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 connections with mergers and acquisitions and other significant corporate matters, including consensual and hostile transactions, leveraged buyouts, takeover defense, proxy contests and hedge fund activism. He also regularly counsels corporations and their directors on corporate governance and fiduciary duty matters.
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 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 of recent years, citing specifically to his work on behalf of Chevron in its contested acquisition of Unocal.
Mr. Barshay has broad experience spanning numerous industries, including consumer and retail, energy, financial institutions, general industrial, health care, insurance, media and entertainment, telecommunications and transportation. Notable transactions include representing:
- Alcoa in the $2.7 billion sale of its packaging and consumer business to Rank Group
- Barnes & Noble in the adoption of its shareholder rights plan (which was upheld by the Delaware Court of Chancery and the Delaware Supreme Court), in its successful proxy contest against Ron Burkle and Yucaipa, in the strategic investment by Microsoft in its Nook and college businesses and in connection with the PIPE investment made by Liberty Media
- Burlington Northern Santa Fe in its $44 billion sale to Berkshire Hathaway
- CBS in its $70 billion merger with Viacom
- Chevron in the takeover battle with CNOOC, which resulted in Chevron’s acquisition of Unocal for $18 billion
- Deutsche Boerse in its pending $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 pending $2.7 billion sale of Delphi to Tokio Marine Holdings
- The Special Committee of Fina in connection with the squeezeout of the publicly traded minority shares by PetroFina
- Grant Prideco in its $7.4 billion merger with National Oilwell Varco
- Hertz in its pending offer to acquire Dollar Thrifty Group for $2.3 billion and in connection with Avis’s competing interest in acquiring Dollar Thrifty Group
- 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 Netezza, Cognos and Rational Software
- The Special Committee of the J.Crew Board of Directors in the leveraged buyout by TPG and Leonard Green for $3 billion
- Jones Apparel in acquisitions and dispositions aggregating more than $4 billion in value, including the acquisitions of Barneys New York, Nine West Group and Gloria Vanderbilt and the hostile takeover of Maxwell Shoe
- Mandalay Resort Group in its sale to MGM Mirage for $8 billion
- 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
- Nalco in its pending $8 billion merger with Ecolab
- NTT DoCoMo in restructuring its $10 billion strategic investment in AT&T
- Paine Webber in its sale to UBS for $15 billion
- Qualcomm in its acquisition of Atheros Communications for $3.2 billion
- Regal Cinemas in its leveraged buyout by KKR and other private equity firms for $2 billion
- SNET in its $5 billion sale to AT&T
- United Airlines in its $7 billion merger of equals with Continental Airlines
- Xerox in its acquisition of Global Imaging Systems for $1.5 billion
Mr. Barshay has also been repeatedly cited as one of the country’s leading M&A practitioners by 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; IFLR’s Guide to the World’s Leading M&A Lawyers; Lawdragon 500 Leading Lawyers in America; Lawdragon 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 212-474-1009 or by email at sbarshay@cravath.com.