Tax

On March 10, 2026, Elsevier, a global leader in advanced information and decision support and part of RELX, announced it has entered into a definitive agreement to acquire Mytonomy, a leader in video-based patient engagement solutions that will complement Elsevier’s Clinical Solutions portfolio. Cravath is representing RELX in connection with the transaction.

On March 9, 2026, Universal Health Services, Inc. (“UHS”) announced that it has entered into a definitive agreement to acquire Talkspace, Inc. (“Talkspace”) for $5.25 per share. The enterprise value for the transaction is approximately $835 million. Cravath is representing Talkspace in connection with the transaction.

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.

Chris Fargo is a partner in the Tax Department at Cravath. In the Season 11 premiere of On Tax, he and fellow Cravath partner and host Len Teti talk about how an unexpectedly interesting tax class in law school led Chris to his current role at the Firm and the challenging and exciting client work he’s been involved in ever since. Chris also discusses how his lawyering skillset has evolved over time and shares advice for young lawyers transitioning from law school to practice.

On March 16, 2026, Cravath prepared a memo for its clients entitled “IRS Interim Guidance on FEOC Rules: Compliance with the Material Assistance Restrictions.” The memo discusses Notice 2026‑15 issued by the Department of the Treasury and the Internal Revenue Service on February 12, 2026, in connection with the foreign entity of concern (“FEOC”) rules that were expanded under the One Big Beautiful Bill Act (the “OBBBA”). The FEOC rules apply to taxpayers claiming tax credits under Sections 45Y, 48E and 45X of the Internal Revenue Code. The notice primarily provides interim guidance regarding the “material assistance” restrictions under the OBBBA, including the calculation methodologies for determining compliance and availability of certain interim safe harbors for certain technologies.

On March 10, 2026, the Harvard Law School Forum on Corporate Governance published Cravath’s latest quarterly newsletter on M&A, activism and corporate governance. The newsletter provides insight into practical points, key takeaways and relevant developments across the M&A, activism, tax, regulatory and corporate governance landscape during the fourth quarter of 2025. Contributors to this edition include partners G.J. Ligelis Jr., Evan A. Hill, Andrew M. Wark, Bethany A. Pfalzgraf and Edward O. Minturn.

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.