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News & Insights

Corteva’s Planned Separation into Two Public Companies

October 01, 2025

On October 1, 2025, global agricultural technology leader Corteva announced that its Board of Directors has unanimously approved a plan to separate the company into two independent, publicly traded companies, one comprising its current Crop Protection business (“New Corteva”) and the other comprising its current Seed business (“SpinCo”). 2025 net sales attributable to New Corteva are estimated to total $7.8 billion, representing 44% of net sales for Corteva; 2025 net sales attributable to SpinCo are estimated to total $9.9 billion, representing 56% of net sales for Corteva. The separation is expected to be effected through a spin‑off of SpinCo that is intended to qualify as a tax‑free transaction for U.S. federal tax purposes to Corteva shareholders. Cravath is representing Corteva in connection with the transaction.

The Cravath team is led by partners Thomas E. Dunn and Matthew L. Ploszek on M&A matters and includes associates Connor F. O’Neill, Penina Su and Patrick Madden on M&A matters; partners J. Leonard Teti II and Andrew T. Davis and associates Tristan Baylor and Chloe Amarilla on tax matters; partners Nicholas A. Dorsey and Kelly M. Smercina and associates Cierra Coury and E. Liza Park on capital markets matters; partners Paul H. Zumbro and Evan A. Hill and associate Grace Mooney on financial restructuring and reorganization matters; partners Michael L. Arnold and Kimberley S. Drexler and associate Melvin Medina on public company reporting matters; and partner Eric W. Hilfers, of counsel Sarah W. Colangelo and associate S. Celine Li on executive compensation and benefits matters.

Related Practices & Industries

  • Corporate
  • Mergers and Acquisitions
  • Tax
  • Capital Markets
  • Financial Restructuring and Reorganization
  • Corporate Governance and Board Advisory
  • Executive Compensation and Benefits
  • Industrials and Chemicals

People

Photo
Name
Thomas E. Dunn
Title
Corporate
Title
Partner
Email
tdunn@cravath.com
Phone
+1-212-474-1108
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    Education

    • J.D., 1992, Duke Law School
      summa cum laude
    • B.A., 1987, The College of William & Mary

    Admitted In

    • New York
    Photo
    Name
    Matthew L. Ploszek
    Title
    Corporate
    Title
    Partner
    Email
    mploszek@cravath.com
    Phone
    +1-212-474-1744
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      Education

      • J.D., 2014, University of Pennsylvania Law School
        cum laude
      • M.B.A., 2014, The Wharton School of the University of Pennsylvania
        Graduation with Honors
      • B.A., 2007, University of Notre Dame
        Phi Beta Kappa, summa cum laude

      Admitted In

      • New York
      Photo
      Name
      J. Leonard Teti II
      Title
      Tax
      Title
      Partner
      Email
      lteti@cravath.com
      Phone
      +1-212-474-1896
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        Education

        • J.D., 2005, University of Virginia School of Law
          Order of the Coif
        • A.B., 1999, Princeton University
          with Honors

        Admitted In

        • New York
        Photo
        Name
        Andrew T. Davis
        Title
        Tax
        Title
        Partner
        Email
        adavis@cravath.com
        Phone
        +1-212-474-1272
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          Education

          • LL.M., 2020, New York University School of Law
          • J.D., 2014, Stanford Law School
          • A.B., 2010, Princeton University

          Admitted In

          • New York
          Photo
          Name
          Nicholas A. Dorsey
          Title
          Corporate
          Title
          Partner
          Email
          ndorsey@cravath.com
          Phone
          +1-212-474-1764
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            Education

            • J.D., 2009, Cornell Law School
              Order of the Coif, summa cum laude
            • M.Acc., 2006, Case Western Reserve University
              summa cum laude
            • B.S., 2006, Case Western Reserve University
              summa cum laude

            Admitted In

            • New York
            Photo
            Name
            Kelly M. Smercina
            Title
            Corporate
            Title
            Partner
            Email
            ksmercina@cravath.com
            Phone
            +1-212-474-1133
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              Education

              • J.D., 2014, University of Michigan Law School
                Order of the Coif, summa cum laude
              • B.A., 2011, University of Notre Dame
                Phi Beta Kappa, summa cum laude

              Admitted In

              • New York
              Photo
              Name
              Paul H. Zumbro
              Title
              Corporate
              Title
              Partner
              Email
              pzumbro@cravath.com
              Phone
              +1-212-474-1036
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                Education

                • J.D., 1997, Columbia Law School
                  Harlan Fiske Stone Scholar
                • B.A., 1992, Yale College
                  Distinction in Major, cum laude

                Admitted In

                • New York
                Photo
                Name
                Evan A. Hill
                Title
                Corporate
                Title
                Partner
                Email
                ehill@cravath.com
                Phone
                +1-212-474-1020
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                  Education

