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Practice Overview

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.

Among others, we have represented Ashland, Avon, The Fresh Market, Hertz, Johnson & Johnson, Lazard, Mondelëz, NCR, Nestlé, Occidental, Qualcomm, Starwood Hotels, Time Warner, Williams, Xerox and Zale in responding to, and defending against, activist shareholders such as Corvex, Elliott, Engaged, Greenlight, Icahn, JANA, Marcato, Pershing Square, Starboard, Third Point, Trian and ValueAct.