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Keith Hallam

Partner, Corporate

Keith Hallam focuses his practice on mergers and acquisitions and activist defense. Mr. Hallam also advises corporations and their directors on general corporate and governance matters. His clients have included AerCap, Aerion, Affiliated Computer Services, AmerisourceBergen, Ashland, ATK, Banco Santander, Biogen, Brightline, Brunswick, Casey’s General Stores, Cincinnati Bell, CommScope, Conduent, Delta Air Lines, Florida East Coast Railway, Frontier Communications, Hertz, IBM, JBS, Martin Marietta, Naspers, NCR, Occidental Petroleum, Olin, Parker Hannifin, Pilgrim’s Pride, Roivant Sciences, Unilever, Univision, US Foods, UTi Worldwide and Xerox.

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

Consumer Products

  • Avon in the sale of 80% of its North America business to Cerberus Capital Management and in the PIPE investment by Cerberus in Avon’s international business
  • Casey’s General Stores in connection with the $1.9 billion unsolicited acquisition proposal by Alimentation Couche‑Tard, and related hostile tender offer and proxy contest
  • Central Garden & Pet Company in connection with a $1.1 billion unsolicited offer from Harbinger Group
  • The Fresh Market in its $1.36 billion sale to affiliates of Apollo
  • JBS in its $1.3 billion sale of Moy Park to Pilgrim’s Pride
  • 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
  • Pinnacle Foods in its $10.9 billion acquisition by Conagra Brands
  • Starwood Hotels in its $13.3 billion sale to Marriott International and in connection with a competing, unsolicited acquisition proposal from a consortium consisting of Anbang Insurance Group, J.C. Flowers & Co. and Primavera Capital
  • Unilever in the $2.15 billion sale of its Ragú and Bertolli pasta sauce business to Mizkan Group
  • US Foods in its $500 million convertible preferred equity investment from KKR, its $970 million acquisition of Smart Foodservice and its $1.8 billion acquisition of SGA Food Group


  • Cameron International in its $15 billion sale to Schlumberger

Financial Institutions

  • AerCap in its $7.6 billion acquisition of International Lease Finance Corporation from American International Group
  • Banco Santander and its subsidiaries in the $1 billion sale of an interest in Santander Consumer USA to a consortium of private equity firms, including Warburg Pincus, KKR and Centerbridge Capital Partners
  • Fortress Investment Group in Nationstar Mortgage’s merger with WMIH, and in the sale by Fortress of its remaining 40.5% equity interest in OneMain Holdings to an investor group led by Apollo Global Management and Värde Partners
  • Lender Processing Services in its $4.3 billion sale to Fidelity National Financial


  • Alere in its $8 billion sale to Abbott Laboratories
  • AmerisourceBergen in its $815 million acquisition of H. D. Smith and its strategic relationship with Walgreens and Alliance Boots
  • Biogen in its $1.25 billion settlement and license agreement with Forward Pharma
  • Roivant Sciences in its Strategic Alliance with Sumitomo Dainippon Pharma


  • Air Products and Chemicals in its unsolicited offer to acquire all outstanding shares of Airgas for approximately $7 billion
  • Alliant Techsystems in its $985 million acquisition of Bushnell Group
  • Brunswick in the $490 million sale of its Fitness business to KPS Capital Partners and its $910 million acquisition of Power Products’ Global Marine & Mobile business
  • Martin Marietta in its $1.625 billion acquisition of Bluegrass Materials
  • Parker Hannifin in its $3.675 billion acquisition of LORD

Media and Entertainment

  • Univision in its pending sale of a majority stake to Searchlight Capital and ForgeLight
  • Viacom’s transaction committee in its $30 billion merger with CBS


  • Affiliated Computer Services in its $8.4 billion sale to Xerox
  • Conduent in the sale of its off‑street parking business to Andera Partners, the sale of its commercial vehicle operations business to Alinda Capital Partners and the sale of its U.S.‑based human resource consulting and actuarial business to H.I.G. Capital
  • IBM in a number of dispositions and acquisitions, including the $1.8 billion sale of select IBM software products to HCL Technologies, its collaboration agreement with Maersk, its acquisition of Promontory Financial, its acquisition of the product and technology businesses of The Weather Company from Bain, Blackstone and NBCUniversal, its $1 billion acquisition of Merge Healthcare, the $2.3 billion sale of its x86 server business to Lenovo and its $1.3 billion acquisition of Kenexa
  • Naspers in the merger of ibibo Group, its travel business in India, with MakeMyTrip
  • NCR in its strategic partnership with Blackstone, including a $820 million equity investment in NCR by Blackstone
  • OLX Brazil in its pending R$2.9 billion acquisition of Grupo ZAP
  • Xerox in its spin-off of Conduent and in the $1.05 billion sale of its IT outsourcing business to Atos


