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Scott A. Barshay

Partner, Corporate

Scott Barshay serves as the Head of Cravath’s Corporate Department. Mr. Barshay’s practice focuses on advising public companies, boards of directors and special committees in connection with mergers and acquisitions and other significant corporate matters, including consensual and hostile transactions, leveraged buyouts, takeover defense and proxy contests. He regularly counsels corporations and their directors on corporate governance and fiduciary duty matters.

Mr. Barshay has also represented numerous companies and boards of directors in defending against activist hedge funds. Recent examples include representing Ariad Pharmaceuticals in its settlement agreement with Sarissa Capital; Barnes & Noble in the adoption of its shareholder rights plan (which was upheld by the Delaware Chancery Court and the Delaware Supreme Court), in its successful proxy contest against Ron Burkle and Yucaipa, and in connection with stock accumulations by Pershing Square; Cameron International in connection with an investment by JANA Partners; Hertz in the adoption of its shareholder rights plan in response to an activist investor reported to be Carl Icahn and in connection with investments by Corvex Management and Third Point; Hologic in the adoption of its shareholder rights plan, in its settlement agreement with Carl Icahn, and in connection with an investment by Relational Investors; Jones Apparel in its settlement agreement with Barington Capital; Par Pharmaceuticals in its interactions with Relational Investors; and Sara Lee in its interactions with ValueAct Capital.

In 2011, Mr. Barshay was named as one of the top U.S. legal innovators by the Financial Times for his role in defending Barnes & Noble from a series of hostile activist attacks by Ron Burkle and Yucaipa. A 2010 Wall Street Journal article profiled Mr. Barshay’s practice and discussed his representation of clients United Airlines in its merger with Continental Airlines and Burlington Northern Santa Fe in its sale to Berkshire Hathaway. In 2007, The New York Times included Mr. Barshay on its list of most important dealmakers in recent years, citing specifically to his work on behalf of Chevron in its contested acquisition of Unocal.

Mr. Barshay has broad mergers and acquisitions experience spanning numerous industries. Notable transactions include representing:

Consumer and Retail

  • Barnes & Noble in the proposed separation of the Barnes & Noble Retail and NOOK Media businesses into two separate public companies, in its exploration of strategic alternatives, in the strategic investment by Microsoft in its NOOK business and in connection with the PIPE investment made by Liberty Media
  • The special committee of the J.Crew board of directors in the leveraged buyout by TPG and Leonard Green for $3 billion
  • Jones Group in its $2.2 billion sale to Sycamore Partners, its acquisitions of Barneys New York, Nine West Group, LEI Jeans and Gloria Vanderbilt and its hostile takeover of Maxwell Shoe
  • Pilgrim’s Pride in its $7.7 billion offer for Hillshire Brands and in connection with a competing offer to acquire Hillshire made by Tyson Foods

Financial Institutions 

  • AerCap in its $7.6 billion acquisition of International Lease Finance Corporation (ILFC) from AIG
  • Deutsche Boerse in its proposed $10 billion merger of equals with NYSE Euronext and in connection with the competing offer from NASDAQ OMX and Intercontinental Exchange
  • The special committee of the Delphi Financial Group board of directors in connection with the $2.7 billion sale of Delphi to Tokio Marine Holdings
  • Paine Webber in its sale to UBS for $15 billion

General Industrials

  • Alcoa in the $2.7 billion sale of its packaging and consumer business to Rank Group
  • Hertz in its $2.6 billion acquisition of Dollar Thrifty Group and in connection with Avis’s competing interest in acquiring Dollar Thrifty Group
  • Martin Marietta in its $3.2 billion acquisition of Texas Industries
  • Minerals Technologies in its successful unsolicited $1.7 billion acquisition of AMCOL International and in connection with the unsuccessful competing offers to acquire AMCOL made by Imerys S.A.
  • Nalco in its $8 billion merger with Ecolab

Media and Entertainment

  • CBS in its $70 billion merger with Viacom
  • Gannett in its $2.2 billion acquisition of Belo
  • Mandalay Resort Group in its sale to MGM Mirage for $8 billion
  • Regal Cinemas in its leveraged buyout by KKR and other private equity firms for $2 billion

Oil and Gas

  • Cameron International in the creation of the OneSubsea joint venture with Schlumberger
  • Chevron in its successful takeover battle with CNOOC to acquire Unocal for $18 billion
  • Delta Air Lines in its acquisition of the Trainer refinery from ConocoPhillips
  • The special committee of Fina in connection with the squeeze out of the publicly traded minority shares by Total
  • Grant Prideco in its $7.4 billion merger with National Oilwell Varco

Pharmaceuticals

  • Ariad Pharmaceuticals in the adoption of its NOL shareholder rights plan
  • King Pharmaceuticals in its proposed $4 billion merger with Mylan Laboratories
  • Mylan in its pending $5.3 billion inversion acquisition of Abbott Laboratories’ non‑U.S. developed markets specialty and branded generics business
  • The independent directors of Par Pharmaceuticals in the $2 billion leveraged buyout of Par by TPG

Technology

  • IBM in acquisitions and dispositions aggregating more than $40 billion in value, including the sale of its personal computer business to Lenovo and the acquisitions of Kenexa, Netezza, Cognos and Rational Software
  • The independent directors of JDA Software Group in the $2 billion leveraged buyout of JDA by affiliates of New Mountain Capital
  • Qualcomm in its acquisition of Atheros Communications for $3.2 billion
  • Xerox in its acquisitions of Affiliated Computer Services for $8.4 billion and Global Imaging Systems for $1.5 billion

Telecommunications

  • The independent directors of MCI in the takeover battle between Verizon and Qwest, which resulted in Verizon’s acquisition of MCI for $8.5 billion
  • NTT DoCoMo in restructuring its $10 billion strategic investment in AT&T
  • SNET in its $5 billion sale to AT&T

Transportation

  • Burlington Northern Santa Fe in its $44 billion sale to Berkshire Hathaway
  • 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
  • United Airlines in its $7 billion merger of equals with Continental Airlines as well as numerous other acquisitions and joint ventures

Mr. Barshay has also been repeatedly cited as one of the country’s leading M&A practitioners by publications including Chambers Global: The World’s Leading Lawyers for Business; Chambers USA: America’s Leading Lawyers for Business; The Legal 500; PLC Which Lawyer? Yearbook; PLC Cross‑border Mergers and Acquisitions Handbook; IFLR1000: The Guide to the World’s Leading Financial Law Firms; Legal Media Group’s Guide to the World’s Leading M&A Lawyers; Lawdragon’s 500 Leading Lawyers in America; Lawdragon’s 500 Leading Dealmakers in America; The Best Lawyers in America; The International Who’s Who of Corporate Governance Lawyers; and The International Who’s Who of Merger & Acquisition Lawyers.

Mr. Barshay received a B.A. magna cum laude from Colgate University in 1988, where he was elected to Phi Beta Kappa, and a J.D. from Columbia Law School in 1991, where he was a Stone Scholar. He joined Cravath in 1991 and was elected partner in 1998.

Mr. Barshay may be reached by phone at +1‑212‑474‑1009 or by email at sbarshay@cravath.com.

Contact
+1 (212) 474-1009
+1 (212) 474-3700