Cravath’s New York Office Moves to Two Manhattan West
Christine A. Varney is Chair of the Antitrust Practice. Ms. Varney has been widely recognized as one of the leading antitrust lawyers in the United States in both private practice and in government service, and she is the only person to have served as both the U.S. Assistant Attorney General for Antitrust and as a Commissioner of the Federal Trade Commission (FTC).
Ms. Varney formulates global antitrust strategy for clients in connection with joint ventures, mergers, acquisitions, dispositions and other business transactions, including advising on business conduct or potential investments to ensure compliance with antitrust laws, securing antitrust regulatory approvals, and handling internal or governmental investigations into anticompetitive behavior. Her clients span diverse industries, including cable, financial services, manufacturing, pharmaceuticals, retail, transportation, technology and telecommunications.
From 2009 until 2011, Ms. Varney served as Assistant Attorney General and headed the Justice Department’s Antitrust Division. In that role she oversaw all aspects of the Division’s operations, including merger review, criminal and civil litigation and investigations and coordination with competition regulators outside the United States.
From 1994 through 1997, Ms. Varney served as a Commissioner of the FTC. While at the FTC, she played a leading role on a broad range of competition law issues, and she is widely credited with pioneering the application of innovation market theory analysis to information technology and biotechnology transactions.
Prior to becoming FTC Commissioner, Ms. Varney served as Assistant to the President and Secretary to the Cabinet in the Clinton administration.
From 1997 when she left the FTC until her appointment as Assistant Attorney General in 2009, Ms. Varney was in private practice, representing major corporations before the DOJ and the FTC and advising her clients on a wide variety of legal and business issues.
Ms. Varney has been recognized as a leading lawyer by numerous professional publications. In 2023, she received The New York Law Journal’s Lifetime Achievement Award. The National Law Journal selected her as one of the “100 Most Influential Lawyers in America” and as one of 50 “Governance, Risk & Compliance Trailblazers & Pioneers.” She was also recognized by the publication as a Mergers & Acquisitions and Antitrust Trailblazer. Ms. Varney was named a “Competition MVP” by Law360 and “Lawyer of the Year” by Global Competition Review (GCR). The Am Law Litigation Daily has recognized Ms. Varney as “Litigator of the Week” for her role in securing an antitrust trial win rejecting the FTC’s challenge to Illumina’s $8 billion acquisition of GRAIL. She also was featured by GCR as one of the top “Women in Antitrust” worldwide and received Euromoney Legal Media Group’s Americas Women in Business Law Award for “Best in Antitrust/Competition.” She was named to Lawdragon’s Hall of Fame in 2020. Ms. Varney has been recognized as a leader in antitrust law by Chambers Global, Chambers USA, Lawdragon’s list of “500 Leading Lawyers in America,” Lawdragon’s list of “500 Leading Litigators in America,” Benchmark Litigation, The Best Lawyers in America, The Legal 500 US, PLC Which Lawyer?, Who’s Who Legal, Crain’s New York Business and the Ethisphere Institute. She is often asked to speak publicly on the topics of antitrust, international competition, mergers and government investigations.
Ms. Varney is Co-Chair of the Board of Directors of the Brennan Center for Justice. She also currently serves on the Boards of Trustees of the American Museum of Natural History and Third Way. Ms. Varney is a fellow of the American Bar Foundation and serves as a member of the International Bar Association, the Council on Foreign Relations, The American Law Institute and The Economic Club of New York. She has been a Lecturer in Law at Columbia Law School, teaching the course “Antitrust in Action.”
Ms. Varney was born in Washington, D.C. She received a B.A. from the State University of New York at Albany in 1977, an M.P.A. from Syracuse University in 1982 and a J.D. from Georgetown University Law Center in 1986.
From 2009 until 2011, Ms. Varney served as Assistant Attorney General and headed the Justice Department’s Antitrust Division. In that role she oversaw all aspects of the Division’s operations, including merger review, criminal and civil litigation and investigations and coordination with competition regulators outside the United States.
From 1994 through 1997, Ms. Varney served as a Commissioner of the FTC. While at the FTC, she played a leading role on a broad range of competition law issues, and she is widely credited with pioneering the application of innovation market theory analysis to information technology and biotechnology transactions.
Prior to becoming FTC Commissioner, Ms. Varney served as Assistant to the President and Secretary to the Cabinet in the Clinton administration.
