Mergers & Acquisitions Taxation


“Their work is consistently superior, and delivered on time. They are precise, succinct and proactive.” – Chambers USA

Our tax lawyers are known for their innovative tax-free and tax-efficient M&A structures, which have been employed in the largest and most complex domestic and international public and private mergers and acquisitions, spin-offs, reverse morris trusts (RMTs), inversions, divestitures and joint ventures, both in conjunction with our corporate attorneys and as special tax counsel. We also routinely handle acquisition debt and equity offerings as well as more unique financing arrangements.

  • Procter & Gamble in its $11.5 billion split-off and tax-free merger of its Specialty Beauty business with Coty in a Reverse Morris Trust transaction; its $56 billion acquisition of Gillette; its $3 billion tax-free exchange of its Duracell business for P&G shares held by Berkshire Hathaway; its $3 billion tax-free distribution and immediate acquisition of its Folgers Coffee business by the J.M. Smucker Company in a Reverse Morris Trust transaction; its proposed $2.5 billion tax-free distribution and acquisition of its Pringles business by Diamond Foods in a Reverse Morris Trust transaction; and its $3.5 billion sale of its Pringles business to Kellogg.
  • Pfizer in its $68 billion acquisition of Wyeth; its $63.5 billion acquisition of Pharmacia; its $3.6 billion acquisition of King Pharmaceuticals; its $114.5 billion hostile takeover of Warner-Lambert; its $1.9 billion acquisition of Vicuron Pharmaceuticals; its $155 million acquisition of Embrex; its $16.6 billion sale of its consumer healthcare business to Johnson & Johnson; and its $2.4 billion sale of its Capsugel business to Kohlberg Kravis Roberts.
  • Pershing Square Tontine Holdings in its $4 billion agreement to acquire 10% of the outstanding ordinary shares of Universal Music Group from Vivendi.
  • Forbes Media in its proposed $630 million business combination with Magnum Opus Acquisition and related $200 million strategic investment from Binance.
  • one in its $2.1 billion business combination transaction with Markforged.
  • Salix in its $15.6 billion acquisition by Valeant and previously in its terminated combination with Cosmo Technologies, a subsidiary of Cosmo Pharmaceuticals, to form Salix Pharmaceuticals, plc.
  • The Medicines Company in the $792 million sale of three of its marketed cardiovascular products and related assets to Chiesi Farmaceutici and in the sale of its infectious disease business to Melinta Therapeutics for $270 million and royalty payments on net sales of the pharmaceutical products sold to Melinta in the transaction.
  • Corindus Vascular Robotics in its $1.1 billion acquisition by Siemens Healthineers.
  • AngioDynamics in its acquisitions of the BioSentry assets of Surgical Specialties and of RadiaDyne, Navilyst Medical, Microsulis Medical, Vortex Medical and Clinical Devices, and in the sale of its NAMIC® fluid management portfolio to Medline Industries.
  • Cybereason in its acquisition of empow and in securing $275 million in crossover financing in an investment round led by Liberty Strategic Capital.
  • Inteva Products in the $800 million sale of its roof systems design and assembly business to CIE Automotive.
  • Towers Watson in its acquisitions of Acclaris, Extend Health and Liazon and in the sale of its reinsurance brokerage business to JLT.
  • Portico in its sale to Cowen.
  • Monocle Acquisition Corporation in its merger with AerSale.
  • Genpact in its acquisitions of Barkawi, OnSource and TandemSeven.
  • Sompo in its acquisition of the operating subsidiaries of Lexon Surety Group.
  • CVC Capital on its proposed acquisition of Barclays’ iShares unit.
  • Élan in its $8.6 billion acquisition by Perrigo and in its tax-free distribution of its stock of Prothena.
  • JPMorgan as financial advisor to the Special Committee of the Board of Directors of Dell in its $24.9 billion acquisition by Michael Dell and Silver Lake Partners.
  • Quest Software Chairman and CEO Vincent Smith in the $2.4 billion sale of Quest Software to Dell.
  • Vertis in connection with its section 363 sale to Quad/Graphics.


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2 Attorneys

Blakemore, Adam Partner London
T. +44 (0) 20 7170 8697
Swartz, Linda Z. Partner New York
T. +1 212 504 6062