How Joele Frank Saved a $2B M&A Deal From Crisis

This article explores how Joele Frank criss communication firm helped a brand save a $2b M&A deal.

Let’s say you’re the board of a publicly traded company. An unsolicited bidder just went public with an acquisition offer at what your advisors say is a significant undervaluation.

Shareholders are spooked, the media is circling, and a well-known activist investor is quietly buying up your stock.

Every hour without a clear communications strategy costs you ground.

This is the kind of situation that Joele Frank M&A crisis communications built their firm for.

The kind of pressure that has made Joele Frank, Wilkinson Brimmer Katcher the undisputed #1 M&A PR advisor in the United States for over a decade.

Understanding how this firm operates, and what it did in one of its most defining real-world engagements, offers every entrepreneur, executive, and board director a lesson in the power of strategic communications under pressure.

 

Who Is Joele Frank, Wilkinson Brimmer Katcher?

Founded in 2000 by Joele Frank, the firm launched with a handful of defectors from Abernathy MacGregor Frank after its founder was told, dismissively, that no woman could run a PR firm.

Today, Joele Frank is:

  • #1 U.S. M&A PR Advisor every year since 2013, according to The Deal by With Intelligence league tables
  • #1 Shareholder Activism Defense IR/PR Advisor every year since 2019, according to Bloomberg
  • Active on 200+ total deals in 2025 by deal count, and $850B+ in total deal value in 2025, per Mergermarket
  • Defending 80 activism engagements in 2025 representing $955B in total market cap, per Bloomberg
  • Named Financial Agency of the Year by PRovoke Media in 2024, 2019, 2017, and 2016
  • Counseled 1,000+ clients on crisis preparedness and response

The firm’s co-founder has personally advised on over 3,000 special situations throughout her career.

Their team includes practitioners who have defended boards against Carl Icahn over 30 times, Starboard Value over 40 times, and Pershing Square over 10 times.

Joele Frank M&A crisis communications team in a high-pressure corporate war room managing a high-stakes deal from collapse

 

The Kansas City Southern M&A Battle: A Case Study in Crisis Communications

Few M&A communications engagements in recent US corporate history illustrate Joele Frank’s capabilities more clearly than the Kansas City Southern railroad acquisition battle of 2021.

In March 2021, Canadian Pacific Railway (CP) announced a $29 billion offer to acquire Kansas City Southern (KCS).

Thirty days later, Canadian National Railway (CN) launched a competing, and higher, bid of $33.7 billion.

From a shareholder’s perspective, the CN offer looked more attractive on paper.

KCS was suddenly caught between two competing suitors, a regulatory minefield, and an intensely public bidding war playing out across financial media, investor communications, and policy channels simultaneously.

Joele Frank represented Kansas City Southern throughout this process.

The communications challenge was enormous. Consider what was at stake:

  • KCS shareholders needed to understand why the CP deal, the lower bid, was actually the superior choice
  • Regulators at the US Surface Transportation Board (STB) needed to be engaged with specific, credible arguments about competitive implications
  • The broader public and trade press needed a clear narrative about rail competition and public interest
  • Every stakeholder group had different information needs and different risk thresholds

How Joele Frank Handled the Crisis

The firm’s approach centred on several interlocking strategies.

First, they separated the deal’s financial optics from its regulatory reality.

The CN offer’s higher price was misleading as a standalone fact. CN’s proposed voting trust structure, which would allow it to control KCS before regulatory approval, carried significant regulatory risk.

Joele Frank’s communications strategy made this risk legible to every stakeholder audience: investors, regulators, press, and the general public.

Secondly, they shaped the regulatory narrative proactively. The STB ultimately ruled unanimously that CN’s proposed voting trust was not in the public interest, a ruling that effectively killed the higher bid.

That outcome did not happen by accident.

It happened, in part, because the communications strategy around KCS’s position was coherent, consistent, and evidence-based across every channel.

Additionally, they managed the timeline. In contested M&A, timing is everything.

Releasing the right information to the right audience at the right moment, without telegraphing moves to the opposing party, requires the kind of situational discipline that only comes from decades of deal experience.

Joele Frank’s team, including partner Eliza Rothstein who worked directly on this engagement, coordinated KCS’s multi-stakeholder communications throughout.

The outcome was that Kansas City Southern accepted Canadian Pacific’s revised offer of approximately $31 billion.

The deal closed, creating CPKC, the first single-line railroad connecting Canada, the United States, and Mexico.

A deal that initially appeared under threat from a larger competing bid ultimately closed successfully, with KCS shareholders receiving a clear, well-communicated rationale for the transaction at every stage.

 

 

HP vs. Xerox: Defending Against an Unsolicited Takeover

The Kansas City Southern engagement was not an isolated achievement. Consider what Joele Frank did for HP in its defense against Xerox and Carl Icahn.

In late 2019, Xerox, a company significantly smaller than HP, launched an audacious unsolicited takeover bid for HP.

Carl Icahn, the legendary activist investor, backed the effort by taking a position in HP’s stock.

This was a high-profile, high-pressure situation that combined several of the most difficult communications challenges simultaneously:

  • An unsolicited bid that had to be characterized accurately without triggering panic among HP’s own shareholders
  • A well-known activist investor with a track record of public pressure campaigns
  • A financial and technology press actively covering every development
  • HP’s board needing to communicate decisively without alienating shareholders who might sympathize with Xerox’s arguments

Joele Frank managed HP’s communications strategy throughout.

The firm’s experience defending boards against Carl Icahn, over 30 documented engagements, meant they understood precisely how Icahn’s camp would attempt to shape the narrative, and how to counter it at each stage.

HP ultimately rejected Xerox’s bid. Xerox formally withdrew its offer in March 2020. HP’s independence was preserved.