From 1997 when she left the FTC until her appointment as Assistant Attorney General in 2009, Ms. Varney was in private practice, representing major corporations before the DOJ and the FTC and advising her clients on a wide variety of legal and business issues.
Ms. Varney has been recognized as a leading lawyer by numerous professional publications. In 2023, she received The New York Law Journal’s Lifetime Achievement Award. The National Law Journal selected her as one of the “100 Most Influential Lawyers in America” and as one of 50 “Governance, Risk & Compliance Trailblazers & Pioneers.” She was also recognized by the publication as a Mergers & Acquisitions and Antitrust Trailblazer. Ms. Varney was named a “Competition MVP” by Law360 and “Lawyer of the Year” by Global Competition Review (GCR). The Am Law Litigation Daily has recognized Ms. Varney as “Litigator of the Week” for her role in securing an antitrust trial win rejecting the FTC’s challenge to Illumina’s $8 billion acquisition of GRAIL. She also was featured by GCR as one of the top “Women in Antitrust” worldwide and received Euromoney Legal Media Group’s Americas Women in Business Law Award for “Best in Antitrust/Competition.” She was named to Lawdragon’s Hall of Fame in 2020. Ms. Varney has been recognized as a leader in antitrust law by Chambers Global, Chambers USA, Lawdragon’s list of “500 Leading Lawyers in America,” Lawdragon’s list of “500 Leading Litigators in America,” Benchmark Litigation, The Best Lawyers in America, The Legal 500 US, PLC Which Lawyer?, Who’s Who Legal, Crain’s New York Business and the Ethisphere Institute. She is often asked to speak publicly on the topics of antitrust, international competition, mergers and government investigations.
Ms. Varney is Co-Chair of the Board of Directors of the Brennan Center for Justice. She also currently serves on the Boards of Trustees of the American Museum of Natural History and Third Way. Ms. Varney is a fellow of the American Bar Foundation and serves as a member of the International Bar Association, the Council on Foreign Relations, The American Law Institute and The Economic Club of New York. She has been a Lecturer in Law at Columbia Law School, teaching the course “Antitrust in Action.”
Ms. Varney was born in Washington, D.C. She received a B.A. from the State University of New York at Albany in 1977, an M.P.A. from Syracuse University in 1982 and a J.D. from Georgetown University Law Center in 1986.
Education
-
J.D., 1986, Georgetown University Law Center
-
M.P.A., 1982, Syracuse University
-
B.A., 1977, State University of New York, Albany
Admitted In
- New York
- District of Columbia
Professional Affiliations
American Bar Foundation
- Fellow, since 2017
American Bar Association
International Bar Association
Organizations
American Museum of Natural History
- Member, Board of Trustees, since 2012
Brennan Center for Justice at New York University School of Law
- Member, Board of Directors, since 2012
- Co-Chair, since 2024
Council on Foreign Relations
The Economic Club of New York
Third Way
- Board of Trustees
Rankings
Benchmark Litigation
- Antitrust Star - National (2025‑2014)
- Litigation Star - New York (2025‑2014)
Benchmark Top 250 Women in Litigation (2024‑2014)
Best Lawyers in America
- Antitrust Law (2025‑2012)
Chambers Global
- Competition/Antitrust - USA (2023-2018)
Chambers USA
- Antitrust - Nationwide (2022-2017)
- Antitrust - New York (2024‑2013)
Crain’s New York Business
- Leading Women Lawyers in NYC (2018)
Ethisphere Institute’s “Attorneys Who Matter”
- Specialist - Private Practice (2017-2014)
Global Competition Review
- Lawyer of the Year (2023, 2014)
- Women in Antitrust (2021, 2016)
Law360
- Competition MVP of the Year (2015)
Lawdragon
- Hall of Fame (2020)
- 500 Leading Lawyers in America (2019‑2011)
- 500 Leading Litigators in America (2025, 2024, 2023)
Leaders League Litigation & International Arbitration Report
- New York City Best Law Firms: Antitrust (2015‑2016)
- United States Best Law Firms: Antitrust (2015‑2016)
The Legal 500 US
- Antitrust (2024‑2012)
The National Law Journal
- The 100 Most Influential Lawyers in America (2013)
- Governance, Risk & Compliance Trailblazers & Pioneers (2014)
- Mergers & Acquisitions and Antitrust Trailblazers (2016)
New York Law Journal
- Lifetime Achievement (2023)
Americas Women in Business Law Awards - Best in Antitrust/Competition, Euromoney Legal Media Group (2015, 2014)
Deals & Cases
October 31, 2024
Sterling Check Corp.’s $2.2 Billion Acquisition by First Advantage Corporation
On October 31, 2024, Sterling Check Corp. announced the closing of its acquisition by First Advantage Corporation, with a transaction value of approximately $2.2 billion. Sterling and First Advantage are both global providers of technology‑enabled background and identity verification services. As publicly announced, the companies entered a merger agreement on February 29, 2024, and received second requests from the Department of Justice on May 28, 2024. The parties announced the satisfaction of regulatory closing conditions on October 29, 2024. Cravath represented Sterling on all antitrust matters in connection with the transaction.
