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Cravath Publishes Summer 2026 Issue of Alumni Journal

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News & Insights

IBM’s Acquisition of Transitive Corporation

December 09, 2008

On November 18, 2008, IBM announced that it will acquire Transitive Corporation, a privately held technology company headquartered in Los Gatos, California, with a research and development team in Manchester, United Kingdom. Transitive is a leader in cross-platform virtualization and a pioneer in developing technologies that allow applications written for one type of microprocessor and operating system to run on multiple platforms. Financial terms of the transaction are not being disclosed.

The lawyers involved in this acquisition are partner George F. Schoen and associates Joseph D. Zavaglia, Aaron Gruber and Elnaz Shahgoli on corporate matters; partner Andrew W. Needham and associates Vinay Shandal and Mark E. Dundon on tax matters; partner Eric W. Hilfers and associates Kerry Halpern-Skoglund and Jared R. Whalen on executive compensation and benefits matters; and associate Matthew Morreale on environmental matters.

Related Practices & Industries

  • Corporate
  • Mergers and Acquisitions
  • Tax
  • Executive Compensation and Benefits
  • Environmental
  • Technology

People

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
    Joseph D. Zavaglia
    Title
    Corporate
    Title
    Partner
    Email
    jzavaglia@cravath.com
    Phone
    +1-212-474-1724
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      Education

      • J.D., 2004, Brooklyn Law School
        Valedictorian, summa cum laude
      • B.B.A., 2001, College of Insurance
        cum laude

      Admitted In

      • New York
      Photo
      Name
      Aaron M. Gruber
      Title
      Corporate
      Title
      Partner
      Email
      agruber@cravath.com
      Phone
      +1-212-474-1456
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        Education

        • J.D., 2007, Stanford Law School
          Order of the Coif
        • M.Phil., 2004, University of Cambridge
          Gates Cambridge Scholar
        • B.S., 2003, Yale College
          summa cum laude

        Admitted In

        • New York
        Photo
        Name
        Andrew W. Needham
        Title
        Tax
        Title
        Retired Partner
        Email
        aneedham@cravath.com
        Phone
        +1-212-474-1999
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          Education

          • M.B.A., 1992, The Wharton School of the University of Pennsylvania
          • LL.M., 1990, Georgetown University Law Center
          • J.D., 1986, Georgetown University Law Center
          • B.A., 1982, University of Arizona College of Law
          Photo
          Name
          Matthew Morreale
          Title
          Corporate
          Title
          Retired Partner
          Email
          mmorreale@cravath.com
          Phone
          +1-212-474-1534
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            Education

            • J.D., 1997, Columbia Law School
              Harlan Fiske Stone Scholar
            • M.S., 1994, University of Pennsylvania
            • B.A., 1990, University of Pennsylvania
            • B.A.S., 1990, University of Pennsylvania

            Related News & Insights

            Deals & Cases

            November 05, 2026

            Liberty Media’s Acquisition of High‑Vote Series B Common Stock from John C. Malone‑Related Entities

            On November 5, 2026, Liberty Media Corporation (“Liberty Media”) announced that it has acquired all shares of Liberty Media’s high‑vote Series B common stock held by certain entities related to John C. Malone (the “Malone Holders”) in exchange for shares of Liberty Media’s low‑vote Series A common stock and shares of Liberty Media’s non‑voting Series C common stock. As a result of the transaction, the Malone Holders’ aggregate voting power in Liberty Media declined to approximately 3%, and no holder of Liberty Media common stock holds more than 9% of Liberty Media’s voting power, in each case, based on Liberty Media’s outstanding common stock as of October 30, 2026. The transaction was negotiated and approved by a special committee (the “Special Committee”) of Liberty Media’s board of directors consisting solely of disinterested and independent directors for purposes of Nevada law, advised by its own independent financial and legal advisors. Cravath is representing the Special Committee in connection with the transaction.

            Deals & Cases

            October 29, 2026

            ADT’s $15.3 Billion Acquisition by Thrive Holdings

            On October 29, 2026, ADT Inc. (“ADT”), a leading provider of security, interactive and smart home solutions serving residential and small business customers in the U.S., and Thrive Holdings, a permanent capital holding company focused on investing in established businesses and advancing their capabilities through technology, announced a definitive agreement under which Thrive Holdings will acquire ADT in an all‑cash transaction. The agreement values ADT at approximately $7.6 billion in equity value and $15.3 billion in enterprise value. Under the terms of the agreement, which ADT’s Board of Directors unanimously approved, ADT stockholders will receive $10.00 per share in cash upon completion. Following completion, ADT will become privately held and its common stock will cease trading on the New York Stock Exchange. Cravath is representing ADT in connection with the transaction.

            Deals & Cases

            August 31, 2026

            Aon’s $17 Billion Acquisition of USI

            On August 31, 2026, Aon, a leading global professional services firm, announced the signing of a definitive agreement to acquire USI, a leading provider of property & casualty, employee benefit, personal risk and retirement solutions for the middle market and the tenth largest U.S. insurance broker, from KKR and other shareholders for a total purchase price of $17 billion. Aon expects to fund the transaction, as well as related transaction expenses and other costs, with new debt raised across a range of maturities, subject to market conditions. The transaction has been unanimously approved by the Board of Directors of Aon and the Board of Directors of USI. Cravath is representing Aon in connection with the transaction.

            Deals & Cases

            March 31, 2026

            Biogen’s $5.6 Billion Acquisition of Apellis

            On March 31, 2026, Biogen Inc. and Apellis Pharmaceuticals, Inc. announced that the companies have entered into a definitive agreement under which Biogen has agreed to acquire all outstanding shares of Apellis for $41.00 per share in cash at closing, or approximately $5.6 billion. Apellis stockholders will also receive a nontransferable CVR for each Apellis share held, entitling the holder to receive two payments of $2 per share each, contingent on certain annual global net sales thresholds being met for SYFOVRE®. Cravath is representing Biogen in connection with the transaction.

            Cravath Bicentennial

            Celebrating 200 years of partnership. In 2019, we celebrated our bicentennial. Our history mirrors that of our nation. Integral to our story is our culture.

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