crisis PR case study

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: 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.   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: 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: 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