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.

On January 24, 2025, Lawdragon announced the inclusion of 31 Cravath partners in its inaugural list of “500 Leading Global Antitrust & Competition Lawyers.” The list recognizes “the elite lawyers parrying for an equal playing field for corporates and consumers worldwide.”

On January 22, 2025, Cravath partners John W. White, Kimberley S. Drexler and Michael L. Arnold and of counsel Lisa M. Kohl participated in the January meeting of the Fall and Winter Event Series of the New York Chapter of the Society for Corporate Governance, which was held at Cravath’s offices in New York. John, Michael, Kimberley and Lisa spoke on a panel entitled “Developments in Public Company Disclosure and Reporting,” which reviewed key and challenging disclosure points for the upcoming 10‑K and proxy season, including risk factors, executive security, cybersecurity policies and incidents and artificial intelligence.

On January 22, 2025, Eros Media World plc, a global media and entertainment company, announced that its internal review of certain accounting practices and internal controls has been concluded, with the Audit Committee determining that no revenues of the Company recognized during the fiscal year ended March 31, 2020, were inappropriately recognized, and finding no impairment in the intangible assets and goodwill reflected on the Company’s Form 6‑K dated March 31, 2021. In addition, the Audit Committee found no material weaknesses in internal controls over financial reporting.

On January 22, 2025, CardWorks, Inc. (“CardWorks”), a leader in credit and payments, and Ally Financial Inc. (“Ally”), a financial services company with the nation’s largest all‑digital bank and an industry‑leading auto financing business, announced that they have entered into a definitive agreement for CardWorks, and its wholly‑owned bank subsidiary, Merrick Bank, to acquire Ally’s credit card business, including a portfolio of $2.3 billion in credit card receivables with 1.3 million active cardholders as of December 31, 2024. Cravath is representing CardWorks in connection with the transaction.

On January 21, 2025, Cravath prepared a memo for its clients entitled “IRS Publishes Proposed Regulations to Expand Denial of Compensation Deduction Under Section 162(m).” The memo examines the Internal Revenue Service’s proposed regulations to expand the group of employees covered by Section 162(m), as required by the American Rescue Plan Act of 2021.

On January 21, 2025, Cravath announced that Andrew C. Finch, a leading antitrust lawyer who served as Principal Deputy Assistant Attorney General and Acting Assistant Attorney General in the U.S. Department of Justice’s Antitrust Division from 2017 to 2019, will join the Firm as a partner.

On January 20, 2025, Cravath was recognized by Law360 as a “Firm of the Year,” a designation reserved for law firms that steered “some of the largest deals of 2024” and secured “high‑profile litigation wins” while being selected for at least five “Practice Group of the Year” awards in 2024.

In January 2025, Cravath was shortlisted for Benchmark Litigation’s 2025 U.S. Awards in the following categories: “New York Firm of the Year”; “Antitrust Firm of the Year”; “Trial Firm of the Year”; “General Commercial Firm of the Year”; and “Securities Firm of the Year”. Additionally, partner David R. Marriott was shortlisted for “Antitrust Litigator of the Year” as well as “Trial Lawyer of the Year”, and partner Kevin J. Orsini was shortlisted for “General Commercial Litigator of the Year”.

On January 13, 2025, Cravath published the fourth edition of its Cravath Data Privacy and Security Review newsletter. The Review provides an overview of U.S. state and federal legislative and regulatory developments, alongside U.S. and global enforcement trends and takeaways, in data privacy and cybersecurity for the last six months of 2024. The Review also provides an update on emerging and existing privacy and security legislation at the federal level, including the Video Privacy Protection Act, and highlights notable legislative developments at the state level, including in California, Illinois, New York and Pennsylvania. This edition highlights the heightened focus on cybersecurity and privacy‑related enforcement at federal agencies including the Federal Trade Commission, Securities and Exchange Commission, Department of Health and Human Services and Department of Justice, and provides global enforcement updates from the European Union, Australia and China.

On January 13, 2025, Johnson & Johnson and Intra‑Cellular Therapies, Inc. announced that they have entered into a definitive agreement under which Johnson & Johnson will acquire all outstanding shares of Intra‑Cellular Therapies, a biopharmaceutical company focused on the development and commercialization of therapeutics for central nervous system (CNS) disorders, for $132 per share in cash for a total equity value of approximately $14.6 billion. Cravath is representing Johnson & Johnson in connection with the transaction.

On January 9, 2025, Cravath partner Jennifer S. Leete participated in “Audit Committees, Special Committees and Internal Investigations 2025,” a program presented by the Practising Law Institute in New York. Jennifer spoke on a panel entitled “Regulatory and Financial Reporting Developments – What Audit Committee and Special Committee Members Need to Know,” which reviewed recent trends and developments regarding financial reporting concerns impacting audit committees and how auditing professionals should prepare for and integrate changes from the Public Company Accounting Oversight Board’s perspective.

On January 10, 2025, Lawdragon announced the inclusion of 33 Cravath partners across the Corporate, Litigation and Tax Departments in its annual list of the “500 Leading Lawyers in America.” The list recognizes “the 500 lawyers whose recent cases, deals and other contributions captured the most important legal matters of the prior year.”

Cravath partner Benjamin G. Joseloff was featured as a guest on the January 6, 2025 episode of the “Boardroom Governance” podcast, hosted by Evan Epstein. In the interview, Ben spoke about his introduction to the Committee on Foreign Investment in the United States (CFIUS) and how his time as a corporate associate in Cravath’s rotational system prepared him to work on CFIUS matters at the U.S. Treasury Department and the White House. Ben also discussed how CFIUS safeguards U.S. national security by reviewing foreign investments, highlighting significant CFIUS cases, emerging trends in transaction reviews and the implications of upcoming regulations on outbound investments.