Tax

On November 3, 2025, Kenvue Inc. (“Kenvue”), a global consumer health leader, and Kimberly‑Clark Corporation (“Kimberly‑Clark”), a global personal care leader, announced an agreement under which Kimberly‑Clark will acquire all of the outstanding shares of Kenvue common stock in a cash and stock transaction that values Kenvue at an enterprise value of approximately $48.7 billion, based on the closing price of Kimberly‑Clark common stock on October 31, 2025. Under the terms of the agreement, which has been unanimously approved by each company’s Board of Directors, Kenvue shareholders will receive $3.50 per share in cash as well as 0.14625 Kimberly‑Clark shares for each Kenvue share held at closing. Upon closing of the transaction, current Kenvue shareholders are expected to own approximately 46% and current Kimberly‑Clark shareholders are expected to own approximately 54% of the combined company on a fully diluted basis. Cravath is representing Kenvue in connection with the transaction.

On October 28, 2025, Westinghouse Electric Company (“Westinghouse”), Brookfield Asset Management (“Brookfield”) and Cameco Corporation (“Cameco”) announced that the U.S. Government has entered into a strategic partnership to accelerate the deployment of nuclear power. At the center of the new strategic partnership, at least $80 billion of new reactors will be constructed across the United States using Westinghouse nuclear reactor technology. The partnership contains profit sharing mechanisms that provide for all parties, once certain thresholds are met, to participate in the long‑term financial and strategic value that will be created within Westinghouse by the growth of nuclear energy and advancement of investment into AI capabilities in the United States. Cravath is representing Westinghouse and Brookfield in connection with the strategic partnership.

Cravath represented Alliance Laundry Holdings Inc. in connection with its $950.29 million initial public offering of common stock. Alliance Laundry Holdings, an affiliate of BDT & MSD Partners, LLC, is the world’s largest designer and manufacturer of commercial laundry systems, serving a diverse range of global markets. The transaction closed on October 10, 2025.

On October 15, 2025, Lee Equity Partners, LLC (“Lee Equity”), an investment firm specializing in investments in the financial and healthcare services sectors, announced the closing of a $1.6 billion recapitalization of McLarens Global Limited (“McLarens”), a global independent provider of insurance services, to extend Lee Equity’s long‑term partnership with McLarens. Cravath represented members of McLarens’ senior executive team in connection with the transaction.

On October 17, 2025, Banco Sabadell announced that the public takeover bid launched by BBVA in May 2024 received support from only 25.47% of shareholders, and therefore lapsed as it failed to reach the minimum acceptance threshold required for completion. Banco Sabadell will continue as an independent bank. Cravath is representing Banco Sabadell as U.S. counsel in connection with this matter.

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.

In this episode of On Tax, Cravath partner and host Len Teti revisits memorable segments and stories from across the past nine seasons in the show’s very first Flashback Episode.

On October 17, 2025, Lawdragon announced the inclusion of 57 Cravath partners in its annual list of the “500 Leading Dealmakers in America.” The list, assembled based on research and vetting by peers, recognizes lawyers in the areas of M&A, capital markets, corporate governance, finance, private equity and tax who “shake the world with the deals they make happen” and are “among the most coveted lawyers in the world.”

Vlad Izversky is the Senior Vice President, Head of Global Tax and Treasury at Integral Ad Science. In this episode of On Tax, he and Cravath partner and host Len Teti discuss Vlad’s path from engineering school in the Soviet Union to studying accounting in the United States and the route he took from public accounting to his current in‑house role. They also reflect on the multidisciplinary skills that enable tax professionals to excel across functions and discuss how strong leaders in the field add value by building trust with stakeholders at all levels.