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ProfessionalsScott A. Barshay

Scott A. Barshay

Scott A. Barshay

Partner

Partner

Tel: +1-212-373-3040
Fax: +1-212-492-0040
sbarshay@paulweiss.com

+1-212-373-3040
New York

1285 Avenue of the Americas
New York, NY 10019-6064
Fax: +1-212-492-0040

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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 in the activist campaign by Elliott Management; Burlington Northern Santa Fe in its $44 billion sale to Berkshire Hathaway; Chevron in its proposed $50 billion acquisition of Anadarko Petroleum; General Electric in the proposed $21.4 billion sale of its BioPharma business to Danaher Corporation; the board of directors of Harris Corporation in its $37 billion merger of equals with L3 Technologies; Honeywell in its $90 billion proposal to acquire United Technologies and in the activist campaign by Third Point; IBM in its $34 billion acquisition of Red Hat; Ingersoll-Rand in the proposed $15 billion merger of its Industrial business with Gardner Denver; Kraft Heinz in its proposed $143 billion acquisition of Unilever; Mylan in its successful takeover defense against a $40 billion hostile bid from Teva and in its $35 billion hostile bid to acquire Perrigo; Qualcomm in its successful takeover defense against a $142 billion hostile bid from Broadcom, its proposed $47 billion acquisition of NXP Semiconductors and in the activist campaign by JANA Partners; Starwood Hotels in its $13.6 billion sale to Marriott International and in Anbang Insurance Group’s competing public proposals to acquire Starwood; 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 featured in a Wall Street Journal article profiling the seven top bankers and lawyers involved in the most important M&A deals of the year, noting that Scott advised on deals worth more than $300 billion in 2018, including IBM/Red Hat and Harris Corp./L3 Technologies. He was similarly profiled in a 2016 Wall Street Journal article profiling seven top dealmakers from 2015 and citing specifically 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 Avon, Cheniere, Qualcomm and Xerox. In 2018, Scott was also recognized by The Deal as "Dealmaker of the Year." In 2015, he was included in 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 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 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; 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 American Lawyer: Dealmaker of the Year; 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 has broad mergers and acquisitions experience spanning numerous industries. Notable transactions include representing:

AEROSPACE AND DEFENSE

  • CSRA in its $9.7 billion sale to General Dynamics
  • The board of directors of Harris Corporation in its $37 billion merger of equals with L3 Technologies
  • Honeywell in connection with Third Point’s unsuccessful proposal for Honeywell to spin-off its aerospace division

CONSUMER RETAIL 

  • 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
  • The independent directors of Avon in its proposed $3.7 billion sale to Natura & Co.
  • Barnes & Noble in its exploration of strategic alternatives and the resulting $683 million proposed sale to affiliates of Elliott Management, and previously in numerous activist approaches, the spin‑off its College business into Barnes & Noble Education, the strategic investment by Microsoft in its NOOK business and the PIPE investment by Liberty Media
  • H.J. Heinz and 3G Capital in Heinz's $60 billion merger with Kraft to form The Kraft Heinz Company
  • The special committee of the J.Crew board of directors in its $3 billion leveraged buyout by TPG and Leonard Green
  • 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
  • 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

ENERGY

  • Cameron International in its $15 billion sale to Schlumberger and in the creation of the OneSubsea joint venture with Schlumberger
  • Chevron in its proposed $50 billion acquisition of Anadarko Petroleum and 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

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 $15 billion sale to UBS

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
  • General Electric in the proposed $21.4 billion sale of its BioPharma business to Danaher Corporation
  • King Pharmaceuticals in its proposed $4 billion merger with Mylan
  • Mylan in its successful takeover defense against a $40 billion hostile bid from Teva, its $35 billion hostile bid for Perrigo and its $5.6 billion inversion acquisition of Abbott’s non‑U.S. developed markets specialty and branded generics business
  • The independent directors of Par Pharmaceuticals in its $2 billion leveraged buyout 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 public proposals to acquire Dollar Thrifty
  • Honeywell in its $90 billion proposal to acquire United Technologies and in the spin-off of its turbochargers business into Garrett Motion
  • Ingersoll-Rand in the proposed $15 billion merger of its Industrial business with Gardner Denver
  • 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 Imerys's competing public proposals to acquire AMCOL
  • 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 $8 billion sale to MGM Mirage
  • Regal Cinemas in its $2 billion leveraged buyout by KKR and other private equity firms
  • Starwood Hotels in its $13.6 billion sale to Marriott International and in Anbang’s competing public proposals to acquire Starwood

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 its $8.5 billion sale to Verizon and in Qwest’s competing public proposals to acquire MCI 
  • NTT DoCoMo in restructuring its $10 billion strategic investment in AT&T
  • SNET in its $5 billion sale to AT&T

TECHNOLOGY

  • IBM in acquisitions and dispositions aggregating more than $75 billion in value, including its $34 billion acquisition of Red Hat
  • The independent directors of JDA Software Group in its $2 billion leveraged buyout by New Mountain Capital
  • Nuance Communications in the announced spin-off of its automotive software business
  • Qualcomm in its successful takeover defense against a $142 billion hostile bid from Broadcom, its proposed $47 billion acquisition of NXP Semiconductors and its $3.2 billion acquisition of Atheros Communications
  • Xerox in its separation into two independent publicly traded companies, the $1 billion sale of its Information Technology Outsourcing business to Atos, its $8.4 billion acquisition of Affiliated Computer Services and its $1.5 billion acquisition of Global Imaging Systems

TRANSPORTATION

  • Air Methods in its $2.5 billion sale to 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 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

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