On February 3, 2025, Cravath published the latest edition of its Finance & Capital Markets Quarterly Review, which provides an update on the bond, equity and loan markets and on restructuring activity during the fourth quarter of 2024. This edition also examines several recent litigation decisions and restructuring developments, as well as a variety of U.S. Securities and Exchange Commission rulemaking, comment and enforcement updates. 

On February 3, 2025, Cravath published the latest edition of its Quarterly Review, which examines the Q4 2024 M&A, activism and corporate governance landscape. The Review provides an overview of activity in those areas, highlights notable cases in the M&A space, shares trends in activism activity and notes key developments in corporate governance during the fourth quarter of 2024. This edition also discusses updates on the forthcoming Hart‑Scott‑Rodino rules; personnel changes in the Federal Trade Commission, Department of Justice and Securities and Exchange Commission; and the latest developments around the TikTok ban.  

On February 1, 2025, Cravath of counsel Kathryn‑Ann Stamm participated in the New York regional round of the Saul Lefkowitz Moot Court Competition, hosted by the International Trademark Association. Kathryn‑Ann served as a judge for the event, where she evaluated the oral arguments presented by the participating teams. The competition underscores the importance of nurturing the next generation of legal professionals and tackles important issues arising under U.S. trademark and unfair competition law.

Cravath partners Rachel G. Skaistis and Eric W. Hilfers, and of counsel Jenny X. Zhang, authored a chapter on key issues that organizations need to consider as they initiate, conduct and conclude investigations in the U.S. for International Employment Lawyer’s “Guide to Workplace Investigations,” which was published in January 2025. The chapter reviewed who should conduct a workplace investigation, what data protection or other regulations apply when gathering physical evidence, what confidentiality obligations apply during an investigation and more.

In January 2025, Cravath released the second issue of its Alumni Journal, a digital publication dedicated to highlighting the vibrancy of the Firm’s global alumni community. In each edition, the Journal features stories from Cravath alumni at various stages of their careers; updates from across the Firm’s New York, London and Washington, D.C. offices; insights into pro bono and other Firm partnerships; and facts and stories from the Firm’s more than 200‑year history. 

On January 30, 2025, Cravath was featured by Law360 as a “Media & Entertainment Practice Group of the Year.” The article highlights the Firm’s work across its Corporate and Litigation departments representing clients in the industry, including Disney in litigation stemming from its 2018 acquisition of Twenty‑First Century Fox, Inc., in which Cravath had also represented the company, and the Paramount Special Committee in connection with Paramount’s $28 billion merger agreement with Skydance.

Cravath partners Noah J. Phillips, Margaret T. Segall and Andrew C. Finch participated in the Global Competition Review Live: Law Leaders Global 2025 program, which was held from January 29‑31, 2025, in Miami, Florida. Noah and Maggie interviewed Rebekah Jurata, General Counsel at American Investment Council, in a fireside chat about how antitrust enforcers have approached private equity – and what to expect under the new Trump Administration. Andrew spoke on a panel entitled “Antitrust: Exchange of competitively sensitive information: how much should we care about sharing?,” during which panelists discussed the limits and framework of cooperation between competitors in light of the European Commission and the Competition and Markets Authority’s new guidance, the withdrawal by the U.S. DOJ of its information sharing guidance and changes in the enforcement landscape as it relates to the exchange of competitively sensitive information.

On February 3, 2025, Outbrain Inc. (“Outbrain”), a technology platform, announced the closing of its acquisition of Teads, a global omnichannel platform, from Altice. The two companies will merge their offerings to create an omnichannel outcomes platform for the open internet, and will operate under the name Teads. Outbrain, Altice and Teads have amended the previously announced share purchase agreement. Under the terms of the revised agreement, Outbrain will be paying a total consideration of approximately $900 million, consisting of $625 million upfront cash and 43.75 million shares of common stock of Outbrain valued at approximately $263 million. Cravath is representing Outbrain in connection with the transaction.

On January 28, 2025, Cravath was featured by Law360 as a “Tax Practice Group of the Year.” The article highlights the Tax Department’s work on a variety of complex transactions, including its role representing clients Amentum in its merger with Jacobs’s Critical Mission Solutions and Cyber and Intelligence businesses; Endeavor in its $25 billion take‑private acquisition by Silver Lake; Frontier in its $20 billion acquisition by Verizon; the Paramount Special Committee in its $28 billion merger agreement with Skydance; and Vista Outdoor in its $1.125 billion sale of Revelyst to SVP and $1.91 billion sale of its Sporting Products business to CSG.

On January 29, 2025, Cravath partner Evan Norris participated in the American Conference Institute’s Cybersecurity Law and Compliance conference, which was held from January 29‑30 in Arlington, Virginia. Evan moderated a panel entitled “Lessons Learned from a Cyber Breach,” during which senior in‑house lawyers from leading retail, hospitality and financial services companies discussed their experiences and key lessons learned from handling significant cyber incidents.

