Cravath’s New York Office Moves to Two Manhattan West
Nicole M. Peles has a broad litigation practice, with a particular focus on antitrust, including antitrust counseling, regulatory work and antitrust litigation.
Ms. Peles has represented clients on antitrust issues in connection with numerous proposed or completed deals. These representations include:
- The Special Committee of the Board of Directors of Paramount in the pending $28 billion merger with Skydance;
- Biogen in its $7.3 billion acquisition of Reata Pharmaceuticals;
- RWE AG in its $6.8 billion acquisition of Con Edison Clean Energy Businesses;
- Cowen Inc. in its $1.9 billion acquisition by TD Bank Group;
- Swvl Inc. in its $1.5 billion combination with Queen’s Gambit Growth Capital, the first special purpose acquisition company (SPAC) founded and led entirely by women;
- Viatris in its $3.335 billion combination of its biosimilars portfolio with Biocon Biologics and the divestitures of its Over‑the‑Counter, Women’s Healthcare and Active Pharmaceutical Ingredients businesses;
- Afterpay Limited in its $29 billion acquisition by Square;
- GW Pharmaceuticals plc in its $7.2 billion acquisition by Jazz Pharmaceuticals plc;
- AerCap Holdings N.V. in its $30 billion acquisition of GE Capital Aviation Services;
- Mylan N.V. in its $50 billion combination with Upjohn, a division of Pfizer Inc., to form Viatris;
- US Foods Holding Corp. in its $1.8 billion acquisition of five operating companies of Services Group of America; and
- Grupo Villar Mir in its $3.1 billion merger with Globe Specialty Metals, Inc.
On the litigation front, Ms. Peles’s representative matters include:
- Representation of Live Nation in antitrust litigation filed by the U.S. Department of Justice (DOJ), 29 states and the District of Columbia seeking to break up Live Nation/Ticketmaster.
- Representation of Meta in putative class action and individual antitrust litigation filed throughout the country related to the multibillion‑dollar digital advertising industry, alleging anticompetitive conduct purportedly harming purchasers of digital advertising as well as media companies who sell digital advertising on their websites.
- Representation of Qualcomm in a suit filed by the Federal Trade Commission (FTC) in California federal court alleging violations of Section 5 of the FTC Act and seeking a permanent injunction against Qualcomm. In a complete defense victory for Qualcomm, the Ninth Circuit unanimously reversed the district court’s prior judgment and vacated a permanent, worldwide injunction that had prohibited several of Qualcomm’s core business practices.
- Representation of Merck and current and former officers and directors in a class action and in individual actions that were part of a multidistrict litigation in New Jersey federal court relating to Merck’s development and sale of Vioxx®, all of which settled, and in related shareholder derivative actions and an ERISA class action.
Ms. Peles was born in Berkeley, California. She received an A.B. from Dartmouth College in 2007 and a J.D. cum laude from New York University in 2010, where she was an executive editor of the Law Review. After graduation, Ms. Peles served as a law clerk to Hon. Nancy F. Atlas of the U.S. District Court for the Southern District of Texas.
Ms. Peles is admitted to practice in the U.S. District Courts for the District of Columbia, Eastern District of New York and Southern District of New York. She is a member of the American Bar Association’s Antitrust Section.
Ms. Peles joined Cravath as a summer associate in 2009 and rejoined Cravath’s legal staff in 2011. Ms. Peles was named of counsel in 2023.
Ms. Peles has represented clients on antitrust issues in connection with numerous proposed or completed deals. These representations include:
- The Special Committee of the Board of Directors of Paramount in the pending $28 billion merger with Skydance;
- Biogen in its $7.3 billion acquisition of Reata Pharmaceuticals;
- RWE AG in its $6.8 billion acquisition of Con Edison Clean Energy Businesses;
- Cowen Inc. in its $1.9 billion acquisition by TD Bank Group;
- Swvl Inc. in its $1.5 billion combination with Queen’s Gambit Growth Capital, the first special purpose acquisition company (SPAC) founded and led entirely by women;
- Viatris in its $3.335 billion combination of its biosimilars portfolio with Biocon Biologics and the divestitures of its Over‑the‑Counter, Women’s Healthcare and Active Pharmaceutical Ingredients businesses;
- Afterpay Limited in its $29 billion acquisition by Square;
- GW Pharmaceuticals plc in its $7.2 billion acquisition by Jazz Pharmaceuticals plc;
- AerCap Holdings N.V. in its $30 billion acquisition of GE Capital Aviation Services;
- Mylan N.V. in its $50 billion combination with Upjohn, a division of Pfizer Inc., to form Viatris;
- US Foods Holding Corp. in its $1.8 billion acquisition of five operating companies of Services Group of America; and
- Grupo Villar Mir in its $3.1 billion merger with Globe Specialty Metals, Inc.
