Sally A. Thurston advises multinational clients on a wide range of tax matters, includ- ing the tax aspects of mergers and acquisitions, joint venture formations, restructurings, divestitures and spin-offs, with a particular focus on the U.S. tax aspects of cross-border transactions, cash repatriation techniques and investment structures.
Ms. Thurston has advised Covidien plc with the tax aspects of its acquisition by Medtronic, Inc.; Pfizer Inc. in connection with its proposed acquisition of AstraZeneca PLC through a newly formed U.K. holding company; Endurance Specialty Holdings Ltd. in its proposed acquisition of Aspen Insurance Holdings Limited; JGWPT Holdings, Inc. (a portfolio company of JLL Partners), the holding company for J.G. Wentworth and Peachtree Financial Solutions, in its initial public offering of Class A common stock and listing on the New York Stock Exchange through an Up-C struc- ture; Marubeni Corporation in its acquisition of Gavilon Group LLC; Covidien plc in its spin-off of Mallinckrodt plc, its pharmaceutical business; Pfizer Inc. in the spin- off of its animal health business into a separate publicly traded company via an initial public offering and in the divestiture of its infant-nutrition business to Nestlé S.A.; Merck KGaA in its acquisition of Millipore Corporation; Harbor Point Limited in its merger of equals with Max Capital Group Limited; GlobalSantaFe Corporation in its merger with Transocean; Compagnie Financière Alcatel in its acquisition of Lucent Technologies Inc.; NASDAQ in its acquisition of OMX, and its investment in and take- over attempt of the London Stock Exchange; Banco Pactual S.A. in its acquisition by UBS; and BTG Investments L.P. in its acquisition of Banco UBS Pactual S.A.
In addition to her experience in mergers and acquisitions, Ms. Thurston regularly advises multinational pharmaceutical and medical device companies in connection with general tax planning matters. She also represents clients in connection with international debt and equity offerings, and has substantial experience representing offshore insurers and reinsurers and their shareholders.
In the United States, Ms. Thurston advises clients on taxable and tax-free acquisitions and divestitures and has significant experience in the partnership taxation area. She also regularly counsels private equity clients in connection with acquisitions and dives- titures of portfolio companies.
Ms. Thurston lectures frequently on various international and U.S. tax matters. She has been selected for inclusion in Chambers Global: The World’s Leading Lawyers for Business, Chambers USA: America’s Leading Lawyers for Business, Tax Directors Handbook and The Best Lawyers in America.
Lisa M. Schweitzer is a partner at Cleary Gottlieb Steen & Hamilton LLP based in the New York office.
Ms. Schweitzer’s practice focuses on financial restructuring, bankruptcy, insolvency and commercial litigation. Ms. Schweitzer has extensive experience advising corporate debtors, individual creditors and strategic investors in both U.S. Chapter 11 proceedings and restructurings in other jurisdictions in North America, Europe and Asia.
Ms. Schweitzer has advised clients in some of the most high-profile bankruptcy matters in recent years. She is currently lead U.S. restructuring counsel to Nortel Networks and affiliates in their U.S. Chapter 11 proceedings. She recently represented Alsacia and Express, Chilean bus companies, in their successful restructuring through a pre-packaged Chapter 11 proceeding. She also represented Barclays Capital on its acquisition of Lehman Brothers’ North American investment banking and capital markets assets, and a $450 million debtor-in-possession financing facility provided to Lehman. She also counseled prominent financial institutions during the subprime crisis.
Ms. Schweitzer is recognized as a leading bankruptcy and restructuring lawyer by numerous publications, including Chambers Global, Chambers USA and The Legal 500 U.S. She was honored as a “Dealmaker of the Year” and as a “Dealmaker in the Spotlight” in 2012 and 2011 by The American Lawyer, and was recently inducted into the American College of Bankruptcy.
Ms. Schweitzer became partner in 2006. She received a J.D. from New York University and an undergraduate degree from the University of Pennsylvania.
David K. Lam is a corporate partner at Wachtell, Lipton, Rosen & Katz. He focuses on mergers and acquisitions, securities transactions and corporate governance. His practice has included a wide range of matters, including public and private acquisitions and divestitures, domestic and international transactions, carve-out IPOs, spin-offs, split-offs, joint venture transactions and private equity transactions. He also advises numerous companies on takeover defenses, proxy contests and corporate governance matters. In 2013, David was named by The American Lawyer as a Dealmaker of the Year.
