Melissa Sawyer: Lawyer with Sullivan & Cromwell LLP

Melissa Sawyer

Melissa Sawyer
Partner
New York,  NY  U.S.A.
Phone212-558-4243

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Experience & Credentials
 

Practice Areas

  • Mergers & Acquisitions
  • Private Equity
  • Consumer & Retail
  • Healthcare & Life Sciences
  • Corporate Governance
 
Contact InfoTelephone: 212-558-4243
Fax: 212-558-3588
http://www.sullcrom.com/lawyers/Melissa-Sawyer/
 
University Washington and Lee University, B.A., 1997
 
Law SchoolUniversity of Virginia School of Law, J.D., 2000
 
Admitted2001, New York
 
Biography

Recognized by Chambers USA 2014 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 in the United States and abroad. 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, 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
•“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)
•“The Way Way Back: 2013 In Review and What To Expect in 2014,” The M&A Lawyer (November/December 2013)
•“Lexis Practice Advisor” series, LexisNexis (contributing author) (published quarterly)
•“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,” Boardmember.com (co-author) (June 2013)
•“Speed Reading: Top 10 Issues with Consortium Bids,” Lexis-Nexis Emerging Issues Analysis (co-author) (January 2013)
•“Chronicle: 2012 in Review and What to Expect in 2013,”
The M&A Lawyer (co-author) (November/December 2012)
•“Speed Reading: Top 10 Ways to Address Antitrust Risk in M&A Transactions,” Lexis-Nexis Emerging Issues Analysis (co-author) (September 2012)
•“Advising Buyers in Controlling Stockholder Transactions,” The Review of Securities & Commodities Regulation (May 2012)
•“Speed Reading: Top 10 Issues to Consider When Advising a Special Committee in a Going Private Transaction,” Lexis-Nexis Emerging Issues Analysis (co-author) (February 2012)

Recognitions
•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 2011-2014)

Publications

Frank Aquila and Melissa Sawyer Review 2014 M&A Activity for The M&A Lawyer

December 8, 2014
Articles October 20, 2014 Frank Aquila and Melissa Sawyer Write on Top Issues for Non-U.S. Buyers Contemplating Acquisitions in the U.S.

October 20, 2014
Articles October 15, 2014 Frank Aquila and Melissa Sawyer Co-author Article in The Review of Securities & Commodities Regulation on Uses and Limitations of Poison Pills

October 15, 2014
Publications September 22, 2014 Frank Aquila and Melissa Sawyer Co-author Article for Business Law Today

September 22, 2014
Articles August 7, 2014 The Deal Pipeline Publishes Article on Poison Pills by Frank Aquila and Melissa Sawyer

August 7, 2014
Articles July 15, 2014 Melissa Sawyer Authors Article on Vulnerability of Consumer and Retail Companies to Shareholder Activism

July 15, 2014
Articles December 16, 2013 Frank Aquila and Melissa Sawyer Author Article Looking Back on 2013 for The M&A Lawyer

December 16, 2013
Articles October 7, 2013 Melissa Sawyer and Rebecca Crosby Publish Article on Tender Offers in The Review of Securities & Commodities Regulation

October 7, 2013
Articles August 19, 2013 The M&A Lawyer Publishes Article on 10b5-1 Plans and M&A Transactions by Melissa Sawyer

August 19, 2013
Articles August 5, 2013 Frank Aquila and Melissa Sawyer Author Article Providing Checklist for New Directors

August 5, 2013
Articles June 10, 2013 Melissa Sawyer and Frank Aquila Author Article on ISS's Declining Influence in Shareholder Votes in the NYSE Governance Series Corporate Board Member June Newsletter

June 10, 2013
Articles January 22, 2013 Frank Aquila and Melissa Sawyer Review How to Avoid Issues with Consortium Bids

January 22, 2013
Articles September 2012 Frank Aquila and Melissa Sawyer Review Ways to Address Antitrust Risk in M&A Transactions

September 2012
Articles May 9, 2012 Melissa Sawyer Authors Article on Advising Buyers in Controlling Stockholder Transactions

May 9, 2012
Articles February 2012 Frank Aquila, Melissa Sawyer and Keerthika Subramanian Author Article on Advising a Special Committee in a Going Private Transaction

February 2012
Articles February 2012 Frank Aquila, Melissa Sawyer and Neil Toomey Author Article on Increased FCPA Enforcement and its Effect on M&A Transactions

February 2012
Articles December 2011 Frank Aquila and Melissa Sawyer Co-Author Article on M&A Activity

December 2011
Articles July 2011 Frank Aquila and Melissa Sawyer Author Article on Top 10 Issues to Consider When Designating Directors

July 2011
Articles November-December 2010 Frank Aquila and Melissa Sawyer Author M&A Lawyer Cover Story on Deal Outlook

November-December 2010
Articles October 2010 Frank Aquila and Melissa Sawyer Author Article on Top 10 Issues in Charter and ByLaws

October 2010
Articles June 2010 “Speed Reading: Top 10 Considerations When Doing M&A Due Diligence” (Emerging Issues Analysis)

June 2010
Articles May 2010 “Speed Reading: Top 10 Issues to Consider When Adopting a Rights Plan” (Emerging Issues Analysis)

