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Melissa Sawyer


Melissa Sawyer

New York +1-212-558-4243+1-212-558-4243 +1-212-558-3588+1-212-558-3588

Recognized in 2015 as “Dealmaker of the Week” by The American Lawyer and by Chambers USA 2014 and 2015 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. 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, cybersecurity, 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

  • “Five Issues Directors of Consumer and Retail Companies Should Consider Immediately Following a Cybersecurity Breach,” Bloomberg BNA (co-author) (July 2015)
  • “Changing Management in the Face of Shareholder Activism: Issues to Consider,” Harvard Business Law Review (March 2015)
  • “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)
  • “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,” (co-author) (June 2013)
  • “Speed Reading: Top 10 Issues with Consortium Bids,” Lexis-Nexis Emerging Issues Analysis (co-author) (January 2013)


  • 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 2011-2015)


  • Alcon’s independent directors committee in Novartis’s $12.9 billion acquisition of the remaining publicly-held minority interest in Alcon
  • J.P. Morgan as financial adviser to ANN INC. in its $2.2 billion acquisition by ascena retail group
  • BBA Aviation in its $2.1 billion pending acquisition of Landmark Aviation 
  • Bessemer Trust Company, as Trustee to the Louie E. Roche and Harvey Hubbell Trusts, in connection with its agreement to support a reclassification transaction by Hubbell Incorporated to eliminate its existing two-class structure
  • Cablevision Systems Corporation in its $17.7 billion pending acquisition by Altice N.V.
  • 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 its $6.4 billion pending acquisition by Solvay, the $1.15 billion divestment of its Coating Resins business to Advent International and its $1.8 billion acquisition of UCB’s Surface Specialties business
  • Diageo in numerous transactions, including its acquisition from Casa Cuervo of Tequila Don Julio,  its sale of Bushmills to Jose Cuervo Overseas, 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 acquisition by Validus Holdings
  • Mitsubishi UFJ Financial Group in its $3.5 billion “going private” acquisition of UnionBanCal Corporation
  • NewPage Corporation in its $1.4 billion acquisition 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 sales of 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 sales of 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 $7.5 billion pending acquisition of HCC Insurance Holdings, its $2.7 billion acquisition of Delphi Financial Group and its $4.7 billion acquisition of Philadelphia Consolidated Holding Corp.
  • UnitedHealth Group in connection with its subsidiary OptumRx’s $12.8 billion combination with Catamaran Corporation, 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