Michael Cardella advises U.S. and international clients, both private and public, on a range of U.S. income tax matters, including the tax aspects of mergers and acquisitions, divestitures, joint ventures and other tax-efficient transactions. He also regularly advises on the tax aspects of financings and capital markets transactions.
Mr. Cardella has significant experience advising clients in connection with tax-efficient spin-offs, as well as mergers and acquisitions prior to or following spin-off transactions.
Representative matters include:
- DuPont de Nemours, Inc. (f/k/a DowDuPont Inc.) and E. I. du Pont de Nemours and Company in multiple transactions, including: the $130 billion merger-of-equals with The Dow Chemical Company and the $42 billion spin-off of the resulting Materials Science Division, now named Dow Inc., as well as the $21.6 billion spin-off of its Agricultural Division (now Corteva, Inc.); the $1.6 billion sale of a portion of its crop protection business to FMC Corporation and the acquisition of substantially all of FMC’s health and nutrition business; the $45.4 billion merger of its Nutrition and Biosciences business with International Flavors & Fragrances in a reverse Morris trust transaction; its $2.3 billion acquisition of Laird Performance Materials from Advent International Corporation; the $11 billion divestiture of a majority of its Mobility & Materials segment to Celanese Corporation; the $725 million sale of its trichlorosilane business and its stake in the Hemlock Semiconductor joint venture to Hemlock Semiconductor Operations, LLC; and the acquisition of Rogers Corporation for $5.2 billion;
- Worldpay, Inc. (f/k/a Vantiv, Inc.) in its $43 billion merger with Fidelity National Information Services, Inc. and its prior $10 billion acquisition of Worldpay Group plc;
- Red Hat, Inc. in its $34 billion acquisition by International Business Machines Corporation;
- Rockwell Collins Inc. in its $30 billion acquisition by United Technologies Corporation and its earlier $6.4 billion acquisition of B/E Aerospace Inc.;
- GCI Liberty, Inc. in its $8.7 billion acquisition by Liberty Broadband Corporation;
- Liberty Expedia Holdings, Inc. in its acquisition by Expedia Group, Inc.;
- Liberty Interactive Corporation in its acquisition and tax-free split-off of General Communication, Inc.;
- funds advised by Apax Partners in the acquisitions of: CyberGrants from Waud Capital Partners L.L.C.; EveryAction from Insight Ventures; Social Solutions from Vista Equity Partners to form a social good software platform; and the combined company’s subsequent acquisition of Network for Good, Inc.;
- HPS Investment Partners in its $1.2 billion acquisition of Spectrum Automotive; investments in Authentic Brands Group at an enterprise value of $12.7 billion; and $300 million acquisition of Marlin Business Services Corp.; and
- Spotify Technology S.A. in its acquisitions of Chartable, Inc., Betty Labs Inc., In Defense of Growth Incorporated (doing business as Podsights), Podz Inc. and Findaway World, LLC.
- LL.M., New York University School of Law, 2019
- J.D., Harvard Law School, 2012 (cum laude)
- A.B., Princeton University, 2009 (with honors)
- New York
- District of Columbia