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Corporate

Shareholder Activism Defense

Shareholder Activism Defense

Cravath is a leading advisor for companies under threat from shareholder activists.

Our extensive experience advising boards of directors on critical matters, including consideration of a wide variety of strategic alternatives, allows us to provide superior, practical and seasoned advice to boards and executive management teams to understand and assess the situation, develop strategies to protect the company against activism attacks before they arise and successfully navigate campaigns, whether through settlement or a proxy fight, when they occur.

Our interdisciplinary team contributes to a highly nimble practice that is able to deploy resources quickly and pivot effectively in these fast‑paced situations. We understand that the optimal level of engagement is context‑dependent by investor and company, with no cookie-cutter approach. We work in close coordination with our clients’ internal teams and other outside advisors. Our lawyers are experts in maintaining a balance of effective yet diplomatic negotiating strategy, sensitivity to the company’s situation and commercial pragmatism.

We have represented numerous public companies in defending against activist shareholders such as Ancora, Corvex, Elliott, Engaged, Icahn, JANA, Sachem Head, Starboard, Third Point, Trian and ValueAct.

Our interdisciplinary team contributes to a highly nimble practice that is able to deploy resources quickly and pivot effectively in these fast‑paced situations. We understand that the optimal level of engagement is context‑dependent by investor and company, with no cookie-cutter approach. We work in close coordination with our clients’ internal teams and other outside advisors. Our lawyers are experts in maintaining a balance of effective yet diplomatic negotiating strategy, sensitivity to the company’s situation and commercial pragmatism.

We have represented numerous public companies in defending against activist shareholders such as Ancora, Corvex, Elliott, Engaged, Icahn, JANA, Sachem Head, Starboard, Third Point, Trian and ValueAct.

  • Deals & Cases
  • Recent News & Insights

Deals & Cases

October 20, 2025

Banco Sabadell’s Defense Against BBVA’s Takeover Bid

On October 17, 2025, Banco Sabadell announced that the public takeover bid launched by BBVA in May 2024 received support from only 25.47% of shareholders, and therefore lapsed as it failed to reach the minimum acceptance threshold required for completion. Banco Sabadell will continue as an independent bank. Cravath is representing Banco Sabadell as U.S. counsel in connection with this matter.

Deals & Cases

April 30, 2024

Sensata Technologies’ Cooperation Agreement with Elliott

On April 29, 2024, Sensata Technologies Holding plc (“Sensata Technologies”), a global industrial technology company, announced that it has entered into a Cooperation Agreement with Elliott Investment Management L.P. (“Elliott”). The Cooperation Agreement contains customary standstill, voting and other provisions. Cravath is representing Sensata Technologies in connection with the agreement.

Deals & Cases

April 04, 2024

Disney’s Successful Proxy Contest Against Trian and Blackwells

On April 3, 2024, The Walt Disney Company (“Disney”) announced that, based on the tabulation of its proxy solicitor, it appears that Disney’s full slate of 12 directors has been elected by a substantial margin over the nominees of Trian and Blackwells at Disney’s 2024 Annual Meeting of Shareholders. Cravath is representing Disney in connection with this matter.

Activities

December 03, 2025

Dan Cerqueira Co‑Chairs Session at IBA’s 10th Annual Corporate Governance Conference

On December 3, 2025, Cravath partner Daniel J. Cerqueira participated in the International Bar Association’s 10th Annual Corporate Governance Conference, which was held December 3‑4 in Frankfurt, Germany. Dan co‑chaired a session entitled “Shareholder Rights and Activism: What Were the Highlights of 2025 and What to Expect for 2026,” which included a review of the most notable activist campaigns from 2025, highlighting their impact on corporate strategies and shareholder value, regulatory developments which have the potential to influence the direction of activist campaigns and the trend of global activist campaigns including the increased role of U.S. activist investors in European markets.

Publications

November 10, 2025

Cravath Publishes Quarterly Review on Q3 2025 Trends in M&A, Activism and Corporate Governance

On November 10, 2025, Cravath published the latest edition of its Quarterly Review, which provides insight into practical points, key takeaways and relevant developments across the M&A, activism, restructuring, regulatory and corporate governance landscape. This edition covers:

Publications

August 11, 2025

Cravath Publishes Quarterly Review on Q2 2025 Trends in M&A, Activism and Corporate Governance

On August 11, 2025, Cravath published the latest edition of its Quarterly Review, which provides insight into practical points, key takeaways and relevant developments across the M&A, activism, tax, regulatory and corporate governance landscape. This edition covers:

Publications

May 13, 2025

Cravath Publishes Quarterly Review on Q1 2025 Trends in M&A, Activism and Corporate Governance

On May 12, 2025, Cravath published the latest edition of its Quarterly Review, which has been redesigned for the Q1 2025 edition to provide greater insight into practical points, key takeaways and relevant developments across the M&A, activism, tax, regulatory and corporate governance landscape. This edition covers:

