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Preparing for Shareholder Activism: What You Need to Be Doing Now 2017

Author(s): George F. Schoen
Practice Area: Corporate & Securities
Published: Nov 2017
ISBN: 9781402430190
PLI Item #: 185460
CHB Spine #: B2365

George F. Schoen is a partner in Cravath’s Corporate Department.  His practice focuses primarily on mergers, acquisitions and joint ventures, including hostile and contested transactions.  He also regularly counsels corporations and their directors on fiduciary duty and corporate governance matters.

Mr. Schoen has also represented numerous companies in defending against hedge fund activism.  Recent examples include representing ARIAD Pharmaceuticals in the adoption of its shareholder rights plan and in its settlement agreement with Sarissa Capital; Barnes & Noble in the adoption of its shareholder rights plan (which was upheld by the Delaware Chancery Court and the Delaware Supreme Court) and in its successful proxy contest against Ron Burkle and Yucaipa; Hertz in the adoption of its shareholder rights plan in response to an activist investor reported to be Carl Icahn; Jones Group in its settlement agreement with Barington Capital; Cameron International in connection with share accumulations by JANA Partners and in its interactions with Elliott Management; and JPMorgan in its capacity as financial advisor to the special committee of XO Communications, in connection with Carl Icahn’s squeeze-out of XO’s minority stockholders.

Mr. Schoen has extensive deal experience in many industries.  Notable transactions include representing:

  • Cameron International in its $15 billion sale to Schlumberger and in the creation of the OneSubsea joint venture with Schlumberger;
  • Casey’s General Stores in connection with the unsolicited acquisition proposal by Alimentation Couche-Tard, and related hostile tender offer and proxy contest;
  • 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;
  • Frontier Communications in its $8.6 billion Reverse Morris Trust acquisition of assets from Verizon;
  • IBM in acquisitions and dispositions aggregating more than $23 billion in value, including the sale of its x86 server business to Lenovo and its acquisition of the product and technology businesses of The Weather Company from Bain, Blackstone and NBCUniversal;
  • Nalco in its $8 billion merger with Ecolab;
  • Olin Corporation in numerous acquisitions and dispositions, including its $5 billion Reverse Morris Trust acquisition of the chlorine value chain business of Dow Chemical;
  • The special committee of Pepsi Bottling Group in connection with Pepsi’s $5.7 billion unsolicited offer for, and ultimate acquisition of, Pepsi Bottling;
  • Precision Castparts in its $37 billion acquisition by Berkshire Hathaway;
  • Scientific Games in its $5.1 billion acquisition of Bally Technologies; and
  • Xerox in the $1.05 billion sale of its information technology outsourcing business to Atos and its $1.5 billion acquisition of Global Imaging Systems.

Mr. Schoen has been repeatedly recognized as a leading lawyer in M&A by, among others, Chambers USA: America’s Leading Lawyers for Business, Lawdragon’s 500 Leading Lawyers in America, The Legal 500 and IFLR1000.  He has also served on the Mergers, Acquisitions & Corporate Control Contests Committee of the New York City Bar Association.

He received a B.A. from Cornell University in 1994 and a J.D. with honors from the University of Chicago Law School in 1998.  He joined Cravath in 1998 and was elected partner in 2006.