add items to your
binder to email or
print all at once
Items In Binder
Site Lawyers
 

Scott A. Barshay

Partner, Corporate

Scott Barshay is a Cravath corporate partner whose practice principally focuses on advising public companies in connection with mergers and acquisitions, activist hedge fund defense and other significant corporate matters. He also regularly counsels corporations and their directors on securities law, corporate governance and crisis management situations.

Clients regularly advised by Mr. Barshay include Anheuser‑Busch InBev, Avon, Barnes & Noble, Cameron International, Cheniere Energy, Delphi Automotive, Delta Air Lines, Hertz, Honeywell, IBM, JBS S.A., Kraft Heinz, Martin Marietta, Mylan Pharmaceuticals, NCR, Pilgrim’s Pride, Pitney Bowes, Qualcomm, Restaurant Brands International, Starwood Hotels, Temasek, Web.com, Xerox and 3G Capital.

Mr. Barshay represented clients in many of 2015’s largest and most important M&A transactions and activist defense situations, including representing Anheuser‑Busch InBev in its $107 billion acquisition of SABMiller; Cameron International in its $15 billion sale to Schlumberger; Cheniere Energy in connection with an accumulation of over 12% of Cheniere’s stock by Carl Icahn; Mylan Pharmaceuticals in its successful takeover defense against Teva’s $40 billion hostile bid and in Mylan’s $35 billion hostile offer to acquire Perrigo; Qualcomm in connection with the accumulation of more than $2.5 billion of Qualcomm’s stock by activist hedge fund JANA Partners; Starwood Hotels in its $12 billion sale to Marriott International; Xerox in connection with the accumulation of more than 7% of Xerox’s stock by Carl Icahn; and 3G Capital and H.J. Heinz in the $60 billion Kraft‑Heinz merger.

Mr. Barshay has been repeatedly recognized as one of the country’s leading M&A lawyers. In 2016, Mr. Barshay was featured in an article in The Wall Street Journal profiling seven top dealmakers from 2015 and citing specifically to his work on major M&A transactions including AB InBev‑SABMiller, Kraft‑Heinz, Marriott‑Starwood and Schlumberger‑Cameron, as well as activist defense on behalf of clients Avon, Cheniere, Qualcomm and Xerox. In 2015, Mr. Barshay was included on The National Law Journal’s list of M&A Trailblazers. In 2011, he was recognized by the Financial Times as one of the ten most innovative lawyers in North America for his role in defending Barnes & Noble from a series of hostile activist attacks by Ron Burkle and Yucaipa. A 2010 Wall Street Journal article profiled Mr. Barshay’s practice and discussed his representation of clients United Airlines in its merger with Continental Airlines and Burlington Northern Santa Fe in its sale to Berkshire Hathaway. In 2007, The New York Times included Mr. Barshay on its list of most important dealmakers in recent years, citing specifically to his work on behalf of Chevron in its contested acquisition of Unocal.

Other publications that consistently place Mr. Barshay in their highest level M&A rankings include Chambers Global: The World’s Leading Lawyers for Business; Chambers USA: America’s Leading Lawyers for Business; The Legal 500; PLC Which Lawyer? Yearbook; PLC Cross‑border Mergers and Acquisitions Handbook; IFLR1000: The Guide to the World’s Leading Financial Law Firms; Legal Media Group’s Guide to the World’s Leading M&A Lawyers; Lawdragon’s 500 Leading Lawyers in America; Lawdragon’s 500 Leading Dealmakers in America; The Best Lawyers in America; The International Who’s Who of Corporate Governance Lawyers; and The International Who’s Who of Merger & Acquisition Lawyers.

Mr. Barshay received a B.A. magna cum laude from Colgate University in 1988, where he was elected to Phi Beta Kappa, and a J.D. from Columbia Law School in 1991, where he was a Stone Scholar. He joined Cravath in 1991 and was elected partner in 1998.

Mr. Barshay may be reached by phone at +1‑212‑474‑1009 or by email at .



Representative M&A Transactions

Mr. Barshay has broad mergers and acquisitions experience spanning numerous industries. Notable transactions include representing:

Consumer

  • Anheuser‑Busch InBev in its pending $107 billion acquisition of SABMiller and its pending $12 billion sale of SABMiller’s U.S. business and global Miller beer business to Molson Coors
  • Avon in the pending sale of 80% of its North America business to Cerberus Capital Management and in the pending PIPE investment by Cerberus in Avon’s international business
  • Central Garden & Pet in connection with a $1.1 billion unsolicited takeover offer from Harbinger Group
  • H.J. Heinz and 3G Capital in Heinz’s $60 billion merger with Kraft to form The Kraft Heinz Company
  • Pilgrim’s Pride in its $7.7 billion offer for Hillshire Brands and in connection with a competing offer to acquire Hillshire made by Tyson Foods

Financial Institutions

  • AerCap in its $7.6 billion acquisition of International Lease Finance Corporation (ILFC) from AIG
  • The special committee of the Delphi Financial Group board of directors in the $2.7 billion sale of Delphi to Tokio Marine Holdings
  • Deutsche Boerse in its proposed $10 billion merger of equals with NYSE Euronext and in connection with the competing offer from Nasdaq OMX and Intercontinental Exchange
  • Paine Webber in its sale to UBS for $15 billion