  • Cincinnati Bell in its pending $2.9 billion acquisition by Macquarie Infrastructure, its $650 million combination with Hawaiian Telcom, its $201 million acquisition of OnX Enterprise Solutions and the sale of wireless spectrum licenses to Verizon Wireless
  • CommScope in its $1 billion investment from The Carlyle Group as part of CommScope’s $7.4 billion acquisition of ARRIS
  • Frontier Communications in its $1.352 billion sale of operations in Idaho, Montana, Oregon and Washington to WaveDivision Capital in partnership with Searchlight Capital Partners
  • Partner Communications in the unsolicited acquisition proposal from HOT Telecommunication Systems and its controlling shareholder, Altice Europe


  • Aerion in its partnership with Boeing to bring Aerion’s next‑generation supersonic business jet to market
  • Atlas Air Worldwide in its long‑term commercial agreements to provide air cargo services to Amazon, and its grant of rights to Amazon to acquire Atlas Air equity
  • Brightline in its acquisition of XpressWest
  • 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
  • Florida East Coast Railway in its sale to Grupo México by Fortress Investment Group
  • Hertz in its $2.6 billion acquisition of Dollar Thrifty Automotive
  • UTi Worldwide in its $1.35 billion sale to DSV

Mr. Hallam has also represented numerous companies and boards of directors in defending against activist hedge funds. Recent examples include representing:

  • ARIAD Pharmaceuticals in its two settlement agreements with Sarissa Capital Management
  • Ashland in its proxy contest and subsequent settlement agreement with Cruiser Capital
  • Benchmark Electronics in its cooperation agreement with Engaged Capital
  • Brunswick in its interactions with Owl Creek Asset Management
  • Cameron in its interactions with Elliott Management and share accumulations by JANA Partners
  • Cheniere Energy in its negotiations and settlement agreement with Carl Icahn
  • Cincinnati Bell in its two successful proxy contests with Mario Gabelli and GAMCO investors
  • Conduent in its interactions with Carl Icahn and its agreement with Darwin Deason, a significant shareholder
  • Gannett in its successful acquisition of Belo, which was challenged by various arbitrageurs and hedge funds
  • 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
  • NCR in its settlement agreement with Mick McGuire and Marcato Capital
  • Occidental Petroleum in Carl Icahn’s written consent solicitation of Occidental shareholders and Occidental’s subsequent nomination
    agreement with Carl Icahn
  • Olin in its cooperation agreement with Sachem Head Capital Management
  • Starwood Hotels in share accumulations by JANA Partners and Third Point
  • UTi Worldwide in its negotiations with its shareholder P2 Capital
  • in its settlement agreement with Okumus Fund Management
  • Xerox in its two settlement agreements with Carl Icahn prior to its spin‑off of Conduent

Mr. Hallam has been recognized for his work in mergers and acquisitions by The Legal 500 US, The Legal 500 Latin America and IFLR1000. He received Euromoney Legal Media Group’s 2018 Americas Rising Star Award for “Best in Mergers & Acquisitions.” Mr. Hallam was named a “Next Generation Lawyer” in mergers and acquisitions in 2019 and 2020 and in technology transactions from 2018 through 2020 by The Legal 500 US. Additionally, he has been recognized for his work in activism defense by The Legal 500 US.

Mr. Hallam was born in Alexandria, Virginia. He received a B.A. magna cum laude from the University of Pennsylvania, where he was elected to Phi Beta Kappa, and a J.D. from the University of Pennsylvania, where he was a Senior Editor of the Law Review.

Mr. Hallam joined Cravath in 2007 and was elected a partner in 2014.

Mr. Hallam is admitted only in New York.

+1 (212) 474-1458
+1 (212) 474-3700