Four Decades for Justice
From representing the Erie Railway Company in Cornelius Vanderbilt’s fight for control of the railroad to advising global companies advancing the transition to electric mobility, Cravath has been at the forefront of advising leading transportation companies and their financial advisors on all aspects of law related to the movement of people and products globally.
We have extensive experience advising on matters in the airline, automotive, shipping and railroad sectors. Our corporate transportation experience includes mergers and acquisitions; capital markets and banking and credit transactions, equipment leasing and other complex financings; financial restructurings and reorganizations; corporate governance and board advisory matters, including in connection with environmental, social and governance (“ESG”) considerations; and executive compensation and benefits matters. Cravath litigators routinely work with transportation clients on antitrust, bankruptcy, general commercial, securities and shareholder matters.
We have extensive experience advising on matters in the airline, automotive, shipping and railroad sectors. Our corporate transportation experience includes mergers and acquisitions; capital markets and banking and credit transactions, equipment leasing and other complex financings; financial restructurings and reorganizations; corporate governance and board advisory matters, including in connection with environmental, social and governance (“ESG”) considerations; and executive compensation and benefits matters. Cravath litigators routinely work with transportation clients on antitrust, bankruptcy, general commercial, securities and shareholder matters.
Deals & Cases
March 20, 2024
Cravath represented Element Fleet Management Corp. in connection with its $750 million 144A/Reg. S senior notes offering. Element Fleet Management Corp. is the largest publicly traded pure‑play automotive fleet manager in the world. The transaction closed on March 13, 2024.
Deals & Cases
January 31, 2024
Cravath represented AerCap Ireland Capital Designated Activity Company and AerCap Global Aviation Trust in connection with their $1.5 billion registered senior notes offering. AerCap Ireland Capital Designated Activity Company and AerCap Global Aviation Trust are wholly owned subsidiaries of AerCap Holdings N.V., the global leader in aircraft leasing. The notes were listed on the Irish Stock Exchange. The transaction closed on January 11, 2024.
Deals & Cases
January 31, 2024
Cravath represented Forward Air Corporation in connection with $1.525 billion of senior secured credit facilities and $725 million of 144A/Reg. S high‑yield senior secured notes in connection with its acquisition of Omni Logistics. Forward Air Corporation is a leading asset‑light freight and logistics company. The acquisition closed on January 25, 2024.
Deals & Cases
January 24, 2024
On January 22, 2024, Forward Air Corporation (“Forward”) announced an agreement with Omni Logistics, LLC (“Omni”), a private company that is majority owned by Ridgemont Equity Partners and EVE Partners, LLC, to amend the terms of the existing merger agreement relating to their previously announced acquisition. This agreement ends the litigation between the parties, which will now be dismissed. Under the terms of the amended merger agreement, Omni shareholders will receive $20 million in cash, instead of the $150 million initially agreed, and 35% of Forward’s pro forma common equity (on a fully‑diluted, as‑converted basis), as compared to the 37.7% of Forward’s pro forma common equity (on a fully‑diluted, as‑converted basis) contemplated by the original agreement. Cravath is representing Forward in connection with the transaction and related litigation.
Deals & Cases
January 11, 2024
AerCap Holdings N.V, the world’s largest commercial aircraft leasing company, which Cravath is representing in connection with U.S. sanctions and export controls matters, has secured over $1.2 billion in related insurance recoveries involving Russian airlines’ refusal to return over 100 aircraft leased from AerCap following Russia’s invasion of Ukraine in February 2022. In September 2023, in the first announced insurance settlement of its kind, Cravath represented AerCap in obtaining authorizations from the U.S. Office of Foreign Assets Control (“OFAC”) and the U.S. Department of Commerce’s U.S. Bureau of Industry and Security (“BIS”) for an agreement to enable payment of approximately $645 million to AerCap to resolve claims against certain Russian insurers and airlines as to a substantial number of AerCap aircraft. Cravath also represented AerCap before BIS and OFAC in connection with AerCap’s subsequent, $572 million insurance settlements with Russian insurers and airlines announced in December 2023.