On the litigation front, Ms. Peles’s representative matters include:
- Representation of Live Nation in antitrust litigation filed by the U.S. Department of Justice (DOJ), 29 states and the District of Columbia seeking to break up Live Nation/Ticketmaster.
- Representation of Meta in putative class action and individual antitrust litigation filed throughout the country related to the multibillion‑dollar digital advertising industry, alleging anticompetitive conduct purportedly harming purchasers of digital advertising as well as media companies who sell digital advertising on their websites.
- Representation of Qualcomm in a suit filed by the Federal Trade Commission (FTC) in California federal court alleging violations of Section 5 of the FTC Act and seeking a permanent injunction against Qualcomm. In a complete defense victory for Qualcomm, the Ninth Circuit unanimously reversed the district court’s prior judgment and vacated a permanent, worldwide injunction that had prohibited several of Qualcomm’s core business practices.
- Representation of Merck and current and former officers and directors in a class action and in individual actions that were part of a multidistrict litigation in New Jersey federal court relating to Merck’s development and sale of Vioxx®, all of which settled, and in related shareholder derivative actions and an ERISA class action.
Ms. Peles was born in Berkeley, California. She received an A.B. from Dartmouth College in 2007 and a J.D. cum laude from New York University in 2010, where she was an executive editor of the Law Review. After graduation, Ms. Peles served as a law clerk to Hon. Nancy F. Atlas of the U.S. District Court for the Southern District of Texas.
Ms. Peles is admitted to practice in the U.S. District Courts for the District of Columbia, Eastern District of New York and Southern District of New York. She is a member of the American Bar Association’s Antitrust Section.
Ms. Peles joined Cravath as a summer associate in 2009 and rejoined Cravath’s legal staff in 2011. Ms. Peles was named of counsel in 2023.
Education
-
J.D., 2010, New York University School of Lawcum laude
-
A.B., 2007, Dartmouth College
Clerkships
- Hon. Nancy F. Atlas, U.S.D.C. for the Southern District of Texas
Admitted In
- New York
Deals & Cases
August 28, 2024
Cravath and A Better Childhood Win Class Certification for Children in NYC Foster Care, Advancing Longstanding Litigation
On August 23, 2024, the U.S. District Court for the Southern District of New York ruled that 19 children in a longstanding lawsuit could proceed as a class representing all children in the New York City foster care system, an important milestone for plaintiffs represented by Cravath on a pro bono basis alongside co‑counsel at A Better Childhood (“ABC”). Judge Kimba Wood issued the decision after the Second Circuit Court of Appeals reversed a prior ruling denying class certification in September 2023.
Deals & Cases
July 09, 2024
Altus Group’s Sale of Property Tax Business to Ryan, LLC
On July 9, 2024, Altus Group Limited (“Altus Group”), a leading provider of asset and fund intelligence for commercial real estate, announced that it has signed a definitive agreement to sell its global Property Tax business to Ryan, LLC (“Ryan”), a leading global tax services and software provider, for total cash consideration of C$700 million. In addition to the definitive agreement, Ryan has also committed to enter a C$15 million Altus Market Insights subscription agreement at the close of the transaction, with an initial three‑year term of C$5 million per year. Cravath is representing Altus Group as U.S. counsel in connection with the transaction.
