Benjamin G.
Joseloff

On December 8, 2025, Paramount, a Skydance Corporation (“Paramount”), announced it has commenced an all-cash tender offer to acquire all of the outstanding shares of Warner Bros. Discovery, Inc. (“WBD”) for $30.00 per share in cash, equating to an enterprise value of $108.4 billion. Paramount’s proposed transaction is for the entirety of WBD, including the Global Networks segment. Cravath is representing Paramount in connection with the transaction.

On August 7, 2025, Paramount Global and Skydance Media (“Skydance”) announced the completion of their merger, creating a standalone global media and entertainment company, Paramount, a Skydance Corporation (“Paramount”). Paramount Class B shares will begin trading today on the Nasdaq Stock Market LLC under “PSKY.” Cravath represented the Paramount Special Committee in connection with the transaction.

On October 4, 2024, Vista Outdoor Inc. (“Vista Outdoor”), the parent company of more than three dozen renowned brands that design, manufacture and market sporting and outdoor products, announced it has entered into a definitive agreement with funds managed by Strategic Value Partners, LLC, and its affiliates (“SVP”), a global alternative investment firm with approximately $19 billion of assets under management, to sell Revelyst in an all‑cash transaction based on an enterprise value of $1.125 billion. In connection with the SVP Transaction, Vista Outdoor also entered into an amendment to the merger agreement with Czechoslovak Group a.s. (“CSG”) to acquire The Kinetic Group, increasing the purchase price for The Kinetic Group to $2.225 billion. Together, the CSG Transaction and the SVP Transaction represent an enterprise value of $3.35 billion for Vista Outdoor and will deliver an estimated $45 per share in cash to Vista Outdoor stockholders. Cravath is representing Vista Outdoor in connection with the transaction.

On September 5, 2024, Verizon Communications Inc. and Frontier Communications Parent, Inc. (“Frontier”), the largest pure‑play fiber provider in the U.S., announced they have entered into a definitive agreement for Verizon to acquire Frontier in an all‑cash transaction valued at $20 billion. Cravath is representing Frontier in connection with the transaction.

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.

On December 4, 2025, Cravath partner Benjamin G. Joseloff participated in GCR Live: Foreign Investment Control 2025, which was held in London. The conference brought together international decision makers, specialists and experts, including government officials, enforcers, in-house counsel, private practice lawyers and economists to analyze and discuss the latest developments in foreign investment control. Ben spoke on a panel entitled “Navigating CFIUS: Is it Shaping Global Deal‑Making?,” which discussed how recent reforms and enforcement trends are reshaping deal strategy and investor behavior, how to build CFIUS risk assessment into early‑stage deal planning and cross‑border investment strategy, main trends of enforcement and navigating multi‑jurisdictional screening processes.

On September 30, 2025, Cravath partner Benjamin G. Joseloff delivered a guest lecture at New York University School of Law on the Committee on Foreign Investment in the United States (“CFIUS”) and U.S. investment security policy during a course entitled “Sovereign Finance, Capital Markets and Global Regulatory Challenges Seminar,” which provides a comprehensive overview of sovereign wealth funds, their role as long-term investors after the 2008 financial crisis and the intersection of sovereign finance with global politics and economic integration. The course also examines the growing influence of these funds in alternative investments and the legal, regulatory and geopolitical challenges that arise from their expanding presence in the global market.

On July 23, 2025, Cravath partner Benjamin G. Joseloff and European counsel Roberto Bruno participated in the 2025 GOP International Academy event “From Boardroom to Courtroom: International Trade and Business Law in Current Times,” which was hosted by international law firm Gianni & Origoni from July 21-25 in London. Ben and Roberto led a session entitled “The Committee on Foreign Investment in the United States (CFIUS) and the Regulation of Foreign Direct Investment in the Second Trump Administration,” which reviewed recent developments in U.S. investment security policy. The GOP International Academy, which is supported by the Italian National Bar Council, the Italian Higher School of Advocacy, the Law Society of England and Wales and the Bar Council of England and Wales, provides professional development experiences designed for Italian lawyers, English solicitors, graduate students, trainees and holders of postgraduate diplomas.

On July 16, 2025, Cravath partner and former White House and U.S. Department of the Treasury official Benjamin G. Joseloff testified before the Subcommittee on National Security, Illicit Finance, and International Financial Institutions of the United States House Committee on Financial Services. The hearing entitled “U.S. Policy on Investment Security” examined how the Committee on Foreign Investment in the United States (“CFIUS”) balances national security safeguards with maintaining an open investment environment.

On July 8, 2025, Thomson Reuters Westlaw published an article written by Cravath partner Benjamin G. Joseloff entitled “Following De Novo CFIUS review, U.S. Government Approves Nippon Steel’s Proposed Acquisition of U.S. Steel with Potentially Groundbreaking Conditions.” The article examines a recently issued order approving the proposed acquisition of U.S. Steel Corporation, the third‑largest domestic steel producer, by Nippon Steel Corporation, a global steelmaker headquartered in Japan.