General Industrials

  • Alcoa in the $2.7 billion sale of its packaging and consumer business to Rank Group
  • Hertz in its successful $2.6 billion offer for Dollar Thrifty Group and in connection with Avis’s competing interest in acquiring Dollar Thrifty
  • Martin Marietta in its $3.2 billion acquisition of Texas Industries
  • Minerals Technologies in its successful unsolicited $1.7 billion offer for AMCOL International and in connection with the unsuccessful competing offers to acquire AMCOL made by Imerys S.A.
  • Nalco in its $8 billion merger with Ecolab

Healthcare

  • Alere in its pending $8 billion sale to Abbott Laboratories
  • King Pharmaceuticals in its proposed $4 billion merger with Mylan
  • Mylan in its successful takeover defense against Teva’s $40 billion hostile bid, its proposal to acquire Perrigo Company plc in a transaction valued at approximately $35 billion and in its $5.6 billion inversion acquisition of Abbott Laboratories’ non‑U.S. developed markets specialty and branded generics business
  • The independent directors of Par Pharmaceuticals in the $2 billion leveraged buyout of Par by TPG

Lodging and Real Estate

  • Mandalay Resort Group in its sale to MGM Mirage for $8 billion
  • Regal Cinemas in its leveraged buyout by KKR and other private equity firms for $2 billion
  • Starwood Hotels in its pending $12 billion sale to Marriott International

Media and Telecommunications

  • CBS in its $70 billion merger with Viacom
  • Gannett in its $2.2 billion acquisition of Belo
  • The independent directors of MCI in the takeover battle between Verizon and Qwest, which resulted in Verizon’s acquisition of MCI for $8.5 billion
  • NTT DoCoMo in restructuring its $10 billion strategic investment in AT&T
  • SNET in its $5 billion sale to AT&T

Oil and Gas

  • Cameron International in its pending $15 billion sale to Schlumberger and in the creation of the OneSubsea joint venture with Schlumberger
  • Chevron in its successful takeover battle with CNOOC to acquire Unocal for $18 billion
  • Delta Air Lines in its acquisition of the Trainer refinery from ConocoPhillips
  • Grant Prideco in its $7.4 billion merger with National Oilwell Varco

Retail

  • Barnes & Noble in the spin‑off of its college bookstores business, its publicly announced exploration of strategic alternatives, the strategic investment by Microsoft in its NOOK business and the PIPE investment made by Liberty Media
  • The special committee of the J.Crew board of directors in the leveraged buyout by TPG and Leonard Green for $3 billion
  • Jones Group in its $2.2 billion sale to Sycamore Partners, its acquisitions of Barneys New York, Nine West Group, LEI Jeans and Gloria Vanderbilt and its hostile takeover of Maxwell Shoe Company

Technology

  • IBM in acquisitions and dispositions aggregating more than $40 billion in value, including the sale of its personal computer business to Lenovo, the sale of its hard disk drive business to Hitachi and the acquisitions of Kenexa, Netezza, Cognos and Rational Software
  • The independent directors of JDA Software Group in the $2 billion leveraged buyout of JDA by New Mountain Capital
  • Qualcomm in its acquisition of Atheros Communications for $3.2 billion
  • Xerox in its proposed separation into two independent publicly traded companies, the $1 billion sale of its information technology outsourcing business to Atos and its acquisitions of Affiliated Computer Services for $8.4 billion and Global Imaging Systems for $1.5 billion

Transportation

  • Burlington Northern Santa Fe in its $44 billion sale to Berkshire Hathaway
  • Delta Air Lines in its acquisition of 49% of Virgin Atlantic from Singapore Airlines and in Delta’s related trans‑Atlantic joint venture with Virgin
  • United Airlines in its $7 billion merger of equals with Continental Airlines as well as numerous other acquisitions and joint ventures

Representative Activist Defense Matters

Mr. Barshay has advised numerous companies and boards in defending against activist hedge funds, including:

  • ARIAD Pharmaceuticals in the adoption of its shareholder rights plan and in its settlement agreement with Sarissa Capital
  • Avon in connection with share accumulations by an activist stockholder group led by Barington Capital
  • Barnes & Noble in the adoption of its shareholder rights plan (which was upheld by the Delaware Chancery Court and the Delaware Supreme Court), in its successful proxy contest against Ron Burkle and Yucaipa, and in connection with share accumulations by Pershing Square
  • Cameron International in connection with share accumulations by JANA Partners
  • Cheniere Energy in its settlement agreement with Carl Icahn
  • Helix Energy Solutions in connection with share accumulations by Greenlight Capital
  • Hertz in the adoption of its shareholder rights plan, in its settlement agreement with Carl Icahn, and in connection with share accumulations by Corvex Management, Third Point and JANA Partners
  • Hologic in the adoption of its shareholder rights plan, in its settlement agreement with Carl Icahn, and in connection with share accumulations by Relational Partners
  • Jones Apparel in its settlement agreement with Barington Capital and in connection with share accumulations by Greenlight Capital
  • King Pharmaceuticals in connection with share accumulations by Perry Capital
  • NCR in its settlement agreement with Marcato Capital and in connection with share accumulations by JANA Partners and Corvex Management
  • Par Pharmaceuticals in connection with share accumulations and an activist campaign by Relational Partners
  • Qualcomm in its cooperation agreement with JANA Partners
  • Sara Lee in connection with its settlement with ValueAct Capital
  • Starwood Hotels in connection with share accumulations by JANA Partners and Third Point
  • Web.com in its settlement agreement with Okumus Fund Management
  • Xerox in connection with the accumulation of more than 7% of Xerox’s stock by Carl Icahn and its subsequent settlement agreement with Icahn
Contact
+1 (212) 474-1009
+1 (212) 474-3700