Melissa Sawyer was recently 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. Ms. Sawyer is a partner in the Firm’s General Practice 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, Ms. Sawyer is experienced in takeover offense and defense, poison pills, assets sales, auctions, joint ventures, crafting earn-outs, special committee representations and representing individual significant shareholders in connection with M&A transactions. Her experience spans multiple industries, including healthcare and life sciences, insurance, financial services, consumer goods and manufacturing. Ms. Sawyer is currently an adjunct professor at Columbia Law School.
Selected Clients and Transactions
Publicly Announced M&A Transactions
- Alcon’s independent directors committee in Novartis’s $12.9 billion acquisition of the remaining publicly-held minority interest in Alcon
- CONMED in 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
- 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
- Provident Bankshares in its $401 million acquisition by M&T Bank Corporation
- Tokio Marine Holdings in its $2.7 billion acquisition of Delphi Financial Group and its $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 & Co.
- 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
Private Equity M&A Assignments
- Aquiline Capital Partners in its $200 million investment in CRT Capital Group
- 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
- 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
- SunTx Capital Partners in its acquisition of a majority stake in Carolina Beer & Beverage
- Ontario Teachers’ Pension Plan Board in its $2.4 billion acquisition of four North American container terminals of Orient Overseas (International) Limited
Publications
- “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)
- “The Hangover: 2011 in Review and What to Expect in 2012,” The M&A Lawyer (co-author) (November/December 2011)
- “Speed Reading: Top 10 Issues to Consider When Designating Directors,” Lexis-Nexis Emerging Issues Analysis (co-author) (July 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
- 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)
Speaking Engagements
- Panelist, “Contractual Provisions to Mitigate Risk,” Executive Enterprise Institute’s Best Practices in Due Diligence (December 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, “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)
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