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Hot Topics in Mergers & Acquisitions 2017

Speaker(s): Ann Beth Stebbins, Anne C. Foster, Damara L. Chambers, Damien M. Fisher, Darren G. Heil, Dusty Philip, Eric L. Schiele, Gayle K. Turk, Jennifer S. Conway, Logan M. Breed, Mark T. McMaster, Melissa Sawyer, Meredith L. Cole, Nina L. Flax, Patricia Brink, Paula Howell Anderson, Phillip R. Mills, Priya Dogra, Sara B. Zablotney, Sarkis Jebejian
Recorded on: Sep. 26, 2017
PLI Program #: 185344

Logan Breed has handled many of the most cutting-edge antitrust reviews of mergers and acquisitions since 2002, as well as numerous non-merger conduct investigations and antitrust litigation matters. He has particular experience with issues at the intersection of antitrust and intellectual property law.

Logan's broad industry experience includes computer software and hardware, e-commerce, telecommunications, media and entertainment, consumer products, and defense. He also counsels clients on a wide variety of issues, including joint ventures and other strategic alliances between competitors, antitrust compliance, pricing, distribution, and distributor and dealer relations, and consumer protection matters.

The National Law Journal recognized Logan as a "trailblazer" in the field of antitrust law in 2015. In 2013, Washingtonian Magazine named him one of the top antitrust lawyers in Washington, D.C. Global Competition Review has twice named Logan a finalist for global antitrust lawyer of the year under 40. Logan is ranked in Chambers USA and Legal 500 for antitrust. Logan is an authority in the antitrust bar, serving in the leadership of the American Bar Association Section of Antitrust Law and the International Bar Association Antitrust Committee. He speaks regularly around the world on antitrust issues and has published a number of articles on antitrust and other topics. His published articles have appeared in the Antitrust Law Journal, Antitrust Magazine, MergerMarket, the National Law Journal, various newsletters of the ABA section of Antitrust Law, the Intellectual Property & Technology Law Journal, and the Virginia Journal of International Law.

Jennifer S. Conway is a partner in Davis Polk & Wardwell LLP’s Executive Compensation Group. Her practice focuses on executive compensation and employee benefit matters, principally in connection with M&A transactions, spin-offs, initial public offerings, de-SPACs and other business transactions. Ms. Conway also regularly counsels public and private companies on the design, implementation and disclosure of equity and cash incentive compensation and retention programs and the negotiation of executive employment and separation agreements. 

Ms. Conway has been repeatedly recognized as a leading lawyer in employee benefits and executive compensation by Chambers USAThe Legal 500 US and The Best Lawyers in America.

Ms. Conway is from Charlottesville, Virginia. She received a B.S.F.S. cum laude from Georgetown University in 1996 and a J.D. from Columbia University School of Law in 2001, where she was a James Kent Scholar and Managing Editor of the Journal of Transnational Law

Ms. Conway joined Davis Polk as a partner in January 2022. Prior to that, she was a partner in the Executive Compensation and Benefits Department at Cravath, Swaine & Moore LLP. 

Melissa Sawyer is a partner in 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. Ms. Sawyer’s experience spans multiple industries, including consumer and retail, industrials, medtech and insurance.

Named 2020 “Dealmaker of the Year” by The American Lawyer, Ms. Sawyer 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 “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 Food & Beverage, one of Crain’s “Leading Women Lawyers in New York City” and was named “Dealmaker of the Week” by The American Lawyer. 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.

Ms. Sawyer has recently advised: Apollo Education, AT&T, BBA Aviation, CONMED, CPPIB, CSM Bakery, Diageo, DS Smith, FXI, GameStop, Novartis, OTPP, Sotheby’s, Tiffany & Co. and UnitedHealth.

Ms. Sawyer is currently a Lecturer in Law at Columbia Law School and a Fellow of the American Bar Foundation. Ms. Sawyer has participated in numerous panels for the Practising Law Institute and regularly writes for The M&A LawyerThe Deal Pipeline and LexisNexis.

Recent Publications

·       “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)


University of Virginia Law School, J.D. 2000

Washington and Lee University, B.A. 1997

Ann Beth Stebbins concentrates primarily on mergers and acquisitions. Ms. Stebbins spent eight years in the firm’s London office and has been involved in a variety of cross-border transactions representing acquirers, targets and financial advisors.