Deals & Cases
October 15, 2024
Epic Games Wins Post‑Trial Injunction in Antitrust Case Against Google
On October 7, 2024, the U.S. District Court for the Northern District of California entered a post‑trial order in favor of Cravath client Epic Games imposing a nationwide three‑year permanent injunction against Google. The injunction, which follows Epic’s jury trial win against Google last year, prohibits Google from paying competitors not to compete and requires Google to distribute alternative app stores on the Google Play Store and provide alternative app stores with access to the Google Play Store’s catalog of apps.
Deals & Cases
July 08, 2024
Paramount’s $28 Billion Merger Agreement with Skydance
On July 7, 2024, Paramount Global (“Paramount”), a leading global media, streaming and entertainment company, and Skydance Media (“Skydance”), a diversified media company founded to create high-quality, event-level entertainment for global audiences, announced that they have entered into a definitive agreement to form “New Paramount,” a next-generation media and technology leader, through a two-step transaction including the acquisition of National Amusements, Inc. (“NAI”), which holds the controlling share stake in Paramount, and subsequently a merger of Skydance and Paramount. Under the terms of the agreement, which has been approved by the Paramount Board of Directors, acting on the unanimous recommendation of the Special Committee of independent directors, and by NAI, Skydance will merge with Paramount in a transaction valuing New Paramount at an enterprise value of approximately $28 billion. Existing Skydance investors will receive 317 million newly issued Class B shares in New Paramount valuing Skydance at $4.75 billion based on $15 per Paramount Class B share. The Skydance Investor Group will invest up to $6 billion in offers to Class A and Class B stockholders, and use the additional capital to paydown debt and re-capitalize the balance sheet of New Paramount. NAI and its owners have entered into a definitive agreement to sell NAI to Skydance IG for $2.4 billion on a cash-free, debt-free basis. Cravath is representing the Paramount Special Committee in connection with the agreement.
Deals & Cases
December 20, 2023
Aon’s $13.4 Billion Acquisition of NFP
On December 20, 2023, Aon plc (“Aon”), a leading global professional services firm, announced the signing of a definitive agreement to acquire NFP, a leading middle‑market property and casualty broker, benefits consultant, wealth manager and retirement plan advisor, from funds affiliated with NFP’s main capital sponsor, Madison Dearborn Partners, and funds affiliated with HPS Investment Partners. Under the terms of the transaction, Aon will acquire NFP for a total consideration estimated to be $13.4 billion at the time of close, which will be funded by $7 billion of cash and $6.4 billion of Aon stock. Cravath is representing Aon in connection with the transaction.
Deals & Cases
December 19, 2023
Epic Games Defeats Google in Antitrust Trial Victory
On December 11, 2023, a jury unanimously ruled in favor of Cravath client Epic Games (“Epic”) on all counts in its closely watched antitrust case against Google in the U.S. District Court for the Northern District of California, determining—after a multiweek trial—that Google has engaged in anticompetitive behavior in the distribution of mobile apps and in the handling of in‑app payments.
Publications
October 17, 2024
FTC Issues Final HSR Rules
On October 15, 2024, Cravath prepared a memo for its clients entitled “FTC Issues Final HSR Rules.” The memo examines the Federal Trade Commission and the Department of Justice Antitrust Division’s final version of the new Hart‑Scott‑Rodino (HSR) rules, which modify the initial proposed rules released in June 2023. The memo summarizes the HSR rules, which require parties to inform the agencies of proposed acquisitions through a filing process, including notable changes from the current and proposed rules and their implications for filing parties.
