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Industry Overview

Industrial and Chemicals

Throughout its history, Cravath has played a prominent role in advising and guiding America’s greatest industrial and chemical companies. From its representation of Charles Goodyear in the 1850s to advising Burlington Northern Santa Fe Corporation in its acquisition by Berkshire Hathaway, the Firm has maintained its place at the forefront of representing clients in the aerospace and defense, automotive, construction, manufacturing and machinery, railway, shipping and other industrial sectors. Cravath also has extensive experience representing companies in virtually all areas of the chemicals industry, including the manufacture, distribution and sale of specialty, diversified and commodity chemicals and industrial gases.

Recent Cravath industrial clients have included Archer Daniels Midland Company, Beazer Homes USA, Burlington Northern Santa Fe, Cisneros, CSX, Cummins, Metroflor, Pentair, Spirit AeroSystems, Stanley Black & Decker, the special committee of the board of directors of CNH Global, Parker Hannifin, Weyerhaeuser and XPO Logistics. Clients in the chemicals industry have included Air Products and Chemicals, Arch Chemicals, Ashland, Ciba Specialty Chemicals, Cytec Industries, DuPont, INEOS, International Flavors & Fragrances, Linde, J.M. Huber, Olin and Terra Industries.

The Firm’s lawyers have advised industrial and chemicals industry clients in a broad array of domestic and international corporate matters, including mergers and acquisitions, capital markets, banking and credit, financial restructuring and reorganization, corporate governance and executive compensation and benefits. Cravath’s litigators are trusted advisors that routinely work with these clients on antitrust, intellectual property, commercial disputes, unfair competition, securities, class action, arbitration and other litigation matters. In all cases, our lawyers are supported where necessary by the Firm’s preeminent environmental group.

Cravath has represented clients in a number of recent, high‑profile transactions in the industrial and chemicals industries. Some industrial matters with which we have been involved include Burlington Northern Santa Fe Corporation’s $44 billion acquisition by Berkshire Hathaway; The Stanley Works’ merger with The Black & Decker Corporation to create $8.4 billion global industrial leader Stanley Black & Decker; HeidelbergCement’s £8 billion acquisition of Hanson PLC; MAN Aktiengesellschaft’s €9.6 billion tender offer for Scania Aktiebolag; E.ON’s $75 billion offer to acquire Endesa; Pentair’s $10 billion “reverse Morris Trust” merger with Tyco’s Flow Control business; Nalco’s $8 billion merger with Ecolab; Weyerhaeuser’s $23 billion merger with Plum Creek Timber; Parker Hannifin’s $3.675 billion acquisition of LORD; Archer Daniels Midland Company’s proposed A$3.4 billion acquisition of GrainCorp; and the special committee of the independent directors of CNH Global N.V. as U.S. counsel in connection with a proposed merger with Fiat Industrial. Representations of clients in the chemical sector include the Haas Trusts in connection with Rohm and Haas’s $15.5 billion acquisition by Dow Chemical; Terra Industries in the $4.1 billion unsolicited bid by CF Industries; Ciba Holding on the U.S. aspects of its CHF$5.6 billion acquisition by BASF; INEOS Group in the formation of a joint venture with The Carlyle Group; Ashland in its $3.2 billion acquisition of International Specialty Products; Arch Chemicals in its $1.4 billion sale to Lonza Group; and Olin in its buyout of the Sunbelt joint venture from PolyOne, the acquisitions of K.A. Steel Chemicals and Pioneer Companies and the sale of its metals business to KPS Capital Partners.

Cravath’s recent litigation representations in the industrial and chemicals industries include: DuPont in antitrust price‑fixing class action lawsuits; Rock‑Tenn Company in a multibillion‑dollar claim arising from proxy statement disclosures regarding its $3.5 billion acquisition of Smurfit‑Stone Container Corporation; INEOS in an action for misappropriation of trade secrets and breach of contract; Spirit AeroSystems in various contract disputes; and Linde in shareholder litigation regarding its $4.6  billion acquisition of Lincare Holdings.