Ms. Stebbins lectures and participates in seminars on topics related to her practice. She was recognized as an Outstanding Women Leader by Georgetown University Law Center and was the 2018 recipient of the John Carroll Award, the highest honor bestowed upon a Georgetown alumnus. She also was named as one of The American Lawyer’s 2020 Dealmakers of the Year, and has been named as a Woman Dealmaker of the Year by The M&A Advisor and one of the Lawdragon 500 Leading Lawyers in America.

Ms. Stebbins’ representative transactions include:

  • Amylin Pharmaceuticals, Inc. in its $7 billion acquisition by Bristol-Myers Squibb Company;
  • Funds advised by Apax Partners LP in their acquisitions of:
    • CyberGrants Holdings LLC (pending), a developer of enterprise engagement and grants management software;
    • Nulo, Inc., a producer and distributor of premium pet food products;
    • ECI Software Solutions and the North American business of Exact Group B.V. and its subsequent sale to affiliates of private equity firm Leonard Green & Partners, L.P.;
    • a majority stake in Accenture LLP’s Duck Creek insurance software business;
    • a controlling interest in FULLBEAUTY Brands, Inc.;
    • Quality Distribution, Inc.;
    • Advantage Sales & Marketing from J.W. Childs Equity Partners and its subsequent sale to affiliates of Leonard Green & Partners, L.P. and funds advised by CVC Capital Partners Limited; and
    • Tivit, a leading technology service provider in Brazil;
  • Bally Technologies, Inc. in its $5.1 billion acquisition by Scientific Games Corporation, a supplier of instant-win lottery tickets and a manufacturer of lottery terminals;
  • Cineworld Group plc in its $3.6 billion acquisition of Regal Entertainment Group;
  • Colfax Corporation in the sale of its fluid handling products to CIRCOR International, Inc. and its acquisition of Victor Technologies Group Inc. from Irving Place Capital;
  • Empresas Polar S.A. in connection with the formation of a joint venture with PepsiCo, Inc. and Grupo Embotelladoras Unidas, S.A.B. de C.V. to manufacture and distribute beverages in Mexico;
  • Gucci Group N.V. in its successful defense against a hostile takeover attempt by LVMH Moët Hennessy Louis Vuitton S.A.; and its independent directors in connection with Pinault-Printemps-Redoute’s acquisition of the publicly held shares of Gucci; and in numerous acquisitions of European luxury goods companies, including Sanofi Beauté (which includes the Yves Saint Laurent clothing and perfume businesses), Balenciaga S.A., Stella McCartney Ltd., Alexander McQueen Ltd. and Bedat S.A.;
  • J. C. Penney Company, Inc. in its acquisition of the Liz Claiborne and Monet trademarks from Liz Claiborne, Inc.;
  • Pharmaceutical Product Development, Inc. in its $3.9 billion sale to The Carlyle Group and Hellman & Friedman;
  • SeaCube Containers, Ltd. in its $1.7 billion acquisition by Ontario Teachers’ Pension Plan;
  • the independent members of the board of directors of Time Warner Cable Inc. in its acquisition by Charter Communications;
  • WABCO Holdings Inc. in its $7 billion acquisition by ZF Friedrichshafen AG; and
  • ZeniMax Media Inc. in its $7.5 billion acquisition by Microsoft Corporation.

Darren Heil is a Managing Director in the Corporate Finance Advisory group of the Investment Bank of J.P. Morgan Securities LLC, where has worked since 2007.  Darren focuses on tax and transaction structuring for securities offerings, financial products and mergers and acquisitions, including spin-offs and split-offs, taxable and tax-efficient acquisitions and cross-border transactions

Prior to joining J.P. Morgan Darren was as a tax attorney at Cravath, Swaine & Moore LLP, where he worked alongside his highly esteemed and more accomplished fellow panelists Lew Steinberg, Will Dixon and David Dubner.

Prior to joining Cravath, Darren attended law school at Georgetown University where he was introduced by Martin Ginsburg to the fascinating puzzle that is U.S. corporate tax

Prior to attending law school, the only interesting thing Darren did was to spend 2+ years as a Peace Corps Volunteer in Nepal, teaching English and managing small-scale infrastructure projects in a Himalayan village.

Eric Schiele is a corporate partner in the New York office of Kirkland & Ellis LLP, and serves as a member of the Firm's Executive Committee. His practice encompasses M&A and public company board and special committee advisory work, as well as hostile takeover and hedge fund activism defense. Over the course of his career, Eric has advised on announced M&A transactions with an aggregate value of over $1 trillion.

