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Philip A. Gelston

Partner, Corporate

Philip A. Gelston is a partner in Cravath’s Corporate Department. He has extensive experience in mergers and acquisitions, joint ventures and general corporate counseling. Mr. Gelston’s practice encompasses complicated negotiated transactions, hostile transactions (both offense and defense), cross‑border transactions, activist defense, and advising boards and senior executives, particularly on corporate governance or managing crisis situations.

Mr. Gelston’s clients have included Kraft Foods, White Mountains Insurance Group, OneBeacon Insurance Group, Gerber Scientific, NextEra Energy, Kerzner International Limited, the independent directors of General Motors, British American Tobacco, the Tengelmann Group, Mondelēz International, Novartis, London Stock Exchange Group and Alliant Techsystems.

Mr. Gelston’s assignments include advising BAT in its pending merger with Reynolds American; the independent manager of Energy Future Intermediate Holding Company on conflicts matters in the pending sale of Oncor Electric Delivery Company to NextEra Energy as well as representing White Mountains Insurance in its sale of Sirius International Insurance to CM International, its majority investment in TRANZACT, its sale of TRANZACT to Clayton Dubilier & Rice and its sale of Esurance to Allstate; BAT in its investment in Reynolds American as part of Reynolds American’s acquisition of Lorillard, as well as in Reynolds American’s related sale of the KOOL, Salem, Winston, Maverick and blu eCigs brands and other assets and liabilities to Imperial Tobacco Group; Russell Stover Candies in its sale to the Lindt & Sprüngli Group; in its sale to C.H. Robinson; Alliant Techsystems in the spin‑off of its Sporting Group to its shareholders and merger of its Aerospace and Defense Groups with Orbital Sciences Corporation through a tax‑free Morris Trust merger of equals; Kraft in its spin‑off of its North American grocery business, its successful bid for Cadbury, the sale of its frozen pizza business to Nestlé and its tax‑free disposition of its Post cereal business to Ralcorp; the independent directors of General Motors in the financial and operational restructuring of GM, as well as in the conversion of GMAC into a bank holding company; the creation of Build America Mutual Insurance and its disposition of two run‑off businesses to Berkshire Hathaway through a tax‑free “cash rich” split‑off; and Gerber Scientific in its sale to an affiliate of Vector Capital Corporation.

Other representative assignments include advising BAT and Brown & Williamson in the combination of Brown & Williamson with RJR; White Mountains Insurance in its acquisition of CGU Corp.; IGEN International in its acquisition by Hoffman La Roche; Financial Security Assurance Holdings in its sale to Dexia; White Mountains Insurance in its redomestication to Bermuda; Applebee’s International in its proxy fight with Breeden Partners and its sale to IHOP; and Novartis in the sale of Gerber to Nestlé.

Mr. Gelston has also advised boards and senior management of clients, such as White Mountains Insurance, BAT, General Motors, Kraft, Pinnacle West, Symetra, Starbucks, IGEN International, Gerber Scientific, OneBeacon, NextEra Energy, Flowserve, Axis Capital, Mondelēz, EFHI and Kerzner, on governance and takeover vulnerability issues.

Mr. Gelston’s pro bono work includes serving as a trustee of the Friends of Bronx Preparatory Charter School in New York.

Mr. Gelston has been repeatedly cited as one of the country’s leading practitioners in mergers and acquisitions by, among others, Chambers USA: America’s Leading Lawyers for Business from 2007 through 2016; Chambers Global: The World’s Leading Lawyers for Business from 2007 through 2017; The Legal 500 from 2012 through 2014; IFLR1000 in 2016 and 2017; and The Best Lawyers in America from 2007 through 2017. In addition, Cravath’s mergers and acquisitions practice received a high ranking by Chambers for being “knowledgeable and responsive, with excellent levels of service.” In 2012, Mr. Gelston was chosen by corporate counsel as one of the BTI Client Service All‑Stars for his exceptional commitment to understanding his clients’ legal and business objectives, recognizing client goals and providing innovative and effective solutions tailored specifically to the client’s desired outcome.

Mr. Gelston was born in New York, New York. He received an A.B. cum laude from Harvard College in 1974, where he was elected to Phi Beta Kappa, and a J.D. magna cum laude from Harvard Law School in 1977, where he was the Supreme Court Note Editor of the Law Review and awarded the Sears Prize. After a one‑year clerkship with Hon. John M. Wisdom of the U.S. Court of Appeals for the Fifth Circuit, he joined Cravath in 1978. Mr. Gelston became a partner in 1984.

Mr. Gelston may be reached by phone at +1‑212‑474‑1548 or by email at

+1 (212) 474-1548
+1 (212) 474-3700