Cravath represented the initial purchasers in connection with the $500 million 144A/Reg. S high‑yield senior notes offering of Acushnet Company, a wholly‑owned subsidiary of Acushnet Holdings Corp., a global leader in the design, development, manufacture and distribution of performance‑driven golf products. The transaction closed on November 24, 2025.

Cravath represented the administrative agent, joint lead arranger and joint bookrunner in connection with $3.2 billion of revolving credit facilities made available to Ameren Corporation and Union Electric Company (the “Missouri Borrowers”) and Ameren Corporation and Ameren Illinois Company (the “Illinois Borrowers”). Ameren Corporation is an American power company that engages in the rate‑regulated electric generation, transmission and distribution activities; and rate‑regulated natural gas distribution and transmission businesses. The facilities consisted of a $1.9 billion revolving credit facility (Missouri Borrowers) and $1.3 billion revolving credit facility (Illinois Borrowers). The transaction closed on December 10, 2025.

On December 10, 2025, The Review of Securities & Commodities Regulation published an article written by Cravath partners Andrew J. Pitts, C. Daniel Haaren and Steven Seltzer entitled “Structuring Share Repurchases: Rule 10b‑18 and Rule 10b5‑1 Applied to Various Open‑Market Repurchase Programs.” The article examines share repurchase programs, a tool used by many public companies to return capital to shareholders. It discusses how Rule 10b‑18 and Rule 10b5‑1 of the Securities Exchange Act of 1934 operate, how OMR, ASR and eOMR transactions work and the extent to which Rule 10b‑18 and Rule 10b5‑1 may apply to these types of transactions.

On December 21, 2025, Clearwater Analytics (“CWAN”) announced that it has entered into a definitive agreement to be acquired in a transaction valued at approximately $8.4 billion by a Permira and Warburg Pincus‑led Investor Group (the “Investor Group”), with participation from Temasek. The Investor Group has key support from Francisco Partners. The Special Committee of the CWAN Board of Directors unanimously recommended this transaction and the CWAN Board of Directors subsequently approved this transaction. Under the terms of the agreement, CWAN stockholders will receive $24.55 per share in cash upon completion of the proposed transaction. Cravath is representing the Special Committee of the CWAN Board of Directors in connection with the transaction.

On December 11, 2025, the U.S. Court of Appeals for the Ninth Circuit unanimously affirmed the U.S. District Court for the Northern District of California’s finding that Apple Inc. (“Apple”) committed civil contempt based on Apple’s willful violations of a permanent injunction that Cravath client Epic Games, Inc. (“Epic”) previously secured against Apple. The Court of Appeals affirmed several contempt sanctions imposed by the District Court against Apple, while modifying or reversing in part certain other sanctions and remanding to the District Court for further proceedings. The Court also unanimously affirmed the denial of Apple’s request to vacate or modify the permanent injunction based on recent California state court decisions and denied Apple’s request to reassign the case to a different district judge on remand.

On December 20, 2025, Intellectual Asset Management (“IAM”) published an article written by Cravath partner David J. Kappos and associate Leslie Liu entitled “The UPC Should Follow German Courts’ Pro‑Innovation Approach to FRAND Cases.” The article discusses the Unified Patent Court (“UPC”)’s approach in deciding FRAND cases, arguing that the UPC should follow the German courts’ “pro‑innovation” practice of deferring to the market to set FRAND rates rather than attempting to do so itself.

Cravath represented Juventus Football Club S.p.A., as U.S. counsel, in connection with its approximately €100 million capital increase by way of an accelerated bookbuild offering of ordinary shares. Juventus Football Club S.p.A. operates as a leading professional football club in Italy. Its core business centers around the football club’s participation in national and international football competitions. The shares were listed on Euronext Milan. The transaction closed on November 25, 2025.

Cravath represented the underwriters in connection with the $800 million registered senior notes offering of Smurfit Westrock Financing DAC and the €500 million registered senior notes offering of Smurfit Kappa Treasury Unlimited Company, each a wholly owned subsidiary of Smurfit Westrock plc, one of the world's largest integrated manufacturers of paper‑based packaging products. The notes are expected to be listed on Euronext Dublin. The transactions closed on November 21, 2025, and November 24, 2025, respectively.

Cravath represented Element Fleet Management Corp. in connection with its $500 million 144A/Reg. S senior notes offering. Element Fleet Management Corp. is the largest publicly traded pure‑play automotive fleet manager in the world. The transaction closed on November 24, 2025.

Cravath represented Graham Holdings Company in connection with its $500 million 144A/Reg. S senior notes offering. Graham Holdings Company is a diversified holding company whose operations include educational services, television broadcasting, manufacturing, healthcare, automotive dealerships and other businesses. The transaction closed on November 24, 2025.

