Melissa Sawyer

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 $23 billion pending acquisition of EchoStar Corporation’s wireless spectrum licenses; 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
• Benefitfocus in its $570 million acquisition by Voya Financial

• Boeing in its $8.3 billion pending acquisition of Spirit AeroSystems
• 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
• 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
• 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
• 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
• NIKE in a wide range of corporate governance and transactional 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
• 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
• Tiffany & Co. in its approximately $16 billion acquisition by LVMH Moët Hennessy Louis Vuitton
• UnitedHealth in connection with Optum’s $3.7 billion 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)