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    Home /  Lawyers /  Melissa Sawyer

    Melissa Sawyer

    Partner

    Melissa Sawyer Headshot Photo

    New York

    +1-212-558-4243

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    sawyerm@sullcrom.com

    Email vCard

    Melissa Sawyer is Global Head of Sullivan & Cromwell’s Mergers & Acquisitions Group and is Co-Head of the Firm’s Corporate Governance Practice. In addition to advising clients on public and private M&A transactions, joint ventures and strategic alliances, she also regularly advises clients on corporate governance, activism and takeover defense matters. Melissa’s experience spans multiple industries, including consumer and retail, TMT, industrials and life sciences.

    A three-time winner of The American Lawyer’s “Dealmaker of the Year” (in 2020, 2022 and 2024), Melissa has been repeatedly recognized as a leading M&A adviser. She is ranked by Chambers USA in Corporate/M&A, where clients describe her as “an absolute superstar,” and was named a Client Service All-Star by BTI. She was also named to The Deal’s “Top Women in Dealmaking” and “Women in M&A: The Powerhouse 20” for shaping the industry with her novel approach to transactions and has been recognized as a Law360 MVP in Mergers & Acquisitions and Food & Beverage, one of Crain’s “Leading Women Lawyers in New York City,” “Dealmaker of the Week” by The American Lawyer and one of Lawdragon’s “500 Leading Dealmakers in America” for her work in corporate governance, M&A and activism defense. Additional accolades include receiving a Burton Award for Legal Achievement and being chosen as an Empire State Counsel Honoree by the New York State Bar Association.

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    Spotlight

    S&C Partners Hurd, Sawyer and Crofton Author USA Chapter of Chambers Corporate Governance Guide 2025

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    Melissa Sawyer and Tony Lewis Participate in 30th Annual Stanford Directors’ College

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    Melissa Sawyer Discusses M&A Environment with Law360

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    S&C Advises Diageo on Strategic Joint Venture for Cîroc Ultra-Premium Vodka and Lobos 1707 Tequila

    Read More

    Frank Aquila and Melissa Sawyer Author Article for The M&A Lawyer

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    • Experience
    • Rankings and Recognitions
    • News
    • Publications, Videos and Podcasts
    • Credentials
    • Related Practices
    Experience

    Experience

    Melissa has recently advised:

    • American Equity Investment Life Holding Company in its approximately $4.3 billion 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 the $3.8 billion acquisition of its Kidney Care Segment, Vantive, by Carlyle, its $4.25 billion 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

    • Boeing in its $8.3 billion pending acquisition of Spirit AeroSystems
    • Carlyle Secured Lending and Carlyle Secured Lending III in Carlyle Secured Lending’s acquisition of Carlyle Secured Lending III
    • 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 and Main Street Advisors’ strategic joint venture for Cîroc Ultra-Premium Vodka and Lobos 1707 Tequila, 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 connection with KKR’s acquisition of WPP’s full equity position in FGS and 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
    • The Goodyear Tire & Rubber Company in the $905 million pending sale of its Off-the-Road tire business to The Yokohama Rubber Company
    • 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
    • Certain committees of the Board of Directors of Masimo in connection with the evaluation of certain strategic alternatives and governance matters
    • NMG, parent company of Neiman Marcus and Bergdorf Goodman, in its $2.7 billion acquisition by HBC, parent company of Saks Fifth Avenue
    • 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 acquisition by Light & Wonder
    • Seagen in its $43 billion 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 acquisition by Roark Capital
    • Thimble Point Acquisition Corp., a SPAC, in its $1.6 billion combination with Pear Therapeutics
    • Tien Tzuo, CEO of Zuora, in the take-private of Zuora and in Mr. Tzuo’s rollover and ongoing governance and employment arrangements
    • 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 Steering Committee for the Cambridge Forum on U.S. Public Company M&A, 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)
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    Rankings and Recognitions

    Rankings and Recognitions

    • A three-time winner of The American Lawyer’s “Dealmaker of the Year” (in 2020, 2022 and 2024)
    • Chambers USA in Corporate/M&A
    • Client Service All-Star by BTI
    • The Deal’s “Top Women in Dealmaking”
    • “Women in M&A: The Powerhouse 20” for shaping the industry with her novel approach to transactions
    • Law360 MVP in Mergers & Acquisitions and Food & Beverage
    • Crain’s “Leading Women Lawyers in New York City”
    • “Dealmaker of the Week” by The American Lawyer
    • One of Lawdragon’s “500 Leading Dealmakers in America”
    • Burton Award for Legal Achievement
    • Empire State Counsel Honoree by the New York State Bar Association.
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    News

    News

    • Melissa Sawyer and Tony Lewis Participate in 30th Annual Stanford Directors’ College

      June 23 to 25, 2025
    • Melissa Sawyer Discusses M&A Environment with Law360

      May 7, 2025
    • S&C Advises Diageo on Strategic Joint Venture for Cîroc Ultra-Premium Vodka and Lobos 1707 Tequila

      April 9, 2025
    • S&C Advises Zuora CEO in $1.7 Billion Take-Private of Zuora with Silver Lake and GIC

      October 24, 2024
    • S&C Advises Baxter in $3.8 Billion Sale of Vantive Kidney Care Segment to Carlyle

      August 15, 2024
    • Melissa Sawyer Discusses the Deals Market with Bloomberg Law

      August 9, 2024
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    Publications, Videos and Podcasts

    Publications, Videos and Podcasts

    • S&C Partners Hurd, Sawyer and Crofton Author USA Chapter of Chambers Corporate Governance Guide 2025

      Books July 2, 2025
    • Frank Aquila and Melissa Sawyer Author Article for The M&A Lawyer

      Articles January 31, 2025
    • Lessons from the 2024 Proxy Season, Part 2

      Podcasts October 9, 2024
    • Marc Treviño, Melissa Sawyer and June Hu Present Webinar on Lessons From the 2024 Proxy Season and Trends for 2025

      Videos September 13, 2024
    • 2024 Proxy Season Review

      Emerging Issues August 5, 2024
    • S&C Partners Crofton, Hurd and Sawyer Author USA Chapter for Chambers Corporate Governance Guide 2024

      Books July 11, 2024
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    Credentials

    Credentials

    Education

    • University of Virginia School of Law, J.D., 2000
    • Washington and Lee University, B.A., 1997

    Bar Admissions

    • New York
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    Related Practices

    Related Practices

    • General Practice
    • Artificial Intelligence
    • Consumer & Retail
    • Corporate Governance
    • Cybersecurity
    • Environmental, Social and Governance (ESG)
    • Healthcare & Life Sciences
    • Infrastructure
    • Latin America
    • M&A Financial Advisory and Valuation
    • Media & Telecommunications
    • Mergers & Acquisitions
    • Privacy
    • Private Equity
    • Technology
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