Mergers and Acquisitions

On November 18, 2025, Axalta Coating Systems Ltd. (“Axalta”) and Akzo Nobel N.V. announced that they have entered into a definitive agreement to combine in an all‑stock merger of equals, creating a premier global coatings company with an enterprise value of approximately $25 billion. Cravath is representing Axalta in connection with the transaction.

On November 17, 2025, Johnson & Johnson announced it has entered into a definitive agreement to acquire Halda Therapeutics OpCo, Inc., a clinical‑stage biotechnology company with a proprietary Regulated Induced Proximity TArgeting Chimera (RIPTACTM) platform to develop oral, targeted therapies for multiple types of solid tumors, including prostate cancer, for $3.05 billion in cash. Cravath is representing Johnson & Johnson in connection with the transaction.

On November 17, 2025, Mitsui Sumitomo Insurance Co., Ltd. (“MSI”), a leading Japanese insurance company and subsidiary of MS&AD Insurance Group Holdings, Inc., announced it has agreed to acquire an 18% equity interest in Barings LLC (“Barings”), an asset management company and wholly owned subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual”), from MassMutual. MassMutual will receive approximately $1.44 billion as a result of the transaction. Barings will continue to operate as an independent subsidiary of MassMutual. Cravath is representing MSI in connection with the transaction.

On November 3, 2025, Kenvue Inc. (“Kenvue”), a global consumer health leader, and Kimberly‑Clark Corporation (“Kimberly‑Clark”), a global personal care leader, announced an agreement under which Kimberly‑Clark will acquire all of the outstanding shares of Kenvue common stock in a cash and stock transaction that values Kenvue at an enterprise value of approximately $48.7 billion, based on the closing price of Kimberly‑Clark common stock on October 31, 2025. Under the terms of the agreement, which has been unanimously approved by each company’s Board of Directors, Kenvue shareholders will receive $3.50 per share in cash as well as 0.14625 Kimberly‑Clark shares for each Kenvue share held at closing. Upon closing of the transaction, current Kenvue shareholders are expected to own approximately 46% and current Kimberly‑Clark shareholders are expected to own approximately 54% of the combined company on a fully diluted basis. Cravath is representing Kenvue in connection with the transaction.

On October 28, 2025, Westinghouse Electric Company (“Westinghouse”), Brookfield Asset Management (“Brookfield”) and Cameco Corporation (“Cameco”) announced that the U.S. Government has entered into a strategic partnership to accelerate the deployment of nuclear power. At the center of the new strategic partnership, at least $80 billion of new reactors will be constructed across the United States using Westinghouse nuclear reactor technology. The partnership contains profit sharing mechanisms that provide for all parties, once certain thresholds are met, to participate in the long‑term financial and strategic value that will be created within Westinghouse by the growth of nuclear energy and advancement of investment into AI capabilities in the United States. Cravath is representing Westinghouse and Brookfield in connection with the strategic partnership.

On November 13, 2025, Cravath European counsel Nicoleta D. Lupea delivered a guest lecture at Sciences Po Law School in Paris as part of the course entitled “Cross‑border M&A Transactions,” which provided an overview of a deal cycle and explored the main themes that arise in international M&A transactions.

Cravath partners Alyssa K. Caples, Nicholas A. Dorsey and Daniel J. Cerqueira spoke at the International Bar Association’s 2025 Annual Conference, which was held November 2-7 in Toronto and convened legal professionals from across the globe.

On November 10, 2025, Cravath published the latest edition of its Quarterly Review, which provides insight into practical points, key takeaways and relevant developments across the M&A, activism, restructuring, regulatory and corporate governance landscape. This edition covers:

On October 28, 2025, Cravath prepared a memo for its clients entitled “Back to the Future: IRS and Treasury Reinstate pre‑2024 Guidelines for Spin‑Off Private Letter Rulings.” The memo examines the Internal Revenue Service’s recently released Rev. Proc. 2025‑30, which provides updated guidelines for taxpayers requesting private letter rulings from the IRS for tax‑free spin‑off and split‑off transactions under Section 355. Rev. Proc. 2025‑30 supersedes Rev. Proc. 2024‑24 and withdraws Notice 2024‑38 (together the “2024 Guidance”).

On October 17, 2025, Lawdragon announced the inclusion of 57 Cravath partners in its annual list of the “500 Leading Dealmakers in America.” The list, assembled based on research and vetting by peers, recognizes lawyers in the areas of M&A, capital markets, corporate governance, finance, private equity and tax who “shake the world with the deals they make happen” and are “among the most coveted lawyers in the world.”