Four Decades for Justice
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, Canadian National Railway, Crown Castle, Disney, Hasbro, Hertz, Johnson & Johnson, Lazard, NCR, Nestlé, Occidental, Olin, PG&E, Qualcomm, Southwest Gas, Williams and Xerox in responding to, and defending against, activist shareholders such as Ancora, Corvex, Elliott, Engaged, Greenlight, Icahn, JANA, Marcato, 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.
Among others, we have represented Ashland, Avon, Canadian National Railway, Crown Castle, Disney, Hasbro, Hertz, Johnson & Johnson, Lazard, NCR, Nestlé, Occidental, Olin, PG&E, Qualcomm, Southwest Gas, Williams and Xerox in responding to, and defending against, activist shareholders such as Ancora, Corvex, Elliott, Engaged, Greenlight, Icahn, JANA, Marcato, Sachem Head, Starboard, Third Point, Trian and ValueAct.
Deals & Cases
May 25, 2023
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.
Deals & Cases
February 14, 2023
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.
Deals & Cases
January 30, 2023
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.
Deals & Cases
September 30, 2022
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.
Deals & Cases
June 08, 2022
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.
Activities & Publications
July 31, 2023
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.
Activities & Publications
June 29, 2023
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.
Activities & Publications
April 28, 2023
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.
Accolades
April 27, 2023
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.”
Accolades
March 31, 2023
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.”
Deals & Cases
May 25, 2023
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.
Deals & Cases
February 14, 2023
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.
Deals & Cases
January 30, 2023
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.
Deals & Cases
September 30, 2022
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.
Deals & Cases
June 08, 2022
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.
Activities & Publications
July 31, 2023
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.
Activities & Publications
June 29, 2023
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.
Activities & Publications
April 28, 2023
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.
Accolades
April 27, 2023
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.”
Accolades
March 31, 2023
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.”
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