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
January 29, 2024
Montana Technologies’ Joint Venture with GE Vernova and Joint Commercialization Agreement Term Sheet with Carrier Global
On January 29, 2024, Montana Technologies LLC (“Montana Technologies”) announced an agreement to form a joint venture with GE Vernova, a global leader in electrification, decarbonization, and energy solutions, to incorporate GE Vernova’s proprietary sorbent materials into systems that utilize Montana Technologies’ patented AirJoule® dehumidification, air conditioning, and atmospheric water harvesting technology. The joint venture will exclusively manufacture and supply products incorporating the combined technologies to leading original equipment manufacturers and customers in the Americas, Africa, and Australia. Cravath is representing Montana Technologies in connection with the transaction.
Deals & Cases
November 21, 2023
Martin Marietta’s $2.1 Billion Sale of its South Texas Cement and Related Concrete Operations to CRH plc
On November 21, 2023, Martin Marietta Materials, Inc. (“Martin Marietta”) announced that it has entered into a definitive agreement to sell its South Texas cement business and certain of its related concrete operations to CRH Americas Materials, Inc., a subsidiary of CRH plc, for $2.1 billion in cash. Cravath is representing Martin Marietta in connection with the transaction.
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.
Firm News
November 20, 2023
Cravath Announces New Of Counsels and Senior Attorneys
On November 17, 2023, Virginia M. Anderson, D. Ana Choi, Christopher P. Davis, Janice T.P. Martindale, Flora Ng, Nicole M. Peles, Scott B. Reents and Kathryn‑Ann Stamm were named of counsels of the Firm and Jean Kearns and DongHwa Kim were named senior attorneys of the Firm, effective January 1, 2024.
Publications
November 14, 2023
Maggie Segall Authors Chapter in Global Competition Review’s “Merger Remedies Guide – Fifth Edition”
Cravath partner Margaret T. Segall authored a chapter entitled “Merger Remedies in Dynamic Industries” in Global Competition Review’s “Merger Remedies Guide – Fifth Edition,” which was published on October 25, 2023. The chapter, co‑authored by practice area attorney Nicole M. Peles, reviewed the common types of merger remedies, the characteristics of dynamic industries and challenges posed for traditional merger remedies. The chapter considered the different approaches adopted by antitrust authorities in creating remedies in the technology and pharmaceutical sectors, two rapidly evolving dynamic industries.
Nicole M. Peles has a broad litigation practice, with a particular focus on antitrust, including antitrust counseling, regulatory work and antitrust litigation.
Ms. Peles has represented clients on antitrust issues in connection with numerous proposed or completed deals. These representations include:
- The Special Committee of the Board of Directors of Paramount in the pending $28 billion merger with Skydance;
- Biogen in its $7.3 billion acquisition of Reata Pharmaceuticals;
- RWE AG in its $6.8 billion acquisition of Con Edison Clean Energy Businesses;
- Cowen Inc. in its $1.9 billion acquisition by TD Bank Group;
- Swvl Inc. in its $1.5 billion combination with Queen’s Gambit Growth Capital, the first special purpose acquisition company (SPAC) founded and led entirely by women;
- Viatris in its $3.335 billion combination of its biosimilars portfolio with Biocon Biologics and the divestitures of its Over‑the‑Counter, Women’s Healthcare and Active Pharmaceutical Ingredients businesses;
- Afterpay Limited in its $29 billion acquisition by Square;
- GW Pharmaceuticals plc in its $7.2 billion acquisition by Jazz Pharmaceuticals plc;
- AerCap Holdings N.V. in its $30 billion acquisition of GE Capital Aviation Services;
- Mylan N.V. in its $50 billion combination with Upjohn, a division of Pfizer Inc., to form Viatris;
- US Foods Holding Corp. in its $1.8 billion acquisition of five operating companies of Services Group of America; and
- Grupo Villar Mir in its $3.1 billion merger with Globe Specialty Metals, Inc.
On the litigation front, Ms. Peles’s representative matters include:
- Representation of Live Nation in antitrust litigation filed by the U.S. Department of Justice (DOJ), 29 states and the District of Columbia seeking to break up Live Nation/Ticketmaster.
- Representation of Meta in putative class action and individual antitrust litigation filed throughout the country related to the multibillion‑dollar digital advertising industry, alleging anticompetitive conduct purportedly harming purchasers of digital advertising as well as media companies who sell digital advertising on their websites.