On January 29, 2025, Cravath prepared a memo for its clients entitled “IRS and Treasury Issue Proposed Regulations for Spin‑Off Transactions.” The memo examines the Internal Revenue Service’s recently released proposed regulations, which focus on tax‑free spin‑off transactions. The proposed regulations reflect the IRS’s detailed consideration of the relevant issues in these transactions since its publication last year of Rev. Proc. 2024‑24 and Notice 2024‑38, which provided updated guidelines for taxpayers requesting private letter rulings from the IRS for tax‑free spin‑off and split‑off transactions under Section 355. The memo explores how the proposed regulations address those issues and present new ones, including updates related to retentions of Spinco stock, debt‑for‑equity exchange structuring, the use of proceeds in “boot purges” and contingent liabilities.

On January 28, 2025, Cravath prepared a memo for its clients entitled “IRS and Treasury Publish Final Regulations for Section 45V Clean Hydrogen Production Tax Credit.” The memo examines the U.S. Department of the Treasury and the Internal Revenue Service’s recently published final regulations for the Clean Hydrogen Production Tax Credit under Section 45V of the Internal Revenue Code (the “45V Credit”).

Cravath partners John W. White and Ting S. Chen participated in Northwestern Pritzker School of Law’s 52nd Annual Securities Regulation Institute, which was held from January 27‑29, 2025, in Coronado, California. John moderated a panel of former senior Corporation Finance staff members entitled “Developments in the Division of Corporation Finance,” which included a lively discussion of areas of focus for public companies and their advisors as the SEC comes under new leadership. Ting spoke on a panel entitled “Navigating an Activist Campaign Through a Simulated Attack,” during which panelists discussed steps companies can take to prepare for an activist campaign, applicable disclosure requirements and SEC rules and common settlement agreement terms.

On January 29, 2025, Dowlais Group plc (“Dowlais”), a specialist engineering group focused on the automotive sector, and American Axle & Manufacturing Holdings, Inc. (“AAM”), a leading automotive and mobility supplier, announced that their boards have reached agreement on the terms of a recommended cash and share combination. Under the terms of the combination, each Dowlais shareholder will be entitled to receive 0.0863 new AAM shares, 42 pence in cash and up to 2.8 pence in the form of dividends to be paid prior to completion. Dowlais shareholders will own approximately 49% of AAM upon closing. The offer values Dowlais at approximately £1.16 billion.

On January 28, 2025, Cravath partner Korey Fevzi was selected as a member of The Lawyer’s 2025 Hot 100, which recognizes a “diverse mix of legal professionals” defined by their “excellence” and “relevance.”

On January 22, 2025, Cravath partner Noah Joshua Phillips participated in “Late Stage & Public Co GC Dinner Discussion,” an event hosted by The L Suite in San Francisco, CA. The dinner convened GCs and CLOs from late stage and public companies for a guided discussion on the topic of “The Antitrust Equation: Balancing Innovation and Regulation in Tech.” Noah and Chad Skinner, General Counsel at Cloudflare, served as discussion leads for the session.

Cravath represented the European Investment Bank (“EIB”) in connection with its $6 billion SEC registered notes offering. The purpose of the EIB is to contribute to the balanced and steady development of the internal market among Member States of the European Union. The notes were listed on the Luxembourg Stock Exchange. The transaction closed on January 14, 2025.

On January 28, 2025, Paragon 28, Inc. (“Paragon 28”), a leading medical device company focused on the foot and ankle orthopedic segment, and Zimmer Biomet Holdings, Inc. (“Zimmer Biomet”), a global medical technology leader, announced they have entered into a definitive agreement for Zimmer Biomet to acquire all outstanding shares of common stock of Paragon 28 for an upfront payment of $13.00 per share in cash, corresponding to an equity value of approximately $1.1 billion and an enterprise value of approximately $1.2 billion. Paragon 28 shareholders will also receive a non-tradeable contingent value right (CVR) entitling the holder to receive up to $1.00 per share in cash if certain revenue milestones are achieved. Cravath is representing Paragon 28 in connection with the transaction.

Cravath represented AerCap Ireland Capital Designated Activity Company and AerCap Global Aviation Trust in connection with their $1.5 billion registered senior notes offering. AerCap Ireland Capital Designated Activity Company and AerCap Global Aviation Trust are wholly owned subsidiaries of AerCap Holdings N.V., the global leader in aircraft leasing. The notes were listed on the Irish Stock Exchange. The transaction closed on January 13, 2025.

On January 27, 2025, the Aquarion Water Authority, a quasi-public corporation and political subdivision of the State of Connecticut and a standalone, newly created water authority alongside the South Central Connecticut Regional Water Authority, announced that it has entered into a definitive agreement to acquire Aquarion Water Company from Eversource Energy, an energy provider which transmits and delivers electricity and natural gas and supplies water to approximately 4.4 million customers in Connecticut, Massachusetts and New Hampshire. Subject to certain closing adjustments, the aggregate enterprise value of the sale is approximately $2.4 billion, which includes approximately $1.6 billion in cash and $800 million of net debt that will be extinguished at closing. Cravath is representing the Aquarion Water Authority in connection with the transaction.