Cravath’s London Office Moves to 100 Cheapside
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 Offices for the Southern and Eastern Districts 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 Offices for the Southern and Eastern Districts 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
August 07, 2025
Paramount Global Completes Merger with Skydance
On August 7, 2025, Paramount Global and Skydance Media (“Skydance”) announced the completion of their merger, creating a standalone global media and entertainment company, Paramount, a Skydance Corporation (“Paramount”). Paramount Class B shares will begin trading today on the Nasdaq Stock Market LLC under “PSKY.” Cravath represented the Paramount Special Committee in connection with the transaction.
Deals & Cases
July 01, 2025
Circle’s Regulatory Clarity Amidst IPO Process
Cravath represented Circle Internet Financial, LLC on SEC regulatory matters concerning the non‑applicability of securities laws to payment stablecoins, concurrent with Circle Internet Group Inc.’s initial public offering.
Deals & Cases
June 04, 2025
Flowserve’s $19 Billion Merger of Equals with Chart
On June 4, 2025, Flowserve Corporation (“Flowserve”) and Chart Industries, Inc. (“Chart”) announced that they have entered into a definitive agreement to combine in an all-stock merger of equals, creating a differentiated leader in industrial process technologies. The combined company is expected to have an enterprise value of approximately $19 billion based on the exchange ratio and the closing share prices for Flowserve and Chart as of June 3, 2025. Under the agreement, which has been unanimously approved by the board of directors of each company, at the closing of the transaction Chart shareholders will receive 3.165 shares of Flowserve common stock for each share of Chart common stock owned. Following the close of the transaction, Flowserve shareholders will own approximately 46.5% and Chart shareholders will own approximately 53.5% of the combined company, on a fully diluted basis. Cravath is representing Flowserve in connection with the transaction.
Deals & Cases
May 07, 2025
Costamare’s Spin‑Off of Costamare Bulkers
On May 7, 2025, Costamare Inc. (“Costamare”) announced that it has completed the spin‑off of its dry bulk business into a standalone public company, Costamare Bulkers Holdings Limited (“Costamare Bulkers”). Each holder of Costamare common shares received one common share of Costamare Bulkers for every five Costamare common shares held as of the close of business on April 29, 2025. Cravath represented Costamare in connection with the transaction.
Deals & Cases
February 18, 2025
Light & Wonder’s Acquisition of Grover Gaming’s Charitable Gaming Assets
On February 18, 2025, Light & Wonder, Inc. (“Light & Wonder”), the leading cross‑platform global games company, announced that it has entered into a definitive agreement to acquire the charitable gaming assets of Grover Gaming, Inc. and G2 Gaming, Inc. (together, “Grover Gaming”), a leading provider of electronic pull‑tabs for charitable gaming in the U.S., for total consideration of $850 million cash, subject to customary purchase price adjustments, and a four‑year revenue based earn‑out of up to $200 million cash. Cravath is representing Light & Wonder in connection with the transaction.
Publications
August 11, 2025
Cravath Publishes Finance & Capital Markets Quarterly Review for Q2 2025
On August 11, 2025, 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 2025. Highlights from this edition include:
Publications
August 11, 2025
Cravath Publishes Quarterly Review on Q2 2025 Trends in M&A, Activism and Corporate Governance
On August 11, 2025, 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:
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
July 16, 2025
Kimberley Drexler Speaks at the Society for Corporate Governance’s 2025 National Conference
Cravath partner Kimberley S. Drexler participated in the Society for Corporate Governance’s 2025 National Conference, which was held from July 9‑12, 2025 in Colorado Springs. The program, entitled “Elevating Governance,” addressed challenges facing governance leaders through a combination of panels, keynotes, fireside chats and interactive roundtable sessions on topics including the corporate environment, core governance practices, key governance moments and the regulatory landscape. Kimberley spoke on a panel entitled “Taking a Fresh Look at Committee Structures,” in which panelists examined current demands and challenges, as well as evolving best practices, for board committees.
Publications
July 02, 2025
Structuring Share Repurchases: Rule 10b‑18 and Rule 10b5‑1 Applied to Open‑Market Share Repurchase Programs, Accelerated Share Repurchase Transactions and Enhanced Open‑Market Share Repurchase Transactions
On July 1, 2025, Cravath prepared a memo for its clients entitled “Structuring Share Repurchases: Rule 10b‑18 and Rule 10b5‑1 Applied to Open‑Market Share Repurchase Programs, Accelerated Share Repurchase Transactions and Enhanced Open‑Market Share Repurchase Transactions.”
