Stephen L. Gordon

Partner at Cravath, Swaine & Moore LLP

Stephen L. Gordon

Stephen L. Gordon

Partner at Cravath, Swaine & Moore LLP

Biography

Stephen L. Gordon is a partner at Cravath and serves as the Head of the Tax Department. He advises clients on the tax aspects of mergers and acquisitions and other major transactions, including spin-offs, international restructurings and corporate joint ventures. Mr. Gordon also works with clients on issues related to corporate finance and domestic and international taxation.

Mr. Gordon’s recent transactions include representing:

* Cholula in its pending acquisition by L Catterton;

* AXA in its $15.3 billion acquisition of XL Group;

* Disney in its pending $85 billion acquisition of 21st Century Fox;

* Northrop Grumman in its $9.2 billion acquisition of Orbital ATK;

* White Mountains Insurance in the $1.7 billion sale of OneBeacon Insurance to Intact Financial, its $250 million investment in Kudu Investment Management, its $2.2 billion sale of Sirius International Insurance and the $1 billion sale of its Esurance and Answer Financial businesses to Allstate;

* Stanley Black & Decker in its investment in MTD Products, its acquisition of the Craftsman brand from Sears Holdings and in its $1.95 billion acquisition of the Tools business of Newell Brands;

* Ashland in its $660 million acquisition of Pharmachem, the tax-free separation of its Valvoline business, the $1.8 billion sale of Ashland Water Technologies, its $3.2 billion acquisition of International Specialty Products, the $980 million sale of its global distribution business and the Morris Trust merger of its interest in Marathon Ashland Petroleum with Marathon;

* Anheuser-Busch InBev in its $123 billion acquisition of SABMiller and the $12 billion sale of SABMiller’s U.S. and global Miller branded businesses to Molson Coors;

* H.J. Heinz and 3G Capital in Heinz’s $60 billion merger with Kraft Foods Group to form The Kraft Heinz Company;

* Time Warner in its spin-offs of Time Inc., AOL and Time Warner Cable, and its split-off of the Atlanta Braves;

* Mylan in its $9.9 billion acquisition of Meda, its proposal to acquire Perrigo in a transaction valued at approximately $35 billion and its $5.6 billion inversion acquisition of certain non-U.S. businesses from Abbott Laboratories;

* Shire in its $32 billion combination with Baxalta;

* Cameron International in its $15 billion sale to Schlumberger and in the creation of the OneSubsea joint venture with Schlumberger;

* BDT Capital Partners in its majority investment in Alliance Laundry Systems;

* Cigna in its proposed $54.2 billion merger with Anthem;

* Avon in its £140 million sale of Liz Earle to Walgreens Boots Alliance;

* Welch Allyn in its $2.05 billion sale to Hill-Rom;

* Barnes & Noble in its spin-off of Barnes & Noble Education, the parent of Barnes & Noble College, its strategic investments and related commercial agreements by Microsoft and Pearson in NOOK Media and the PIPE investment made by Liberty Media;

* LexisNexis Risk Solutions, a division of RELX Group (formerly Reed Elsevier), in its acquisition of Health Market Science;

* Casa Cuervo in an asset swap with Diageo in which Casa Cuervo exchanged full ownership and control of Don Julio Tequila plus $408 million of cash for The Old Bushmills Distillery and the Bushmills Irish Whiskey brand;

* The transaction committee of the board of directors of Norwegian Cruise Line in the $3.025 billion acquisition of Prestige Cruises International by Norwegian;

* Alliant Techsystems in the spin-off of its Sporting Group to its shareholders and the merger of its Aerospace and Defense Groups with Orbital Sciences Corporation through a tax-free Morris Trust merger of equals;

* AerCap in its $7.6 billion acquisition of International Lease Finance Corporation from American International Group;

* Bristol-Myers Squibb in its $4.1 billion disposition of its diabetes business to AstraZeneca;

* Toll Brothers in its $1.6 billion acquisition of the home building business of Shapell Industries;

* Saint-Gobain in the sale of its U.S. glass packaging business to Ardagh Glass for approximately $1.7 billion;

* Delta Air Lines in its acquisition of 49% of Virgin Atlantic from Singapore Airlines and in Delta’s related trans-Atlantic joint venture with Virgin;

* The special committee of the board of directors of CNH Global in the merger of Fiat Industrial and CNH Global into CNH Industrial;

* DreamWorks in its formation as a live-action and animation studio, the IPO of DreamWorks Animation and the acquisition of Classic Media by DreamWorks Animation;

* Kraft Foods in the $26.8 billion spin-off of its North American grocery business, the $3.7 billion sale of its frozen pizza business to Nestlé USA and the $1.7 billion Reverse Morris Trust transfer of its Post Cereals business to Ralcorp;

* Pentair in its $10 billion Reverse Morris Trust merger with Tyco Flow;

* Novartis in its $470 million acquisition of Genoptix; and

* Qualcomm in its $3.1 billion acquisition of Atheros.

