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George F. Schoen

Partner, Corporate

George F. Schoen is a partner in Cravath’s Corporate Department. His practice focuses primarily on mergers, acquisitions and joint ventures, including hostile and contested transactions. He also regularly counsels corporations and their directors on fiduciary duty and corporate governance matters.

Mr. Schoen has also represented numerous companies in defending against hedge fund activism. Recent examples include representing:

  • ARIAD Pharmaceuticals in the adoption of its shareholder rights plan and in its settlement agreement with Sarissa Capital;
  • Avon in its nomination agreement with Barington Capital;
  • Barnes & Noble in the adoption of its shareholder rights plan (which was upheld by the Delaware Chancery Court and the Delaware Supreme Court) and in its successful proxy contest against Ron Burkle and Yucaipa;
  • Cameron International in connection with share accumulations by JANA Partners and in its interactions with Elliott Management;
  • Casey’s General Stores in its interactions with a group of investors led by JCP Investment Management;
  • Hertz in the adoption of its shareholder rights plan in response to an activist investor reported to be Carl Icahn;
  • Jones Group in its settlement agreement with Barington Capital;
  • Occidental Petroleum in Carl Icahn’s consent solicitation; and
  • JPMorgan in its capacity as financial advisor to the special committee of XO Communications, in connection with Carl Icahn’s squeeze‑out of XO’s minority stockholders.

Mr. Schoen has extensive deal experience in many industry sectors, particularly in the media and technology sectors. Notable transactions include representing:

  • AerCap in its $7.6 billion acquisition of International Lease Finance Corporation from American International Group;
  • AveXis in its $8.7 billion acquisition by Novartis;
  • Cameron International in its $15 billion sale to Schlumberger and in the creation of the OneSubsea joint venture with Schlumberger;
  • Casey’s General Stores in connection with the unsolicited acquisition proposal by Alimentation Couche‑Tard, and related hostile tender offer and proxy contest;
  • Credit Suisse in its capacity as financial advisor to Reynolds Group on its “interloper bid” for Graham Packaging and to Varian Semiconductor in its acquisition by Applied Materials;
  • 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;
  • Deutsche Boerse in the proposed $10 billion merger of equals with NYSE Euronext and in connection with the competing offer from NASDAQ OMX and Intercontinental Exchange;
  • Disney in its $85 billion acquisition of 21st Century Fox, overcoming an interloper bid by Comcast to its original $66 billion agreement, the $10.6 billion sale of the Fox Regional Sports Networks to Sinclair, the $3.47 billion sale of its interest in the YES Network to an investor group including the Yankees and Sinclair, and Endemol Shine’s pending acquisition by Banijay Group;
  • EMBARQ in its $11.9 billion merger with CenturyTel;
  • Frontier Communications in its $8.6 billion Reverse Morris Trust acquisition of assets from Verizon;
  • GKN in the £8.1 billion unsolicited offer from Melrose and the proposed $6.1 billion combination of its Driveline business and Dana;
  • IBM in acquisitions and dispositions aggregating more than $25 billion in value, including the sale of select IBM software products to HCL Technologies, the sale of its x86 server business to Lenovo, the sale of its retail store systems business to Toshiba TEC, the acquisition from Veritas Capital of Truven Health Analytics and the acquisitions of Promontory, Cleversafe, Merge Healthcare and Explorys, its collaboration agreement with Maersk, its Watson joint venture with Mubadala and its acquisition of the product and technology businesses of The Weather Company from Bain, Blackstone and NBCUniversal;
  • John Wood Group, as U.S. counsel, in its £2.225 billion acquisition of Amec Foster Wheeler;
  • Johnson & Johnson in the takeover contest for Guidant Corporation and its acquisition of Pfizer’s consumer healthcare business;
  • The Jones Group in acquisitions and dispositions aggregating more than $4.2 billion in value, including the sale of Barneys New York to Istithmar, the sale of its Polo Jeans business to Polo, the acquisitions of Gloria Vanderbilt and Stuart Weitzman, and its sale to Sycamore Partners;
  • King Pharmaceuticals in its acquisition of Meridian Medical Technologies;
  • Martin Marietta in its $1.625 billion acquisition of Bluegrass Materials and its $3.2 billion acquisition of Texas Industries;
  • Nalco in its $8 billion merger with Ecolab;
  • Occidental Petroleum in its $57 billion acquisition of Anadarko, topping Anadarko’s original agreement with Chevron, and the $8.8 billion sale of Anadarko’s African assets to Total and $10 billion investment by Berkshire Hathaway;
  • Olin Corporation in numerous acquisitions and dispositions, including its $5 billion Reverse Morris Trust acquisition of the chlorine value chain business of Dow Chemical, its buyout of the Sunbelt joint venture from PolyOne, the acquisitions of K.A. Steel and Pioneer Companies and the sale of its metals business to KPS Capital Partners;
  • The board of directors of Par Pharmaceutical Companies as independent legal counsel in its $1.9 billion sale to certain affiliates of TPG Capital;
  • Parker Hannifin in its $3.675 billion acquisition of LORD;
  • The special committee of Pepsi Bottling Group in connection with Pepsi’s $5.7 billion unsolicited offer for, and ultimate acquisition of, Pepsi Bottling;
  • Precision Castparts in its $37 billion acquisition by Berkshire Hathaway;
  • Scientific Games in its C$775 million acquisition of NYX Gaming Group, its $5.1 billion acquisition of Bally Technologies and its acquisition of Spicerack Media;
  • Time Warner in its $109 billion acquisition by AT&T;
  • United Airlines in its strategic alliance with Continental Airlines and in its transatlantic joint venture with Continental, Lufthansa and Air Canada;
  • Warner Media in its investment in NewTV, as part of its $1 billion initial funding round; and
  • Xerox in the $1.05 billion sale of its information technology outsourcing business to Atos and its $1.5 billion acquisition of Global Imaging Systems.

Mr. Schoen has been repeatedly recognized as a leading lawyer in M&A by, among others, Chambers USA, The Legal 500 and IFLR1000. He has also been recognized by The Legal 500 for his transactional work in the telecoms and broadcast industry, as well as for his work in activism defense and his transactional work in the technology industry. Mr. Schoen was named a “Dealmaker of the Year” by The American Lawyer in 2019, one of “Hollywood’s Top 20 Dealmakers” by The Hollywood Reporter in 2018 and one of “500 Leading Lawyers in America” by Lawdragon from 2016 through 2019. His work on behalf of Olin Corporation in its $5 billion Reverse Morris Trust acquisition of the chlorine value chain business of Dow Chemical was featured by the Financial Times in its annual FT North America Innovative Lawyers 2016 report. He has also served on the Mergers, Acquisitions & Corporate Control Contests Committee of the New York City Bar Association and chaired the Practising Law Institute’s 2017 “Preparing for Shareholder Activism: What You Need To Be Doing Now” conference.

Mr. Schoen was born in Queens, New York. He received a B.A. from Cornell University in 1994 and a J.D. with honors from the University of Chicago Law School in 1998. He joined Cravath in 1998 and was elected partner in 2006. Mr. Schoen is Co‑Chair of the Firm’s Diversity Committee, and from 2011 to 2014, he served as the Firm’s Corporate Hiring Partner.

Mr. Schoen may be reached by phone at +1‑212‑474‑1740 or by email at gschoen@cravath.com.

Mr. Schoen is admitted only in New York.

Contact
+1 (212) 474-1740
+1 (212) 474-3700