Margaret T.
Segall

On May 15, 2023, Newcrest Mining Limited (“Newcrest”) announced it has entered into a binding scheme implementation deed with Newmont Corporation (“Newmont”), in relation to a proposal for Newmont to acquire 100% of the issued shares in Newcrest by way of a scheme of arrangement. Under the terms of the agreement, Newcrest shareholders will be entitled to receive 0.400 Newmont shares for each Newcrest share held (“Scheme Consideration”). In addition, Newcrest will be permitted to pay a franked special dividend of up to $1.10 per share on or around the implementation of the scheme of arrangement. The Scheme Consideration which would be received by Newcrest shareholders under the proposed transaction, when aggregated with the franked special dividend, represents an implied equity value of A$26.2 billion and enterprise value for Newcrest of A$28.8 billion. Cravath is representing Newcrest as U.S. counsel in connection with the transaction.

On May 12, 2023, the Washington Commanders and a partnership led by Josh Harris announced they have entered into a purchase and sale agreement which calls for Harris and partners to acquire the Washington Commanders from the Snyder family. The agreement is subject to NFL approval as well as the satisfaction of customary closing conditions. Cravath is representing the Snyder family in connection with the transaction.

On April 27, 2023, Deutsche Börse AG, an international exchange organization and market infrastructure provider, and SimCorp A/S, which offers a front‑to‑back investment management platform and ecosystem used by asset owners and managers, entered into a binding agreement pursuant to which Deutsche Börse AG will make an all cash voluntary recommended public takeover offer to acquire all the shares (except treasury shares) in SimCorp A/S at a price of DKK 735.0 per share, adjusted for any dividends or other distributions paid by SimCorp A/S prior to completion of the offer, valuing the entire issued capital of SimCorp A/S at €3.9 billion. In parallel to the takeover of SimCorp A/S, Deutsche Börse AG intends to combine its existing data & analytics subsidiaries Qontigo and ISS under one leadership. Upon completion of the offer, the intended combination of Qontigo/ISS and SimCorp A/S will be grouped within a newly created Investment Management Solutions segment. Cravath is representing Deutsche Börse AG as U.S. counsel in connection with the transactions.

On February 17, 2023, WiseTech Global, developer of the leading logistics execution software CargoWise, announced its acquisition of Blume Global (“Blume”), provider of a leading solution facilitating intermodal rail in North America, for $414 million. Blume is being acquired from funds managed by Apollo, EQT and other minority shareholders. Cravath is representing WiseTech Global in connection with the transaction.

On February 2, 2023, FS Investments, a pioneer in the democratization of alternative investments with more than $35 billion in assets under management, and Portfolio Advisors, a global middle‑market private asset specialist with more than $38 billion in assets under management, announced they have entered into a definitive agreement to combine their firms. The combined company will be poised for growth with over $73 billion in assets under management, including a significant permanent capital base, and a robust distribution platform. Cravath is representing FS Investments in connection with the transaction.

Cravath partners Andrew M. Wark and Margaret T. Segall authored a chapter for the International Comparative Legal Guide’s “Mergers & Acquisitions 2023,” which provides cross border insights into mergers and acquisitions and was published by Global Legal Group on March 16, 2023. The chapter, entitled “Key Drivers and Trends: Deal‑Making in an Era of Heightened Antitrust Enforcement,” examines how companies considering M&A transactions in the United States have faced an evolving antitrust landscape, including changed enforcement practices and merger review procedures.

Cravath partners G.J. Ligelis Jr., Alyssa K. Caples, Christopher K. Fargo and Margaret T. Segall co-authored the U.S. Law & Practice chapter of the third edition of Chambers “Investing In… 2023” Guide, which was published in January 2023. The guide, which is part of the publisher’s Global Practice Guides series, examines country specific legal issues that arise from foreign direct investment (“FDI”) and cross border transactions in the 33 jurisdictions covered. The U.S. Law & Practice chapter surveys the legal system and regulatory framework for FDI in the country, analyzing the economic climate, as well as considerations related to mergers and acquisitions, corporate governance, capital markets, antitrust, national security, tax, employment and intellectual property.

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 February 2, 2023, Cravath partner Margaret T. Segall participated in the Global Competition Review Live: Law Leaders Global 2023 program, held in Miami, Florida from February 2‑3, 2023. Maggie moderated a panel entitled “Mergers: Potential Competition and Innovation as Theories of Harm in Merger Reviews,” which discussed recent cases that focused on unconventional theories of harm, the markets that are particularly susceptible to innovation theories of harm in merger reviews, whether enforcers are demonstrating a greater desire to investigate and impose remedies on these types of mergers, and how different jurisdictions are treating the same or similar facts.

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.