ProfessionalsScott A. Barshay
Tel: +1-212-373-3040
Fax: +1-212-492-0040
emailsbarshay@paulweiss.com
Scott A. Barshay is a partner in the Corporate Department and Global Head of the firm’s Mergers & Acquisitions Practice. His practice focuses on advising clients on mergers and acquisitions, activist defense and other significant corporate matters. Scott also regularly counsels corporations and their directors on securities law, corporate governance and crisis management issues.
Scott has represented clients in many of the largest and most important M&A transactions and activist defense matters in recent years, including ADP in its successful proxy contest against Pershing Square; Anheuser-Busch InBev in its $107 billion acquisition of SABMiller; BHP Billiton plc in the activist campaign by Elliott Management; Burlington Northern Santa Fe in its $44 billion sale to Berkshire Hathaway; Cheniere Energy in the activist campaign by Carl Icahn; Honeywell in its $90 billion proposal to acquire United Technologies and in the activist campaign by Third Point LLC; The Kraft Heinz Company in its proposed $143 billion acquisition of Unilever; 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 a $130 billion unsolicited offer from Broadcom, its proposed $47 billion acquisition of NXP and the activist campaign by JANA Partners; Starwood Hotels in its $13.6 billion sale to Marriott International which was contested by Anbang Insurance Group; United Airlines in its $7 billion merger of equals with Continental Airlines; and 3G Capital and H.J. Heinz in the $60 billion Kraft/Heinz merger.
Awards and Recognitions
Scott has been repeatedly recognized as one of the country's leading M&A lawyers. In 2018, he was recognized by The Deal as "Dealmaker of the Year." In 2016, he 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, Scott 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 his 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 Scott 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 Scott 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 Cross‑border Mergers and Acquisitions Handbook; IFLR1000; 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.
EXPERIENCE
Scott's recent clients have included ADP, Air Methods, Alere, Anheuser‑Busch InBev, ARIAD Pharmaceuticals, Avon, Barnes & Noble, BHP Billiton, Biogen, Cameron International, Cheniere Energy, Chevron, Chico's FAS, Cigna, Delphi Automotive, Delta Air Lines, Harris Corporation, Hertz, Honeywell, IBM, Kraft Heinz, Martin Marietta, Mylan Pharmaceuticals, NCR, Pilgrim's Pride, Pitney Bowes, Qualcomm, Quicken Loans, Randstad, Range Resources, Restaurant Brands International, Starwood Hotels, Web.com, Xerox and 3G Capital.
Scott has broad mergers and acquisitions experience spanning numerous industries. Notable transactions include representing:
CONSUMER
- Anheuser‑Busch InBev in its $107 billion acquisition of SABMiller and its $12 billion sale of SABMiller's U.S. business and global Miller beer business to Molson Coors
- Avon in the sale of 80% of its North America business to Cerberus Capital Management and in the PIPE investment by Cerberus in Avon's international business
- H.J. Heinz and 3G Capital in Heinz's $60 billion merger with Kraft to form The Kraft Heinz Company
- The Kraft Heinz Company in its proposed $143 billion acquisition of Unilever
- The special committee of the Pilgrim’s Pride board of directors in its $1.3 billion acquisition of Moy Park from JBS
- Restaurant Brands International in its $1.8 billion acquisition of Popeyes Louisiana Kitchen
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 Börse in its proposed $10 billion merger of equals with NYSE Euronext and in the competing offer from Nasdaq OMX and Intercontinental Exchange
- Paine Webber in its sale to UBS for $15 billion
HEALTHCARE
- Alere in its $5.3 billion sale to Abbott Laboratories
- ARIAD Pharmaceuticals in its $5.2 billion sale to Takeda Pharmaceutical Company Limited
- Biogen in the $5 billion spin-off of Bioverativ
- Bioverativ in its $11.6 billion sale to Sanofi
- 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
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 Avis's competing interest in acquiring Dollar Thrifty
- Honeywell in its $90 billion proposal to acquire United Technologies and in the spin-off of its turbochargers business
- 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 the unsuccessful competing offers to acquire AMCOL made by Imerys S.A.
- Nalco in its $8 billion merger with Ecolab
LODGING AND REAL ESTATE
- ILG in its $4.7 billion sale to Marriott Vacations Worldwide
- 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 contested $13.6 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 $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
- CSRA in its $9.7 billion sale to General Dynamics
- 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 connection with a $130 billion unsolicited offer from Broadcom, its proposed acquisition of NXP Semiconductors for $47 billion and its acquisition of Atheros Communications for $3.2 billion
- Xerox in its 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
- Air Methods Corporation in its $2.5 billion acquisition by affiliates of American Securities
- 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
Scott has advised numerous companies and boards in defending against activist hedge funds, including:
- ADP in its successful proxy contest against Pershing Square
- Air Methods Corporation in the activist campaign by Voce Capital Management
- ARIAD Pharmaceuticals in the adoption of its shareholder rights plan and in the activist campaign by Sarissa Capital
- Avon in the activist campaign 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 activist campaigns by Pershing Square and Sandell Asset Management
- BHP Billiton in the activist campaign by Elliott Management
- Cameron International in the activist defense against JANA Partners and Elliott Management
- Cheniere Energy in the activist campaign by Carl Icahn
- Chico’s FAS in its successful proxy contest against Barington Capital
- Commvault in the activist campaign by Elliott Management
- Gannett in its successful acquisition of Belo, which was challenged by various arbitrageurs and hedge funds
- Harris Corporation in the activist campaign by JANA Partners
- Helix Energy Solutions in the activist defense against Greenlight Capital
- Hertz in the adoption of its shareholder rights plan, in its settlement agreement with Carl Icahn, and in share accumulations by Corvex Management, Third Point and JANA Partners
- Hologic in the adoption of its shareholder rights plan and in activist campaigns by Carl Icahn and Relational Partners
- Honeywell in the activist campaign by Third Point LLC
- Jones Apparel in the activist campaign by Barington Capital and in share accumulations by Greenlight Capital
- King Pharmaceuticals in share accumulations by Perry Capital
- NCR in the activist campaign by Marcato Capital and in share accumulations by JANA Partners and Corvex Management
- Par Pharmaceuticals in the activist campaign by Relational Partners
- Qualcomm in the activist campaign by JANA Partners
- Randstad Holding in its successful acquisition of Monster Worldwide, which was challenged by an entity affiliated with Alden Global Capital
- Sara Lee in the activist campaign by ValueAct Capital
- Starwood Hotels in share accumulations by JANA Partners and Third Point
- Web.com in the activist campaign by Okumus Fund Management