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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

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

  • “Poison Pills: An Antidote to “Raider-Like” Activism” The Deal Pipeline (co-author) (August 2014)
  • “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

  • Mergers, Acquisitions & Corporate Control Contests Committee, Secretary (New York City Bar Association, 2014)
  • Empire State Counsel Honoree (New York State Bar Association, 2013)
  • Recognized as a Rising Star by IFLR1000. (2014, 2015)
  • 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 for Mergers & Acquisitions, Corporate Governance and Compliance, and Business/Corporate. (New York Super Lawyers 2011-2014)


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 connection with shareholders’ election of all eight of  its director nominees following its contested 2014 Annual Meeting, 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 agreement with Casa Cuervo to acquire full global ownership and control of Tequila Don Julio and in Diageo’s sale of Bushmills to Jose Cuervo Overseas in a transaction resulting in a net payment of $408 million to Diageo, 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