Craig B. Brod’s practice focuses on a wide variety of complex securities, corporate governance and corporate matters, including initial public offerings and spin-offs.

Craig advises senior management and boards of U.S. and non-U.S. entities on these subjects, including in connection with SEC filings, public and private offerings of securities, transactions (including spin-offs) and other corporate matters.

Craig represents corporate issuers, investment banks and investors and has extensive experience in the full range of offerings for U.S. and non-U.S. issuers, including initial public offerings, public and private debt and equity financings for established companies, including high yield offerings, and financings in connection with acquisitions and corporate restructurings. His international securities practice has involved global and cross-border financings and exchange listings for issuers domiciled in a wide variety of jurisdictions, including financings for Canadian issuers both within and outside the context of the U.S.-Canadian Multijurisdictional Disclosure System. His issuer counseling experience also extends to a variety of crisis management issues, ranging from accounting restatements to disclosure of cybersecurity incidents.

Craig joined the firm in 1980 and became a partner in 1989.

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Notable Experiences

  • Credit Suisse in connection with aspects of its merger with UBS following the intervention of the Swiss Federal Department of Finance, the Swiss National Bank and the Swiss Financial Market Supervisory Authority FINMA. One of the relationship partners for Credit Suisse dating back to leading our team on Credit Suisse’s initial SEC registration and NYSE listing in 2001.

  • The underwriters in Corebridge’s $1.7 billion IPO and subsequent follow-on offering by American International Group (AIG) of its interest in Corebridge, two of the largest equity offerings in recent periods.

  • The underwriters in Enact Holdings’ $253 million SEC-registered IPO.

  • Alcoa, American Express, Credit Suisse, The Hartford, Honeywell and OpenText in connection with disclosure matters and numerous capital markets and other transactions.

  • The underwriters in a series of transactions that enabled AIG to re-access the capital markets, including AIG’s “re-IPO” in May 2011 and the largest secondary equity offering in U.S. history in September 2012. The firm’s role in the re-IPO was distinguished as a standout for finance by the Financial Times’ U.S. Innovative Lawyers Report in 2011 and the secondary offering was named “North America Equity Issuance of the Year” by International Financing Review in 2013.  

  • Honeywell in the spin-off transactions relating to Resideo and Garrett in connection with a strategic review and in multiple notes offerings.

  • The Hartford in numerous capital markets and liability management transactions.

  • Arconic in multiple debt offerings and Alcoa Corporation in its $1.25 billion Reg S/ Rule 144A senior unsecured notes offering in connection with the separation of Alcoa Corporation and Arconic Inc. and; and a follow-on offering by Alcoa of $500 million of senior notes.

  • Naver and its subsidiary, LINE Corporation, in the $1.3 billion carve-out IPO of LINE from Naver, including a dual-listing in New York and Tokyo.

  • Voya Financial in its June 2016 $800 million dual-tranche offering of investment-grade senior notes and concurrent cash tender offer and January 2018 hybrid securities offering.

  • The underwriters, led by Citigroup Global Markets and Goldman Sachs, in $4.7 billion of registered secondary offerings by AIG of ordinary shares of AerCap Holdings N.V.

  • OpenText Corporation in multiple Rule 144A/Regulation S offerings of senior notes, its $560 million SEC registered cross-border common stock offering, its $1.165 billion acquisition of GXS Group, its $1.6 billion acquisition of Dell EMC’s Enterprise Content Division and its $6 billion acquisition of Micro Focus.

  • The underwriters in a series of debt offerings by Chevron Corporation totaling more than $15 billion.

  • Genting Hong Kong Limited in the IPO and in over $3 billion of registered secondary offerings of Norwegian Cruise Lines Holdings shares. 

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Selected Activities

  • Visiting Clinical Lecturer in Law at Yale Law School 
  • Member of the Advisory Board of the Yale Law School Center for the Study of Corporate Law
  • Chair of the Executive Committee of the Yale Law School Association
  • Member of the Board of Directors of the Yale Law School Fund
  • Former Member, Securities Advisory Committee, Ontario Securities Commission

Publications

Events

January 12, 2021
Outlook for 2021: Disclosure Updates & Corporate Governance

May 9, 2019
2019 Forum for General Counsel: Interactive and Candid Discussions of Real World Challenges (New York)

February 28, 2019
An Inside Look at Spotify’s Direct Listing: The Impact on IPO Decision-Making (New Haven)

February 20, 2019
The Practice of the Future: Technology & Capital Markets (New York) 

June 20, 2018
2018 Forum for General Counsel: Interactive and Candid Discussions of Real World Challenges (New York)

February 23, 2016
2016 Forum for General Counsel: Interactive and Candid Discussions of Real World Challenges (New York) 

January 21, 2015
2015 Forum for General Counsel: Interactive and Candid Discussions of Real World Challenges (New York)

November 11, 2014
Transactions, Tactics and Opportunities: Israel and Global Dealmaking (Tel Aviv)

June 24, 2014
Cybersecurity Risk Management Seminar (New York)