Melissa Sawyer

Melissa has recently advised:

• American Equity Investment Life Holding Company in its approximately $4.3 billion pending acquisition by Brookfield Reinsurance
• Apollo Education in its $1.1 billion going private transaction and on corporate governance matters
• AT&T in its spin-off of WarnerMedia into Discovery, under which WarnerMedia combined with Discovery, which created a premier, standalone global entertainment company; agreement with TPG Capital that established a new company named DIRECTV that owns and operates AT&T’s U.S. video business unit with an enterprise value of $16.25 billion; $108.7 billion acquisition of Time Warner; and as the largest shareholder in Central European Media Enterprises (CME) in PPF Group's $2.1 billion acquisition of CME
• Baxter International in its $4.25 billion pending divestiture of BioPharma Solutions to Advent International and Warburg Pincus and its acquisition of Hillrom for a total enterprise value of $12.4 billion
• BBA Aviation in its acquisition of Landmark Aviation and sale of FBOs to KSL
• Benefitfocus in its $570 million acquisition by Voya Financial

• CONMED in the change of its state of incorporation from New York to Delaware and its acquisitions of Buffalo Filter and Surgiquest
• Cornerstone Building Brands in its $500 million sale of its coil coatings business to BlueScope Steel, $5.8 billion acquisition by Clayton, Dubilier & Rice and $245 million acquisition of Cascade Windows
• CPPIB in its $750 million investment in Aqua America and $1.2 billion acquisition of Parkway
• CSM Bakery in its sale of BakeMark to Pamplona Capital
• Diageo in its $610 million acquisition of Aviation American Gin through the acquisition of Aviation Gin and Davos Brands, $1 billion acquisition of Casamigos and $550 million sale of nineteen brands to Sazerac
• Special committee of the Board of Trustees of Diversified Healthcare Trust in its proposed acquisition by Office Properties Income Trust, later terminated
• Dos Hombres, an artesanal and hand-crafted mezcal brand created by Breaking Bad co-stars Aaron Paul and Bryan Cranston, in connection with Constellation Brands’ acquisition of a minority stake in Dos Hombres
• DS Smith in its $585 million sale of the Plastics division to Olympus Partners and $920 million acquisition of 80% of the total issued share capital of Interstate Resources
• FGS Global in its investment by KKR
• FXI in its acquisition by an affiliate of One Rock Capital
• GameStop in its cooperation agreement with Hestia Capital Partners and Permit Capital Enterprise Fund
• Integra LifeSciences in its acquisition of ACell for up to $400 million
• Kering and Kering Eyewear in connection with Kering Eyewear's acquisition of Maui Jim
• Novartis in its acquisition of The Medicines Company, valuing the company at approximately $9.7 billion
• Oaktree Strategic Income II (“OSI II”) and its Special Committee in OSI II's merger with Oaktree Specialty Lending Corporation (“OCSL”) with OCSL as the surviving company
• OTPP in its equity partnership with IFM Investors and British Columbia Investment Management in GCT Global Container Terminals
• The Special Committee of Independent Directors of SciPlay in its pending acquisition by Light & Wonder
• Seagen in its $43 billion pending acquisition by Pfizer
• Sotheby’s in its $3.7 billion acquisition by BidFair USA, acquisitions of Viyet, Thread Genius and Art Agency, Partners, repurchase of shares of its common stock from funds managed by Marcato Capital, support agreement with Taikang Insurance and ongoing governance matters
• Subway in its pending acquisition by Roark Capital
• Thimble Point Acquisition Corp., a SPAC, in its $1.6 billion combination with Pear Therapeutics
• Tiffany & Co. in its approximately $16 billion acquisition by LVMH Moët Hennessy Louis Vuitton
• UnitedHealth in connection with Optum’s $3.7 billion pending acquisition of Amedisys, $6 billion acquisition of LHC Group, $13.8 billion acquisition of Change Healthcare, $4.3 billion acquisition of DaVita Medical Group and $12.8 billion acquisition of Catamaran
• Special Committee of the Board of Directors of Weber in connection with BDT Capital Partners’ $3.7 billion acquisition of Weber’s outstanding Class A Shares that BDT did not already own

Melissa serves on the board of advisors for NYU School of Law’s Institute for Corporate Governance & Finance, is an adviser on the American Law Institute's Corporate Governance Restatement project, is a member of the Editorial Board of Insights: The Corporate and Securities Law Advisor and serves on the board of directors for the French-American Foundation. She is currently a member of the American Law Institute, a member of the Council on Foreign Relations and a Fellow of the American Bar Foundation. Melissa has participated in numerous panels for the Practising Law Institute and regularly writes for The M&A Lawyer, The Deal Pipeline and LexisNexis.

Recent Publications:

• “Stranger Things: M&A in 2022 and What to Expect in 2023,” The M&A Lawyer (2023) 
• “Privilege Waiver Risk Lessons From Twitter v. Musk,” Law360 (2022)
• “The Way Back: M&A in 2020 and What to Expect in 2021,” The M&A Lawyer (2021)
• “Recent Trends in Governance Documents,” Corporate Governance Advisor (2020)
• “An ESG Playbook for Post-Pandemic M&A,” Bloomberg Law (2020)
• “Fiduciary Duties in the Zone of Insolvency,” Bloomberg Law (2020)
• “How boards can prepare for post-pandemic activism,” Corporate Secretary (2020)
• “Dealing with activist directors with an M&A agenda,” Corporate Secretary (2020)
• “Pain and Glory: M&A in 2019 and What to Expect in 2020,” The M&A Lawyer (2020)
• “Carve-Out Transactions: Key Seller Considerations,” Practical Law (2019)
• “Trends in Shareholder Activism,” The Corporate Governance Advisor (2019)
• “How boards can approach human capital management,” Corporate Secretary (2019)