Shareholder Activism Defense

On May 25, 2023, Illumina, a global leader in DNA sequencing and array‑based technologies, announced that Illumina shareholders have voted to elect eight of nine Illumina director nominees to the Board of Directors. Cravath represented Illumina in connection with these matters.

On February 9, 2023, The Walt Disney Company (“Disney”) issued a statement in response to Nelson Peltz’s announcement that Trian Fund is no longer pursuing a proxy contest at Disney. Cravath represented Disney in connection with this matter.

On January 20, 2023, ViewRay, Inc. (“ViewRay”), which designs, manufactures and markets the MRIdian® MRI‑Guided Radiation Therapy System, announced that it has reached an agreement with Hudson Executive Capital LP (“HEC”), a New York City‑based value‑oriented investor, to appoint a senior investment analyst and representative of HEC as an observer of the ViewRay Board of Directors (the “Board”), effective as of January 20, 2023. ViewRay has also agreed that the Board will appoint that observer to fill any vacancy on the Board arising during the term of the agreement. In connection with this announcement, ViewRay has also entered into a cooperation agreement with HEC, which currently owns approximately 8.7% of the Company’s outstanding common stock. Pursuant to its agreement with ViewRay, HEC has agreed to customary standstill and voting commitments, among other provisions. Cravath is representing ViewRay in connection with the agreement.

On September 30, 2022, The Walt Disney Company (“Disney”) announced that it has entered into a support agreement with Third Point LLC (“Third Point”). Cravath is representing Disney in connection with the support agreement.

On June 8, 2022, Hasbro, Inc., a global play and entertainment company, announced the preliminary results at the 2022 Annual Meeting of Shareholders, which indicate that Hasbro shareholders have voted, with a substantial margin, to re-elect all 13 of Hasbro’s directors to the Hasbro Board. Similarly, the Company’s say-on-pay proposal and auditor ratification were approved by the shareholders. Cravath is representing Hasbro in connection with this matter.

On July 31, 2023, Cravath published the latest edition of its Quarterly Review, which examines the Q2 2023 M&A, activism and corporate governance landscape. The Review provides an overview of activity in those areas, highlights notable cases in the M&A space, shares trends in activism activity and notes key developments in corporate governance over the second quarter of 2023. This edition also examines the Federal Trade Commission and Department of Justice’s proposed changes to the merger guidelines and other antitrust enforcement and policy developments, alongside recent Delaware cases and pronouncements related to corporate governance matters.

Cravath partners Mark I. Greene and Eric W. Hilfers spoke at Stanford Law School’s 28th Annual Directors’ College, which was held from June 26‑28, 2023, virtually and in Stanford, CA.

On April 28, 2023, Cravath published the latest edition of its Quarterly Review, which examines the Q1 2023 M&A, activism and corporate governance landscape. The Review provides an overview of activity in those areas, highlights notable cases in the M&A space, shares trends in activism activity and notes key developments in corporate governance over the first quarter of 2023. This edition also examines other first‑quarter highlights, including the first Delaware judicial decision to hold that non‑director corporate officers owe stockholders a fiduciary duty of oversight, recent antitrust policy developments and enforcement actions, the continuing increase in global activist activity and recent pronouncements related to corporate governance matters.

Cravath partner Faiza J. Saeed was named to The Hollywood Reporter’s annual “Power Lawyers” list, which recognizes the top 100 lawyers in the media and entertainment industries and was published in the April 12, 2023 issue of The Hollywood Reporter Magazine. The feature, which described Faiza as “a master of high‑stakes M&A and corporate governance battles,” highlighted her representation of Disney in its successful proxy contest with Trian Fund and Hasbro in its successful proxy contest with Alta Fox Capital Management. This is Faiza’s sixth year being recognized as a “Power Lawyer.”

On March 30, 2023, The Deal named Cravath partner Bethany A. Pfalzgraf among the “2023 Top Women in Dealmaking.” The honorees, which are nominated by their peers and The Deal’s researchers, are attorneys who have “displayed excellence in their respective legal fields including mergers and acquisitions (M&A), private equity, restructuring and activist investing.” Eligible lawyers must “have shown the ability to navigate complex transactions over the past 12 months while maintaining strong client relationships, and leading in and out of the boardroom.”