Ashland’s Proxy Contest and Agreement with Cruiser Capital

On January 22, 2019, Ashland Global Holdings Inc. (“Ashland”) announced that it has reached an agreement with Cruiser Capital Master Fund LP (“Cruiser Capital”), pursuant to which Ashland will consult with Cruiser Capital, in addition to its other shareholders, on the search for two new independent directors to be appointed to the Ashland board. As part of the agreement, Ashland also named a new consultant to the company on operations‑related matters. The agreement follows the proxy contest with Cruiser Capital related to board leadership, and Ashland’s subsequent announcement regarding the addition of two new independent board members, the appointment of a lead independent director and the appointment of new board committee chairs following consultation with Neuberger Berman, one of the company’s largest shareholders, and other shareholders. Cravath is representing Ashland in connection with this matter.

The Cravath team is led by partner Thomas E. Dunn and includes associates Daniel J. Cerqueira, Sarah R. Jacobson, Richard E. Schwartz and Yiting Li on corporate matters; partner Eric W. Hilfers, practice area attorney Michelle M. Garrett and associates Matthew J. Bobby and Jacob M. Phillips on executive compensation and benefits matters; and partner Julie A. North and associate Eleanor J. G. Wasserman on litigation matters. Dixing Tang also worked on executive compensation and benefits matters.