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, Corteva, Crown Castle, Disney, Evergy, Hasbro, Illumina, Johnson & Johnson, Nestlé, Occidental Petroleum, Olin, PG&E, Qualcomm and Xerox in responding to, and 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.
Among others, we have represented Ashland, Corteva, Crown Castle, Disney, Evergy, Hasbro, Illumina, Johnson & Johnson, Nestlé, Occidental Petroleum, Olin, PG&E, Qualcomm and Xerox in responding to, and defending against, activist shareholders such as Ancora, Corvex, Elliott, Engaged, Icahn, JANA, Sachem Head, Starboard, Third Point, Trian and ValueAct.
Deals & Cases
April 04, 2024
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
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.
Activities & Publications
March 22, 2024
On March 21, 2024, Cravath partner Daniel J. Cerqueira participated in DealFlow Events’ 2024 Activist Investor Conference, which was held in New York City. Dan spoke on a panel entitled “The Impact of Shareholder Activism on Global M&A.”
Activities & Publications
February 26, 2024
On February 21, 2024, Cravath partners John W. White and Michael L. Arnold participated in a program hosted by the University of Delaware’s John L. Weinberg Center for Corporate Governance entitled “The Evolving ESG Landscape: Practical Advice for Boards and Companies in 2024.” The program explored how boards and their advisors can navigate the evolving ESG landscape and examined challenging emerging issues, including board involvement in interactions with investors, employees and other stakeholders; responses to ESG backlash; board responsibility for integration of ESG into strategy, operations and control environment; ESG activists; and shareholder proposals.
Activities & Publications
February 16, 2024
On February 15, 2024, Cravath partners John W. White, Justin C. Clarke and Michael L. Arnold participated in the 40th Annual Federal Securities Institute, which was hosted by the Business Law Section of the Florida Bar in Tampa, Florida from February 15‑16, 2024. John moderated a panel entitled “Evolving Accounting Focal Points in 2024: Lawyers Advising Public Companies Be Alert!” Justin moderated a panel entitled “Private Securities Litigation – 2024 Developments and Trends.” Michael spoke on a panel entitled “Activism in UPC’s Sophomore Year: What to Expect.”
Activities & Publications
February 08, 2024
On February 8, 2024, Cravath partner Michael L. Arnold participated in “Proxy Season Preview: Insights for a Successful Season,” a virtual event hosted by Cornell Law School and Cornell Tech. The event convened governance experts to discuss the nuances of proxy season, including ESG, cybersecurity and AI considerations, shareholder proposals, risk oversight and the impact of regulatory changes.
Activities & Publications
February 07, 2024
On February 6, 2024, Cravath published the latest edition of its Quarterly Review, which examines the Q4 2023 M&A, activism and corporate governance landscape. The Review provides an overview of activity in those areas and discusses other fourth quarter highlights, including the FTC and DOJ’s finalized merger guidelines, recent Delaware cases and related jurisprudence, findings from the FTC and DOJ Antitrust Division’s Hart‑Scott‑Rodino Annual Report and recent rule adoptions related to corporate governance matters.
Deals & Cases
April 04, 2024
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
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.
Activities & Publications
March 22, 2024
On March 21, 2024, Cravath partner Daniel J. Cerqueira participated in DealFlow Events’ 2024 Activist Investor Conference, which was held in New York City. Dan spoke on a panel entitled “The Impact of Shareholder Activism on Global M&A.”
Activities & Publications
February 26, 2024
On February 21, 2024, Cravath partners John W. White and Michael L. Arnold participated in a program hosted by the University of Delaware’s John L. Weinberg Center for Corporate Governance entitled “The Evolving ESG Landscape: Practical Advice for Boards and Companies in 2024.” The program explored how boards and their advisors can navigate the evolving ESG landscape and examined challenging emerging issues, including board involvement in interactions with investors, employees and other stakeholders; responses to ESG backlash; board responsibility for integration of ESG into strategy, operations and control environment; ESG activists; and shareholder proposals.
Activities & Publications
February 16, 2024
On February 15, 2024, Cravath partners John W. White, Justin C. Clarke and Michael L. Arnold participated in the 40th Annual Federal Securities Institute, which was hosted by the Business Law Section of the Florida Bar in Tampa, Florida from February 15‑16, 2024. John moderated a panel entitled “Evolving Accounting Focal Points in 2024: Lawyers Advising Public Companies Be Alert!” Justin moderated a panel entitled “Private Securities Litigation – 2024 Developments and Trends.” Michael spoke on a panel entitled “Activism in UPC’s Sophomore Year: What to Expect.”
Activities & Publications
February 08, 2024
On February 8, 2024, Cravath partner Michael L. Arnold participated in “Proxy Season Preview: Insights for a Successful Season,” a virtual event hosted by Cornell Law School and Cornell Tech. The event convened governance experts to discuss the nuances of proxy season, including ESG, cybersecurity and AI considerations, shareholder proposals, risk oversight and the impact of regulatory changes.
Activities & Publications
February 07, 2024
On February 6, 2024, Cravath published the latest edition of its Quarterly Review, which examines the Q4 2023 M&A, activism and corporate governance landscape. The Review provides an overview of activity in those areas and discusses other fourth quarter highlights, including the FTC and DOJ’s finalized merger guidelines, recent Delaware cases and related jurisprudence, findings from the FTC and DOJ Antitrust Division’s Hart‑Scott‑Rodino Annual Report and recent rule adoptions related to corporate governance matters.
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