- Representation of Qualcomm in a suit filed by the Federal Trade Commission (FTC) in California federal court alleging violations of Section 5 of the FTC Act and seeking a permanent injunction against Qualcomm. In a complete defense victory for Qualcomm, the Ninth Circuit unanimously reversed the district court’s prior judgment and vacated a permanent, worldwide injunction that had prohibited several of Qualcomm’s core business practices.
- Representation of Merck and current and former officers and directors in a class action and in individual actions that were part of a multidistrict litigation in New Jersey federal court relating to Merck’s development and sale of Vioxx®, all of which settled, and in related shareholder derivative actions and an ERISA class action.
Ms. Peles was born in Berkeley, California. She received an A.B. from Dartmouth College in 2007 and a J.D. cum laude from New York University in 2010, where she was an executive editor of the Law Review. After graduation, Ms. Peles served as a law clerk to Hon. Nancy F. Atlas of the U.S. District Court for the Southern District of Texas.
Ms. Peles is admitted to practice in the U.S. District Courts for the District of Columbia, Eastern District of New York and Southern District of New York. She is a member of the American Bar Association’s Antitrust Section.
Ms. Peles joined Cravath as a summer associate in 2009 and rejoined Cravath’s legal staff in 2011. Ms. Peles was named of counsel in 2023.
Ms. Peles has represented clients on antitrust issues in connection with numerous proposed or completed deals. These representations include:
- The Special Committee of the Board of Directors of Paramount in the pending $28 billion merger with Skydance;
- Biogen in its $7.3 billion acquisition of Reata Pharmaceuticals;
- RWE AG in its $6.8 billion acquisition of Con Edison Clean Energy Businesses;
- Cowen Inc. in its $1.9 billion acquisition by TD Bank Group;
- Swvl Inc. in its $1.5 billion combination with Queen’s Gambit Growth Capital, the first special purpose acquisition company (SPAC) founded and led entirely by women;
- Viatris in its $3.335 billion combination of its biosimilars portfolio with Biocon Biologics and the divestitures of its Over‑the‑Counter, Women’s Healthcare and Active Pharmaceutical Ingredients businesses;
- Afterpay Limited in its $29 billion acquisition by Square;
- GW Pharmaceuticals plc in its $7.2 billion acquisition by Jazz Pharmaceuticals plc;
- AerCap Holdings N.V. in its $30 billion acquisition of GE Capital Aviation Services;
- Mylan N.V. in its $50 billion combination with Upjohn, a division of Pfizer Inc., to form Viatris;
- US Foods Holding Corp. in its $1.8 billion acquisition of five operating companies of Services Group of America; and
- Grupo Villar Mir in its $3.1 billion merger with Globe Specialty Metals, Inc.
On the litigation front, Ms. Peles’s representative matters include:
- Representation of Live Nation in antitrust litigation filed by the U.S. Department of Justice (DOJ), 29 states and the District of Columbia seeking to break up Live Nation/Ticketmaster.
- Representation of Meta in putative class action and individual antitrust litigation filed throughout the country related to the multibillion‑dollar digital advertising industry, alleging anticompetitive conduct purportedly harming purchasers of digital advertising as well as media companies who sell digital advertising on their websites.
- Representation of Qualcomm in a suit filed by the Federal Trade Commission (FTC) in California federal court alleging violations of Section 5 of the FTC Act and seeking a permanent injunction against Qualcomm. In a complete defense victory for Qualcomm, the Ninth Circuit unanimously reversed the district court’s prior judgment and vacated a permanent, worldwide injunction that had prohibited several of Qualcomm’s core business practices.
- Representation of Merck and current and former officers and directors in a class action and in individual actions that were part of a multidistrict litigation in New Jersey federal court relating to Merck’s development and sale of Vioxx®, all of which settled, and in related shareholder derivative actions and an ERISA class action.
Ms. Peles was born in Berkeley, California. She received an A.B. from Dartmouth College in 2007 and a J.D. cum laude from New York University in 2010, where she was an executive editor of the Law Review. After graduation, Ms. Peles served as a law clerk to Hon. Nancy F. Atlas of the U.S. District Court for the Southern District of Texas.