Deals & Cases
August 07, 2025
Paramount Global Completes Merger with Skydance
On August 7, 2025, Paramount Global and Skydance Media (“Skydance”) announced the completion of their merger, creating a standalone global media and entertainment company, Paramount, a Skydance Corporation (“Paramount”). Paramount Class B shares will begin trading today on the Nasdaq Stock Market LLC under “PSKY.” Cravath represented the Paramount Special Committee in connection with the transaction.
Deals & Cases
July 01, 2025
Circle’s Regulatory Clarity Amidst IPO Process
Cravath represented Circle Internet Financial, LLC on SEC regulatory matters concerning the non‑applicability of securities laws to payment stablecoins, concurrent with Circle Internet Group Inc.’s initial public offering.
Deals & Cases
June 04, 2025
Flowserve’s $19 Billion Merger of Equals with Chart
On June 4, 2025, Flowserve Corporation (“Flowserve”) and Chart Industries, Inc. (“Chart”) announced that they have entered into a definitive agreement to combine in an all-stock merger of equals, creating a differentiated leader in industrial process technologies. The combined company is expected to have an enterprise value of approximately $19 billion based on the exchange ratio and the closing share prices for Flowserve and Chart as of June 3, 2025. Under the agreement, which has been unanimously approved by the board of directors of each company, at the closing of the transaction Chart shareholders will receive 3.165 shares of Flowserve common stock for each share of Chart common stock owned. Following the close of the transaction, Flowserve shareholders will own approximately 46.5% and Chart shareholders will own approximately 53.5% of the combined company, on a fully diluted basis. Cravath is representing Flowserve in connection with the transaction.
Deals & Cases
May 07, 2025
Costamare’s Spin‑Off of Costamare Bulkers
On May 7, 2025, Costamare Inc. (“Costamare”) announced that it has completed the spin‑off of its dry bulk business into a standalone public company, Costamare Bulkers Holdings Limited (“Costamare Bulkers”). Each holder of Costamare common shares received one common share of Costamare Bulkers for every five Costamare common shares held as of the close of business on April 29, 2025. Cravath represented Costamare in connection with the transaction.
Deals & Cases
February 18, 2025
Light & Wonder’s Acquisition of Grover Gaming’s Charitable Gaming Assets
On February 18, 2025, Light & Wonder, Inc. (“Light & Wonder”), the leading cross‑platform global games company, announced that it has entered into a definitive agreement to acquire the charitable gaming assets of Grover Gaming, Inc. and G2 Gaming, Inc. (together, “Grover Gaming”), a leading provider of electronic pull‑tabs for charitable gaming in the U.S., for total consideration of $850 million cash, subject to customary purchase price adjustments, and a four‑year revenue based earn‑out of up to $200 million cash. Cravath is representing Light & Wonder in connection with the transaction.
Publications
August 11, 2025
Cravath Publishes Finance & Capital Markets Quarterly Review for Q2 2025
On August 11, 2025, 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 2025. Highlights from this edition include:
Publications
August 11, 2025
Cravath Publishes Quarterly Review on Q2 2025 Trends in M&A, Activism and Corporate Governance
On August 11, 2025, 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:
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
July 16, 2025
Kimberley Drexler Speaks at the Society for Corporate Governance’s 2025 National Conference
Cravath partner Kimberley S. Drexler participated in the Society for Corporate Governance’s 2025 National Conference, which was held from July 9‑12, 2025 in Colorado Springs. The program, entitled “Elevating Governance,” addressed challenges facing governance leaders through a combination of panels, keynotes, fireside chats and interactive roundtable sessions on topics including the corporate environment, core governance practices, key governance moments and the regulatory landscape. Kimberley spoke on a panel entitled “Taking a Fresh Look at Committee Structures,” in which panelists examined current demands and challenges, as well as evolving best practices, for board committees.
Publications
July 02, 2025
Structuring Share Repurchases: Rule 10b‑18 and Rule 10b5‑1 Applied to Open‑Market Share Repurchase Programs, Accelerated Share Repurchase Transactions and Enhanced Open‑Market Share Repurchase Transactions
On July 1, 2025, Cravath prepared a memo for its clients entitled “Structuring Share Repurchases: Rule 10b‑18 and Rule 10b5‑1 Applied to Open‑Market Share Repurchase Programs, Accelerated Share Repurchase Transactions and Enhanced Open‑Market Share Repurchase Transactions.”
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