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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. He advises 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:

  • Hasbro in its pending $4 billion acquisition of Entertainment One;
  • The transaction committee of the board of directors of Viacom in Viacom’s pending $30 billion merger with CBS;
  • Mylan in its pending $50 billion combination with Upjohn, a division of Pfizer, 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 certain non-U.S. businesses from Abbott Laboratories;
  • Disney in its $85 billion acquisition of 21st Century Fox, the $10.6 billion sale of the Fox Regional Sports Networks to Sinclair and the $3.47 billion sale of its interest in the YES Network to an investor group including the Yankees and Sinclair;
  • Cholula in its acquisition by L Catterton;
  • AXA in its $15.3 billion acquisition of XL Group;
  • Northrop Grumman in its $9.2 billion acquisition of Orbital ATK;
  • White Mountains Insurance in the $1.7 billion sale of OneBeacon Insurance to Intact Financial, its $250 million investment in Kudu Investment Management, its $2.2 billion sale of Sirius International Insurance and the $1 billion sale of its Esurance and Answer Financial businesses to Allstate;
  • Stanley Black & Decker in its investment in MTD Products, 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 its $660 million acquisition of Pharmachem, the tax‑free separation of its Valvoline business, the $1.8 billion sale of Ashland Water Technologies, its $3.2 billion acquisition of International Specialty Products, the $980 million sale of its global distribution business and the Morris Trust merger of its interest in Marathon Ashland Petroleum with Marathon;
  • 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;
  • H.J. Heinz and 3G Capital in Heinz’s $60 billion merger with Kraft Foods Group to form The Kraft Heinz Company;
  • Time Warner in its spin‑offs of Time Inc., AOL and Time Warner Cable, and its split‑off of the Atlanta Braves;
  • 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;
  • Cigna in its proposed $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;
  • Barnes & Noble in its spin‑off of Barnes & Noble Education, the parent of Barnes & Noble College, its strategic investments and related commercial agreements by Microsoft and Pearson in NOOK Media and 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 exchanged full ownership and control of Don Julio Tequila plus $408 million of cash for The Old Bushmills Distillery and the Bushmills Irish Whiskey brand;
  • 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;
  • 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; and 
  • The special committee of the board of directors of CNH Global in the merger of Fiat Industrial and CNH Global into CNH Industrial;

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 2019; Chambers Global: The World’s Leading Lawyers for Business from 2008 through 2019; The Legal 500 from 2007 through 2019; The Best Lawyers in America from 2007 through 2020; and Who’s Who Legal: Corporate Tax from 2007 through 2014. Clients quoted in Chambers USA 2016 report Mr. Gordon to be “as good as it gets, incredibly smart” with “tremendous, impeccable business judgment.” From 2017 through 2019, Mr. Gordon was named to The Legal 500 Hall of Fame in the International Tax and U.S. Taxes: Non‑contentious categories. He was chosen by corporate counsel as one of the BTI Client Service All‑Stars in 2012 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 section of the New York State Bar Association.

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

Mr. Gordon is admitted only in New York.

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