Eric has been repeatedly recognized as a leading lawyer in mergers and acquisitions. In 2020, Eric was one of six M&A attorneys nationwide chosen as a Law360 MVP, and one of seven attorneys nationwide chosen by The American Lawyer as a finalist for its 2020 “Corporate Lawyer of the Year” award. He was recognized for his M&A work by Chambers USA: America’s Leading Lawyers for Business from 2015 through 2021. Eric was also recognized by IFLR1000 from 2015 through 2021 and was named to Lawdragon’s list of the “500 Leading Lawyers in America” in 2016, 2017, 2020, and 2021. He has also been recognized by The Legal 500 for his transactional work in the media and entertainment industry in 2017 and 2018, for his work on mergers & acquisitions (large deals – $1bn+) in 2018 through 2020, for his transactional work in the telecoms and broadcast industry in 2014 and 2017, and for his transactional work in the technology industry in 2015.

Eric is a frequent speaker on M&A topics, including co-chairing PLI’s Hot Topics in Mergers and Acquisitions conferences from 2014–2020 and chairing its Shareholder Activism conference in 2016 and co-chairing it in 2018 and 2019.

Eric graduated summa cum laude from Ohio Wesleyan University and earned his J.D. with the highest honors from The University of Texas at Austin School of Law.

Gayle Turk is a Partner at Centerview Partners where she is one of the leaders of the firm’s work in the general industrials sector.  For over 20 years, Ms. Turk has advised companies on strategic and M&A matters, including buy-side, sell-side, spin-offs, split-ups, special committee assignments, strategy development, investor messaging and shareholder activism.  At Centerview, she has completed significant transactions for some of the largest companies in the industrial space, including Honeywell, Emerson, Johnson Controls, Dover, 3M and General Electric.   

Prior to joining Centerview Partners, Ms. Turk was a Managing Director at Evercore Partners where she was an M&A specialist with experience in a broad range of sectors.  Ms. Turk started her career at McKinsey & Company, where she focused on strategy, marketing and operations for consumer companies.

Ms. Turk received a B.A. magna cum laude from Harvard University, and an M.B.A. with honors from Harvard Business School.  She is a member of the Council on Foreign Relations and the Dean’s Advisory Council at the Radcliffe Institute for Advanced Studies at Harvard University.  Gayle resides in New York City with her husband and daughter. 

Mark McMaster is Vice Chairman of Investment Banking and Head of the Global Industrials Group at Lazard.  Mark is a member of the firm’s Investment Banking, Opinion and Deputy Chairman Committees.

Since joining Lazard in 1988, Mark has been involved in many of the firm’s most complex strategic advisory assignments. He brings a unique perspective to Lazard’s advisory practice, having spent the majority of his career working with a broad range of clients across industries. His transaction experience includes domestic and cross border mergers, acquisitions, divestitures, leveraged buy-outs, restructurings, and capital raises, as well as a significant number of contested situations.

Selected recent transactions include: Sale of Harman International to Samsung Electronics; Merger of Tyco with Johnson Controls; Xylem’s acquisition of Sensus; Dover’s acquisition of Wayne Fueling Systems; Xerox’s Separation into two publicly traded companies; Coca-Cola Enterprises’ three-way merger to form Coca-Cola European Partners; Pitney Bowes’ acquisition of Borderfree; Engility Holdings’ acquisition of TASC; Siemens’ acquisition of Dresser-Rand; ZF’s acquisition of TRW Automotive; Sale of Firth Rixson to Alcoa; Hertz’s acquisition of Dollar Thrifty; The RMT merger of PPG's commodity chemicals business with Georgia Gulf Corporation; The RMT merger of Tyco's Flow Control business with Pentair; Tyco’s separation into three publicly traded companies; ITT’s separation into three publicly traded companies; Sale of CCE’s North American bottling operations to The Coca-Cola Company; Sale of Trane to Ingersoll-Rand; American Standard’s three-way separation.

Prior to joining Lazard, Mark was with Credit Suisse First Boston.

University of Southern California, B.S. in Business Administration with a concentration in Finance

Meredith L. Cole, CFA, heads the Investor Relations/Analytics practice.  Working with shareholders, custodians, central depositories and vote execution services on numerous solicitations for over 20 years, she has developed an expertise in global voting systems and the custodial chain of shareholdings. Her in-depth knowledge of DTC settlement trends and activist trading patterns enables Innisfree to accurately monitor shareholder trading activity and to identify potentially hostile positions and, where activist accumulations lead to full-blown proxy contests, to work with issuers to develop a specifically targeted outreach/solicitation strategy to maximize the probability of success.

