Proxy Season Preview

Elizabeth Morgan represents public and private companies, as well as investment banks and investors, in a broad range of capital markets transactions and corporate governance and disclosure matters.

Ms. Morgan’s capital markets experience includes investment-grade and high-yield debt, sustainability-linked and green bonds, convertible notes, preferred stock, initial public offerings, secondary offerings, “shelf” offerings, “at-the-market” offerings, and Rule 144A transactions, as well as private placement transactions, tender offers, exchange offers, consent solicitations, and other corporate reorganization and liability management transactions.

Ms. Morgan also advises public companies and their boards of directors on corporate governance, securities law, and ESG and sustainability matters, including best practices and disclosures. Representative experience includes advising on Securities and Exchange Commission reporting requirements, proxy disclosures, stakeholder engagement, director independence, proxy advisory services, board and committee charters and governance guidelines, and disclosure controls and procedures. She also advises public companies on shareholder activism, including on shareholder proposals and preparing for and responding to hedge fund and corporate governance activism.

Ms. Morgan’s experience includes a variety of syndicated loan transactions, leveraged acquisition finance, mergers and acquisitions, and other strategic corporate transactions. She represents both foreign and domestic companies in a variety of industries, including healthcare, retail, technology, and REITs.

LizAnn is a trusted advisor to companies, organizations and individuals facing complex business and legal challenges. She is a highly accomplished professional with a remarkable career that spans the legal, academic, and public sectors. Her career has been shaped by working collaboratively to identify opportunities, implement value-enhancing strategies and solve problems. LizAnn brings an unusual range of business, strategy and regulatory expertise in both large organizations and startups. She regularly advises entrepreneurs, evaluates and invests in businesses, and serves on public, private and governmental boards.

LizAnn is an Acting Professor of the Practice at Cornell Law School, and has taught at Cornell in Ithaca and Cornell Tech on Roosevelt Island since 2018. At the end of 2018, LizAnn retired from Cravath, where she had been a Corporate Partner since 2005, and had a wonderful 20 plus-year career. Her practice focused on domestic and international public and private corporate finance transactions, corporate governance and reporting matters, M&A, and liability management transactions. She has worked across many industries, including technology, financial services, industrials and consumer products.

From January 2022 to September 2022, LizAnn served as the Deputy Director, Disclosure Operations, Division of Corporation Finance at the SEC. In that seat, she led a team of over 350 people overseeing the disclosure review program for ‘33 and ‘34 Act disclosure, including in emerging areas such as fintech and digital assets, and division-wide performance evaluation, risk oversight and strategy.

LizAnn’s experiences have deepened her passion to work with entrepreneurs as a valuable sounding board to them on strategy, regulatory matters and talent. She was on the board of a SPAC and serves on the board of CEA company capitalizing on emerging market trends. Since 2018, through teaching at Cornell Tech, she has spent time with entrepreneurs early in their startup journey. This complements her role as a Senior Partner, Strategy & Regulatory, at Braven, an early-stage investment firm, and as an independent advisor to startups in the fintech, digital health and consumer products.

Michael L. Arnold is a member of Cravath’s Corporate Governance and Board Advisory Practice. Mr. Arnold counsels clients with respect to their most sensitive and highest‑risk matters, advising boards of directors and senior management on a broad range of corporate governance, public reporting, disclosure and compliance matters, including in connection with restatements and other financial crises, as well as cybersecurity incidents. He also advises companies on matters relating to Environmental, Social and Governance (ESG) issues, particularly with respect to investor engagement, ESG shareholder proposals and activism, voluntary and mandatory ESG reporting, and ESG‑related governance processes.

Mr. Arnold is a frequent speaker and author on legal developments impacting the areas of corporate governance and ESG. He has moderated or spoken on panels hosted by the American Bar Association, the University of Delaware’s Weinberg Center for Corporate Governance, the American College of Governance Counsel and the Council of Institutional Investors, among others, and at events such as TechGC’s Global Summit, the Florida Bar Association’s Federal Securities Institute and Northwestern Pritzker School of Law’s Ray Garrett / Corporate Counsel Institute and Securities Regulation Institute. His writings on corporate governance‑related topics have been published by outlets including the Harvard Law School Forum on Corporate Governance, Columbia Law School’s Blue Sky Blog and Wolters Kluwer’s Insights: The Corporate & Securities Law Advisor. Mr. Arnold currently serves as Co‑Chair of the American Bar Association’s ESG Subcommittee, a joint subcommittee of the Corporate Governance Committee and Federal Regulation of Securities Committee in the Section of Business Law, and served as Co‑Chair of the drafting committee for the Federal Regulation of Securities Committee in their comment letter on the SEC’s climate change disclosure rulemaking proposal.

Mr. Arnold has been named to the Lawdragon Green 500: Leaders in Environmental Law list, which recognizes lawyers for their advice on corporate governance, environmental transactions and ESG matters, and the Lawdragon 500 X – The Next Generation list for the fields of Corporate Governance and ESG. He received Euromoney Legal Media Group’s 2022 Americas Rising Star Award for “Best in Corporate Governance.”