Disney’s Successful Proxy Contest Against Trian and Blackwells
April 04, 2024
On April 3, 2024, The Walt Disney Company (“Disney”) announced that, based on the tabulation of its proxy solicitor, it appears that Disney’s full slate of 12 directors has been elected by a substantial margin over the nominees of Trian and Blackwells at Disney’s 2024 Annual Meeting of Shareholders. Cravath is representing Disney in connection with this matter.
The Cravath team is led by partners Faiza J. Saeed, George F. Schoen and Daniel J. Cerqueira and includes associates Ellen H. Park, Joseph A. Marshall and Michael Minsuk Choi on corporate and activist defense matters; partner Kimberley S. Drexler and associates Zachary B. Ramirez-Brunner and Caroline Henebry on corporate governance matters; partner Jonathan J. Katz, senior attorney Arian Mossanenzadeh and associate Anna Mikaelyan on executive compensation and benefits matters; and partner Kevin J. Orsini and associate Safeena L. Mecklai on litigation matters.
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J.D., 1991, Harvard Law Schoolmagna cum laude
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B.A., 1987, University of California, Berkeleywith Highest Distinction, Phi Beta Kappa
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J.D., 1998, University of Chicago Law Schoolwith Honors
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B.A., 1994, Cornell University
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J.D., 2013, Harvard Law Schoolmagna cum laude
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B.A., 2010, Cornell UniversityPhi Beta Kappa
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J.D., 1997, Yale Law SchoolCoker Fellow
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B.A., 1993, University of VirginiaHighest Distinction, Echols Scholar, Phi Beta Kappa
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LL.M., 2013, New York University School of Law
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J.D., 2007, Benjamin N. Cardozo School of LawOrder of the Coif, Dean's Distinguished Scholar, summa cum laude
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J.D., 2003, New York University School of Lawcum laude
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B.A., 2000, The George Washington UniversityPhi Beta Kappa, summa cum laude
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J.D., 2013, University of Virginia School of Law
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B.A., 2008, University of Washingtonwith Distinction, Phi Beta Kappa, magna cum laude
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On August 8, 2023, ESPN announced an agreement with PENN Entertainment (“PENN”) to launch ESPN BET, a branded sportsbook for fans in the United States. PENN Entertainment will rebrand its current sportsbook and relaunch as ESPN BET, effective this Fall in the 16 legalized betting states where PENN Entertainment is licensed. The rebrand includes the mobile app, website, and mobile website. In connection with the transaction, PENN Entertainment has agreed to grant ESPN warrants to purchase approximately 31.8 million PENN common shares that will vest ratably over 10 years, with the potential for ESPN to receive additional bonus warrants to purchase up to an additional approximately 6.4 million PENN common shares. ESPN is 80 percent owned by ABC, Inc., an indirect subsidiary of The Walt Disney Company. Cravath is representing The Walt Disney Company (“Disney”) in connection with the transaction.
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On February 9, 2023, The Walt Disney Company (“Disney”) issued a statement in response to Nelson Peltz’s announcement that Trian Fund is no longer pursuing a proxy contest at Disney. Cravath represented Disney in connection with this matter.