Activities
August 15, 2024
Benchmark Litigation Names Four Partners Among “Top 250 Women in Litigation” for the Thirteenth Consecutive Year
Cravath partners Christine A. Varney, Karin A. DeMasi, Rachel G. Skaistis and Lauren A. Moskowitz were recognized by Benchmark Litigation in the 2024 edition of the “Top 250 Women in Litigation,” which honors “the most distinguished women in the world of litigation.” Inclusion in the list is based on a review of individual litigators’ professional activities, client feedback surveys and one‑on‑one interviews. This is the eleventh consecutive year in which Christine has been selected for inclusion in the publication. Karin and Rachel are recognized for the seventh year, and Lauren is recognized for the fourth year.
Activities
March 08, 2024
Christine Varney Speaks at OECD Competition Open Day
On March 6, 2024, Cravath partner Christine A. Varney participated in the Organisation for Economic Co‑operation and Development Competition Open Day in Paris. The event convened legal practitioners, economists, consultants, in‑house counsel, regulators and academics to discuss cutting‑edge topics recently addressed by the OECD Competition Committee. Christine spoke on a panel entitled “The Relationship Between Competition and Innovation,” which reviewed different approaches competition authorities have used and could use to incorporate innovation when evaluating a transaction or determining if a certain behavior is anti‑competitive, including the consideration of efficiencies, the analysis of other drivers of innovation and the design of remedies and commitments.
Activities
January 31, 2024
Christine Varney Elected as Co‑Chair of the Board of Directors for the Brennan Center
In January 2024, the Brennan Center for Justice at NYU Law announced its election of Cravath partner Christine A. Varney as Co‑Chair of its Board of Directors. The Brennan Center is a nonpartisan law and policy institute that works to strengthen the systems of democracy and justice. In addition to her litigation practice, Christine has been involved with the Center for a number of years.
Publications
December 28, 2023
Merger Guidelines Issued by FTC and DOJ
On December 22, 2023, Cravath prepared a memo for its clients entitled “Merger Guidelines Issued by FTC and DOJ.” The memo examines the Federal Trade Commission and the Department of Justice Antitrust Division’s finalized Merger Guidelines, which modify the draft guidelines released in July and replace the 2010 Horizontal Merger Guidelines and the 2020 Vertical Merger Guidelines. The memo outlines the new guidelines and the additional changes made in finalizing them.
Christine A. Varney is Chair of the Antitrust Practice. Ms. Varney has been widely recognized as one of the leading antitrust lawyers in the United States in both private practice and in government service, and she is the only person to have served as both the U.S. Assistant Attorney General for Antitrust and as a Commissioner of the Federal Trade Commission (FTC).
Ms. Varney formulates global antitrust strategy for clients in connection with joint ventures, mergers, acquisitions, dispositions and other business transactions, including advising on business conduct or potential investments to ensure compliance with antitrust laws, securing antitrust regulatory approvals, and handling internal or governmental investigations into anticompetitive behavior. Her clients span diverse industries, including cable, financial services, manufacturing, pharmaceuticals, retail, transportation, technology and telecommunications.
From 2009 until 2011, Ms. Varney served as Assistant Attorney General and headed the Justice Department’s Antitrust Division. In that role she oversaw all aspects of the Division’s operations, including merger review, criminal and civil litigation and investigations and coordination with competition regulators outside the United States.
From 1994 through 1997, Ms. Varney served as a Commissioner of the FTC. While at the FTC, she played a leading role on a broad range of competition law issues, and she is widely credited with pioneering the application of innovation market theory analysis to information technology and biotechnology transactions.
Prior to becoming FTC Commissioner, Ms. Varney served as Assistant to the President and Secretary to the Cabinet in the Clinton administration.
From 1997 when she left the FTC until her appointment as Assistant Attorney General in 2009, Ms. Varney was in private practice, representing major corporations before the DOJ and the FTC and advising her clients on a wide variety of legal and business issues.
