Tax

On December 21, 2025, Clearwater Analytics (“CWAN”) announced that it has entered into a definitive agreement to be acquired in a transaction valued at approximately $8.4 billion by a Permira and Warburg Pincus‑led Investor Group (the “Investor Group”), with participation from Temasek. The Investor Group has key support from Francisco Partners. The Special Committee of the CWAN Board of Directors unanimously recommended this transaction and the CWAN Board of Directors subsequently approved this transaction. Under the terms of the agreement, CWAN stockholders will receive $24.55 per share in cash upon completion of the proposed transaction. Cravath is representing the Special Committee of the CWAN Board of Directors in connection with the transaction.

On December 8, 2025, Paramount, a Skydance Corporation (“Paramount”), announced it has commenced an all-cash tender offer to acquire all of the outstanding shares of Warner Bros. Discovery, Inc. (“WBD”) for $30.00 per share in cash, equating to an enterprise value of $108.4 billion. Paramount’s proposed transaction is for the entirety of WBD, including the Global Networks segment. Cravath is representing Paramount in connection with the transaction.

On December 6, 2025, Viatris Inc. (“Viatris”), a global healthcare company, announced it has entered into definitive agreements with Biocon Limited (“Biocon”) for the sale of Viatris’s equity stake in Biocon Biologics Limited. Under the definitive agreements, Biocon will acquire all of Viatris’s convertible preferred equity in Biocon Biologics Limited for a total consideration of $815 million, consisting of $400 million in cash and $415 million in newly issued equity shares of Biocon. Cravath is representing Viatris in connection with the transaction.

On November 25, 2025, Robinhood Markets, Inc. (“Robinhood”) announced it is extending its prediction markets offering through a new joint venture and partnership with Susquehanna International Group (“Susquehanna”) to operate a CFTC-licensed exchange and clearinghouse. Robinhood will serve as the controlling partner. The independent joint venture will serve Futures Commission Merchant platforms with futures and derivative products, including prediction markets. The venture will accelerate delivery of its services by acquiring MIAXdx, a CFTC-licensed Designated Contract Market, Derivatives Clearing Organization and Swap Execution Facility, and wholly-owned subsidiary of Miami International Holdings, Inc. (“MIAX”). MIAX will remain invested through a strategic 10% equity stake in the exchange. Cravath is representing Robinhood in connection with the transaction.

On November 18, 2025, Axalta Coating Systems Ltd. (“Axalta”) and Akzo Nobel N.V. announced that they have entered into a definitive agreement to combine in an all‑stock merger of equals, creating a premier global coatings company with an enterprise value of approximately $25 billion. Cravath is representing Axalta in connection with the transaction.

Josh Gordon is the Treasurer and Senior Vice President of Tax at Kyndryl. In this “Where Are They Now?” episode of On Tax, Josh returns to talk with Cravath partner and host Len Teti about Josh’s career since he last appeared on the show as the Vice President, Finance - Controller for IBM Americas in Season 1 (listen to that episode here). They also reflect on the value of staying open to unexpected opportunities and discuss how the synergy between certain business functions often has leaders in tax wearing multiple hats.

Danielle Rolfes is the Partner in Charge of the KPMG Washington National Tax practice. In this episode of On Tax, she and Cravath partner and host Len Teti talk about Danielle’s upbringing, her early career choices and what she considers an unusual path to leadership in the world of tax in front of an audience of students and members of the D.C. community at Georgetown University Law Center for the show’s first live recording. They also discuss what Danielle most enjoys about working in a national tax practice, and the different paths available to young tax lawyers just beginning their careers.

Jack Bernstein is the Senior Tax Partner at the law firm Aird & Berlis in Toronto, Canada. In this episode of On Tax, he and Cravath partner and host Len Teti discuss how Jack built his international tax practice, and the essential role relationship building has played throughout his career. They also share advice for young tax associates just starting out and reflect on the ways in which writing articles, attending conferences and joining law organizations helps legal professionals both hone their craft and establish themselves in the market.

On October 28, 2025, Cravath prepared a memo for its clients entitled “Back to the Future: IRS and Treasury Reinstate pre‑2024 Guidelines for Spin‑Off Private Letter Rulings.” The memo examines the Internal Revenue Service’s recently released Rev. Proc. 2025‑30, which provides updated guidelines for taxpayers requesting private letter rulings from the IRS for tax‑free spin‑off and split‑off transactions under Section 355. Rev. Proc. 2025‑30 supersedes Rev. Proc. 2024‑24 and withdraws Notice 2024‑38 (together the “2024 Guidance”).

Cravath of counsel Kiran Sheffrin and retired partner Michael L. Schler participated in “Tax Strategies for Corporate Acquisitions, Dispositions, Spin‑Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2025,” a program presented by the Practising Law Institute from October 22‑24 in New York. Kiran spoke on a panel entitled “Selected Seller and Buyer Issues, Including Negotiating and Drafting Tax Provisions in Acquisition Agreements,” which explored tax issues that should be addressed in acquisition agreements, including identifying key risk allocation issues and negotiating and drafting provisions recommending the appropriate tax insurance, including representation and warranty insurance. Mike spoke on a panel entitled “Consolidated Return Planning and Strategies,” which reviewed current issues in applying the consolidated return regulations, including those arising from statutory uncertainties, recent regulatory and administrative guidance and informal guidance issued by the IRS.