Recent activist situations she has worked on include: the defense of ADP in its proxy contest against Pershing Square; Qualcomm in its proposed acquisition of NXP Semiconductor and simultaneous defense of an unsolicited proposal by Broadcom; the successful merger vote at Samsung C&T over the opposition of Elliott Associates; the defense at DuPont against the proxy contest waged by Trian Partners; the defense at Allergan against the unsolicited offer by Valeant Pharmaceuticals and Pershing Square Capital Management; the proxy contest by Third Point LLC at Sotheby’s; the acquisition of Dell Inc. by Michael Dell and Silver Lake Management despite opposition by Carl Icahn and Southeastern Asset Management; the defense at Agrium against JANA Partners’ proxy contest; and the defense at Oshkosh Corporation against a proxy contest and unsolicited tender offer by Carl Icahn.

Ms. Cole received a B.S.B.A. with a concentration in finance from Georgetown University. She holds the Chartered Financial Analyst® designation and is a member of the CFA Society New York, National Investor Relations Institute, and New York Society of Securities Analysts.



Paula Anderson is a partner in the firm’s Litigation Group.  Her experience is broad, with an international focus, and encompasses a wide range of areas, including Foreign Corrupt Practices Act (“FCPA”) investigations and compliance due diligence, cross-border disputes, corporate governance, bankruptcy litigation, antitrust, M&A-related litigation, and international arbitration.  Her clients have included global leaders in the finance, insurance, automotive, telecommunications, oil and gas, engineering, media and entertainment, consumer goods, and manufacturing industries. 

In 2013, Ms. Anderson was named to New York Law Journal’s inaugural “2013 Rising Stars” list. In 2012, she was awarded the National Organization of Women’s “2012 Women of Power and Influence Award,” and was named to Crain’s NY Business Magazine’s “40 Under 40” list of top achievers under the age of 40.  In 2016, Ms. Anderson was recognized by Benchmark Litigation in its inaugural “Under 40 Hot List” and was honored by The Network Journal with its 40 Under Forty Achievement Award.  She has been recognized by Legal 500 as a Rising Star and was most recently named to Savoy Magazine’s list of “2018 Most Influential Black Lawyers.”

Recent Experience Includes Representation of:

  • General Electric Company in connection with shareholder litigation and an appraisal action arising from the multi-billion dollar transaction in which GE’s Oil and Gas business combined with Baker Hughes, Inc.
  • A global investment banking firm in an action by the shareholders of Zale Corp. for alleged aiding and abetting breaches of fiduciary duty by Zale’s Board of Directors in connection with Zale’s$1.46 billion acquisition by Signet Jewelers Ltd.
  • Albemarle Corp. in a multi-district shareholder class action and appraisal action challenging its $6.2 billion acquisition of Rockwood Holdings
  • Liberty Global, Inc. in a shareholder class action challenging its $23 billion acquisition of Virgin Media Inc.
  • Synthes, Inc. and its directors in a shareholder class action challenging the company’s $20 billion acquisition by Johnson & Johnson
  • A global telecommunications company in a due diligence corruption investigation of its Latin American subsidiary in connection with a proposed acquisition


Harvard Law School, J.D., 2001
John Jay College of Criminal Justice, B.A., summa cum laude, 1998 Class Valedictorian

Sara Zablotney is a tax partner in the New York office of Kirkland & Ellis LLP. She is widely recognized as one of the top transactional tax lawyers in the country. Her practice is broad-based and encompasses all manner of complex transactions, focusing on the tax aspects of mergers, acquisitions, divestitures, joint ventures and spin-offs, both domestic and cross-border. She also advises clients on the tax aspects of securities issuances, bankruptcy and restructuring. Chambers USA has praised her as “practical, quick on her feet and proactive” and “extremely knowledgeable with good judgment.” Sara has been recognized by Chambers USA for Tax [NY] from 2017–2020, as a “Rising Star” by Law360 for Tax Law in 2014, and is recommended by The Legal 500 U.S.   Sara received her B.A. from Duke University (magna cum laude) in 1999 and her J.D. from New York University School of Law (cum laude) in 2002, where she received the Leonard J. Schreier Memorial Prize in Ethics and the Norma Z. Paige Award.  She speaks frequently on topics relating to mergers and acquisitions and private equity.  She is a member of the New York State Bar Association Tax Section’s Executive Committee, where she is Co-Chair of the Partnerships Committee.  She currently sits on the Advisory Board for the Kenan Institute of Ethics at Duke University, and formerly sat on the Advisory Board for the Sarah P. Duke Gardens.