He has represented clients in a variety of industries, including:
Mr. Lam received his B.A. (economics and molecular biophysics & biochemistry) summa cum laude from Yale University, where he was awarded the Arthur Twining Hadley Prize and Russell Henry Chittenden Prize for the highest GPA. He received his J.D. from Yale Law School, where he served as managing editor of the Yale Law Journal and articles editor of the Yale Journal on Regulation. Upon graduation from law school, Mr. Lam served as a law clerk to the Honorable José A. Cabranes of the U.S. Court of Appeals for the Second Circuit.
Eric Schiele is a partner in Cravath’s Corporate Department. His practice primarily encompasses mergers and acquisitions and general corporate and board advisory work, including hedge fund activism.
Corporate clients that Mr. Schiele has represented include, among others, Time Warner, Time Inc., Turner Broadcasting, Heinz, 3G Capital, Anheuser-Busch InBev, Yahoo, Honeywell, DreamWorks Animation, Johnson & Johnson, Zale Corporation, Graham Holdings (formerly The Washington Post Company), Toll Brothers, IBM and Sapient. Mr. Schiele has also regularly represented a number of financial institutions, including J.P. Morgan, Goldman, Sachs & Co. and Credit Suisse. His representative transactions include representing:
Mr. Schiele was recognized for his M&A work by the 2015 and 2016 editions of Chambers USA: America’s Leading Lawyers for Business and the 2015 and 2016 editions of IFLR1000. He has also been recognized by The Legal 500 for his skill in the capital markets arena from 2011 through 2013, for his transactional work in the telecoms and broadcast industry in 2014, and for his transactional work in the technology industry in 2015. Mr. Schiele was named to Lawdragon’s 500 Leading Lawyers in America in 2016. He is a frequent speaker on M&A topics, including co-chairing PLI’s Hot Topics in Mergers and Acquisitions conference in both 2014 and 2015.
Mr. Schiele was born in Columbus, Ohio. He received a B.A. summa cum laude from Ohio Wesleyan University in 1996 and a J.D. with Highest Honors from the University of Texas School of Law in 2000, where he was a member of the Chancellors honor society and an Associate Editor of the Texas Law Review. He joined Cravath in 2000 and became a partner in 2008. Mr. Schiele currently serves as the Firm’s Corporate Hiring Partner.
Mr. Schiele may be reached by phone at +1-212-474-1788 or by email at email@example.com.
Karen Gilbreath Sowell is a principal in Ernst & Young LLP’s National Tax Department. Based in Washington, D.C., Karen serves as a co-leader of the Mergers and Acquisitions group and as the National Tax Director of Global Accounts. In these roles, Karen advises our largest clients with a perspective of the changing economic and tax policy landscape. Karen focuses on structuring tax- efficient acquisitions and dispositions, including novel spin-off and taxable transactions, as well as planning to integrate operations and optimize capital structures.
Karen was the US Treasury’s Deputy Assistant Secretary for Tax Policy from July 2007 to January 2009. She worked closely with the leadership of the Treasury Department during the financial crisis. She participated in the legislative process for the Economic Stimulus Act of 2008 and the Emergency Economic Stabilization Act (EESA) of 2008, and played a leadership role in the expedited issuance of important guidance projects directed at economic stabilization. She was co-leader of the Treasury Department’s promulgation of standards for the executive compensation requirements of EESA. She received the Treasury Distinguished Service Award in recognition of her contributions.
Among her other duties as Treasury’s Deputy Assistant Secretary for Tax Policy, Karen worked closely with the Internal Revenue Service to issue published guidance, particularly in the area of domestic and cross-border transactions. In addition to the important guidance that focused on economic stabilization during her tenure, the Office of Tax Policy and IRS issued a substantial amount of significant regulations, revenue rulings, revenue procedures, notices and other guidance.
Karen first served at the Treasury Department from 1997 to 2001, where she was Associate Tax Legislative Counsel. She was primarily responsible for matters relating to corporate taxation. From 2001 to 2007, Karen was a principal at Ernst & Young LLP and was co-leader of the National Tax Mergers and Acquisitions Group.
Karen is a member of the Executive Committee of the Tax Section of the New York State Bar Association and co-chair of the Corporations Committee. She is a former chair of the Corporations Committee of the Tax Section of the American Bar Association.
