Fintech

On November 13, 2023, the U.S. District Court for the Southern District of Florida denied plaintiffs’ motion to certify a class asserting market manipulation claims under the federal securities laws against Cravath clients Robinhood Markets, Inc., Robinhood Financial LLC and Robinhood Securities, LLC (together, “Robinhood”).

Cravath represented the administrative agent, joint lead arranger and joint bookrunner, in connection with $2.085 billion of credit facilities made available to NCR Atleos Corporation and $700 million of credit facilities made available to NCR Voyix Corporation (formerly known as NCR Corporation). The proceeds were used to partially finance the spin‑off of NCR Atleos Corporation, an industry‑leading financial technology company providing self‑directed banking solutions to a global customer base including financial institutions, retailers and consumers, from NCR Voyix Corporation, a leading global provider of digital commerce solutions for the retail, restaurant and digital banking industries. The credit facilities made available to NCR Atleos Corporation consisted of a $500 million revolving credit facility, a $750 million term loan “A” facility and a $835 million term loan “B” facility. The credit facilities made available to NCR Voyix Corporation consisted of a $500 million revolving credit facility and a $200 million term loan “A” facility. The facilities closed on October 16, 2023.

Cravath represented Robinhood Markets, Inc. (“Robinhood”) in its Share Purchase Agreement (the “Share Purchase Agreement”) with the United States Marshals Service (the “USMS”), acting for and on behalf of the United States, pursuant to which Robinhood agreed to purchase 55,273,469 shares of the company’s Class A common stock (the “Shares”) from the USMS for an aggregate purchase price of $605,694,411.59, or approximately $10.96 per share. The transaction closed on August 31, 2023.

Cravath represented the administrative agent, joint lead arranger and joint bookrunner in connection with a $1.3 billion term loan facility made available to Broadridge Financial Solutions, Inc., a leading provider of investor communications, technology‑driven solutions and data and analytics to the financial services industry. The transaction closed on August 17, 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 November 9, 2023, Cravath partner D. Scott Bennett spoke at The Wharton School of the University of Pennsylvania’s FinTech Lecture Series, which hosts guest lectures by speakers on the forefront of financial technology. Scott delivered a lecture with associate Daniel M. Barabander entitled “Are Digital Assets ‘Securities’ and Why does it Matter?,” which covered the existing regulatory uncertainty in the United States regarding the applicability of U.S. securities laws to digital assets and businesses that issue or trade digital assets.

On November 20, 2023, Cravath published an executive summary‑style alert for its clients, with insights and reflections on the procedural guidance that the Financial Stability Oversight Council (“FSOC”) recently finalized for designating nonbank financial companies as “systemically important financial institutions” (“SIFIs”).

On November 14, 2023, Cravath partner Elad Roisman participated in Carta’s inaugural CFO Symposium in St. Helena, CA. The event convened CFOs in venture funds across the U.S. to discuss the state of venture capital, the impending regulations to the private markets and insights from leading financial thinkers in venture capital. Elad was featured in a fireside chat entitled “View from the Hill: Regulatory Updates & Impact on VC,” which reviewed the shifting SEC regulatory posture toward venture capital.

On November 17, 2023, Cravath partner Jelena McWilliams participated in The Clearing House’s 2023 Annual Conference in New York. The event convened senior financial services executives, regulators, policymakers and academics to discuss the evolving banking and payments landscapes and the shifting policy environment for banks. Jelena spoke on a panel entitled “Banking in the New Monetary Order: Adapting Business Models and Balance Sheets to the New Policy Environment and Payments Innovations,” which reviewed how regulation is changing in response to the exit from years of near‑zero interest rates and impacts from online banking apps, social media, new forms of payment and other innovations.

Cravath partners David J. Kappos, D. Scott Bennett, Michael E. Mariani, Sasha Rosenthal‑Larrea, Arvind Ravichandran and Ryan J. Patrone co‑authored a chapter on the current state of laws and regulations applicable to blockchain in the U.S. for The Legal 500’s “Blockchain Country Comparative Guide,” which was published in November 2023. The chapter discussed the market sectors in which blockchain and other distributed ledger technologies are being adopted and reviewed recent regulatory guidance and enforcement actions in the space.