Sarkis Jebejian is a corporate partner in Kirkland’s New York office and focuses his practice primarily on mergers and acquisitions, governance and other general corporate counseling, including shareholder activism defense. Sarkis’s clients include Accenture, Bain Capital, Infineon Technologies, Lazard, Moelis & Co., Nexstar Media, Spectrum Brands, Vista Equity Partners and WellCare Health Plans.

Sarkis has been repeatedly recognized as one of the country’s leading practitioners in mergers and acquisitions. From 2013 to 2019, Chambers USA recognized him as among the best lawyers in the country for Corporate/M&A and he was highlighted by clients for being “very responsive and thoughtful,” while Chambers Global mentioned he is “always offering a practical approach to solving problems, and has excellent domain experience.” He was chosen by Law360 as a 2017 MVP for being “at the forefront of some of the biggest transactions in the past year.” He was also recognized in the 2009–2010 and 2013–2019 editions of The Legal 500 U.S.

Sarkis is a member of the Board of Trustees and Secretary of Carnegie Hall, which is dedicated to presenting extraordinary music to the widest possible audience with performances, educational programs and the cultivation of new artists. Sarkis received his J.D. from Columbia Law School and his B.A. from Columbia College.

Damara Chambers is a partner in the Washington office of Latham & Watkins and co-leads Latham’s CFIUS & US National Security Practice. She focuses her practice on cross-border investment, international trade, and national security matters.

Ms. Chambers advises foreign and domestic clients on complex US national security regulatory issues involving:

  • Reviews conducted by the Committee on Foreign Investment in the United States (CFIUS);
  • Facility security clearances and the mitigation of foreign ownership, control, or influence (FOCI);
  • US export controls; and 
  • US economic sanctions.

Ms. Chambers has extensive experience representing clients in all aspects of national security reviews before CFIUS. She has represented clients in a variety of landmark CFIUS matters and brings experience in negotiating some of the most significant national security agreements with the US government.    

In her national security practice, Ms. Chambers also counsels clients on obtaining facility security clearances, adjudicating FOCI, and negotiating FOCI mitigation agreements with the Department of Defense’s Defense Counterintelligence and Security Agency (DCSA), the Department of Energy, and other cognizant security agencies under applicable national industrial security regulations. She also advises clients regarding negotiating, implementing, and complying with various types FOCI mitigation instruments.

In her export controls and sanctions practice, Ms. Chambers advises companies on:

  • Compliance with the Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and nuclear export controls administered by the Department of Energy and the Nuclear Regulatory Commission (NRC)
  • Economic sanctions administered by the Treasury Department’s Office of Foreign Assets Control (OFAC) 
  • Import and licensing requirements imposed by the Bureau of Alcohol, Tobacco, Firearms, and Explosives (ATF) 

She also frequently advises on export control and economic sanctions issues in mergers, acquisitions, and divestitures.

Ms. Chambers frequently speaks and writes on CFIUS and trade controls topics.

Ms. Chambers also represents clients in federal court litigation and maintains an active pro bono practice. Her work includes advising clients in victim compensation, interpleader actions, and immigration matters. 

Ms. Chambers has earned widespread recognition for both her commercial and pro bono work. She has consistently been ranked in Chambers USA and Chambers Global for her work on CFIUS and FOCI matters. Her honors also include being named a Top Advisor by Foreign Investment Watch in 2020 and 2021 and a 2015 Pro Bono Publico Award honoree by the Legal Aid Society. 

Ms. Chambers began her legal career as a law clerk to Judge Juan R. Torruella on the United States Court of Appeals for the First Circuit. 

Prior to entering the practice of law, Ms. Chambers served as a US Navy Officer in the Naval Nuclear Propulsion Program. She has held other positions within the federal government as well, including Special Assistant to the Secretary of Energy and Legislative Fellow with the US Senate Committee on Finance.

Damien is a member of J.P. Morgan’s Global Mergers and Acquisitions group in New York with particular responsibility for the Real Estate, Gaming & Lodging and Homebuilding sectors but has transaction experience across industries and geographies. Damien is also a member of J.P. Morgan’s corporate defense and shareholder activism practice.