Accolades
January 31, 2024
On January 24, 2024, Cravath partner David R. Marriott was named to the Daily Journal’s 2024 list of “Leading Commercial Litigators.” The accompanying profile highlights his role in helping Amgen secure a consent order ending all litigation in connection with its pending acquisition of Horizon Therapeutics, as well as his summary judgment victory for Viatris, which was “one of the few resolutions of federal securities fraud litigation at summary judgment that ended entirely in favor of the defendants.” The profile also details Dave’s nearly 30‑year tenure at Cravath and his roles as a lecturer at Columbia University Law School and an adjunct professor at NYU School of Law.
Activities & Publications
December 12, 2023
On December 4, 2023, Cravath partner Noah Joshua Phillips was interviewed by the hosts of Yahoo Finance Live. During his appearance, he discussed the evolving antitrust landscape for airline industry mergers, including what the U.S. Department of Justice looks at when evaluating these deals and the role the White House can play in setting an antitrust agenda. He also shared his advice on how airlines can successfully clear an antitrust investigation.
Accolades
December 07, 2023
On December 4, 2023, The American Lawyer profiled Cravath’s litigation department in connection with its recognition as a finalist for the publication’s biennial “Litigation Department of the Year” award. The feature, entitled “Busier Than Ever: How Cravath’s Litigation Team Has Grown Into an Industry Powerhouse,” noted that “Cravath’s litigators have consistently landed on some of the country’s most high‑profile cases with the most at stake” over the past two years and praised the department as “at the ready to handle any complex, pivotal case that comes its way.” Speaking to the publication, partner Kevin J. Orsini discussed the breadth of the Firm’s recent successes, including representing Tesla CEO Elon Musk at trial to defeat a $13 billion derivative suit concerning Tesla’s SolarCity acquisition; Illumina and Louis Dreyfus Company each in separate trial wins against the government in respective FTC and DOJ antitrust merger challenges; Starz in a precedent-setting Ninth Circuit win against MGM; and Blue Cross Blue Shield in securing a summary judgment victory within one of the largest class actions in the country. Kevin also discussed the Firm’s commitment to “collaboration and connectivity” in its partnership, as well as the department’s unique ability to “handle a wide range of subject matters” in an era of increasing specialization.
Accolades
October 09, 2023
On October 4, 2023, Cravath partner Christine A. Varney was featured by the New York Law Journal as winner of its “Lifetime Achievement Award,” in recognition of her career accomplishments as “one of the country’s foremost antitrust experts” and her indelible impact on the practice of competition law. The profile highlights her government service as both U.S. Assistant Attorney General for Antitrust and a Commissioner of the Federal Trade Commission, as well as her work on over $1 trillion in proposed or completed transactions and work for clients including Anheuser‑Busch InBev, Delta Air Lines, Epic Games, Illumina and Time Warner.
Firm News
August 14, 2023
Between July 28 and August 11, 2023, Cravath advised on nine announced deals, including seven deals in a span of three business days. Cravath is representing:
Deals & Cases
March 20, 2024
Cravath represented Element Fleet Management Corp. in connection with its $750 million 144A/Reg. S senior notes offering. Element Fleet Management Corp. is the largest publicly traded pure‑play automotive fleet manager in the world. The transaction closed on March 13, 2024.
Deals & Cases
January 31, 2024
Cravath represented AerCap Ireland Capital Designated Activity Company and AerCap Global Aviation Trust in connection with their $1.5 billion registered senior notes offering. AerCap Ireland Capital Designated Activity Company and AerCap Global Aviation Trust are wholly owned subsidiaries of AerCap Holdings N.V., the global leader in aircraft leasing. The notes were listed on the Irish Stock Exchange. The transaction closed on January 11, 2024.
Deals & Cases
January 31, 2024
Cravath represented Forward Air Corporation in connection with $1.525 billion of senior secured credit facilities and $725 million of 144A/Reg. S high‑yield senior secured notes in connection with its acquisition of Omni Logistics. Forward Air Corporation is a leading asset‑light freight and logistics company. The acquisition closed on January 25, 2024.
Deals & Cases
January 24, 2024
On January 22, 2024, Forward Air Corporation (“Forward”) announced an agreement with Omni Logistics, LLC (“Omni”), a private company that is majority owned by Ridgemont Equity Partners and EVE Partners, LLC, to amend the terms of the existing merger agreement relating to their previously announced acquisition. This agreement ends the litigation between the parties, which will now be dismissed. Under the terms of the amended merger agreement, Omni shareholders will receive $20 million in cash, instead of the $150 million initially agreed, and 35% of Forward’s pro forma common equity (on a fully‑diluted, as‑converted basis), as compared to the 37.7% of Forward’s pro forma common equity (on a fully‑diluted, as‑converted basis) contemplated by the original agreement. Cravath is representing Forward in connection with the transaction and related litigation.
