Cravath’s London Office Moves to 100 Cheapside
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
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.
Deals & Cases
May 25, 2023
Illumina’s Proxy Contest Against Carl Icahn
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.
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.
Activities
March 26, 2025
Michael Arnold Speaks at PwC’s 2025 Proxy Season Webcast
On March 24, 2025, Cravath partner Michael L. Arnold participated in a “2025 Proxy Season Webcast,” which was hosted by PwC. Michael discussed recent legal developments affecting proxy season, including guidance from the staff of the Securities and Exchange Commission related to shareholder proposals and investor engagement.
Publications
March 07, 2025
Three Key SEC Developments Affecting ESG: Acting Chairman Uyeda’s Climate Rule Statement, SLB 14M and Schedule 13D/G CDIs
On March 6, 2025, Cravath prepared a memo for its clients entitled “Three Key SEC Developments Affecting ESG: Acting Chairman Uyeda’s Climate Rule Statement, SLB 14M and Schedule 13D/G CDIs.” The memo examines these recent actions under the U.S. Securities and Exchange Commission’s new leadership and their potential impact in the environmental, social and governance (ESG) space.
Activities
February 25, 2025
John White, Michael Arnold, Helam Gebremariam and Ryan Patrone Speak at 41st Annual Federal Securities Institute
Cravath partners John W. White, Michael L. Arnold, Helam Gebremariam and Ryan J. Patrone participated in the 41st Annual Federal Securities Institute, which was hosted by the Business Law Section of the Florida Bar in Tampa, Florida from February 24‑25, 2025 and brought together corporate, M&A and securities practitioners, in‑house counsel, executives and advisors to discuss various topics in corporate law, including structuring acquisitions and capital‑raising transactions, navigating regulatory enforcement issues and corporate governance.
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.
Deals & Cases
May 25, 2023
Illumina’s Proxy Contest Against Carl Icahn
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.
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.
Activities
March 26, 2025
Michael Arnold Speaks at PwC’s 2025 Proxy Season Webcast
On March 24, 2025, Cravath partner Michael L. Arnold participated in a “2025 Proxy Season Webcast,” which was hosted by PwC. Michael discussed recent legal developments affecting proxy season, including guidance from the staff of the Securities and Exchange Commission related to shareholder proposals and investor engagement.
Publications
March 07, 2025
Three Key SEC Developments Affecting ESG: Acting Chairman Uyeda’s Climate Rule Statement, SLB 14M and Schedule 13D/G CDIs
On March 6, 2025, Cravath prepared a memo for its clients entitled “Three Key SEC Developments Affecting ESG: Acting Chairman Uyeda’s Climate Rule Statement, SLB 14M and Schedule 13D/G CDIs.” The memo examines these recent actions under the U.S. Securities and Exchange Commission’s new leadership and their potential impact in the environmental, social and governance (ESG) space.
Activities
February 25, 2025
John White, Michael Arnold, Helam Gebremariam and Ryan Patrone Speak at 41st Annual Federal Securities Institute
Cravath partners John W. White, Michael L. Arnold, Helam Gebremariam and Ryan J. Patrone participated in the 41st Annual Federal Securities Institute, which was hosted by the Business Law Section of the Florida Bar in Tampa, Florida from February 24‑25, 2025 and brought together corporate, M&A and securities practitioners, in‑house counsel, executives and advisors to discuss various topics in corporate law, including structuring acquisitions and capital‑raising transactions, navigating regulatory enforcement issues and corporate governance.
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