 

What Makes Joele Frank’s Crisis M&A Approach Different

Most PR agencies respond to M&A situations reactively.

Joele Frank is built to operate proactively, shaping the communications environment before a deal is announced, not scrambling to contain damage after it leaks.

Several specific practices set the firm apart.

Backgrounding as a strategic tool: Backgrounding, providing trusted journalists with context and framing information without direct attribution, is a core tactic in Joele Frank’s M&A playbook.

When done correctly, it shapes how a deal is covered before the first public statement is issued.

If, done poorly, it backfires. The firm’s longstanding media relationships and deep understanding of financial journalism make this technique genuinely effective in their hands.

Data-driven stakeholder mapping: The firm uses analytics to understand which shareholders hold positions, what their historical voting patterns are, and how to tailor communications for maximum persuasion.

It is the same analytical discipline that hedge funds and investment banks apply to deal structuring, applied to communications strategy.

Multi-stakeholder coordination: A complex M&A situation involves investors, employees, regulators, customers, and the press, simultaneously.

Joele Frank’s communications plans address all of these audiences with consistent core messaging and audience-specific framing.

Contradictions between what you say to the Street and what you say to the press are fatal in contested deals.

Activism preparedness: The firm does not just respond to activist campaigns. It helps boards build preparedness frameworks before an activist appears. That early-warning infrastructure makes the actual defense far more effective when a campaign launches.

 

The Confluent–IBM Deal: 2025 Evidence of Continued Dominance

In December 2025, the firm represented Confluent Inc.,a data streaming platform in its $11 billion acquisition by IBM.

Confluent had over 6,500 clients at the time of the deal, including Citibank, Walmart, Domino’s, and Goldman Sachs.

Partners Joe Sala and Jed Repko, alongside managing directors Fouad Boutros and Haley Salas, led Joele Frank’s work on the transaction.

This is a firm still operating at the highest levels of corporate deal-making in 2025.

 

Key Lessons From Joele Frank’s M&A Crisis Playbook

Whether you’re a founder approaching a potential exit or a board member managing activist pressure, Joele Frank’s body of work offers practical lessons.

1. Communications strategy is deal infrastructure, not a soft add-on. In every high-stakes M&A situation Joele Frank has worked on, communications planning began before public announcement, not after. Treat PR counsel the way you treat legal and financial advisory: as integral to deal execution.

2. Your narrative must be defensible, not just compelling. The KCS communications around CN’s regulatory risk worked because the arguments were grounded in fact. Regulatory bodies, investors, and journalists stress-test claims.

Advocacy that doesn’t hold up under scrutiny backfires faster than saying nothing.

3. Every stakeholder audience needs a different version of the same truth. What your shareholders need to hear is not what your employees need to hear, and neither is what a financial journalist needs. But all three versions must be consistent at the factual core. Contradiction is the fastest way to lose credibility in a deal environment.

4. Activist preparedness is cheaper than activist defense. Joele Frank has built a significant practice around helping boards prepare before an activist arrives. The companies that navigate activism best are rarely the ones who simply respond well. They’re the ones who anticipated it and built the communications infrastructure in advance.

5. Senior counsel in the room is non-negotiable. In the firm’s model, the partners who win business are the partners who run the engagements. In contested M&A and crisis situations, institutional knowledge and relationship capital matter enormously. Junior account management is not adequate in a $2 billion transaction.

Senior board director presenting M&A crisis communications strategy to executives, representing Joele Frank's approach to special situations PR counsel

 

Frequently Asked Questions

What is Joele Frank known for? Joele Frank is best known as the #1 M&A PR advisor in the United States, a position it has held every year since 2013 according to The Deal by With Intelligence. It is also the #1 shareholder activism defense advisor since 2019 per Bloomberg.

What does Joele Frank do in M&A situations? The firm manages multi-stakeholder communications across investors, regulators, media, and employees during mergers, acquisitions, hostile takeovers, proxy contests, and activism defense campaigns. It combines backgrounding, data-driven stakeholder analysis, and coordinated media relations into a single strategy.

What was Joele Frank’s role in the Kansas City Southern deal? Joele Frank represented Kansas City Southern during its contested acquisition battle between Canadian Pacific and Canadian National in 2021. The firm managed investor communications, regulatory narrative strategy, and media relations throughout, supporting KCS’s ultimate acceptance of Canadian Pacific’s $31 billion offer.

How much does Joele Frank cost? Joele Frank does not publish its pricing. For high-stakes M&A and crisis situations of this complexity, engagement fees from top-tier financial communications firms typically run from $50,000 to several hundred thousand dollars per month depending on deal complexity and duration.

Is Joele Frank good for startups? Joele Frank is focused on public companies, large private companies, and institutional clients facing high-stakes M&A, activist campaigns, or corporate crises. It is not designed for early-stage startups. Founders approaching a first institutional round would be better served by a specialist communications agency.

What is “M&A crisis communications”? M&A crisis communications refers to the strategic management of stakeholder communications during a merger or acquisition that faces complications,hostile bids, activist opposition, regulatory challenges, or public controversy. It combines investor relations, media strategy, regulatory engagement, and employee communications into a coordinated response.

 

What Joele Frank Teaches Us About High-Stakes PR

The story of how Joele Frank navigated the Kansas City Southern acquisition battle, and dozens of similar high-profile situations, teaches something fundamental about communications in high-stakes moments.

Information is not enough. Framing is everything.

The CN offer was numerically larger than the CP offer.

Yet, the deal that closed was the CP deal, largely because Joele Frank helped KCS communicate the complete picture. This was regulatory risk, voting trust concerns, and long-term value, in a way that resonated with the audiences that mattered most.

That’s strategic communications at its best. And it’s why companies facing bet-the-company moments keep calling Joele Frank. 

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