Deals & Cases
January 11, 2024
AerCap Holdings N.V, the world’s largest commercial aircraft leasing company, which Cravath is representing in connection with U.S. sanctions and export controls matters, has secured over $1.2 billion in related insurance recoveries involving Russian airlines’ refusal to return over 100 aircraft leased from AerCap following Russia’s invasion of Ukraine in February 2022. In September 2023, in the first announced insurance settlement of its kind, Cravath represented AerCap in obtaining authorizations from the U.S. Office of Foreign Assets Control (“OFAC”) and the U.S. Department of Commerce’s U.S. Bureau of Industry and Security (“BIS”) for an agreement to enable payment of approximately $645 million to AerCap to resolve claims against certain Russian insurers and airlines as to a substantial number of AerCap aircraft. Cravath also represented AerCap before BIS and OFAC in connection with AerCap’s subsequent, $572 million insurance settlements with Russian insurers and airlines announced in December 2023.
Accolades
January 31, 2024
On January 24, 2024, Cravath partner David R. Marriott was named to the Daily Journal’s 2024 list of “Leading Commercial Litigators.” The accompanying profile highlights his role in helping Amgen secure a consent order ending all litigation in connection with its pending acquisition of Horizon Therapeutics, as well as his summary judgment victory for Viatris, which was “one of the few resolutions of federal securities fraud litigation at summary judgment that ended entirely in favor of the defendants.” The profile also details Dave’s nearly 30‑year tenure at Cravath and his roles as a lecturer at Columbia University Law School and an adjunct professor at NYU School of Law.
Activities & Publications
December 12, 2023
On December 4, 2023, Cravath partner Noah Joshua Phillips was interviewed by the hosts of Yahoo Finance Live. During his appearance, he discussed the evolving antitrust landscape for airline industry mergers, including what the U.S. Department of Justice looks at when evaluating these deals and the role the White House can play in setting an antitrust agenda. He also shared his advice on how airlines can successfully clear an antitrust investigation.
Accolades
December 07, 2023
On December 4, 2023, The American Lawyer profiled Cravath’s litigation department in connection with its recognition as a finalist for the publication’s biennial “Litigation Department of the Year” award. The feature, entitled “Busier Than Ever: How Cravath’s Litigation Team Has Grown Into an Industry Powerhouse,” noted that “Cravath’s litigators have consistently landed on some of the country’s most high‑profile cases with the most at stake” over the past two years and praised the department as “at the ready to handle any complex, pivotal case that comes its way.” Speaking to the publication, partner Kevin J. Orsini discussed the breadth of the Firm’s recent successes, including representing Tesla CEO Elon Musk at trial to defeat a $13 billion derivative suit concerning Tesla’s SolarCity acquisition; Illumina and Louis Dreyfus Company each in separate trial wins against the government in respective FTC and DOJ antitrust merger challenges; Starz in a precedent-setting Ninth Circuit win against MGM; and Blue Cross Blue Shield in securing a summary judgment victory within one of the largest class actions in the country. Kevin also discussed the Firm’s commitment to “collaboration and connectivity” in its partnership, as well as the department’s unique ability to “handle a wide range of subject matters” in an era of increasing specialization.
Accolades
October 09, 2023
On October 4, 2023, Cravath partner Christine A. Varney was featured by the New York Law Journal as winner of its “Lifetime Achievement Award,” in recognition of her career accomplishments as “one of the country’s foremost antitrust experts” and her indelible impact on the practice of competition law. The profile highlights her government service as both U.S. Assistant Attorney General for Antitrust and a Commissioner of the Federal Trade Commission, as well as her work on over $1 trillion in proposed or completed transactions and work for clients including Anheuser‑Busch InBev, Delta Air Lines, Epic Games, Illumina and Time Warner.
Firm News
August 14, 2023
Between July 28 and August 11, 2023, Cravath advised on nine announced deals, including seven deals in a span of three business days. Cravath is representing:
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