Tax

On January 13, 2025, Johnson & Johnson and Intra‑Cellular Therapies, Inc. announced that they have entered into a definitive agreement under which Johnson & Johnson will acquire all outstanding shares of Intra‑Cellular Therapies, a biopharmaceutical company focused on the development and commercialization of therapeutics for central nervous system (CNS) disorders, for $132 per share in cash for a total equity value of approximately $14.6 billion. Cravath is representing Johnson & Johnson in connection with the transaction.

On January 6, 2025, The Walt Disney Company (“Disney”) and FuboTV Inc. (“Fubo) announced that they have entered into a definitive agreement for Disney to combine its Hulu + Live TV business with Fubo, forming a combined virtual MVPD company of which Disney will become the majority owner.

On December 20, 2024, Bendix Commercial Vehicle Systems LLC (“Bendix”), a North American subsidiary of Knorr-Bremse, announced the company finalized the sale of its wholly owned subsidiary, R.H. Sheppard Co., Inc. (“R.H. Sheppard”), to an affiliate of Balmoral Funds LLC (“Balmoral”), a Los Angeles-based private equity firm. The transaction encompasses the entire Sheppard business, including Sheppard’s branded products, production equipment, sales and service companies, and interests in joint ventures relating to sales and production. Cravath is representing Bendix in connection with the transaction.

On December 20, 2024, Cable One, Inc. (“Cable One”) announced that it has entered into definitive agreements to amend its strategic partnership with Mega Broadband Investments (“MBI”). The strategic partnership provides Cable One with a path for a potential acquisition of all the MBI equity it does not already own pursuant to put option and call option arrangements between Cable One and the other MBI equity holders. The purchase price payable by Cable One upon any exercise of the put option or call option will be determined based on MBI’s future performance and other factors. The transaction is valued at approximately $1.5 billion to $1.7 billion, inclusive of upfront payments made by Cable One and initial estimates of option exercise closing payments and related debt assumption, based on an assumed October 1, 2026 option exercise closing. Cable One is a leading broadband communications provider serving more than 1 million residential and business customers across 24 states. MBI is a leading provider of broadband services across the Southeast, Northwest and Mid‑South United States and offers an extensive range of broadband, fiber connectivity, cable television and voice services for commercial and residential customers. Cravath is representing Cable One in connection with this transaction.

Cravath represented the underwriters, as U.S. counsel, in connection with the approximately C$313.6 million Rule 144A/Reg. S initial public offering of subordinate voting shares of Groupe Dynamite, Inc., a fashion house that operates retail stores and e‑commerce platforms under two complementary and spirited banners: Garage and Dynamite. The shares were listed on the Toronto Stock Exchange. The transaction closed on November 26, 2024.

On January 10, 2025, Lawdragon announced the inclusion of 33 Cravath partners across the Corporate, Litigation and Tax Departments in its annual list of the “500 Leading Lawyers in America.” The list recognizes “the 500 lawyers whose recent cases, deals and other contributions captured the most important legal matters of the prior year.”

On October 28, 2024, at the Lawyers Alliance for New York’s 2024 Cornerstone Awards, which were held at Paramount Global’s offices in New York to recognize “superior pro bono service to nonprofit organizations,” Cravath partner Ron Creamer was honored as a member of the organization’s “25 Year Circle” for his longstanding commitment among its “repeated and continuing volunteers” for pro bono service. Ron received the inaugural Cornerstone Award in 1997.

On December 18, 2024, Cravath prepared a memo for its clients entitled “IRS and Treasury Publish Final Regulations for Section 48 Investment Tax Credits.” The memo examines the U.S. Department of the Treasury and the Internal Revenue Service’s recently published final regulations regarding the energy credit available under Section 48 of the Internal Revenue Code.

Tara Rhoades is the founder of The Sanity Plea, where she serves as a coach, strategist, speaker and educator for lawyers, law firms, students and other professionals. In this episode of On Tax, she and Cravath partner and host Len Teti talk about how Tara’s passion for mentorship guided her through several career transitions. They also discuss Tara’s time as an associate in Cravath’s Tax Department and the lessons that helped shape both her law and coaching practices.

On December 12, 2024, Cravath partner Andrew T. Davis 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 December 11-13 in Los Angeles, California.