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Stephen L. Gordon

Partner, Tax

Stephen L. Gordon is a partner at Cravath and serves as the Head of the Tax Department. His practice focuses on advising clients on the tax aspects of mergers and acquisitions and other major transactions, including spin‑offs, international restructurings and corporate joint ventures. Mr. Gordon also works with clients on issues related to corporate finance and domestic and international taxation.

Mr. Gordon’s recent transactions include representing:

  • Stanley Black & Decker in its acquisition of the Craftsman brand from Sears Holdings and in its $1.95 billion acquisition of the Tools business of Newell Brands;
  • Ashland in the tax‑free separation of its Valvoline  business, in the $1.8 billion sale of Ashland Water Technologies to a fund managed by Clayton, Dubilier & Rice, in its $3.2 billion acquisition of International Specialty Products, in its $980 million sale of its global distribution business to TPG Capital and in the Morris Trust merger of its interest in Marathon Ashland Petroleum with Marathon;
  • KION Group in its $2.1 billion acquisition of Dematic from funds managed by AEA Investors and Ontario Teachers’ Pension Plan;
  • Honeywell in the spin‑off of its Resins and Chemicals business into a new independent public company, AdvanSix, and its $90 billion proposal to acquire United Technologies;
  • Anheuser‑Busch InBev in its $123 billion acquisition of SABMiller and the $12 billion sale of SABMiller’s U.S. and global Miller branded businesses to Molson Coors;
  • Mylan in its $9.9 billion acquisition of Meda, 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;
  • Shire in its $32 billion combination with Baxalta;
  • Cameron International in its $15 billion sale to Schlumberger and in the creation of the OneSubsea joint venture with Schlumberger;
  • BDT Capital Partners in its majority investment in Alliance Laundry Systems;
  • White Mountains Insurance in its $2.2 billion sale of Sirius International Insurance to China Minsheng Investment and in the $1 billion sale of its Esurance and Answer Financial businesses to Allstate;
  • Cigna in its pending $54.2 billion merger with Anthem;
  • Avon in its £140 million sale of Liz Earle to Walgreens Boots Alliance;
  • Welch Allyn in its $2.05 billion sale to Hill‑Rom;
  • H.J. Heinz and 3G Capital in Heinz’s $60 billion merger with Kraft Foods Group to form The Kraft Heinz Company;
  • Barnes & Noble in its spin‑off of Barnes & Noble Education, the parent of Barnes & Noble College, in its strategic investments and related commercial agreements by Microsoft and Pearson in NOOK Media and in the PIPE investment made by Liberty Media;
  • LexisNexis Risk Solutions, a division of RELX Group (formerly Reed Elsevier), in its acquisition of Health Market Science;
  • Casa Cuervo in an asset swap with Diageo in which Casa Cuervo acquired The Old Bushmills Distillery, including the Bushmills Irish Whiskey brand, and Diageo acquired full ownership and control of Don Julio Tequila plus cash in the amount of $408 million;
  • The transaction committee of the board of directors of Norwegian Cruise Line in the $3.025 billion acquisition of Prestige Cruises International by Norwegian;
  • Alliant Techsystems in the spin‑off of its Sporting Group to its shareholders and the merger of its Aerospace and Defense Groups with Orbital Sciences Corporation through a tax‑free Morris Trust merger of equals;
  • AerCap in its $7.6 billion acquisition of International Lease Finance Corporation from American International Group;
  • Bristol‑Myers Squibb in its $4.1 billion disposition of its diabetes business to AstraZeneca;
  • Toll Brothers in its $1.6 billion acquisition of the home building business of Shapell Industries;
  • Archer‑Daniels‑Midland in its recent $3.5 billion bid for GrainCorp;
  • Time Warner in its spin‑offs of Time, AOL and Time Warner Cable, and its split‑off of the Atlanta Braves;
  • Saint‑Gobain in the sale of its U.S. glass packaging business to Ardagh Glass for approximately $1.7 billion;
  • Delta Air Lines in its acquisition of 49% of Virgin Atlantic from Singapore Airlines and in Delta’s related trans‑Atlantic joint venture with Virgin;
  • The special committee of the board of directors of CNH Global in the merger of Fiat Industrial and CNH Global with and into CNH Industrial;
  • DreamWorks in its formation as a live‑action and animation studio, the IPO of DreamWorks Animation and DreamWorks Animation in its acquisition of Classic Media;
  • Kraft Foods in the $26.8 billion spin‑off of its North American grocery business, the $3.7 billion sale of its frozen pizza business to Nestlé USA and in the $1.7 billion sale of its Post Cereals business to Ralcorp;
  • Pentair in its $10 billion Reverse Morris Trust merger with Tyco Flow;
  • Novartis in its $470 million acquisition of Genoptix; and
  • Qualcomm in its $3.1 billion acquisition of Atheros.

Mr. Gordon has been repeatedly cited as one of the country’s leading tax practitioners by, among others, Chambers USA: America’s Leading Lawyers for Business from 2007 through 2016; Chambers Global: The World’s Leading Lawyers for Business from 2008 through 2017; The Legal 500 from 2007 through 2016; The Best Lawyers in America from 2007 through 2017; and Who’s Who Legal: Corporate Tax from 2007 through 2014. In addition, Cravath’s tax practice received the publication’s highest ranking for its ability to handle “any matter thrown at them with poise and flair.” In 2012, Mr. Gordon was chosen by corporate counsel as one of the BTI Client Service All‑Stars for his exceptional commitment to understanding his clients’ legal and business objectives, recognizing client goals and providing innovative and effective solutions tailored specifically to the client’s desired outcome.

Mr. Gordon was born in Syracuse, New York. He received an A.B. cum laude from Cornell University in 1978 and a J.D. cum laude from Harvard Law School in 1981, where he was an Editor of the Harvard Law Review. He joined Cravath in 1981 and became a partner in 1987. Mr. Gordon has served as the Firm’s Hiring Partner and Managing Partner of Administration.

Mr. Gordon is a frequent speaker at national and international tax conferences, including those sponsored by PLI, ALI‑ABA, the Tax Executives Institute and the International Fiscal Association, and is a member of the Tax Forum and the tax sections of the New York State Bar Association and the American Bar Association.

Mr. Gordon may be reached by phone at +1‑212‑474‑1704 or by email at

+1 (212) 474-1704
+1 (212) 474-3700