Corporate

Cravath represented the underwriters in connection with the €1 billion registered senior notes offering of Cencora, Inc., a leading global pharmaceutical solutions organization centered on improving the lives of people and animals around the world. The transaction closed on May 22, 2025.

On June 4, 2025, Flowserve Corporation (“Flowserve”) and Chart Industries, Inc. (“Chart”) announced that they have entered into a definitive agreement to combine in an all-stock merger of equals, creating a differentiated leader in industrial process technologies. The combined company is expected to have an enterprise value of approximately $19 billion based on the exchange ratio and the closing share prices for Flowserve and Chart as of June 3, 2025. Under the agreement, which has been unanimously approved by the board of directors of each company, at the closing of the transaction Chart shareholders will receive 3.165 shares of Flowserve common stock for each share of Chart common stock owned. Following the close of the transaction, Flowserve shareholders will own approximately 46.5% and Chart shareholders will own approximately 53.5% of the combined company, on a fully diluted basis. Cravath is representing Flowserve in connection with the transaction.

Cravath represented QUALCOMM Incorporated in connection with its $1.5 billion registered notes offering. QUALCOMM Incorporated is a global technology leader, helping to bring intelligent computing everywhere through the development and commercialization of foundational technologies. The transaction closed on May 21, 2025.

Cravath represented the initial purchasers in connection with the $350 million 144A/Reg. S fixed‑rate reset senior notes offering of Ascot Group Limited, a global insurance and reinsurance organization offering a broad range of specialty insurance and reinsurance products to customers worldwide through underwriting platforms in the U.K., Bermuda and the U.S. The transaction closed on May 16, 2025.

On May 28, 2025, rhode, a fast‑growing, multi‑category lifestyle beauty brand founded by Hailey Bieber, and e.l.f. Beauty announced they have signed a definitive agreement for e.l.f. Beauty to acquire rhode. The $1 billion deal is comprised of $800 million of consideration payable at closing in a combination of cash and stock, subject to customary adjustments, and an additional potential earnout consideration of $200 million based on the future growth of the brand over a three‑year timeframe. Hailey Bieber will continue her role as Founder and additionally serve as rhode’s Chief Creative Officer and Head of Innovation, overseeing creative, product innovation and marketing. She will also act as a Strategic Advisor to the combined companies. Cravath is representing Hailey Bieber in connection with the transaction.

On June 4, 2025, Cravath partner and former Commissioner and Acting Chairman of the U.S. Securities and Exchange Commission Elad Roisman testified before the United States House Financial Services Committee. The hearing entitled “American Innovation and the Future of Digital Assets: From Blueprint to a Functional Framework” examined the Digital Asset Market Clarity Act of 2025, which sets forth a proposed digital asset market structure framework.

The 2025 edition of Chambers USA ranked Cravath in the top tier nationally in seven areas: Antitrust; Capital Markets (Investment Grade Debt – Issuer Counsel); Capital Markets (Investment Grade Debt – Manager Counsel); Corporate/M&A (The Elite); Securities (Litigation); Securities (Regulation – Advisory); and Tax (Corporate & Finance). In New York, the Firm was ranked in the top tier in eight areas: Antitrust; Bankruptcy/Restructuring (Highly Regarded); Corporate/M&A (The Elite); Environment (Mainly Transactional); Litigation (General Commercial: The Elite); Litigation (Securities); Media & Entertainment (Corporate); and Tax. Fifty‑four Cravath lawyers were ranked across 23 practice categories.

Cravath partners D. Scott Bennett and Nicholas A. Dorsey and of counsels Virginia M. Anderson and Ellen H. Park co‑authored the U.S. Law and Practice chapter of the Chambers Venture Capital Guide, which was published in May 2025. The guide, which is part of the publisher’s Global Practice Guides series, provides the latest legal information on trends in the venture capital market; fund structures, economics and regulation; investments in VC companies; government subsidies and tax; employee incentivization and exits in the 26 jurisdictions covered. The U.S. Law and Practice chapter examines how the artificial intelligence sector drove momentum in the venture capital market throughout the past year; the continued prevalence of “down round” raises, bridge financing solutions and alternative financing solutions for companies that have faced financing challenges; typical venture capital fund structure in the United States and more.

Cravath partner Elad Roisman was featured as a guest on PwC’s accounting podcast, entitled “Today’s SEC Landscape.” In the episode, which is part of the accounting podcast’s “Inside SEC Reporting” video miniseries examining the evolving SEC landscape and key reporting areas, Elad joined senior leaders from PwC to discuss what the SEC has done this year, key changes affecting companies and market participants, and offered insights into what these changes mean for companies going forward. 

On June 5, 2025, Cravath partner Ting S. Chen participated in the International Bar Association’s 22nd Annual International Mergers & Acquisitions Conference, which was held from June 4‑5, 2025, in New York. The event convened global practitioners to discuss topics in international M&A law such as geopolitics, competition policy and M&A; private equity dealmaking; and governance, stewardship and activism. Ting spoke on a panel entitled “Developments in Public Company M&A and Securities Law,” which examined the evolving landscape of public M&A around the world.