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š§ How cheese tanked a $46 billion merger

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If you take just one thing from this email...
The (failed) merger between Kraft and Heinz is a warning that bigger isnāt always better.
The two food companies merged in 2015, but itās not been successful. Thatās because they stopped innovating, ignored changing consumer tastes, and the two companies didnāt work well together.
The lesson? Mergers donāt always go well ā if theyāre done wrong, they can quickly destroy billions in value.
Lawyers play a big role when companies break up. They draft separation agreements, divide intellectual property, and make sure both companies can operate smoothly after the split.

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FEATURED REPORT š°
š§ How cheese tanked a $46 billion merger

Whatās going on here?
Kraft Heinz, the company behind the ketchup (and the other things below) plans to split into two companies: one for fast-growing sauces and another for food products like Mac & Cheese and frozen meals.

All the Kraft Heinz brands
Why is Kraft Heinz considering a breakup?
š The merger destroyed value: In 2015, Kraft and Heinz merged to create a food giant ā the deal was valued at $46 billion.
But things went badly.
The two company cultures clashed ā Kraft had a more traditional, brandāfocused culture, while Heinz pushed aggressive costācutting and strict budgets. This made it harder to innovate and move quickly.
As a result, the company had six straight quarters of declining sales.
The companyās now lost over 60% of its worth.
š§ Customers want different food now: Kraft Heinz built its business on selling processed foods like Mac & Cheese and Oscar Mayer hot dogs. But consumers want healthier, fresher food now.

Natural cheese sales rose 3.6 times over 50 years. Processed cheese sales stayed flat. This shows in their results. Cheese and dairy dropped from 21% of their revenue in 2016 to just 14% in 2023.
š Previous fixes didn't work: Kraft Heinz has tried to fix its problems in a few ways, but none worked.
It sold off smaller, lower-margin brands (like its Italian baby food brand) to focus on its ācore strengths.ā But these sales were too small to tackle the bigger problems the business faced.
Innovation stalled as the company kept cutting costs, leaving it with few fresh ideas while rivals grabbed the growing market for healthier, premium foods.
Kraft Heinzās proud history of supplying processed cheese to soldiers and school lunches became a liability as those customers also moved towards lessāprocessed products.
Why is a breakup the answer?
š£ Shareholders are demanding action: Big shareholders want change. Berkshire Hathaway (Warren Buffettās holding company) owns 27% of Kraft Heinz. Buffett admitted he "overpaid" for the original deal. Plus, in May, Berkshire even left the board of the company (this signals pressure for a major change).
š Different parts perform differently: The sauce business is growing. Products like Heinz ketchup and Grey Poupon are doing well. But the grocery business is shrinking. Products like Mac & Cheese and frozen meals are struggling. Keeping them together holds back the good parts of the business from thriving.
š°ļø Splitting could create more value: Breaking up might unlock hidden value. The sauce business could grow faster on its own. Then, the grocery business would be able to better focus on its own specific problems. Analysts think the grocery part alone could be worth $20 billion.
Is this part of a wider trend in the food industry?
Yes ā Kraft Heinzās breakup is part of a bigger shift in the packaged food sector. As consumers move towards fresher, healthier products, big companies are ditching underperforming, processed brands to focus on fewer, stronger ones.
Others, like Kelloggās and Mondelez, have already spun off slower-growth units or sold non-core brands to stay competitive.
Del Monte, the canned goods company, went bankrupt under similar pressures.

With rising costs, changing tastes, and smaller rivals taking market share, the whole food industry is changing its strategy.
How can you use this in your applications?
If you reach an assessment centre, youāll often be given a case study to work on. These case studies are usually based on a mergers and acquisitions (M&A) scenario.
At that stage, most candidates focus only on the benefits of merging, like:
bigger market share,
economies of scale,
growth, etc.
But Kraft Heinz is a perfect example of the risks of merging ā and if you talk about these, youāll really stand out.
Thatās because, spotting and explaining these risks makes your answer much stronger and more realistic.
So, when youāre dealing with an M&A scenario, think: "What risks should I highlight to a client considering a merger?"
This table could help you out:
Risk | What it means | Example from Kraft Heinz |
---|---|---|
Overestimated benefits | Savings or āsynergiesā often donāt materialise, or are offset by inefficiency | The merger was meant to create a more valuable business, but destroyed $14 billion in value |
Cultural clashes | Different styles and values lead to friction, bad decisions, and staff leaving | Kraft and Heinz never aligned culturally. Kraft had a more traditional, brandāfocused culture, while Heinz pushed aggressive costācutting and strict budgets. This made it harder to innovate and move quickly. |
Legal & regulatory hurdles | Big mergers face need sign-off from competition regulators. Plus shareholder approvals can sometimes delay or block deals | As lawyers, you would have to be aware of these risks to make sure your clientās informed |
Shareholder pressure | Investors can force a breakup if results disappoint | Berkshire left the board to pressured management |
Bigger isnāt always better | Scale can make a company slow and unresponsive | Kraft Heinz became too big to adapt to changing consumer tastes (unlike its smaller competitors) |
š The role of lawyers when companies break up: Lawyers help untangle everything so both businesses can stand on their own.
They negotiate and draft the separation agreement, which decides who gets what ā like brands, factories, debts etc.
They also deal with issues like dividing up trademarks and intellectual property, ensuring both businesses can keep using their names and products without disputes.
On top of that, they set up transition arrangements ā like shared services or licensing deals ā so both sides can keep running while the split takes effect. These decisions shape the future of both companies and requires strong legal and business judgement.

IN OTHER NEWS š
š« Ferrero, the maker of Nutella, is buying WK Kellogg (the cereal maker) for $3.1 billion. Last year, Kellogg Co. split into two companies: the snack business became Kellanova, and the cereal business became WK Kellogg. Ferrero wants to grow beyond chocolate and grab more of the US food market. Itās a tough moment though, as shoppers pick healthier and cheaper cereals (plus, cocoa prices have been rising). Still, Ferrero seems to think itāll be a sweet bet. Davis Polk advised Ferrero, while Kirkland & Ellis advised WK Kellogg.
š Bitcoin shot past $118,000 on Friday ā a record high. The reason is that investors are betting on upcoming tax and regulatory changes to bring crypto mainstream (this weekās been labeled āCrypto Weekā in the US). Investors put $1.2 billion into spot bitcoin ETFs on Thursday. These are funds that actually buy and hold bitcoin, so when people buy shares in the ETF, the fund buys more bitcoin. Basically, money flowing into these funds pushed up demand for bitcoin itself. This price change shows how government support boosts prices of cryptocurrencies.
š¢ Covington & Burling is moving to a four-day in-office week, including in its London office. Lawyers now come in Monday to Thursday and can work from home on Fridays. They also get up to two weeks of remote work in August, as long as they stay available. This follows other US firms like Skadden and Ropes & Gray, which want more office time to build culture, mentor juniors, and justify expensive offices. Reactions are mixed ā some lawyers value flexibility, while others say being present helps learning and client service.

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STUFF THAT MIGHT HELP YOU š
š¹ļø Free application help: If you're applying to commercial law firms, check out my YouTube channel for actionable tips and an insight into the lifestyle of a commercial lawyer in London.
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