Ms. Varney has been recognized as a leading lawyer by numerous professional publications. In 2023, she received The New York Law Journal’s Lifetime Achievement Award. The National Law Journal selected her as one of the “100 Most Influential Lawyers in America” and as one of 50 “Governance, Risk & Compliance Trailblazers & Pioneers.” She was also recognized by the publication as a Mergers & Acquisitions and Antitrust Trailblazer. Ms. Varney was named a “Competition MVP” by Law360 and “Lawyer of the Year” by Global Competition Review (GCR). The Am Law Litigation Daily has recognized Ms. Varney as “Litigator of the Week” for her role in securing an antitrust trial win rejecting the FTC’s challenge to Illumina’s $8 billion acquisition of GRAIL. She also was featured by GCR as one of the top “Women in Antitrust” worldwide and received Euromoney Legal Media Group’s Americas Women in Business Law Award for “Best in Antitrust/Competition.” She was named to Lawdragon’s Hall of Fame in 2020. Ms. Varney has been recognized as a leader in antitrust law by Chambers Global, Chambers USA, Lawdragon’s list of “500 Leading Lawyers in America,” Lawdragon’s list of “500 Leading Litigators in America,” Benchmark Litigation, The Best Lawyers in America, The Legal 500 US, PLC Which Lawyer?, Who’s Who Legal, Crain’s New York Business and the Ethisphere Institute. She is often asked to speak publicly on the topics of antitrust, international competition, mergers and government investigations.
Ms. Varney is Co-Chair of the Board of Directors of the Brennan Center for Justice. She also currently serves on the Boards of Trustees of the American Museum of Natural History and Third Way. Ms. Varney is a fellow of the American Bar Foundation and serves as a member of the International Bar Association, the Council on Foreign Relations, The American Law Institute and The Economic Club of New York. She has been a Lecturer in Law at Columbia Law School, teaching the course “Antitrust in Action.”
Ms. Varney was born in Washington, D.C. She received a B.A. from the State University of New York at Albany in 1977, an M.P.A. from Syracuse University in 1982 and a J.D. from Georgetown University Law Center in 1986.
From 2009 until 2011, Ms. Varney served as Assistant Attorney General and headed the Justice Department’s Antitrust Division. In that role she oversaw all aspects of the Division’s operations, including merger review, criminal and civil litigation and investigations and coordination with competition regulators outside the United States.
From 1994 through 1997, Ms. Varney served as a Commissioner of the FTC. While at the FTC, she played a leading role on a broad range of competition law issues, and she is widely credited with pioneering the application of innovation market theory analysis to information technology and biotechnology transactions.
Prior to becoming FTC Commissioner, Ms. Varney served as Assistant to the President and Secretary to the Cabinet in the Clinton administration.
From 1997 when she left the FTC until her appointment as Assistant Attorney General in 2009, Ms. Varney was in private practice, representing major corporations before the DOJ and the FTC and advising her clients on a wide variety of legal and business issues.
Ms. Varney has been recognized as a leading lawyer by numerous professional publications. In 2023, she received The New York Law Journal’s Lifetime Achievement Award. The National Law Journal selected her as one of the “100 Most Influential Lawyers in America” and as one of 50 “Governance, Risk & Compliance Trailblazers & Pioneers.” She was also recognized by the publication as a Mergers & Acquisitions and Antitrust Trailblazer. Ms. Varney was named a “Competition MVP” by Law360 and “Lawyer of the Year” by Global Competition Review (GCR). The Am Law Litigation Daily has recognized Ms. Varney as “Litigator of the Week” for her role in securing an antitrust trial win rejecting the FTC’s challenge to Illumina’s $8 billion acquisition of GRAIL. She also was featured by GCR as one of the top “Women in Antitrust” worldwide and received Euromoney Legal Media Group’s Americas Women in Business Law Award for “Best in Antitrust/Competition.” She was named to Lawdragon’s Hall of Fame in 2020. Ms. Varney has been recognized as a leader in antitrust law by Chambers Global, Chambers USA, Lawdragon’s list of “500 Leading Lawyers in America,” Lawdragon’s list of “500 Leading Litigators in America,” Benchmark Litigation, The Best Lawyers in America, The Legal 500 US, PLC Which Lawyer?, Who’s Who Legal, Crain’s New York Business and the Ethisphere Institute. She is often asked to speak publicly on the topics of antitrust, international competition, mergers and government investigations.
Ms. Varney is Co-Chair of the Board of Directors of the Brennan Center for Justice. She also currently serves on the Boards of Trustees of the American Museum of Natural History and Third Way. Ms. Varney is a fellow of the American Bar Foundation and serves as a member of the International Bar Association, the Council on Foreign Relations, The American Law Institute and The Economic Club of New York. She has been a Lecturer in Law at Columbia Law School, teaching the course “Antitrust in Action.”
Ms. Varney was born in Washington, D.C. She received a B.A. from the State University of New York at Albany in 1977, an M.P.A. from Syracuse University in 1982 and a J.D. from Georgetown University Law Center in 1986.
