image description

Melissa Sawyer

Partner

Melissa Sawyer

Partner
New York +1-212-558-4243+1-212-558-4243 +1-212-558-3588+1-212-558-3588
sawyerm@sullcrom.com

Recognized by Chambers USA 2014 as a Corporate M&A “Up and Coming” lawyer, Melissa Sawyer is a partner in the Firm’s Mergers & Acquisitions Group, focusing her practice on a variety of corporate governance, M&A and private equity matters in the United States and abroad. Among other things, she is experienced in dealing with activist shareholders, takeover offense and defense, poison pills, carve-out transactions and joint ventures. Her experience spans multiple industries, including consumer and retail, healthcare and life sciences, insurance and industrials. Melissa is currently a Lecturer in Law at Columbia Law School and a Fellow of the American Bar Foundation and often speaks on corporate governance and M&A matters.

Recent Publications

  • “Are consumer and retail companies more vulnerable to activism?” The Deal Pipeline (July 2014)
  • “The Way Way Back: 2013 In Review and What To Expect in 2014,”  The M&A Lawyer (November/December 2013)
  • “Lexis Practice Advisor” series, LexisNexis (contributing author) (published quarterly)
  • “Deal Protections in Tender Offers,” The Review of Securities & Commodities Regulation (co-author) (October 2013)
  • “Corporate Governance Feature: 10b5-1 Plans and M&A Transactions,”  The M&A Lawyer (July/August 2013)
  • “Speed Reading: Checklist For New Directors,” LexisNexis Emerging Issues Analysis (co-author) (July 2013)
  • "ISS's Declining Influence in Shareholder Votes,” Boardmember.com (co-author) (June 2013)
  • “Speed Reading: Top 10 Issues with Consortium Bids,” Lexis-Nexis Emerging Issues Analysis (co-author) (January 2013)
  • “Chronicle: 2012 in Review and What to Expect in 2013,”
    The M&A Lawyer (co-author) (November/December 2012)
  • “Speed Reading: Top 10 Ways to Address Antitrust Risk in M&A Transactions,” Lexis-Nexis Emerging Issues Analysis (co-author) (September 2012)
  • “Advising Buyers in Controlling Stockholder Transactions,” The Review of Securities & Commodities Regulation (May 2012)
  • “Speed Reading: Top 10 Issues to Consider When Advising a Special Committee in a Going Private Transaction,” Lexis-Nexis Emerging Issues Analysis (co-author) (February 2012)

Recognitions

  • Empire State Counsel Honoree (New York State Bar Association, 2013)
  • Recognized as a Rising Star by IFLR1000. (IFLR1000, 2014)
  • Recognized in “40 Under 40” ranking of top professionals under the age of 40 who have reached a significant level of success in their careers. (M&A Advisor, March 2012)
  • Recognized as a Rising Star for Mergers & Acquisitions, Corporate Governance and Compliance, and Business/Corporate. (New York Super Lawyers 2011, 2012 and 2013)


SELECTED REPRESENTATIONS

  • Alcon’s independent directors committee in Novartis’s $12.9 billion acquisition of the remaining publicly-held minority interest in Alcon
  • CONMED in its announced settlement agreement with shareholder Coppersmith Capital Management and its $22.5 million acquisition of Viking Systems
  • Cytec Industries in the $1.15 billion divestment of its Coating Resins business to Advent International and its $1.797 billion acquisition of UCB’s Surface Specialties business
  • Diageo in numerous transactions, including its acquisition of a 50% stake in the Zacapa rum business of Industrias Licoreras de Guatemala, its sale of Barton & Guestier to Castel Frères, its $224 million acquisition of The Chalone Wine Group and its $8.2 billion acquisition of the Seagram spirits and wines business with Pernod Ricard
  • Dr. Thomas Frist in connection with the $33 billion leveraged buy-out of HCA by a consortium of private equity investors
  • Express and the Special Committee of its board in connection with Sycamore Partners’ interest in acquiring Express
  • IntercontinentalExchange in its $10 billion offer to acquire the Chicago Board of Trade and its $1.79 billion acquisition of the New York Board of Trade
  • IPC Holdings in its announced $3 billion business combination with Max Capital Group, which was terminated, and IPC’s subsequent acquisition by Validus Holdings
  • Mitsubishi UFJ Financial Group in its $3.5 billion “going private” acquisition of UnionBanCal Corporation
  • NewPage Corporation  in its pending $1.4 billion agreement to be acquired by Verso Paper Corp.
  • Ontario Teachers’ Pension Plan Board in its $2.4 billion acquisition of four North American container terminals of Orient Overseas (International) Limited
  • Popular in its pending definitive agreements to sell its regional operations, including 41 branches, approximately $1.8 billion in related loan portfolios, and approximately $2.1 billion in deposits, to three different buyers
  • The St. Joe Company  in its  definitive agreement to sell approximately 382,834 acres of non-strategic rural timberland in the Florida panhandle, along with related assets, to AgReserves, Inc. for $565 million
  • SunTx Capital Partners in its acquisition of a majority stake in Carolina Beer & Beverage
  • Tokio Marine Holdings in its $2.7 billion acquisition of Delphi Financial Group and $4.7 billion acquisition of Philadelphia Consolidated Holding Corp.
  • UnitedHealth Group in its acquisition of XLHealth Corp., its $2.7 billion acquisition of Sierra Health Services and its $500 million acquisition of the insurance subsidiaries of John Deere
  • World Color Press in its $1.4 billion acquisition by  Quad/Graphics