Ms. Peles is admitted to practice in the U.S. District Courts for the District of Columbia, Eastern District of New York and Southern District of New York. She is a member of the American Bar Association’s Antitrust Section.
Ms. Peles joined Cravath as a summer associate in 2009 and rejoined Cravath’s legal staff in 2011. Ms. Peles was named of counsel in 2023.
Education
-
J.D., 2010, New York University School of Lawcum laude
-
A.B., 2007, Dartmouth College
Clerkships
- Hon. Nancy F. Atlas, U.S.D.C. for the Southern District of Texas
Admitted In
- New York
Deals & Cases
August 28, 2024
Cravath and A Better Childhood Win Class Certification for Children in NYC Foster Care, Advancing Longstanding Litigation
On August 23, 2024, the U.S. District Court for the Southern District of New York ruled that 19 children in a longstanding lawsuit could proceed as a class representing all children in the New York City foster care system, an important milestone for plaintiffs represented by Cravath on a pro bono basis alongside co‑counsel at A Better Childhood (“ABC”). Judge Kimba Wood issued the decision after the Second Circuit Court of Appeals reversed a prior ruling denying class certification in September 2023.
Deals & Cases
July 09, 2024
Altus Group’s Sale of Property Tax Business to Ryan, LLC
On July 9, 2024, Altus Group Limited (“Altus Group”), a leading provider of asset and fund intelligence for commercial real estate, announced that it has signed a definitive agreement to sell its global Property Tax business to Ryan, LLC (“Ryan”), a leading global tax services and software provider, for total cash consideration of C$700 million. In addition to the definitive agreement, Ryan has also committed to enter a C$15 million Altus Market Insights subscription agreement at the close of the transaction, with an initial three‑year term of C$5 million per year. Cravath is representing Altus Group as U.S. counsel in connection with the transaction.
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
January 29, 2024
Montana Technologies’ Joint Venture with GE Vernova and Joint Commercialization Agreement Term Sheet with Carrier Global
On January 29, 2024, Montana Technologies LLC (“Montana Technologies”) announced an agreement to form a joint venture with GE Vernova, a global leader in electrification, decarbonization, and energy solutions, to incorporate GE Vernova’s proprietary sorbent materials into systems that utilize Montana Technologies’ patented AirJoule® dehumidification, air conditioning, and atmospheric water harvesting technology. The joint venture will exclusively manufacture and supply products incorporating the combined technologies to leading original equipment manufacturers and customers in the Americas, Africa, and Australia. Cravath is representing Montana Technologies in connection with the transaction.
Deals & Cases
November 21, 2023
Martin Marietta’s $2.1 Billion Sale of its South Texas Cement and Related Concrete Operations to CRH plc
On November 21, 2023, Martin Marietta Materials, Inc. (“Martin Marietta”) announced that it has entered into a definitive agreement to sell its South Texas cement business and certain of its related concrete operations to CRH Americas Materials, Inc., a subsidiary of CRH plc, for $2.1 billion in cash. Cravath is representing Martin Marietta in connection with the transaction.
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.
Firm News
November 20, 2023
Cravath Announces New Of Counsels and Senior Attorneys
On November 17, 2023, Virginia M. Anderson, D. Ana Choi, Christopher P. Davis, Janice T.P. Martindale, Flora Ng, Nicole M. Peles, Scott B. Reents and Kathryn‑Ann Stamm were named of counsels of the Firm and Jean Kearns and DongHwa Kim were named senior attorneys of the Firm, effective January 1, 2024.
Publications
November 14, 2023
Maggie Segall Authors Chapter in Global Competition Review’s “Merger Remedies Guide – Fifth Edition”
Cravath partner Margaret T. Segall authored a chapter entitled “Merger Remedies in Dynamic Industries” in Global Competition Review’s “Merger Remedies Guide – Fifth Edition,” which was published on October 25, 2023. The chapter, co‑authored by practice area attorney Nicole M. Peles, reviewed the common types of merger remedies, the characteristics of dynamic industries and challenges posed for traditional merger remedies. The chapter considered the different approaches adopted by antitrust authorities in creating remedies in the technology and pharmaceutical sectors, two rapidly evolving dynamic industries.
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