Education
-
J.D., 1986, Georgetown University Law Center
-
M.P.A., 1982, Syracuse University
-
B.A., 1977, State University of New York, Albany
Admitted In
- New York
- District of Columbia
Professional Affiliations
American Bar Foundation
- Fellow, since 2017
American Bar Association
International Bar Association
Organizations
American Museum of Natural History
- Member, Board of Trustees, since 2012
Brennan Center for Justice at New York University School of Law
- Member, Board of Directors, since 2012
- Co-Chair, since 2024
Council on Foreign Relations
The Economic Club of New York
Third Way
- Board of Trustees
Rankings
Benchmark Litigation
- Antitrust Star - National (2025‑2014)
- Litigation Star - New York (2025‑2014)
Benchmark Top 250 Women in Litigation (2024‑2014)
Best Lawyers in America
- Antitrust Law (2025‑2012)
Chambers Global
- Competition/Antitrust - USA (2023-2018)
Chambers USA
- Antitrust - Nationwide (2022-2017)
- Antitrust - New York (2024‑2013)
Crain’s New York Business
- Leading Women Lawyers in NYC (2018)
Ethisphere Institute’s “Attorneys Who Matter”
- Specialist - Private Practice (2017-2014)
Global Competition Review
- Lawyer of the Year (2023, 2014)
- Women in Antitrust (2021, 2016)
Law360
- Competition MVP of the Year (2015)
Lawdragon
- Hall of Fame (2020)
- 500 Leading Lawyers in America (2019‑2011)
- 500 Leading Litigators in America (2025, 2024, 2023)
Leaders League Litigation & International Arbitration Report
- New York City Best Law Firms: Antitrust (2015‑2016)
- United States Best Law Firms: Antitrust (2015‑2016)
The Legal 500 US
- Antitrust (2024‑2012)
The National Law Journal
- The 100 Most Influential Lawyers in America (2013)
- Governance, Risk & Compliance Trailblazers & Pioneers (2014)
- Mergers & Acquisitions and Antitrust Trailblazers (2016)
New York Law Journal
- Lifetime Achievement (2023)
Americas Women in Business Law Awards - Best in Antitrust/Competition, Euromoney Legal Media Group (2015, 2014)
Deals & Cases
October 31, 2024
Sterling Check Corp.’s $2.2 Billion Acquisition by First Advantage Corporation
On October 31, 2024, Sterling Check Corp. announced the closing of its acquisition by First Advantage Corporation, with a transaction value of approximately $2.2 billion. Sterling and First Advantage are both global providers of technology‑enabled background and identity verification services. As publicly announced, the companies entered a merger agreement on February 29, 2024, and received second requests from the Department of Justice on May 28, 2024. The parties announced the satisfaction of regulatory closing conditions on October 29, 2024. Cravath represented Sterling on all antitrust matters in connection with the transaction.
Deals & Cases
October 15, 2024
Epic Games Wins Post‑Trial Injunction in Antitrust Case Against Google
On October 7, 2024, the U.S. District Court for the Northern District of California entered a post‑trial order in favor of Cravath client Epic Games imposing a nationwide three‑year permanent injunction against Google. The injunction, which follows Epic’s jury trial win against Google last year, prohibits Google from paying competitors not to compete and requires Google to distribute alternative app stores on the Google Play Store and provide alternative app stores with access to the Google Play Store’s catalog of apps.
Deals & Cases
July 08, 2024
Paramount’s $28 Billion Merger Agreement with Skydance
On July 7, 2024, Paramount Global (“Paramount”), a leading global media, streaming and entertainment company, and Skydance Media (“Skydance”), a diversified media company founded to create high-quality, event-level entertainment for global audiences, announced that they have entered into a definitive agreement to form “New Paramount,” a next-generation media and technology leader, through a two-step transaction including the acquisition of National Amusements, Inc. (“NAI”), which holds the controlling share stake in Paramount, and subsequently a merger of Skydance and Paramount. Under the terms of the agreement, which has been approved by the Paramount Board of Directors, acting on the unanimous recommendation of the Special Committee of independent directors, and by NAI, Skydance will merge with Paramount in a transaction valuing New Paramount at an enterprise value of approximately $28 billion. Existing Skydance investors will receive 317 million newly issued Class B shares in New Paramount valuing Skydance at $4.75 billion based on $15 per Paramount Class B share. The Skydance Investor Group will invest up to $6 billion in offers to Class A and Class B stockholders, and use the additional capital to paydown debt and re-capitalize the balance sheet of New Paramount. NAI and its owners have entered into a definitive agreement to sell NAI to Skydance IG for $2.4 billion on a cash-free, debt-free basis. Cravath is representing the Paramount Special Committee in connection with the agreement.
