Cravath Publishes Winter 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 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
February 28, 2026
Paramount’s $110 Billion Acquisition of Warner Bros. Discovery, Inc.
On February 27, 2026, Paramount Skydance Corporation (“Paramount”) and Warner Bros. Discovery, Inc. ("WBD") announced they have entered into a definitive merger agreement under which Paramount will acquire WBD. Under the terms of the agreement, Paramount will pay $31.00 per share in cash for all outstanding shares of WBD. The transaction values WBD at an enterprise value of $110 billion, and has been unanimously approved by the Boards of Directors of both companies. Cravath is representing Paramount in connection with the transaction.
Deals & Cases
February 24, 2026
ADT’s Acquisition of Origin
On February 24, 2026, ADT, a leading provider of security, interactive and smart home solutions serving residential and small business customers in the U.S., announced it has acquired Origin Wireless, Inc. (“Origin”), bringing Origin’s AI sensing platform and related intellectual property into the ADT ecosystem. The purchase price for the transaction was $170 million in cash, subject to customary purchase price adjustments. Cravath is representing ADT in connection with the transaction.
Deals & Cases
December 09, 2025
Paramount’s $108.4 Billion All‑Cash Tender Offer to Acquire Warner Bros. Discovery, Inc.
On December 8, 2025, Paramount, a Skydance Corporation (“Paramount”), announced it has commenced an all-cash tender offer to acquire all of the outstanding shares of Warner Bros. Discovery, Inc. (“WBD”) for $30.00 per share in cash, equating to an enterprise value of $108.4 billion. Paramount’s proposed transaction is for the entirety of WBD, including the Global Networks segment. Cravath is representing Paramount in connection with the transaction.
Deals & Cases
November 18, 2025
Axalta’s $25 Billion Merger of Equals with AkzoNobel
On November 18, 2025, Axalta Coating Systems Ltd. (“Axalta”) and Akzo Nobel N.V. announced that they have entered into a definitive agreement to combine in an all‑stock merger of equals, creating a premier global coatings company with an enterprise value of approximately $25 billion. Cravath is representing Axalta in connection with the transaction.
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.
Activities
March 26, 2026
G.J. Ligelis Jr. Speaks at the 38th Annual Tulane Corporate Law Institute
On March 20, 2026, Cravath partner G.J. Ligelis Jr. participated in the 38th Annual Tulane Corporate Law Institute, which was hosted by Tulane University Law School from March 19‑20 in New Orleans, Louisiana. The event featured discussions between M&A and securities practitioners, Delaware Supreme Court and Court of Chancery judiciary, corporate counsel and investment bankers on topics in M&A, corporate and securities law. G.J. spoke on a panel entitled “The Shareholder Proposal Process.”
Activities
March 25, 2026
Elad Roisman Interviews SEC Chair at Blockworks’ 2026 Digital Asset Summit
On March 24, 2026, Cravath partner Elad Roisman participated in Blockworks’ Digital Asset Summit 2026 in New York. The summit hosted asset managers, financial institutions, crypto service providers, allocators and policy makers and regulators to discuss onchain institutional finance, digital assets in public markets, stablecoins and global payments, DeFi and risk management and U.S. and global digital asset policy. Elad interviewed SEC Chairman Paul Atkins in a keynote conversation.
Activities
March 25, 2026
Elad Roisman Moderates Sessions at PLI’s The SEC Speaks in 2026 Program
Cravath partner Elad Roisman participated in “The SEC Speaks in 2026,” a program presented by the Practising Law Institute in cooperation with the U.S. Securities and Exchange Commission from March 19‑20, 2026, in Washington, D.C. The program provided an essential update on the current initiatives and priorities at the Commission through panel discussions by senior staff at the Divisions of Investment Management, Trading and Markets, Corporation Finance, Enforcement, Examinations and Economic and Risk Analysis, and the Offices of the Chief Accountant, General Counsel and more. Elad moderated the Division of Corporation Finance and Division of Trading and Markets panels alongside other former SEC Commissioners.
Publications
March 23, 2026
SEC Issues Interpretation on Application of Securities Laws to Crypto Assets
On March 23, 2026, Cravath prepared a memo for its clients entitled “SEC Issues Interpretation on Application of Securities Laws to Crypto Assets.” The memo examines an interpretation and guidance issued by the U.S. Securities and Exchange Commission and the Commodity Futures Trading Commission clarifying the application of federal securities laws to certain crypto assets and transactions involving crypto assets.
Publications
March 11, 2026
FPI Section 16(a) Reporting Update: Final Rules, Conditional Exemptive Relief Order and Frequently Asked Questions
On March 11, 2026, Cravath prepared a memo for its clients entitled “FPI Section 16(a) Reporting Update: Final Rules, Conditional Exemptive Relief Order and Frequently Asked Questions.” The memo examines the U.S. Securities and Exchange Commission’s adoption of final rule and form amendments and issuance of a conditional exemptive relief order, as well as the Frequently Asked Questions posted by staff of the Division of Corporation Finance of the SEC, ahead of the March 18, 2026, deadline for compliance with the Holding Foreign Insiders Accountable Act.