Josh Gordon is the Treasurer and Senior Vice President of Tax at Kyndryl. In this “Where Are They Now?” episode of On Tax, Josh returns to talk with Cravath partner and host Len Teti about Josh’s career since he last appeared on the show as the Vice President, Finance - Controller for IBM Americas in Season 1 (listen to that episode here). They also reflect on the value of staying open to unexpected opportunities and discuss how the synergy between certain business functions often has leaders in tax wearing multiple hats.

Cravath represented the initial purchasers in connection with the $1.5 billion high-yield senior notes offering of United Rentals (North America), Inc., a subsidiary of United Rentals, Inc., the largest equipment rental company in the world at the time of the offering. The transaction closed on December 1, 2025.

Cravath represented Enerflex Inc. in connection with its $400 million 144A/Reg. S high‑yield senior notes offering. Enerflex is a premier integrated global provider of energy infrastructure and energy transition solutions, deploying natural gas, low‑carbon and treated water solutions – from individual, modularized products and services to integrated custom solutions. The transaction closed on December 11, 2025.

On December 10, 2025, Cravath partner John W. White participated in the American Institute of Certified Public Accountants (“AICPA”) Conference on Current SEC and PCAOB Developments, which was held from December 8‑10 in Washington, D.C. John participated in a session entitled “Tariffs, Trade, and Taxes: Navigating the Shifting Global and Domestic Policy Landscape,” which featured an overview of the changing tariff landscape including an in depth look at the disclosure and accounting implications for public companies.

On December 11, 2025, Cravath partner Andrew T. Davis participated in “Tax Strategies for Corporate Acquisitions, Dispositions, Spin‑Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2025,” a program presented by the Practising Law Institute from December 10‑12 in Los Angeles. The program reviewed the tax issues presented by major corporate transactions, including single‑buyer acquisitions of a division or subsidiary, multi‑party joint ventures, cross‑border mergers and complex acquisitions of public companies with domestic and foreign operations. Andrew spoke on a panel entitled “Impact of the Corporate Alternative Minimum Tax (“CAMT”) on M&A Transactions,” which explored the CAMT rules and consequences for taxable and tax‑free acquisitions and dispositions, including spin‑offs, and reviewed the calculation of alternative minimum taxable income and other key issues addressed or unaddressed by IRS guidance.

On December 9, 2025, Cravath partner Gary A. Bornstein was featured as a 2025 Competition MVP by Law360, which highlighted his representation of Epic Games in separate antitrust lawsuits against Apple and Google, including securing a District Court decision that Apple violated an anti‑steering injunction, and a victory at the Ninth Circuit affirming Epic Games’ antitrust trial victory and permanent injunction against Google. In the profile, Gary discussed the satisfaction of winning difficult cases, explaining it’s “always a more gratifying victory when the outcome is not assured.” Gary also addressed the challenges of antitrust work, noting that antitrust issues are “company‑defining” and that “working as outside counsel on those cases is really counseling the senior people at the company on issues that go to the heart of their business. It requires you to have a commercial perspective on what's going on.” 

On December 6, 2025, Cravath partner Benjamin Gruenstein presented to The International Academy of Financial Crime Litigators, a collaboration between public- and private-sector litigation professionals and the Basel Institute on Governance that aims to promote worldwide access to solutions in cases of economic crime. Ben delivered a talk entitled “Evolving Standards for Sentence Reduction: Interpreting § 3582(c)(1)(A) Post-First Step Act,” in which he discussed developments in the law governing compassionate release, including his recent argument before the Supreme Court in Fernandez v. United States.

On December 9, 2025, Cravath partner Elad Roisman participated in the Goldman Sachs Financial Services Conference 2025, which was held from December 9-10 in New York. The conference featured sessions with executives from many of the largest financials companies, across a variety of services such as Banking, Insurance, Asset Management, Capital Markets and Investment Banking, Real Estate and Specialty Finance. Elad spoke on a panel entitled “The Road Ahead: Regulatory and Legislative Outlook.”

On December 8, 2025, Cravath partner Daniel J. Cerqueira was featured as a 2025 M&A MVP by Law360, which highlighted his role representing clients on numerous high-profile deals including Wiz in its $32 billion acquisition by Google and the Paramount Special Committee in Paramount’s $28 billion merger with Skydance. In the profile, Dan discussed helping clients navigate complex transactions in an unpredictable year for dealmaking and the “mix of contractual negotiation and technical skills, as well as a lot of strategic and tactical advice” that drew him to M&A early in his career. Dan also shared his advice for junior associates, noting “the importance of attention to detail, and making sure that you are confident in your work,” and encouraging them to “see the big picture, ask questions and really pay attention to the other parts of the deal,” as “the more curious and engaged you are, the quicker you'll advance.”

On December 9, 2025, Cravath was recognized by the Financial Times in connection with its annual “North America Innovative Lawyers” report, which showcases “the most innovative work and legal services that lawyers have developed for clients in North America.” The Firm received “Highly commended” honors in the “Dealmaking” category for its representation of Vista Outdoor in its $1.125 billion sale of Revelyst to SVP and $2.225 billion sale of The Kinetic Group to CSG.