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Melissa Sawyer

Partner

Melissa Sawyer

Partner
New York +1-212-558-4243+1-212-558-4243 +1-212-558-3588+1-212-558-3588
[email protected]
Melissa Sawyer is Global Head of Sullivan & Cromwell LLP’s Mergers & Acquisitions Group and is co-head of the Firm’s Corporate Governance & Activism 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, technology, industrials and life sciences.

A two-time winner of The American Lawyer’s “Dealmaker of the Year” (in 2020 and 2022), 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.

Melissa has recently advised:
  • 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 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
  • 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 pending sale of its coil coatings business to BlueScope Steel, $5.8 billion pending 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
  • 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
  • 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 pending acquisition of Maui Jim
  • Novartis in its acquisition of The Medicines Company, valuing the company at approximately $9.7 billion
  • OTPP in its equity partnership with IFM Investors and British Columbia Investment Management in GCT Global Container Terminals
  • 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
  • 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 $6 billion pending acquisition of LHC Group, $13 billion pending acquisition of Change Healthcare, $4.3 billion acquisition of DaVita Medical Group and $12.8 billion acquisition of Catamaran
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 and is a member of the Editorial Board of Insights: The Corporate and Securities Law Advisor. She is currently 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:
  • “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)