Deals & Cases
February 28, 2026
Paramount’s $110 Billion Acquisition of Warner Bros. Discovery, Inc.
On February 27, 2026, Paramount Skydance Corporation (“Paramount”) and Warner Bros. Discovery, Inc. ("WBD") announced they have entered into a definitive merger agreement under which Paramount will acquire WBD. Under the terms of the agreement, Paramount will pay $31.00 per share in cash for all outstanding shares of WBD. The transaction values WBD at an enterprise value of $110 billion, and has been unanimously approved by the Boards of Directors of both companies. Cravath is representing Paramount in connection with the transaction.
Deals & Cases
February 24, 2026
ADT’s Acquisition of Origin
On February 24, 2026, ADT, a leading provider of security, interactive and smart home solutions serving residential and small business customers in the U.S., announced it has acquired Origin Wireless, Inc. (“Origin”), bringing Origin’s AI sensing platform and related intellectual property into the ADT ecosystem. The purchase price for the transaction was $170 million in cash, subject to customary purchase price adjustments. Cravath is representing ADT in connection with the transaction.
Deals & Cases
December 09, 2025
Paramount’s $108.4 Billion All‑Cash Tender Offer to Acquire Warner Bros. Discovery, Inc.
On December 8, 2025, Paramount, a Skydance Corporation (“Paramount”), announced it has commenced an all-cash tender offer to acquire all of the outstanding shares of Warner Bros. Discovery, Inc. (“WBD”) for $30.00 per share in cash, equating to an enterprise value of $108.4 billion. Paramount’s proposed transaction is for the entirety of WBD, including the Global Networks segment. Cravath is representing Paramount in connection with the transaction.
Deals & Cases
November 18, 2025
Axalta’s $25 Billion Merger of Equals with AkzoNobel
On November 18, 2025, Axalta Coating Systems Ltd. (“Axalta”) and Akzo Nobel N.V. announced that they have entered into a definitive agreement to combine in an all‑stock merger of equals, creating a premier global coatings company with an enterprise value of approximately $25 billion. Cravath is representing Axalta in connection with the transaction.
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.
Activities
March 26, 2026
G.J. Ligelis Jr. Speaks at the 38th Annual Tulane Corporate Law Institute
On March 20, 2026, Cravath partner G.J. Ligelis Jr. participated in the 38th Annual Tulane Corporate Law Institute, which was hosted by Tulane University Law School from March 19‑20 in New Orleans, Louisiana. The event featured discussions between M&A and securities practitioners, Delaware Supreme Court and Court of Chancery judiciary, corporate counsel and investment bankers on topics in M&A, corporate and securities law. G.J. spoke on a panel entitled “The Shareholder Proposal Process.”
Activities
March 25, 2026
Elad Roisman Interviews SEC Chair at Blockworks’ 2026 Digital Asset Summit
On March 24, 2026, Cravath partner Elad Roisman participated in Blockworks’ Digital Asset Summit 2026 in New York. The summit hosted asset managers, financial institutions, crypto service providers, allocators and policy makers and regulators to discuss onchain institutional finance, digital assets in public markets, stablecoins and global payments, DeFi and risk management and U.S. and global digital asset policy. Elad interviewed SEC Chairman Paul Atkins in a keynote conversation.
Activities
March 25, 2026
Elad Roisman Moderates Sessions at PLI’s The SEC Speaks in 2026 Program
Cravath partner Elad Roisman participated in “The SEC Speaks in 2026,” a program presented by the Practising Law Institute in cooperation with the U.S. Securities and Exchange Commission from March 19‑20, 2026, in Washington, D.C. The program provided an essential update on the current initiatives and priorities at the Commission through panel discussions by senior staff at the Divisions of Investment Management, Trading and Markets, Corporation Finance, Enforcement, Examinations and Economic and Risk Analysis, and the Offices of the Chief Accountant, General Counsel and more. Elad moderated the Division of Corporation Finance and Division of Trading and Markets panels alongside other former SEC Commissioners.
Publications
March 23, 2026
SEC Issues Interpretation on Application of Securities Laws to Crypto Assets
On March 23, 2026, Cravath prepared a memo for its clients entitled “SEC Issues Interpretation on Application of Securities Laws to Crypto Assets.” The memo examines an interpretation and guidance issued by the U.S. Securities and Exchange Commission and the Commodity Futures Trading Commission clarifying the application of federal securities laws to certain crypto assets and transactions involving crypto assets.
Publications
March 11, 2026
FPI Section 16(a) Reporting Update: Final Rules, Conditional Exemptive Relief Order and Frequently Asked Questions
On March 11, 2026, Cravath prepared a memo for its clients entitled “FPI Section 16(a) Reporting Update: Final Rules, Conditional Exemptive Relief Order and Frequently Asked Questions.” The memo examines the U.S. Securities and Exchange Commission’s adoption of final rule and form amendments and issuance of a conditional exemptive relief order, as well as the Frequently Asked Questions posted by staff of the Division of Corporation Finance of the SEC, ahead of the March 18, 2026, deadline for compliance with the Holding Foreign Insiders Accountable Act.
Cravath Bicentennial
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