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Cravath, Swaine & Moore LLP

WORLDWIDE PLAZA, 825 EIGHTH AVENUE, 10019-7475, USA
Tel:
Work +1 212 474 1000
Fax:
Fax +1 212 474 3700
Email:
Web:
www.cravath.com
London, NEW YORK

George Schoen

Tel:
Work +1 (212) 474-1740
Email:
Cravath, Swaine & Moore LLP

Work Department

Corporate.

Position

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 industry sectors, particularly in the technology sector.

Career

Mr. Schoen joined Cravath in 1998 and was elected partner in 2006. From 2011 to 2014, Mr. Schoen served as the Firm’s Corporate Hiring Partner.

Mr. Schoen has been repeatedly recognized as a leading lawyer in M&A by, among others, Chambers USA: America’s Leading Lawyers for Business from 2011 through 2018; The Legal 500 in 2009, 2010, 2012 and 2013; and IFLR1000 from 2015 through 2018. He was also recognized by The Legal 500 for his transactional work in the telecoms and broadcast industry from 2010 through 2012 and in 2015 and 2016, as well as for his transactional work in the technology industry from 2011 through 2017. Mr. Schoen was named to Lawdragon’s list of the “500 Leading Lawyers in America” in 2016 through 2018. His work on behalf of Olin Corporation in its $5 billion Reverse Morris Trust acquisition of the chlorine value chain business of Dow Chemical was featured by the Financial Times in its annual FT North America Innovative Lawyers 2016 report. 

Member

Mr. Schoen has served on the Mergers, Acquisitions & Corporate Control Contests Committee of the New York City Bar Association and chaired the Practising Law Institute’s 2017 “Preparing for Shareholder Activism: What You Need To Be Doing Now” conference.

Education

Mr. Schoen received a B.A. from Cornell University in 1994 and a J.D. with honors from the University of Chicago Law School in 1998. 


United States: M&A/corporate and commercial

M&A: large deals ($1bn+)

Within: M&A: large deals ($1bn+)

Despite its relatively small size compared to its tier one competitors, Cravath, Swaine & Moore LLP has a tremendous record in high-profile and complex deals, including transactions for existing and new clients. The M&A practice attracts an impressive number of deals, both at a domestic and international level, and across a variety of industries. Despite not having an extensive international network (its only offices are in New York and London), it continues to work on a multitude of cross-border deals. In 2017, it advised Johnson & Johnson on its $30bn acquisition of Switzerland-based Actelion, a deal which involved Actelion spinning-off its drug discovery operations and early-stage clinical development assets into Idorsia, a newly created Swiss biopharmaceutical company; this was the largest transaction in Johnson & Johnson’s history. The firm continued to advise British American Tobacco on its landmark $97bn merger with Reynolds American, through the acquisition of the remaining 58% stake in the company. In other headline matters, it advised Unilever on the $143bn unsolicited offer from The Kraft Heinz Company to acquire the company; the proposal was subsequently withdrawn. It was also engaged by The Linde Group to advise on its pending $70bn merger of equals with Praxair. The firm’s ‘level of service is exceptional’ and it is ‘a cut above the rest’, according to one client. It ‘tailors guidance appropriately towards lawyers, executives and boards’ and ‘knows the law and business and how the two interact better than anyone’. The firm is awash with senior-level talent, including ‘phenomenal lawyer’ and presiding partner Faiza Saeed, Mark Greene, Richard Hall, Robert Townsend and Damien Zoubek, who ‘commands respect from a room’ and is ‘a real force in driving outcomes both legally and commercially’. George Schoen is an emerging name, having impressed with deals for major clients such as IBM. Thomas Dunn has ‘exceptional judgment’ and Erik Tavzel is also increasingly prominent, and Ting Chen, Aaron Gruber and Keith Hallam are among the next generation of top talent. Eric Schiele moved to Kirkland & Ellis LLP.

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United States: Media, technology and telecoms

Technology: transactions

Within: Leading lawyers

George Schoen - Cravath, Swaine & Moore LLP

Within: Technology: transactions

With technology clients ranging from entrepreneurial start-ups to blue-chip industry leaders, Cravath, Swaine & Moore LLP has a longstanding reputation for representing technology companies in their most significant transactions. The practice has acted for IBM in corporate matters for decades, and advised on its recent initial $3bn registered fixed- and floating-rate notes offering of IBM Credit. Other key deals included George Schoen advising Scientific Games Corporation on its acquisition of NYX Gaming Group. The team also advised the strategic review committee of the board of directors of Yahoo! on the $4.48bn sale of Yahoo!’s operating business to Verizon Communications; and acted for Xerox Corporation in its spin-off of Conduent, the world’s largest provider of diversified business process services. David Kappos leads the firm’s IP work; and Keith Hallam is also highly regarded.

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Telecoms and broadcast: transactional

Within: Telecoms and broadcast: transactional

Cravath, Swaine & Moore LLP’s ‘excellent’ New York-based transactions team focuses on telecoms-related M&A and capital markets deals, and is highlighted for its ‘business acumen’, ‘industry knowledge’ and ‘strength of team’. M&A specialist Robert Townsend leads the practice and assisted Cincinnati Bell with its $650m merger with Hawaiian Telcom. George Schoen is ‘the complete lawyer for M&A’ and is highly experienced in technology transactions. Capital markets transactions are typically handled by William Fogg, Scott Bennett and Johnny Skumpija. Notable work highlights included Fogg advising CyrusOne on two notes offerings which together amounted to $1.2bn, Bennett assisting Qualcomm with its $11bn debt offering, Skumpija working with Cox Communications on a $2.6bn notes offering, and Cooper advising Level 3 Communications on $4.6bn-worth of loans from Merrill Lynch and Bank of America to finance its existing indebtedness. The team also assisted Crown Castle International with its $7.1bn purchase of LTS Group Holdings from a number of investors, advised Time Warner on its proposed $108.7bn merger with AT&T, advised Cable ONE on its $735m acquisition of NewWave Communications from GTCR, and assisted the Strategic Review Committee of the Board of Directors of Yahoo! with the $4.48bn sale of its operating business to Verizon.

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