Financial Services and Insurance

Cravath represented the European Investment Bank (“EIB”) in connection with its $4 billion registered notes offering. The purpose of the EIB is to contribute to the balanced and steady development of the internal market among Member States of the European Union. The notes were listed on the Luxembourg Stock Exchange. The transaction closed on April 25, 2023.

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 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 March 31, 2023, the U.S. District Court for the Southern District of Ohio granted a motion to dismiss with prejudice all claims brought against Cravath clients Root, Inc. and certain of its officers and directors (collectively, “Root”). Root is an insurance company, primarily focused on automobile insurance, with a “mobile‑first”, data‑driven business model that makes risk assessments, in part, based on complex behavioral data, including an individual’s actual driving behavior.

Cravath represented the underwriters in connection with the $1.25 billion registered notes offering of HSBC USA Inc., an indirect wholly owned subsidiary of HSBC Holdings plc, a global financial services company. The transaction closed on March 17, 2023.

On May 17, 2023, Cravath, in collaboration with the Global Financial Markets Association (GFMA), Boston Consulting Group (BCG) and Clifford Chance, published a report highlighting the potential transformative benefits of Distributed Ledger Technology (DLT) for capital markets and calling for market participants to shape its future use, as well as for greater regulatory clarity from policy makers. The report, “The Impact of Distributed Ledger Technology in Global Capital Markets,” evaluates the opportunities and risks of DLT and DLT‑based securities and assesses the applicability of existing legal, regulatory and risk management frameworks. Cravath partners D. Scott Bennett and Elad L. Roisman contributed to the publication, assisted by associates Daniel M. Barabander and Danjie Fang. Danielle A. Solaru also contributed to the publication.

Cravath partners Alyssa K. Caples and Kelly M. Smercina participated in the International Bar Association’s 38th International Financial Law Conference, which was held from May 10‑12, 2023 in Lisbon, Portugal. Alyssa co‑chaired a panel entitled “Cutting the Apron Strings: the Start‑up’s Journey from VC Financing to IPO,” which reviewed key exit strategy considerations for start‑ups and venture capital funds and the benefits and disadvantages of the IPO route, including enhanced liquidity for investors, access to capital, maintenance of control and employee equity incentives, but also exposure to market volatility and regulatory burdens. Kelly spoke on a panel entitled “Here, There or Everywhere: Taking the Decision on Where to List and Why?,” which examined the current listing landscape and the competitive position of stock exchanges globally, including the current trends and future outlook of the IPO and listing market.

On May 4, 2023, Cravath partner Jelena McWilliams was featured on CNBC’s “Squawk on the Street.” In her feature interview, she discusses the importance of stabilizing the banking system and rebuilding investor and depositor confidence, as well as the need for real‑time data as part of regulation. She also discusses community, mid‑size and regional banks and the role they play in communities they serve and within the broader financial landscape.

On May 8, 2023, Cravath partner Jelena McWilliams was featured on Bloomberg TV’s “Bloomberg Surveillance.” In her feature interview, she discusses the role community, mid‑size and regional banks play as commercial real estate and industrial lenders. She also discusses the importance of stabilizing the banking system and the current FDIC bank assessment rates.

On April 26, 2023, Cravath partner Jelena McWilliams participated in the Empire Fintech Conference, which was hosted by Empire Startups as part of its New York Fintech Week 2023. Jelena was featured in a fireside chat on the fintech landscape.