Tax

Cravath represented QUALCOMM Incorporated in connection with its $1.5 billion registered notes offering. QUALCOMM Incorporated is a global technology leader, helping to bring intelligent computing everywhere through the development and commercialization of foundational technologies. The transaction closed on May 21, 2025.

On June 4, 2025, Flowserve Corporation (“Flowserve”) and Chart Industries, Inc. (“Chart”) announced that they have entered into a definitive agreement to combine in an all-stock merger of equals, creating a differentiated leader in industrial process technologies. The combined company is expected to have an enterprise value of approximately $19 billion based on the exchange ratio and the closing share prices for Flowserve and Chart as of June 3, 2025. Under the agreement, which has been unanimously approved by the board of directors of each company, at the closing of the transaction Chart shareholders will receive 3.165 shares of Flowserve common stock for each share of Chart common stock owned. Following the close of the transaction, Flowserve shareholders will own approximately 46.5% and Chart shareholders will own approximately 53.5% of the combined company, on a fully diluted basis. Cravath is representing Flowserve in connection with the transaction.

On May 25, 2025, WiseTech Global, developer of leading logistics execution software CargoWise, announced it has entered into a binding agreement to acquire E2open Parent Holdings, Inc. (“e2open”), a U.S.‑based leading provider of SaaS solutions in the global logistics value chain, for $3.30 per share in cash equating to an enterprise value of $2.1 billion. Cravath is representing WiseTech Global in connection with the transaction.

On May 9, 2025, TaskUs, Inc. (“TaskUs”), a leading provider of outsourced digital services and next‑generation customer experience to companies, announced it has entered into a definitive agreement to become a privately held company. Under the terms of the agreement, an affiliate of Blackstone, TaskUs Co‑Founder and Chief Executive Officer Bryce Maddock and TaskUs Co‑Founder and President Jaspar Weir (collectively the “Buyer Group”) will acquire 100% of the outstanding shares of Class A common stock they do not already own for $16.50 per share in an all-cash transaction. Upon completion of the transaction, the Company’s Class A common stock will no longer be listed on any public market. The TaskUs Board of Directors has approved the transaction upon the unanimous recommendation of a special committee of independent directors (the “Special Committee”), which was formed on March 20, 2025, in response to interest expressed by the Buyer Group in exploring a possible transaction. Cravath is representing the Special Committee in connection with the transaction.

On May 7, 2025, Costamare Inc. (“Costamare”) announced that it has completed the spin‑off of its dry bulk business into a standalone public company, Costamare Bulkers Holdings Limited (“Costamare Bulkers”). Each holder of Costamare common shares received one common share of Costamare Bulkers for every five Costamare common shares held as of the close of business on April 29, 2025. Cravath represented Costamare in connection with the transaction.

The 2025 edition of Chambers USA ranked Cravath in the top tier nationally in seven areas: Antitrust; Capital Markets (Investment Grade Debt – Issuer Counsel); Capital Markets (Investment Grade Debt – Manager Counsel); Corporate/M&A (The Elite); Securities (Litigation); Securities (Regulation – Advisory); and Tax (Corporate & Finance). In New York, the Firm was ranked in the top tier in eight areas: Antitrust; Bankruptcy/Restructuring (Highly Regarded); Corporate/M&A (The Elite); Environment (Mainly Transactional); Litigation (General Commercial: The Elite); Litigation (Securities); Media & Entertainment (Corporate); and Tax. Fifty‑four Cravath lawyers were ranked across 23 practice categories.

On June 5, 2025, Cravath partner Andrew T. Davis participated in the 2025 Texas Federal Tax Institute, which was held from June 4‑6 in San Antonio, Texas. The event brought together leading corporate, partnership and real estate tax professionals from across the United States to discuss cutting‑edge issues facing tax practitioners. Andrew spoke on a panel entitled “Buying and Selling S Corps,” which reviewed the tax considerations involved in acquiring and selling S corporations for both buyers and sellers, including assuring a buyer step up, minimizing concerns over a busted S election and maximizing capital gain to the seller.

On May 23, 2025, Cravath prepared a memo for its clients entitled “House Passes One Big Beautiful Bill: Implications for Clean Energy Incentives.” The memo examines implications for certain clean energy incentives resulting from legislation known as the One Big Beautiful Bill, which was passed by the House of Representatives on May 22, 2025. The Bill will now be sent to the Senate and can be passed by a simple majority vote and sent to the president to be signed into law under the Senate’s “reconciliation rules”; however, the Senate is expected to propose further modifications to the clean energy-related provisions of the Bill.

Scott Kapusta is the Global Head of Tax at FactSet. In this episode of On Tax, Scott and Cravath partner and host Len Teti discuss how an early interest in economics led Scott to his current corporate tax practice, and how there are benefits to using the process of elimination when it comes to choosing a career path. They also reflect on lessons learned over the course of their long professional relationship, on both sides of the negotiating table, and share insights into what makes tax advisors excel in their roles.

On May 16, 2025, Cravath partners Ron Creamer, Lauren Angelilli, J. Leonard Teti II, Christopher K. Fargo, Andrew T. Davis and Arvind Ravichandran were named to Lawdragon’s inaugural list of “500 Leading Global Tax Lawyers” in recognition of their work advising clients on the “tax aspects of M&A and other complex transactions.” The list highlights “outstanding leaders” who “preserve the balance between tax responsibilities and fiscal soundness on a global scale.”