Activities

April 14, 2025

Michael Arnold and Bill Podurgiel Speak at TGCF’s “Proxy Season Hot Topics - Evolving ESG and Shareholder Proposals” Program

On April 11, 2025, Cravath partner Michael L. Arnold and of counsel William D. Podurgiel participated in “Proxy Season Hot Topics - Evolving ESG and Shareholder Proposals,” a virtual program co‑hosted by Cravath and the Texas General Counsel Forum. The program reviewed key proxy season updates, including the impact of updated SEC guidance on ESG and shareholder engagement, responses to shareholder proposals under Staff Legal Bulletin 14M, updates to Schedule 13D and 13G reporting and new considerations in ESG disclosures.

Deals & Cases

October 20, 2025

Banco Sabadell’s Defense Against BBVA’s Takeover Bid

On October 17, 2025, Banco Sabadell announced that the public takeover bid launched by BBVA in May 2024 received support from only 25.47% of shareholders, and therefore lapsed as it failed to reach the minimum acceptance threshold required for completion. Banco Sabadell will continue as an independent bank. Cravath is representing Banco Sabadell as U.S. counsel in connection with this matter.

Deals & Cases

April 30, 2024

Sensata Technologies’ Cooperation Agreement with Elliott

On April 29, 2024, Sensata Technologies Holding plc (“Sensata Technologies”), a global industrial technology company, announced that it has entered into a Cooperation Agreement with Elliott Investment Management L.P. (“Elliott”). The Cooperation Agreement contains customary standstill, voting and other provisions. Cravath is representing Sensata Technologies in connection with the agreement.

Deals & Cases

April 04, 2024

Disney’s Successful Proxy Contest Against Trian and Blackwells

On April 3, 2024, The Walt Disney Company (“Disney”) announced that, based on the tabulation of its proxy solicitor, it appears that Disney’s full slate of 12 directors has been elected by a substantial margin over the nominees of Trian and Blackwells at Disney’s 2024 Annual Meeting of Shareholders. Cravath is representing Disney in connection with this matter.

Activities

December 03, 2025

Dan Cerqueira Co‑Chairs Session at IBA’s 10th Annual Corporate Governance Conference

On December 3, 2025, Cravath partner Daniel J. Cerqueira participated in the International Bar Association’s 10th Annual Corporate Governance Conference, which was held December 3‑4 in Frankfurt, Germany. Dan co‑chaired a session entitled “Shareholder Rights and Activism: What Were the Highlights of 2025 and What to Expect for 2026,” which included a review of the most notable activist campaigns from 2025, highlighting their impact on corporate strategies and shareholder value, regulatory developments which have the potential to influence the direction of activist campaigns and the trend of global activist campaigns including the increased role of U.S. activist investors in European markets.

Publications

November 10, 2025

Cravath Publishes Quarterly Review on Q3 2025 Trends in M&A, Activism and Corporate Governance

On November 10, 2025, Cravath published the latest edition of its Quarterly Review, which provides insight into practical points, key takeaways and relevant developments across the M&A, activism, restructuring, regulatory and corporate governance landscape. This edition covers:

Publications

August 11, 2025

Cravath Publishes Quarterly Review on Q2 2025 Trends in M&A, Activism and Corporate Governance

On August 11, 2025, Cravath published the latest edition of its Quarterly Review, which provides insight into practical points, key takeaways and relevant developments across the M&A, activism, tax, regulatory and corporate governance landscape. This edition covers:

Publications

May 13, 2025

Cravath Publishes Quarterly Review on Q1 2025 Trends in M&A, Activism and Corporate Governance

On May 12, 2025, Cravath published the latest edition of its Quarterly Review, which has been redesigned for the Q1 2025 edition to provide greater insight into practical points, key takeaways and relevant developments across the M&A, activism, tax, regulatory and corporate governance landscape. This edition covers:

Activities

April 14, 2025

Michael Arnold and Bill Podurgiel Speak at TGCF’s “Proxy Season Hot Topics - Evolving ESG and Shareholder Proposals” Program

On April 11, 2025, Cravath partner Michael L. Arnold and of counsel William D. Podurgiel participated in “Proxy Season Hot Topics - Evolving ESG and Shareholder Proposals,” a virtual program co‑hosted by Cravath and the Texas General Counsel Forum. The program reviewed key proxy season updates, including the impact of updated SEC guidance on ESG and shareholder engagement, responses to shareholder proposals under Staff Legal Bulletin 14M, updates to Schedule 13D and 13G reporting and new considerations in ESG disclosures.

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Shareholder Activism Defense

Cravath Bicentennial

Celebrating 200 years of partnership. In 2019, we celebrated our bicentennial. Our history mirrors that of our nation. Integral to our story is our culture.

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