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Using Poison Pills to Address Shareholder Activism 2014


Speaker(s): Francis J. Aquila, Melissa Sawyer
Recorded on: Jul. 10, 2014
PLI Program #: 58394

Melissa Sawyer is a partner in Sullivan & Cromwell LLP’s Mergers & Acquisitions Group. 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. Ms. Sawyer’s experience spans multiple industries, including consumer and retail, industrials, medtech, insurance and cybersecurity.

Ms. Sawyer has been recognized repeatedly as a leading M&A advisor. For example, in 2014 and 2015, Ms. Sawyer was recognized by Chambers USA as a Corporate M&A “Up and Coming” lawyer. In 2015 she was also named as a “Dealmaker of the Week” by  The American Lawyer and a Rising Star by IFLR1000, and was recognized for Mergers & Acquisitions, Corporate Governance and Compliance, and Business/Corporate by New York Super Lawyers in addition to being chosen as an Empire State Counsel Honoree by the New York State Bar Association.

In the past twelve months alone, Ms. Sawyer has advised Apollo Education Group in its pending $1.1 billion going private transaction and on corporate governance matters related to its ongoing business transformation; Sotheby’s in its acquisition of Art Agency, Partners; Cablevision in its pending sale to Altice; Cytec in its sale to Solvay; UnitedHealth Group in its acquisition of Catamaran; Tokio Marine in its acquisition of HCC; BBA Aviation in its acquisition of Landmark Aviation; CONMED in its acquisition of SurgiQuest; Diageo in its sale of Bushmills to, and acquisition of Tequila Don Julio from, Casa Cuervo; and Bessemer in the pending Hubbell reclassification transaction, among other matters.

Other selected transactions include: 

  • Alcon’s independent directors committee in Novartis’s $12.9 billion acquisition of the remaining publicly-held minority interest in Alcon
  • CONMED in shareholders’ election of all eight director nominees following its contested 2014 Annual Meeting
  • Mitsubishi UFJ Financial Group in its $3.5 billion “going private” acquisition of UnionBanCal
  • NewPage Corporation in its $1.4 billion acquisition by Verso Paper
  • Ontario Teachers’ in its $2.4 billion acquisition of container terminals from Orient Overseas

Ms. Sawyer is currently a Lecturer in Law at Columbia Law School, a Fellow of the American Bar Foundation, and Secretary of the Mergers, Acquisitions & Corporate Control Contests Committee of the New York City Bar Association.

Ms. Sawyer also speaks and writes on corporate governance and M&A matters. She has participated in numerous panels for the Practising Law Institute and regularly writes for The M&A Lawyer, The Deal Pipeline and LexisNexis.

Publications

  • “The Force Awakens: A Resurgence of M&A in 2015,” The M&A Lawyer (co-author) (January 2016)
  • “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)
  • “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)

Education

2000, University of Virginia Law School, J.D.

1997, Washington and Lee University, B.A.

 

Ms. Sawyer is a Hiring Partner and an Associate Development Partner at Sullivan & Cromwell LLP.


Frank Aquila has a broad multidisciplinary practice that includes extensive experience in mergers and acquisitions. He also regularly counsels boards of directors and board committees on corporate governance, crisis management and matters affecting corporate policy and strategy. Mr. Aquila has been engaged in many high profile matters that include activism, cross-border transactions, leveraged buyouts, proxy contests and unsolicited bids as an adviser to global leaders such as Amgen, Anheuser-Busch InBev, Avon, Diageo, International Airline Group, Kraft Foods Group, Navistar International, Pharmacia and United Rentals.

Mr. Aquila has been repeatedly cited as one of the world’s leading mergers and acquisitions lawyers. The breadth of his practice has resulted in his being recognized as one of a small number of lawyers ranked by Chambers Global in Band 1 (their top tier), as an American Lawyer “Dealmaker of the Year” and as a recipient of the Atlas Award as “Global M&A Lawyer of the Year.” For his work in corporate governance, Mr. Aquila has been named by the National Association of Corporate Directors (NACD) to their “Directorship 100” – one of the 100 most influential people in corporate governance and inside the boardroom. He is also a two-time winner of the Burton Award for Legal Achievement (2005 and 2010). In 2009 Mr. Aquila was selected by the American Bar Association as a “Legal Rebel” – one of the profession’s 50 leading innovators. Law360 named him a Life Sciences MVP in 2013.

During the course of his career, Mr. Aquila has advised numerous clients in many of the largest global transactions that have been transformational across a range of business sectors‎. In pharmaceuticals he represented The Upjohn Company in its merger with Pharmacia to create Pharmacia & Upjohn and its subsequent acquisition of Monsanto to form Pharmacia. In beverage alcohol Mr. Aquila represented Grand Metropolitan in its combination with Guinness to form Diageo and Diageo in its acquisition of Seagram Wine & Spirits. In brewing he represented InBev in its successful bid for Anheuser-Busch and Anheuser-Busch InBev in its follow-on deals to acquire Grupo Modelo and Oriental Brewery. In biotech he represented Amgen in its acquisitions of Abgenix and Onyx. In aviation he represented British Airways in its combination with Iberia to form IAG International Airlines Group. In consumer packaged goods Mr. Aquila represented Pillsbury in its combination with General Mills and Kraft in its merger with H.J. Heinz to form The Kraft Heinz Company. In equipment rental he represented United Rentals in its acquisition of RSC to form the world's largest equipment rental company.

Mr. Aquila is a member of the Firm’s Management Committee. Previously, Mr. Aquila was the co-managing partner of Sullivan & Cromwell's General Practice Group and in that role he was responsible for almost 500 lawyers in 12 offices around the world. This group includes the Firm's corporate, financial institutions, securities, mergers & acquisitions, corporate governance, real estate, leveraged finance, private equity, project finance, restructuring and intellectual property transactional practices.