Daniel K.
Zach

On November 9, 2023, Altus Group Limited (“Altus Group”), a leading provider of asset and fund intelligence for commercial restate, announced it has signed a definitive agreement to acquire the commercial real estate valuation and advisory services business of Situs Group LLC (a SitusAMC Company) for $225 million in cash. Cravath is representing Altus Group in connection with the transaction.

Cravath represented Amgen, one of the world’s largest biopharmaceutical companies, in successfully defending against a Federal Trade Commission (“FTC”) challenge to Amgen’s pending $27.8 billion acquisition of Horizon Therapeutics (“Horizon”)—securing a consent order on September 1, 2023 that The Wall Street Journal described as “a rare instance” of the FTC “throwing in the towel on litigation.”

On July 13, 2023, a three judge panel for the U.S. Court of Appeals for the Third Circuit ruled in favor of Cravath clients Louis Dreyfus Company LLC (“LDC”) and Imperial Sugar Company (“Imperial Sugar”) and unanimously affirmed an earlier decision by the U.S. District Court for the District of Delaware denying U.S. Department of Justice’s (“DOJ”) request for an injunction to block LDC’s sale of the assets and business of Imperial Sugar to U.S. Sugar.

On July 5, 2023, Brookfield Reinsurance, which operates a leading capital solutions business providing insurance and reinsurance services to individuals and institutions, and American Equity Investment Life Holding Company (“AEL”) announced that they have entered into a definitive agreement whereby Brookfield Reinsurance will acquire all of the outstanding shares of common stock of AEL it does not already own in a cash and stock transaction that values AEL at approximately $4.3 billion. Cravath is representing Brookfield Reinsurance in connection with the transaction.

On April 27, 2023, Jefferies Financial Group, Inc. (“Jefferies”) and Sumitomo Mitsui Banking Corporation (“SMBC”) announced that they have expanded their strategic alliance to collaborate on future corporate and investment banking business opportunities, as well as in equity sales, trading, and research. The expanded alliance also includes joint coverage of designated investment grade clients that have banking relationships with SMBC and will now have dedicated Jefferies investment banking coverage. SMBC will be responsible for credit products and debt capital markets, while Jefferies will be responsible for M&A and equity capital markets. Additionally, SMBC intends to increase its economic ownership of Jefferies to up to 15% on an as converted and fully diluted basis and upon the investment reaching or passing 10%, SMBC will be entitled to designate a new member to Jefferies’ Board of Directors. Cravath is representing Jefferies in connection with the transaction.

On October 12, 2023, Cravath hosted its fifth annual Global Enforcement Forum at its offices in New York. The event brought together investigations and regulatory lawyers from the Firm and leading foreign firms across the globe for a series of presentations, panel discussions and roundtables examining significant developments in enforcement.

On September 8, 2023, The Am Law Litigation Daily featured a Cravath team, led by partners David R. Marriott, Timothy G. Cameron and Daniel K. Zach and of counsel Jesse M. Weiss, as “Litigators of the Week” for its successful defense of Amgen, one of the world’s largest biopharmaceutical companies, against a Federal Trade Commission (“FTC”) challenge to Amgen’s pending $27.8 billion acquisition of Horizon Therapeutics (“Horizon”)—securing a consent order on September 1, 2023 that ends all litigation and clears the path for the transaction to close.

On July 20, 2023, Cravath prepared a memo for its clients entitled “New Merger Guidelines and Recent Merger-Related FTC and DOJ Announcements.” The memo examines the Federal Trade Commission and the Department of Justice Antitrust Division’s recently proposed Merger Guidelines as well as recently proposed changes to the Hart-Scott-Rodino (HSR) filing process from the FTC and guidance concerning bank mergers from the DOJ. The memo outlines the thirteen Guidelines and their discussion of market definition, rebuttal evidence and approach to remedies. It also addresses what additional information the HSR filing proposals will require and summarizes Assistant Attorney General Jonathan Kanter’s recent speech concerning bank merger enforcement.

On February 10, 2023, Cravath prepared a memo for its clients entitled “DOJ Antitrust Division Withdraws Three Healthcare Policy Statements as Part of Increasing Antitrust Scrutiny of Information‑Sharing Practices.” The memo examines the U.S. Department of Justice Antitrust Division’s recent announcement of its withdrawal of three policy statements from 1993, 1996 and 2011, respectively, which provided “safety zones” for certain practices in the healthcare industry. The memo concludes that companies should be cautious when participating in information exchanges or other forms of collaboration with competitors given the agency’s increasing scrutiny of information-sharing practices.

On January 11, 2023, Cravath prepared a memo for its clients entitled “FTC Proposes Rule Banning Noncompete Clauses with Workers,” which examines the agency’s recent notice of a proposed rule banning noncompete clauses as a violation of Section 5 of the Federal Trade Commission Act. The memo outlines key takeaways from the proposed rule and recent noncompete clause enforcement actions, as well as legal issues concerning the FTC’s rulemaking authority. The memo also concludes that the FTC’s decision to ban noncompete clauses reflects the agency’s desire to expand its authority and use competition rulemaking to address labor concerns, as well as other issues.