Mr. Gordon has been repeatedly cited as one of the country’s leading tax practitioners by, among others, Chambers USA: America’s Leading Lawyers for Business from 2007 through 2018; Chambers Global: The World’s Leading Lawyers for Business from 2008 through 2018; The Legal 500 from 2007 through 2018; The Best Lawyers in America from 2007 through 2019; and Who’s Who Legal: Corporate Tax from 2007 through 2014. Clients quoted in Chambers USA 2016 report Mr. Gordon to be “as good as it gets, incredibly smart” with “tremendous, impeccable business judgment.” In 2017, Mr. Gordon was named to The Legal 500 Hall of Fame in the International Tax and U.S. Taxes: Non-contentious categories. He was chosen by corporate counsel as one of the BTI Client Service All-Stars in 2012 for his exceptional commitment to understanding his clients’ legal and business objectives, recognizing client goals and providing innovative and effective solutions tailored specifically to the client’s desired outcome.

Mr. Gordon was born in Syracuse, New York. He received an A.B. cum laude from Cornell University in 1978 and a J.D. cum laude from Harvard Law School in 1981, where he was an Editor of the Harvard Law Review. He joined Cravath in 1981 and became a partner in 1987. Mr. Gordon has served as the Firm’s Hiring Partner and Managing Partner of Administration.

Mr. Gordon is a frequent speaker at national and international tax conferences, including those sponsored by PLI, ALI-ABA, the Tax Executives Institute and the International Fiscal Association, and is a member of the Tax Forum and the tax section of the New York State Bar Association.

Mr. Gordon may be reached by phone at +1-212-474-1704 or by email at gordon@cravath.com.

Mr. Gordon is admitted only in New York.

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Partner at Cravath, Swaine & Moore LLP

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Partner at Cravath, Swaine & Moore LLP

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Partner at Cravath, Swaine & Moore LLP

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Partner at Cravath, Swaine & Moore LLP

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Partner at Cravath, Swaine & Moore LLP

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Stephen L. Gordon
Partner at Cravath, Swaine & Moore LLP
Education
JD, cum laude
Class of 1981

Harvard Law School offers an energetic and creative learning environment, a diverse and dedicated faculty—whose expertise spans a broad array of legal subjects—and a student body that comes from every state in the U.S. and more than 70 countries around the world. Approximately 1,900 students attend HLS each year: 1,680 J.D. students, 160 LL.M. students, and 50 S.J.D. candidates. The faculty includes more than 100 full-time professors and more than 150 visiting professors, lecturers on law, and instructors. The curriculum features more than 260 courses and seminars that cover a broad range of traditional and emerging legal fields. A Harvard Law education prepares students for success in law practice, business, public service, teaching, and more. Most HLS students are pursuing a J.D. (Juris Doctor) degree, while many others are earning an LL.M. (Master of Laws) or the S.J.D. (Doctor of Juridical Science). Harvard Law School also offers many joint degree programs, coordinated programs, and concurrent degree opportunities with other schools within Harvard University. The Law School community is also home to numerous research programs and engaging publications, including books, scholarly periodicals, newsletters, and a weekly student newspaper.

AB, cum laude
Class of 1978

Cornell is a privately endowed research university and a partner of the State University of New York. As the federal land-grant institution in New York State, they have a responsibility—unique within the Ivy League—to make contributions in all fields of knowledge in a manner that prioritizes public engagement to help improve the quality of life in our state, the nation, the world.

Memberships
Member, Tax Section
Current

American Bar Association provides legal services. It provides law school accreditation, continuing legal education, legal information and other services to assist legal professionals. The firm has members which include judges, court administrators, law professors, and non-practicing attorneys. The company was founded on August 21, 1878 and is headquartered in Chicago, IL.

Member of the Tax Forum
Current

The New York State Bar Association (NYSBA) is a voluntary bar association for the state of New York. NYSBA was founded in 1877 with the stated goal to cultivate the science of jurisprudence; to promote reform in the law; to facilitate the administration of justice, and to elevate the standards of integrity, honor, professional skill, and courtesy in the legal profession. Its first President was David B. Hill. Among the reforms in the legislation signed into law creating the association was the removal of the restrictions on the admission of women to the practice of law. In 1896, NYSBA proposed the first global means for settling disputes among nations, what is now called the Permanent Court of Arbitration in The Hague.

Editor
Prior

The Harvard Law Review is a student-run organization whose primary purpose is to publish a journal of legal scholarship. The Review comes out monthly from November through June and has roughly 2000 pages per volume. The organization is formally independent of the Harvard Law School. Student editors make all editorial and organizational decisions and, together with a professional business staff of three, carry out day-to-day operations.

Career History
Partner
1981 - Current

Cravath, Swaine & Moore provides legal services in various industries such as: broadcasting, media and entertainment, consumer products, energy, financial institutions, healthcare, industrial and chemicals, professional services, real estate, retail, technology, telecommunications, and transportation. The company was founded in 1819 and is headquartered in New York, NY.

Political Donations
$2,400
2010
$2,000
2007

Former Senator from New York

Transactions
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Hasbro, Inc. purchases Entertainment One Ltd.

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CBS Corp. purchases Viacom, Inc.

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Synthomer Plc purchases OMNOVA Solutions, Inc.

Awards & Honors
2013
Best Lawyers - Best Lawyers in America, Tax Law
2012
BTI Consulting Group - Client Service All-Stars
2012
Best Lawyers - Best Lawyers in America, Tax Law
Other Affiliations

Stephen L. Gordon is affiliated with Cravath, Swaine & Moore LLP

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