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Jonathan J. Katz

Partner, Executive Compensation and Benefits

Jonathan J. Katz advises clients on the executive compensation and employee benefit aspects of complex mergers and acquisitions, spin‑offs, corporate joint ventures and private equity transactions. He also regularly advises clients on the design, negotiation and implementation of employment agreements and incentive compensation programs.

Mr. Katz’s clients have included Disney, Johnson & Johnson, Novartis, Northrop Grumman, 3G Capital, The Kraft Heinz Company, US Foods, Mylan, AveXis, New Media, Technicolor, Banco Santander, Starwood Hotels, Cameron International, Biogen, Time Warner, Eurazeo, Dentsu Aegis, IBM, NCR, Brookfield Asset Management, BDT Capital Partners, CommScope, Lindsay Goldberg, Ashland and Cincinnati Bell.

Mr. Katz’s recent transactions include representing:

  • Viacom’s transaction committee in its $30 billion merger with CBS;
  • Mylan in its pending $50 billion combination with Upjohn, a division of Pfizer, its $9.9 billion acquisition of Meda, its acquisition of the non‑sterile, topicals‑focused specialty and generics business of Renaissance Acquisition Holdings for $950 million in cash at closing plus additional contingent payments of up to $50 million, its proposal to acquire Perrigo in a transaction valued at approximately $35 billion and its $5.6 billion inversion acquisition of Abbott Laboratories’ non‑U.S. developed markets specialty and branded generics business;
  • Disney in its $85 billion acquisition of 21st Century Fox, overcoming an interloper bid by Comcast to its original $66 billion agreement, the $10.6 billion sale of the Fox Regional Sports Networks to Sinclair, the $3.47 billion sale of its interest in the YES Network to an investor group including the Yankees and Sinclair, Endemol Shine’s acquisition by Banijay Group and the sale of FoxNext Games to Scopely;
  • Johnson & Johnson in its $3.4 billion acquisition of Auris Health, the $2.8 billion sale of its Advanced Sterilization Products business to Fortive, the $2.1 billion sale of its LifeScan business to Platinum Equity, its $30 billion acquisition of Actelion, the $1.045 billion sale of its Codman Neurosurgery business to Integra LifeSciences, its $4.325 billion acquisition of Abbott Medical Optics and its acquisition of Novira Therapeutics;
  • US Foods in its $500 million convertible preferred equity investment from KKR, its $970 million acquisition of Smart Foodservice and its $1.8 billion acquisition of SGA Food Group;
  • Dentsu Aegis in its acquisition of Merkle;
  • New Media in its $1.4 billion acquisition of Gannett;
  • Technicolor in the $475 million sale of its Patent Licensing business and the sale of its Research & Innovation activity to InterDigital;
  • CommScope in its $1 billion investment from The Carlyle Group as part of CommScope’s $7.4 billion acquisition of ARRIS;
  • Novartis in its $2.1 billion acquisition of Endocyte;
  • Lindsay Goldberg in its $360 million acquisition of the Specialty Papers Business Unit of Glatfelter;
  • AveXis in its $8.7 billion acquisition by Novartis;
  • Northrop Grumman in its $9.2 billion acquisition of Orbital ATK;
  • Banco Santander in the $528 million sale of TotalBank by Banco Popular Español to Banco de Crédito e Inversiones;
  • Brookfield Asset Management in its $1.3 billion acquisition of TerraForm Global and its $3.8 billion acquisition of a controlling stake in TerraForm Power;
  • H.J. Heinz Company in its $60 billion merger with Kraft Foods Group to create The Kraft Heinz Company;
  • Alere in its $8 billion sale to Abbott Laboratories;
  • Starwood Hotels in its $13.3 billion sale to Marriott International;
  • Cameron International in its $15 billion sale to Schlumberger and in the creation of the OneSubsea joint venture with Schlumberger;
  • Eurazeo in its majority investment in WorldStrides;
  • Biogen in its $1.25 billion settlement and license agreement with Forward Pharma;
  • Time Warner in the spin‑offs of Time Inc. and Time Warner Cable;
  • UTi Worldwide in its $1.35 billion sale to DSV;
  • NCR in its strategic partnership with Blackstone, including an $820 million equity investment in NCR by Blackstone;
  • Jones Group in its $2.2 billion sale to Sycamore Partners;
  • Grupo Villar Mir and its subsidiary Grupo FerroAtlántica in its combination with Globe Specialty Metals;
  • The Cutrale Group and the Safra Group in their $1.3 billion acquisition of Chiquita, which followed a successful proxy solicitation by Cutrale‑Safra against the Chiquita‑Fyffes business combination transaction entered into in March 2014;
  • BDT Capital Partners in connection with the ERISA aspects of structuring BDT Capital Partners Fund II and its related parallel funds and the $5.2 billion fundraising of capital commitments from over 100 investors;
  • Ashland in its $3.2 billion acquisition of International Specialty Products;
  • Cincinnati Bell its $525 million acquisition of CyrusOne;
  • IBM in numerous transactions, including the acquisitions of Kenexa, Tealeaf, Worklight and Cúram; and
  • Universal Health Services in its $500 million acquisition of Ascend Health.

Mr. Katz has been recognized for his work in the employee benefits and executive compensation area by The Legal 500 US and Super Lawyers. In 2019, he was named a “Rising Star” by Law360, recognizing him as one of five outstanding benefits lawyers in the nation under the age of 40.

Mr. Katz was born in Philadelphia, Pennsylvania. He received a B.S. from Cornell University in 2003, a J.D. summa cum laude from Cardozo School of Law in 2007, where he was Notes Editor of the Law Review, and an LL.M. from New York University School of Law in 2013.

Mr. Katz joined Cravath in 2007 and was elected a partner in 2015.

Mr. Katz is admitted only in New York.

+1 (212) 474-1538
+1 (212) 474-3700