                  • J.D., 2011, Fordham University School of Law
                    cum laude
                  • B.S., 2008, University of Pittsburgh
                    magna cum laude

                  Admitted In

                  • New York
                  Photo
                  Name
                  Michael L. Arnold
                  Title
                  Corporate
                  Title
                  Partner
                  Email
                  marnold@cravath.com
                  Phone
                  +1-212-474-1664
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                    Education

                    • J.D., 2013, Columbia Law School
                      Harlan Fiske Stone Scholar
                    • B.A., 2010, University of Chicago
                      General Honors

                    Admitted In

                    • New York
                    Photo
                    Name
                    Kimberley S. Drexler
                    Title
                    Corporate
                    Title
                    Partner
                    Email
                    kdrexler@cravath.com
                    Phone
                    +1-212-474-1434
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                      Education

                      • J.D., 1997, Yale Law School
                        Coker Fellow
                      • B.A., 1993, University of Virginia
                        Highest Distinction, Echols Scholar, Phi Beta Kappa

                      Admitted In

                      • New York
                      Photo
                      Name
                      Eric W. Hilfers
                      Title
                      Executive Compensation and Benefits
                      Title
                      Partner
                      Email
                      ehilfers@cravath.com
                      Phone
                      +1-212-474-1352
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                        Education

                        • J.D., 1998, University of Chicago Law School
                          with Honors
                        • A.B., 1995, Princeton University

                        Admitted In

                        • New York
                        Photo
                        Name
                        Sarah W. Colangelo
                        Title
                        Executive Compensation and Benefits
                        Title
                        Of Counsel
                        Email
                        scolangelo@cravath.com
                        Phone
                        +1-212-474-1254
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                          Education

                          • J.D., 2014, Georgetown University Law Center
                            Order of the Coif, magna cum laude
                          • B.A., 2007, Duke University
                            Phi Beta Kappa, summa cum laude

                          Admitted In

                          • New York

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                          September 30, 2025

                          Future Standard’s Acquisition of Post Road Group’s Digital Infrastructure Platform

                          On September 30, 2025, Future Standard, a global alternative asset manager, announced it has entered into an agreement to acquire the Digital Infrastructure platform of Post Road Group, an alternative investment advisory firm. The platform specializes in credit and structured equity investments across digital infrastructure assets, including data centers, fiber networks and cloud connectivity. Cravath is representing Future Standard in connection with the transaction.

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                          September 22, 2025

                          Jefferies and SMBC Group’s Significant Expansion of Global Strategic Alliance

                          On September 19, 2025, Jefferies Financial Group, Inc. (“Jefferies”) and Sumitomo Mitsui Financial Group, Inc., Sumitomo Mitsui Banking Corporation and SMBC Nikko Securities Inc. (collectively, “SMBC Group”) announced they are significantly expanding their Global Strategic Alliance. This will include a joint venture to combine their Japanese equities and ECM businesses. As part of this expansion, SMBC intends to increase its equity ownership in Jefferies to up to 20% in the open market. Cravath is representing Jefferies in connection with the transactions.

                          Deals & Cases

                          September 22, 2025

                          Premier’s $2.6 Billion Acquisition by Patient Square

                          On September 22, 2025, Premier, Inc. (“Premier”), a leading technology‑driven health care improvement company, announced that it has entered into a definitive agreement to be acquired by an affiliate of Patient Square Capital (“Patient Square”) in a transaction valued at $2.6 billion. Under the terms of the agreement, which has been unanimously approved by Premier’s Board of Directors, Premier stockholders will receive $28.25 in cash per share. Cravath is representing the Transaction Committee of Premier’s Board of Directors in connection with the transaction.

                          Deals & Cases

                          August 29, 2025

                          PepsiCo’s Strategic Partnership with Celsius Holdings

                          On August 29, 2025, PepsiCo, Inc. (“PepsiCo”) and Celsius Holdings, Inc. (“Celsius Holdings”) announced an agreement to strengthen their long-term strategic partnership. As part of the agreement, (i) Celsius Holdings’ Alani Nu brand will move to the PepsiCo distribution system in the U.S. and Canada, (ii) PepsiCo has acquired $585 million in newly issued convertible 5% preferred stock while extending its existing preferred stock to the same conversion period and (iii) Celsius Holdings has acquired the Rockstar Energy brand in the U.S. and Canada from PepsiCo. PepsiCo will continue to own the Rockstar brand internationally. Celsius Holdings will become the strategic energy lead in the U.S., managing the Celsius, Alani Nu and Rockstar Energy brands, while PepsiCo will lead distribution for the Celsius Holdings portfolio in the U.S. and Canada. Cravath is representing PepsiCo in connection with the transaction.

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