Tax

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.

On November 17, 2025, Johnson & Johnson announced it has entered into a definitive agreement to acquire Halda Therapeutics OpCo, Inc., a clinical‑stage biotechnology company with a proprietary Regulated Induced Proximity TArgeting Chimera (RIPTACTM) platform to develop oral, targeted therapies for multiple types of solid tumors, including prostate cancer, for $3.05 billion in cash. Cravath is representing Johnson & Johnson in connection with the transaction.

On December 11, 2025, Cravath partner Andrew T. Davis 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 December 10‑12 in Los Angeles. The program reviewed the tax issues presented by major corporate transactions, including single‑buyer acquisitions of a division or subsidiary, multi‑party joint ventures, cross‑border mergers and complex acquisitions of public companies with domestic and foreign operations. Andrew spoke on a panel entitled “Impact of the Corporate Alternative Minimum Tax (“CAMT”) on M&A Transactions,” which explored the CAMT rules and consequences for taxable and tax‑free acquisitions and dispositions, including spin‑offs, and reviewed the calculation of alternative minimum taxable income and other key issues addressed or unaddressed by IRS guidance.

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.