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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

Melissa Sawyer was recognized in the M&A Advisor’s 2012 “40 Under 40” ranking of top professionals under the age of 40 who have reached a significant level of success in their careers. Melissa is a partner in the Firm’s Mergers & Acquisitions Group, and her practice has focused 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.

Publications

  • “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)
  • “Corporate Governance Feature: 10b5-1 Plans and M&A Transactions,” The M&A Lawyer (July/August 2013) 
    “Deal Protections in Tender Offers,” The Review of Securities & Commodities Regulation (co-author) (October 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)
  • “Speed Reading: Top 10 Issues to Consider When Designating Directors,” Lexis-Nexis Emerging Issues Analysis (co-author) (July 2011)
  • “The Hangover: 2011 in Review and What to Expect in 2012,” The M&A Lawyer (co-author) (November/December 2011)
  • “Diary of a Wary Market: 2010 in Review and What to Expect in 2011,” The M&A Lawyer (co-author) (December 2010)
  • “Speed Reading: Top Ten Issues in Charter and ByLaws,” Lexis-Nexis Emerging Issues Analysis (co-author) (October 2010)
  • “Speed Reading: Top Ten Considerations When Doing M&A Due Diligence,” Lexis-Nexis Emerging Issues Analysis (co-author) (June 2010)
  • “Speed Reading: Top Ten Issues to Consider When Adopting a Rights Plan,” Lexis-Nexis Emerging Issues Analysis (co-author) (May 2010)
  • “Speed Reading: Ten Issues to Spot in Public Company Merger Agreements,” Lexis-Nexis Emerging Issues Analysis (co-author) (February 2010)
  • “Cloudy with a Chance of Recovery: 2009 in Review and What to Expect in 2010,” The M&A Lawyer (co-author) (January 2010)
  • “Eight is Enough: 8 Practical Ways Litigators Can Add Value,” Sue for Women in Litigation (co-author) (2009)
  • “Takeover Defenses: A Director’s Primer,” BoardMember.com Insights (co-author) (2009)
  • “Joint Ventures and Strategic Alliances,” Lexis-Nexis Emerging Issues Analysis (co-author) (2009)
  • “Unsolicited Takeover Offers,” Lexis-Nexis Emerging Issues Analysis (co-author) (2008)
  • “The SEC’s Cross-Border Proposal: Top Four Ways Deals Would Change,” Deal Lawyers (co-author) (July-August 2008)
  • “Cross-Border Deals,” Lexis-Nexis Expert Commentaries (co-author) (2008)
  • “A Series of Unfortunate Events: How 2008 Changed M&A and What It Means for the Year Ahead,” The M&A Lawyer (co-author) (November/December 2008)

Recognitions

  • IFLR1000 – Recognized as a “Rising Star” by IFLR1000 2014
  • The New York Times – Featured in “The Facebook of Wall Street’s Future” as one of roughly 100 people 40 years old or younger who make up the “next generation of dealmakers”
  • M&A Advisor – Recognized as one of 40 top professionals who have reached a significant level of success in their careers under the age of 40, in the publication’s annual “40 Under 40” ranking (2012)
  • New York Super Lawyers – Recognized as a Rising Star for Mergers & Acquisitions, Corporate Governance and Compliance, and Business/Corporate (2011, 2012, 2013)

Speaking Engagements

  • Panelist, “Hot Topics in Mergers & Acquisitions 2013,” Practicing Law Institute (October 2013)
  • Webinar panelist, “Conflicts of Interest: How to Handle in Deals,” DealLawyers.com (June 2013)
  • Panelist, “Contractual Provisions to Mitigate Risk,” Executive Enterprise Institute’s Best Practices in Due Diligence (May 2013)
  • Panelist, “Emerging Issues in M&A Law” Presentation, Yale Law & Business Society (2012, 2011)
  • Panelist, “Contractual Provisions to Mitigate Risk,” Executive Enterprise Institute’s Best Practices in Due Diligence (December 2012)
  • Judge, “Transactional Law Competition,” Yale Law & Business Society (fall 2012)
  • Panelist, “Recent Domestic & International M&A Developments,” Penn State’s 9th Annual Institute on Corporate, Securities and Related Aspects of Mergers and Acquisitions (September 2012)
  • Panelist, “Deal Protection,” Practicing Law Institute’s Hot Topics in Mergers and Acquisitions 2012 (September 2012)
  • Panelist, “Emerging Issues in M&A Law: A Case Study Presented by Sullivan & Cromwell,” Yale Law and Business Society (February 2012)
  • Panelist, “Going Private 2012: Doing the Deal Right,” Practicing Law Institute (February 2012)
  • Panelist, NYU Journal of Law & Business Symposium (January 2012)
  • Webinar co-host, “M&A in 2012,” Thomson Reuters West LegalEdcenter (January 2012)


SELECTED REPRESENTATIONS

  • Alcon’s independent directors committee in Novartis’s $12.9 billion acquisition of the remaining publicly-held minority interest in Alcon
  • Aquiline Capital Partners in its $200 million investment in CRT Capital Group
  • 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
  • Goldman Sachs Principal Investment Area in its $1.5 billion acquisition with a private equity consortium of GMAC Commercial Holding Corp., the commercial mortgage subsidiary of General Motors Acceptance Corporation
  • Special Committee of the Board of Directors of Greektown Superholdings, Inc. in its pending acquisition by Athens Acquisition LLC, a subsidiary of Rock Gaming LLC, valuing the company at more than $800 million
  • 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
  • J.C. Flowers in connection with the sale of Fox-Pitt Kelton Cochran Caronia & Waller to Macquarie
  • Lightyear Capital in its $565 million sale of NAU Group to QBE of the Americas and its acquisition of Sirius America Insurance Company with a consortium of private equity investors
  • 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
  • Provident Bankshares in its $401 million acquisition by M&T Bank Corporation
  • The St. Joe Company in its pending 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.
  • Tygris Commercial Finance in its $535 million acquisition by EverBank
  • 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
  • Vornado Realty in its $37.6 billion bid to acquire Equity Office Properties
  • Wachovia in its $25.5 billion acquisition of Golden West
  • World Color Press in its $1.4 billion acquisition by Quad/Graphics