May 2010
Articles February 2010 “Speed Reading: Ten Issues to Spot in a Public Company Merger Agreement” (Emerging Issues Analysis)

February 2010
Articles January 2010 “Cloudy With a Chance of Recovery: 2009 In Review and What To Expect In 2010” (The M&A Lawyer)

January 2010
Articles November/December 2009 “Eight is Enough: 8 Practical Ways Litigators Can Add Value” (Sue)

November/December 2009
Articles November 2009 “Takeover Defenses: A Director’s Primer” (Boardmember.com)

November 2009
Articles September 2009 ""Contingent Value Rights-Means to an End: Using CVRs to Bridge Valuation Gaps in Public Company M&A Deals"" (Emerging Issues Analysis, The Daily Deal and TheDeal.com)

September 2009
Articles April 2009 Frank Aquila and Melissa Sawyer on Joint Ventures and Strategic Alliances

April 2009
Articles January 2009 Frank Aquila and Melissa Sawyer on Unsolicited Takeover Offers (Emerging Issues Analysis)

January 2009
Articles November/December 2008 A Series of Unfortunate Events: How 2008 Changed M&A and What it Means for the Year Ahead (The M&A Lawyer)

November/December 2008
Articles July/August 2008 The SEC's Cross-Border Proposal: Top Four Ways Deals Would Change

July/August 2008
Articles July 2008 Frank Aquila and Melissa Sawyer on Cross-Border Deals (Emerging Issues Analysis)

July 2008

News

Healthcare and Life Sciences Group Mergers & Acquisitions 2011 Year in Review Brochure

Press Mentions January 20, 2012 S&C Highlighted in The Deal Magazine Article on Representation of Tokio Marine’s $2.66 Billion Acquisition of Delphi Financial

S&C Press Releases November 13, 2008 Sullivan & Cromwell Announces Newly Elected Partners

Events

Harvard Law School Corporate Governance Seminar

Cambridge, Massachusetts
External Speaking Engagements July 29, 2014 Strafford Antitrust Webinar
External Speaking Engagements July 10, 2014 PLI Briefing on Poison Pills and Shareholder Activism
External Speaking Engagements June 5, 2014 PLI Acquiring or Selling the Privately Held Company 2014 Program
External Speaking Engagements October 15, 2013 Practising Law Institute Hot Topics in Mergers and Acquisitions Seminar
External Speaking Engagements June 11, 2013 Corporate Board Member Chairman and CEO Peer Forum

New York, New York
External Speaking Engagements June 6, 2013 DealLawyers.com Conflicts of Interest Webcast
External Speaking Engagements May 20, 2013 Executive Enterprise Institute Conference

New York, New York
External Speaking Engagements February 21, 2013 Yale Law and Business Society at Yale Law School

New Haven, Connecticut
External Speaking Engagements December 3, 2012 Executive Enterprise Institute’s Program on Best Practices in Due Diligence
External Speaking Engagements September 20-21, 2012 Ninth Annual Institute on Corporate, Securities and Related Aspects of Mergers & Acquisitions
External Speaking Engagements September 6, 2012 PLI’s Hot Topics in Mergers & Acquisitions 2012

New York, New York
External Speaking Engagements February 23, 2012 PLI Conference on Going Private Transactions

New York, New York
External Speaking Engagements January 27, 2012 New York University Journal of Law and Business' Seventh Annual Symposium

New York, New York
External Speaking Engagements January 25, 2012 M&A Webinar for Thomson Reuters’s West LegalEd Center
External Speaking Engagements September 21, 2011 “Securities Offering Process: The Basics and Beyond”

New York, New York
External Speaking Engagements July 14, 2009 Bank of New York Mellon's Proxy Access and Investor Engagement Webinar

 
Reported CasesSELECTED REPRESENTATIONS: Alcon's independent directors committee in Novartis's $12.9 billion acquisition of the remaining publicly-held minority interest in Alcon; 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 the $1.15 billion divestment of its Coating Resins business to Advent International and its $1.797 billion acquisition of UCB's Surface Specialties business; Diageo in numerous transactions, including its agreement with Casa Cuervo to acquire full global ownership and control of Tequila Don Julio and in Diageo's sale of Bushmills to Jose Cuervo Overseas in a transaction resulting in a net payment of $408 million to Diageo, its acquisition of a 50% stake in the Zacapa rum business of Industrias Licoreras de Guatemala, its sale of Barton & Guestier to Castel Freres, 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 announced $3 billion business combination with Max Capital Group, which was terminated, and IPC's subsequent acquisition by Validus Holdings; Mitsubishi UFJ Financial Group in its $3.5 billion ""going private"" acquisition of UnionBanCal Corporation; NewPage Corporation in its pending $1.4 billion agreement to be acquired 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 definitive agreements to sell 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 definitive agreement to sell 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 $2.7 billion acquisition of Delphi Financial Group and $4.7 billion acquisition of Philadelphia Consolidated Holding Corp. UnitedHealth Group in 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
 
ISLN915436017
 
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Office Information

Melissa Sawyer

125 Broad Street
New YorkNY 10004-2498




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