Matthew
Morreale

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.

Cravath represented the underwriters in connection with the $1.8 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 December 9, 2024.

Cravath represented the initial purchasers in connection with the €600 million and $850 million 144A/Reg. S high‑yield senior secured notes offering of Iliad Holding S.A.S. (“Iliad”), a leading European telecommunications provider. The notes were listed on The International Stock Exchange. The transaction closed on December 3, 2024.

Cravath represented the initial purchasers in connection with the €375 million 144A/Reg. S high‑yield senior notes offering of TUI Cruises GmbH, a leading German cruise operator. The notes were listed on The International Stock Exchange. The transaction closed on November 27, 2024.

Cravath represented the underwriters, as U.S. counsel, in connection with the approximately C$313.6 million Rule 144A/Reg. S initial public offering of subordinate voting shares of Groupe Dynamite, Inc., a fashion house that operates retail stores and e‑commerce platforms under two complementary and spirited banners: Garage and Dynamite. The shares were listed on the Toronto Stock Exchange. The transaction closed on November 26, 2024.

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.