Deals & Cases
December 20, 2023
Aon’s $13.4 Billion Acquisition of NFP
On December 20, 2023, Aon plc (“Aon”), a leading global professional services firm, announced the signing of a definitive agreement to acquire NFP, a leading middle‑market property and casualty broker, benefits consultant, wealth manager and retirement plan advisor, from funds affiliated with NFP’s main capital sponsor, Madison Dearborn Partners, and funds affiliated with HPS Investment Partners. Under the terms of the transaction, Aon will acquire NFP for a total consideration estimated to be $13.4 billion at the time of close, which will be funded by $7 billion of cash and $6.4 billion of Aon stock. Cravath is representing Aon in connection with the transaction.
Deals & Cases
December 19, 2023
Epic Games Defeats Google in Antitrust Trial Victory
On December 11, 2023, a jury unanimously ruled in favor of Cravath client Epic Games (“Epic”) on all counts in its closely watched antitrust case against Google in the U.S. District Court for the Northern District of California, determining—after a multiweek trial—that Google has engaged in anticompetitive behavior in the distribution of mobile apps and in the handling of in‑app payments.
Publications
October 17, 2024
FTC Issues Final HSR Rules
On October 15, 2024, Cravath prepared a memo for its clients entitled “FTC Issues Final HSR Rules.” The memo examines the Federal Trade Commission and the Department of Justice Antitrust Division’s final version of the new Hart‑Scott‑Rodino (HSR) rules, which modify the initial proposed rules released in June 2023. The memo summarizes the HSR rules, which require parties to inform the agencies of proposed acquisitions through a filing process, including notable changes from the current and proposed rules and their implications for filing parties.
Activities
August 15, 2024
Benchmark Litigation Names Four Partners Among “Top 250 Women in Litigation” for the Thirteenth Consecutive Year
Cravath partners Christine A. Varney, Karin A. DeMasi, Rachel G. Skaistis and Lauren A. Moskowitz were recognized by Benchmark Litigation in the 2024 edition of the “Top 250 Women in Litigation,” which honors “the most distinguished women in the world of litigation.” Inclusion in the list is based on a review of individual litigators’ professional activities, client feedback surveys and one‑on‑one interviews. This is the eleventh consecutive year in which Christine has been selected for inclusion in the publication. Karin and Rachel are recognized for the seventh year, and Lauren is recognized for the fourth year.
Activities
March 08, 2024
Christine Varney Speaks at OECD Competition Open Day
On March 6, 2024, Cravath partner Christine A. Varney participated in the Organisation for Economic Co‑operation and Development Competition Open Day in Paris. The event convened legal practitioners, economists, consultants, in‑house counsel, regulators and academics to discuss cutting‑edge topics recently addressed by the OECD Competition Committee. Christine spoke on a panel entitled “The Relationship Between Competition and Innovation,” which reviewed different approaches competition authorities have used and could use to incorporate innovation when evaluating a transaction or determining if a certain behavior is anti‑competitive, including the consideration of efficiencies, the analysis of other drivers of innovation and the design of remedies and commitments.
Activities
January 31, 2024
Christine Varney Elected as Co‑Chair of the Board of Directors for the Brennan Center
In January 2024, the Brennan Center for Justice at NYU Law announced its election of Cravath partner Christine A. Varney as Co‑Chair of its Board of Directors. The Brennan Center is a nonpartisan law and policy institute that works to strengthen the systems of democracy and justice. In addition to her litigation practice, Christine has been involved with the Center for a number of years.
Publications
December 28, 2023
Merger Guidelines Issued by FTC and DOJ
On December 22, 2023, Cravath prepared a memo for its clients entitled “Merger Guidelines Issued by FTC and DOJ.” The memo examines the Federal Trade Commission and the Department of Justice Antitrust Division’s finalized Merger Guidelines, which modify the draft guidelines released in July and replace the 2010 Horizontal Merger Guidelines and the 2020 Vertical Merger Guidelines. The memo outlines the new guidelines and the additional changes made in finalizing them.
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