing transformational medicines to patients. Cravath is representing CymaBay in connection with the transaction.
Deals & Cases
February 12, 2024
On February 12, 2024, Martin Marietta Materials, Inc. (“Martin Marietta”) announced that on February 11, 2024, it entered into a definitive agreement to acquire 20 active aggregates operations in Alabama, South Carolina, South Florida, Tennessee, and Virginia from affiliates of Blue Water Industries LLC (“BWI Southeast”) for $2.05 billion in cash. Additionally, on February 9, 2024, Martin Marietta completed its previously announced divestiture of its South Texas cement and related concrete operations to CRH Americas Materials, Inc., a subsidiary of CRH plc, for $2.1 billion in cash. Cravath is representing Martin Marietta in connection with the transactions.
Deals & Cases
February 06, 2024
On February 6, 2024, altafiber, provider of integrated communications solutions over its fiber‑optic network to residential and business customers in Ohio, Kentucky, and Indiana, and TowerBrook Capital Partners (“TowerBrook”), the New York and London‑based international investment firm, announced that TowerBrook has agreed to acquire CBTS, a leading North American provider of IT solutions and services, from altafiber. Cravath is representing altafiber in connection with the transaction.
Deals & Cases
January 31, 2024
Cravath represented AerCap Ireland Capital Designated Activity Company and AerCap Global Aviation Trust in connection with their $1.5 billion registered senior notes offering. AerCap Ireland Capital Designated Activity Company and AerCap Global Aviation Trust are wholly owned subsidiaries of AerCap Holdings N.V., the global leader in aircraft leasing. The notes were listed on the Irish Stock Exchange. The transaction closed on January 11, 2024.
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.
Accolades
September 25, 2023
On September 22, 2023, Cravath partners Eric W. Hilfers, Amanda Hines Gold, Jonathan J. Katz and Matthew J. Bobby were named to Lawdragon’s 2024 list of “500 Leading Corporate Employment Lawyers” in recognition of their work advising clients on executive compensation and benefits matters. The list recognizes the “unsurpassed experts who try to keep the balance between Corporate America and its workers.”
Deals & Cases
February 28, 2024
On February 28, 2024, Viatris Inc. (“Viatris”), a global healthcare company, and Idorsia Ltd (“Idorsia”) announced they have entered into agreements for a significant global research and development collaboration under which Viatris will receive exclusive global development and commercialization rights to two Phase 3 assets as well as the potential to add additional innovative assets in the future.
Deals & Cases
February 12, 2024
On February 12, 2024, CymaBay Therapeutics (“CymaBay”) and Gilead Sciences, Inc. (“Gilead”) announced a definitive agreement under which Gilead will acquire CymaBay for $32.50 per share in cash or a total equity value of $4.3 billion. The addition of CymaBay’s investigational lead product candidate, seladelpar for the treatment of primary biliary cholangitis, complements Gilead’s existing liver portfolio and aligns with its longstanding commitment to bringing transformational medicines to patients. Cravath is representing CymaBay in connection with the transaction.
Deals & Cases
February 12, 2024
On February 12, 2024, Martin Marietta Materials, Inc. (“Martin Marietta”) announced that on February 11, 2024, it entered into a definitive agreement to acquire 20 active aggregates operations in Alabama, South Carolina, South Florida, Tennessee, and Virginia from affiliates of Blue Water Industries LLC (“BWI Southeast”) for $2.05 billion in cash. Additionally, on February 9, 2024, Martin Marietta completed its previously announced divestiture of its South Texas cement and related concrete operations to CRH Americas Materials, Inc., a subsidiary of CRH plc, for $2.1 billion in cash. Cravath is representing Martin Marietta in connection with the transactions.
Deals & Cases
February 06, 2024
On February 6, 2024, altafiber, provider of integrated communications solutions over its fiber‑optic network to residential and business customers in Ohio, Kentucky, and Indiana, and TowerBrook Capital Partners (“TowerBrook”), the New York and London‑based international investment firm, announced that TowerBrook has agreed to acquire CBTS, a leading North American provider of IT solutions and services, from altafiber. Cravath is representing altafiber in connection with the transaction.
Deals & Cases
January 31, 2024
Cravath represented AerCap Ireland Capital Designated Activity Company and AerCap Global Aviation Trust in connection with their $1.5 billion registered senior notes offering. AerCap Ireland Capital Designated Activity Company and AerCap Global Aviation Trust are wholly owned subsidiaries of AerCap Holdings N.V., the global leader in aircraft leasing. The notes were listed on the Irish Stock Exchange. The transaction closed on January 11, 2024.
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.
Accolades
September 25, 2023
On September 22, 2023, Cravath partners Eric W. Hilfers, Amanda Hines Gold, Jonathan J. Katz and Matthew J. Bobby were named to Lawdragon’s 2024 list of “500 Leading Corporate Employment Lawyers” in recognition of their work advising clients on executive compensation and benefits matters. The list recognizes the “unsurpassed experts who try to keep the balance between Corporate America and its workers.”
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.
Attorney Advertising. ©2024 Cravath, Swaine & Moore LLP.