Tax

On November 13, 2024, Just Eat Takeaway.com N.V. (“Just Eat Takeaway.com”), one of the world’s leading global online food delivery companies, announced that it has entered into a definitive agreement to sell Grubhub Inc. (“Grubhub”) to Wonder Group, Inc. (“Wonder”) for an enterprise value of $650 million. Grubhub will be transferred with its $500 million of senior notes. Cravath is representing Just Eat Takeaway.com in connection with the transaction.

On November 4, 2024, DRI Healthcare Trust (“the Trust”), a global leader in providing financing to advance innovation in the life sciences industry, announced it has acquired a royalty interest in the worldwide net sales of all formulations of sebetralstat, an investigational oral plasma kallikrein inhibitor for the treatment of Hereditary Angioedema, from KalVista Pharmaceuticals ("KalVista") for an aggregate purchase price of up to $179 million, comprised of a $100 million upfront payment, up to $57 million in a sales-based milestone payment and a one-time $22 million optional payment. Additionally, the Trust is making a $5 million investment in KalVista’s common stock in a private placement transaction. Cravath is representing DRI Healthcare Trust in connection with the transaction.

On October 29, 2024, Neuberger Berman Capital Solutions and funds managed by Neuberger Berman Private Markets (together, “Neuberger Berman”) and Mariner, a national financial services firm, announced that Neuberger Berman has made a significant minority growth investment in Mariner. Cravath is representing Neuberger Berman in connection with the transaction.

On October 25, 2024, Legal & General (“L&G”), one of the U.K.’s leading financial services groups and a major global investor, announced its strategic investment in Taurus Investment Holdings, LLC (“Taurus”), a Boston‑based, global real estate private equity firm, alongside an initial commitment of up to $200 million in seed capital to multifamily real estate. Cravath is representing L&G in connection with the transaction.

On October 21, 2024, Neuberger Berman Private Markets (“Neuberger Berman”), EQT and Canada Pension Plan Investment Board ("CPP Investments"), together with global institutional investors, announced the signing of definitive share purchase agreements in Nord Anglia Education, a leading international schools organization ("Nord Anglia”), for an enterprise value of $14.5 billion. Existing owners EQT and CPP Investments will remain shareholders in Nord Anglia through a new fund investment and reinvestment, respectively, while Neuberger Berman will become a new strategic partner. Cravath is representing Neuberger Berman in connection with the transaction.

Ariel Greenblum is the Editor in Chief of Tax Notes Federal, a weekly journal published by Tax Analysts that features stories and commentary on federal taxation. In this episode of On Tax, Ariel and Cravath partner and host Len Teti branch out into the world of tax journalism, exploring how an early interest in economics and tax law shaped Ariel’s path from law student to editor. Ariel also shares what she sees as the hallmarks of a successful editorial process and reflects on the differences between accuracy and clarity in legal writing.

On November 5, 2024, Cravath published the latest edition of its Quarterly Review, which examines the Q3 2024 M&A, activism, tax and corporate governance landscape. The Review provides an overview of activity in those areas, highlights notable cases in the M&A space, shares trends in activism activity and notes key developments in corporate governance over the third quarter of 2024. This edition also examines the expanded information requirements under the new Hart-Scott-Rodino rules, proposed regulations for the corporate alternative minimum tax and findings from CFIUS’s Annual Report.

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 2024,” a program presented by the Practising Law Institute from October 30 to November 1 in New York.

On October 31, 2024, Cravath partner Arvind Ravichandran participated in “What Loper Bright and Moore Mean for Tax,” a virtual event hosted by the Tax Law Center at NYU School of Law and the American Tax Policy Institute. The event convened law professors, practicing tax lawyers and former assistant treasury secretaries for tax policy to discuss the impact that two Supreme Court decisions will have on the tax system, including the powers of Treasury, IRS authority and future tax lawmaking and administration.

On October 30, 2024, Cravath partner Ron Creamer delivered an address at Yale Law School in New Haven, Connecticut as part of the Marvin A. Chirelstein Colloquium on Contemporary Issues in Law and Business. The Colloquium, hosted by the Yale Law School Center for the Study of Corporate Law, invites preeminent corporate practitioners, members of the business and investment communities, judges and regulators to discuss current issues and emerging trends in their fields. Ron’s address was entitled “‘Tax Loopholes’: A Theoretical and Practical Exploration.”