Tax

On March 2, 2026, Select Medical Holdings Corporation (“Select Medical”) announced that it has entered into a definitive agreement pursuant to which an entity affiliated with a consortium led by Robert A. Ortenzio, Executive Chairman, Co-Founder and Director of Select Medical, Martin F. Jackson, Senior Executive Vice President of Strategic Finance and Operations of Select Medical, and Welsh, Carson, Anderson & Stowe (“WCAS” and, together with Mr. Ortenzio and Mr. Jackson, the “Consortium”) will acquire all of the outstanding shares of common stock of Select Medical not already owned by the Consortium for a price per share of $16.50 in cash, representing an enterprise value of $3.9 billion, on the terms and subject to the conditions set forth in the merger agreement. Cravath is representing the buyer consortium in connection with the transaction.

On February 27, 2026, Paramount Skydance Corporation (“Paramount”) and Warner Bros. Discovery, Inc. ("WBD") announced they have entered into a definitive merger agreement under which Paramount will acquire WBD. Under the terms of the agreement, Paramount will pay $31.00 per share in cash for all outstanding shares of WBD. The transaction values WBD at an enterprise value of $110 billion, and has been unanimously approved by the Boards of Directors of both companies. Cravath is representing Paramount in connection with the transaction.

Cravath represented The Walt Disney Company in connection with its $4 billion registered notes offering. The Walt Disney Company is a diversified worldwide entertainment company. The transaction closed on February 12, 2026.

On February 24, 2026, ADT, a leading provider of security, interactive and smart home solutions serving residential and small business customers in the U.S., announced it has acquired Origin Wireless, Inc. (“Origin”), bringing Origin’s AI sensing platform and related intellectual property into the ADT ecosystem. The purchase price for the transaction was $170 million in cash, subject to customary purchase price adjustments. Cravath is representing ADT in connection with the transaction.

On February 17, 2026, Tenax Aerospace Acquisition, LLC (“Tenax”) and Air Industries Group (“Air”) jointly announced that they have entered into an Agreement and Plan of Merger to combine Tenax’s special mission aviation business with Air’s precision aerospace manufacturing business. At the time of the merger, Air will issue shares of its common stock to holders of Tenax membership units. After the closing, Tenax shareholders are expected to own approximately 95% of Air’s outstanding shares while existing Air shareholders are expected to own approximately 5%, and the combined company expects to remain listed on the NYSE American under the symbol AIRI. Cravath is representing Tenax in connection with the transaction.

On February 13, 2026, Cravath published the latest edition of its Quarterly Review, which provides insight into practical points, key takeaways and relevant developments across the M&A, activism, tax, regulatory and corporate governance landscape. This edition covers:

Cravath partners G.J. Ligelis Jr., Christopher K. Fargo, Alyssa K. Caples and Margaret T. Segall co‑authored the U.S. Law & Practice chapter of the Chambers Investing In… 2026 guide, which was published in January 2026. The guide, which is part of the publisher’s Global Practice Guide series, examines country‑specific legal issues that arise from foreign direct investment (“FDI”) and cross‑border transactions in the more than 30 jurisdictions covered. The U.S. Law & Practice chapter surveys the legal system and regulatory framework for FDI in the country, analyzing the economic climate as well as considerations related to mergers and acquisitions, corporate governance, capital markets, antitrust, national security, tax, employment and intellectual property.

On February 6, 2026, Lawdragon named Cravath partners William V. Fogg and Lauren Angelilli to its annual list of Lawdragon Legends, which this year recognizes 22 lawyers nationwide who have been repeatedly featured among Lawdragon’s list of the “500 Leading Lawyers in America.” The list recognizes the lawyers who “contribute to their firm, the profession and to life in meaningful and dimensional ways.”

Cravath released the Winter 2026 issue of its Alumni Journal, which highlights the Firm’s global alumni community. This issue features the career journey of Susan Jong, the Head of Corporate Legal and Corporate Secretary at Amazon, as well as a recent conversation with Jason Dymbort, the Executive Vice President, General Counsel and Secretary at First Solar, Inc. This edition also spotlights several alumni who have gone on to work in venture capital, or at start-ups and other companies navigating territory that comes with new technologies and market dynamics, and includes photos from the Firm’s October 2025 Alumni Reception held at the American Museum of Natural History in Manhattan. 

On January 26, 2026, Cravath partner J. Leonard Teti II participated in the International Bar Association Tax Committee’s 15th Annual London Finance and Capital Markets Tax Conference, which was held from January 26‑27. Len was featured in a roundtable discussion entitled “Taxes After the 2024 Storm – Is There a Way Back? The Global Impact of One Big, Beautiful Bill,” during which panelists examined the future of Pillar 1, Pillar 2 and digital services taxes, Sections 891, 896 and 899 retaliatory taxation dynamics, EU state aid rules, ATAD Directives, transfer pricing and joint tax audits on U.S. groups. The discussion also addressed taxing U.S. multinationals from the perspectives of jurisdictions disappointed by the final BEPS 2.0 outcome and the re‑emergence of tax competition across jurisdictions.