Nicole Pinder is a partner in the PricewaterhouseCoopers' Transaction Services practice, based in New York. She has over 15 years of experience providing assurance and advisory services to companies across a broad range of industries in the US, Europe and South Africa with a focus on complex financial reporting matters. She has advised corporates and private equity houses on the execution of their capital markets transactions (public and private debt and equity offerings), divestitures, and on complex accounting and reporting matters under various GAAPs. Nicole also has several years of experience advising companies on the adoption of, and reporting under International Financial Reporting Standards ("IFRS"). Current and recent clients include News Corporation, Hertz, McGraw-Hill, Visteon, Bunge, Stanley Black & Decker, General Motors, Duke Energy, National Grid, KeySpan Energy, Wendy's, Toys "R" Us, Sycamore Partners, BC Partners, Golden Gate Capital, Express, Apollo Management, Hexion Specialty Chemicals and Bain Capital.
Prior to her relocation to New York, Nicole was based in London, United Kingdom. During her 5 years with the Global Capital Markets Group in London, a technical specialist group within the Transaction Services practice, she was primarily responsible for assisting utility, oil and gas, and mining companies with the application of US GAAP and IFRS, and the SEC reporting requirements for foreign private issuers. Nicole has a significant amount of experience in the Energy, Mining and Utilities industries. Her client base in this industry sector, several of which she advised during their conversion to IFRS, included British Energy, Powergen, E.ON, ScottishPower, Rio Tinto, Sasol and ENI. Key clients outside of this industry sector include Unilever and the London Stock Exchange.
Nicole is a chartered accountant and, prior to joining the accounting profession, qualified as a lawyer. She has been based in New York since November 2004.
Sarkis Jebejian is a corporate partner in Kirkland’s New York office and focuses his practice primarily on mergers and acquisitions, both domestic and cross-border. He also provides governance and other general corporate counseling to clients, boards of directors and investment banks, including in response to shareholder activism.
Sarkis has been repeatedly recognized as one of the country’s leading practitioners in mergers and acquisitions. From 2013 to 2016, Chambers USA recognized him as among the best lawyers in the country for Corporate/M&A, and in 2013, Law360 selected him as an MVP of the Year for M&A. He was also in The International Who’s Who of Merger & Acquisition Lawyers in 2012, and selected as one of the 2012 BTI Client Service All-Stars by Corporate Counsel. BTI lauded him for his exceptional understanding of his clients’ legal and business objectives, including recognizing client goals and providing innovative solutions tailored to meet each client’s specific needs. The Lawyer selected Sarkis as a “Star Partner” in its “Transatlantic Elite 2011” feature for his work in the energy industry. He was also recognized in the 2009-2010 and 2013-2016 editions of The Legal 500 U.S.
Since joining Kirkland in 2013, Sarkis handled transactions including:
Sarkis is a graduate of Columbia College and Columbia Law School, where he was a Harlan Fiske Stone Scholar.
Prior to joining American Express in 2011, Mr. Mitnick worked in the Mergers and Acquisitions group at Davis Polk & Wardwell where he focused on both public and private M&A transactions and the restructuring of financially challenged companies, representing, among others, CVS in its acquisition of Caremark Rx and Comcast in its acquisition of Adelphia out of bankruptcy. Mr. Mitnick received his J.D. at Columbia Law School and his M.B.A. from Columbia Business School. He graduated magna cum laude from Brown University, with honors in Economics.
Mr. Rossman is the Head of Corporate Preparedness at Lazard and advises clients in connection with preparing for and responding to shareholder activism. Mr. Rossman joined Lazard in 2003 as the Head of its Capital Markets business and has over 20 years of experience as both a lawyer and investment banker. Recent assignments include work for Barnes & Noble, Bob Evans Farms, Google, Health Management Associates, ITT and Oil States International and many other public and non-public situations.
Prior to joining Lazard, Mr. Rossman was a senior equity capital markets banker at Lehman Brothers, where he led the firm's advisory work on share repurchases, dividend policies, IPO carve-outs, spin-offs and split-offs and origination for the business services, consumer/retail, financial sponsors and industrials sectors. Prior to his work at Lehman Brothers, Mr. Rossman was a corporate lawyer at Cleary, Gottlieb, Steen & Hamilton in their New York and Brussels offices, specializing in capital markets, mergers and acquisitions and debt restructuring.
Mr. Rossman also served as Head of Capital Markets for the Americas at HSBC and Head of U.S. Equity Capital Markets at Macquarie Capital Advisors.
Mr. Rossman is the Chairman of the Board of Trustees for the Brooklyn Historical Society and is on the Board of Advisors of the Institute of Law and Economics at the University of Pennsylvania.
Mr. Rossman earned a B.A. cum laude in English from Kenyon College in 1985, an M.A. in English from The University of Virginia in 1988, and a J.D. cum laude from New York University School of Law in 1993.