Matthew
Morreale

Cravath represented the underwriters in connection with the $683.6 million registered underwritten offering of Class A common stock of Galaxy Digital Inc., a global leader in digital assets and artificial intelligence infrastructure, delivering enduring solutions that accelerate the future digital economy. This was Galaxy Digital Inc.’s first underwritten public offering of its Class A common stock as a listed company on the Nasdaq Global Select Market. The transaction closed on June 3, 2025.

Cravath represented the underwriters in connection with the $500 million registered high‑yield senior notes offering of The Goodyear Tire & Rubber Company, one of the world's leading manufacturers of tires, engaging in operations in most regions of the world. The transaction closed on June 3, 2025.

Cravath represented the underwriters in connection with the $1.25 billion registered senior notes offering of Westinghouse Air Brake Technologies Corporation (“Wabtec”), one of the world’s largest providers of value‑added, technology‑based locomotives, equipment, systems and services for the global freight rail and passenger transit industries, and also serves customers in the mining, marine and industrial markets. Proceeds of the offering will be used to partially finance Wabtec’s acquisition of Evident Corporation’s Inspection Technologies division. The transaction closed on May 29, 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.

On May 25, 2025, WiseTech Global, developer of leading logistics execution software CargoWise, announced it has entered into a binding agreement to acquire E2open Parent Holdings, Inc. (“e2open”), a U.S.‑based leading provider of SaaS solutions in the global logistics value chain, for $3.30 per share in cash equating to an enterprise value of $2.1 billion. Cravath is representing WiseTech Global in connection with the transaction.

On March 6, 2025, Cravath prepared a memo for its clients entitled “Three Key SEC Developments Affecting ESG: Acting Chairman Uyeda’s Climate Rule Statement, SLB 14M and Schedule 13D/G CDIs.” The memo examines these recent actions under the U.S. Securities and Exchange Commission’s new leadership and their potential impact in the environmental, social and governance (ESG) space.

In September 2024, the Transatlantic Law Journal, which is published by the German-American Lawyers’ Association (DAJV), published an article written by Cravath partners John W. White, Matthew Morreale, Elad Roisman, Michael L. Arnold and Kimberley S. Drexler entitled “The SEC’s Landmark Climate Disclosure Rules: Considerations for Non-U.S. Public Companies.” The article examines the U.S. Securities and Exchange Commission’s adopted final rules requiring climate related disclosures for public companies, outlining key takeaways of the final rules and applicability to foreign private issuers and certain other issuers. The article was based on a memo prepared by Cravath for clients in March 2024.

On April 5, 2024, the Harvard Law School (HLS) Forum on Corporate Governance published an article written by Cravath partners John W. White, Matthew Morreale, Elad Roisman, Michael L. Arnold and Kimberley S. Drexler entitled “A Deeper Dive into the SEC’s Landmark Climate Disclosure Rules for Public Companies.” The article examines the U.S. Securities and Exchange Commission’s recently adopted final rules requiring climate‑related disclosures for public companies, outlining key takeaways of the final rules and the timeline for compliance. The article was originally prepared by Cravath as part of a longer memo for clients in March 2024.

On March 18, 2024, Cravath prepared a memo for its clients entitled “A Deeper Dive into the SEC’s Landmark Climate Disclosure Rules for Public Companies.” The memo examines in depth the U.S. Securities and Exchange Commission’s recently adopted final rules requiring climate‑related disclosures for public companies. The memo outlines key takeaways of the final rules; the timeline for compliance; the background of the SEC’s focus on disclosure regarding climate change; the concept of materiality as used in the rules; the rules’ applicability to FPIs and other issuers; ongoing litigation challenging the validity of the rules; and next steps for public companies and their advisors to plan for compliance.

On March 8, 2024, Cravath prepared a memo for its clients entitled “SEC Adopts Climate Disclosure Rules for Public Companies.” The memo examines the U.S. Securities and Exchange Commission’s recently adopted final rules requiring climate-related disclosures for public companies. It provides a high-level summary of the key requirements of the final rules relevant to public companies and their advisors.