Corporate

Cravath represented the underwriters in connection with the $148 million primary common stock offering of Stewart Information Services Corporation. Through its subsidiaries, Stewart Information Services Corporation provides title insurance and real estate transaction services. The transaction closed on December 12, 2025.

On December 18, 2025, WildBrain Ltd. (“WildBrain”) announced it has signed a definitive agreement to sell its 41% stake in Peanuts Holdings LLC (“Peanuts”), the holding entity for the Peanuts IP, to Sony Music Entertainment (Japan) Inc. and Sony Pictures Entertainment Inc. (together, “Sony”) for $630 million cash. The ownership of rights to the Peanuts brand and the management of its business are handled by Peanuts Worldwide LLC, a wholly owned subsidiary of Peanuts. The family of Charles M. Schulz, creator of Peanuts, retain their 20% stake in the brand. Cravath is representing the family of Charles M. Schulz in connection with the transaction.

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 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 23, 2025, Cravath prepared a memo for its clients entitled “Section 16(a) Share Ownership and Transaction Reporting Obligations to Apply to Directors and Officers of Foreign Private Issuers from March 18, 2026.” The memo examines the Holding Foreign Insiders Accountable Act and how directors and officers of foreign private issuers will be required to comply with the share ownership and transaction reporting obligations of paragraph (a) of Section 16 of the Securities Exchange Act of 1934 within 90 days of the enactment of the 2026 U.S. National Defense Authorization Act.

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 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.

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.