Matthew
Morreale

Cravath represented the underwriters in connection with the $521.7 million initial public offering of common stock of Smithfield Foods, Inc., an American food company and an industry leader in value‑added packaged meats and fresh pork. The shares were listed on the Nasdaq Global Select Market. The transaction closed on January 29, 2025.

On February 10, 2025, FactSet, a global financial digital platform and enterprise solutions provider, announced the acquisition of LiquidityBook, a leading provider of cloud‑native buy- and sell‑side trading solutions, for a gross purchase price of $246.5 million in cash. Cravath is representing FactSet in connection with the transaction.

On January 28, 2025, Paragon 28, Inc. (“Paragon 28”), a leading medical device company focused on the foot and ankle orthopedic segment, and Zimmer Biomet Holdings, Inc. (“Zimmer Biomet”), a global medical technology leader, announced they have entered into a definitive agreement for Zimmer Biomet to acquire all outstanding shares of common stock of Paragon 28 for an upfront payment of $13.00 per share in cash, corresponding to an equity value of approximately $1.1 billion and an enterprise value of approximately $1.2 billion. Paragon 28 shareholders will also receive a non-tradeable contingent value right (CVR) entitling the holder to receive up to $1.00 per share in cash if certain revenue milestones are achieved. Cravath is representing Paragon 28 in connection with the transaction.

On January 27, 2025, the Aquarion Water Authority, a quasi-public corporation and political subdivision of the State of Connecticut and a standalone, newly created water authority alongside the South Central Connecticut Regional Water Authority, announced that it has entered into a definitive agreement to acquire Aquarion Water Company from Eversource Energy, an energy provider which transmits and delivers electricity and natural gas and supplies water to approximately 4.4 million customers in Connecticut, Massachusetts and New Hampshire. Subject to certain closing adjustments, the aggregate enterprise value of the sale is approximately $2.4 billion, which includes approximately $1.6 billion in cash and $800 million of net debt that will be extinguished at closing. Cravath is representing the Aquarion Water Authority in connection with the transaction.

On January 13, 2025, Johnson & Johnson and Intra‑Cellular Therapies, Inc. announced that they have entered into a definitive agreement under which Johnson & Johnson will acquire all outstanding shares of Intra‑Cellular Therapies, a biopharmaceutical company focused on the development and commercialization of therapeutics for central nervous system (CNS) disorders, for $132 per share in cash for a total equity value of approximately $14.6 billion. Cravath is representing Johnson & Johnson in connection with the transaction.

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. 

On October 9, 2023, Cravath prepared a memo for its clients entitled “California Legislature Passes and Governor Newsom Signs Landmark California Climate Bills.” The memo examines the California legislature’s two recently passed climate disclosure bills, known respectively as the Climate Corporate Data Accountability Act and the Climate‑Related Financial Risk Act, which were signed into law by Governor Gavin Newsom on October 7, 2023, and currently constitute the most extensive set of mandatory climate disclosures in the United States. The memo outlines key features of the bills, including their important differences from the SEC’s proposed climate rule, what specific details in the bills remain undefined or otherwise uncertain and next steps for companies to consider as they prepare for these disclosure obligations.