Damien joined the Mergers and Acquisitions Group in 2009 and has execution experience in public and private company acquisitions and divestitures, leverage/management buyouts, minority buy-ins and special committee assignments and activism / corporate defense situations.

Damien is a Swiss citizen with Swedish and Australian nationality. He received his MBA/MA from the Wharton School, University of Pennsylvania and the Lauder Institute and also holds a MSc in Computer Science from Zurich University.

Selected Real Estate, Gaming & Lodging and Homebuilding transaction experience:

Real Estate/REITs

  • Regency combination with Equity One - $17bn
  • Post Properties sale to Mid-America - $6bn
  • Cousins Property merger with Parkway Properties - $7bn
  • Inventrust’s sale of University Housing to GIC/CPPIB - $1.4bn
  • Arbor Realty’s acquisition of Arbor Comm. Mortgage
  • Strategic Hotels sale to Blackstone - $6bn
  • Chambers Street’s merger-of-equal with Gramercy - $6bn
  • Trade Street’s sale to Independence Realty - $700mm
  • Macerich hostile defense (Simon Property Group) and activism defense (Orange Capital / Land & Building)
  • Strategic Hotels activism defense vs. Orange Capital
  • CCA ‘s $3.8bn REIT conversion vs. Convex’ activist campaign
  • IRM’s $4bn REIT conversion and $380mm sale of its Digital Business in vs. Elliott Associate’s proxy fight


  • Standard Pacific’s merger-of-equals with Ryland - $8bn

Healthcare & Healthcare Real Estate

  • Ventas acquisition of Wexford Life Science and Medical Real Estate - $1.5bn
  • Blackstone’s acquisition of Biomed - $8bn
  • American Realty Capital Healthcare’s sale to Ventas - $2.6bn
  • HTA’s acquisition of Medical Office portfolio
  • Skilled Healthcare’s merger with Genesis
  • Vanguard’s sale to Tenet - $4.3bn
  • Washington REIT’s sale of Medical Office portfolio - $0.5bn


  • El Dorado Resorts acquisition of Isle of Capri Casinos - $3bn
  • MGM’s carve-out of controlled REIT, MGM Growth Properties
  • MGM activism defense vs. Land & Building
  • Scientific Games’ acquisition of Bally Technologies - $5.1bn

Business & Real Estate Services

  • DTZ’s (TPG) acquisition of Cushman & Wakefield - $2.0bn
  • Cassidy Turley’s sale to DTZ (TPG/PAG)

Dusty is Co-Chairman of Global Mergers & Acquisitions (M&A).  Previously, he was global co-head of the Industrials Group and co-head of M&A Americas.  He joined Goldman Sachs in M&A in 1991.  Dusty was named managing director in 1999 and partner in 2000.  Dusty was named top Industrials M&A “Rainmaker” and one of the Top 50 M&A “Rainmakers” on Wall Street by Dealmaker Magazine in 2007.

Mr. Mills is a partner in Davis Polk’s Mergers and Acquisitions Group, advising on domestic and cross-border transactions for public and private companies across all industries. He also advises on stockholder activism, corporate governance, fiduciary duties and takeover defense.

Work Highlights

  • PartnerRe’s contested merger of equals with AXIS Capital and subsequent sale to EXOR
  • Emerson’s:
    • Disposition of its network power and power transmission solutions businesses
    • Acquisition of Pentair’s Valves & Controls business
    • Successful hostile acquisition of Chloride Group plc
  • Heineken’s acquisition of Brasil Kirin from Kirin
  • MHR Fund Management with respect to Lions Gate Entertainment and its acquisition of Starz
  • Royalty Pharma’s hostile bid for Elan
  • Mitsubishi Leasing’s acquisition of Jackson Square Aviation
  • Dalian Wanda’s acquisition of AMC Entertainment
  • Cigna’s acquisition of HealthSpring
  • Citigroup’s rescue transaction with Wachovia
  • Various transactions for Emerson Electric, Comcast, Roche and ImClone Systems
  • Financial advisory assignments for J.P. Morgan, Morgan Stanley, Deutsche Bank and Lazard


Mr. Mills is recognized for his work in the legal industry:

  • The American Lawyer – “Dealmaker of the Week,”2015 and 2011

He is consistently recognized as a leading M&A lawyer in several legal industry publications, including:

  • Chambers Global
  • Chambers USA
  • IFLR1000

Of Note

Current Memberships

  • Member, American Intellectual Property Law Association
  • Member, American Bar Association
  • Member, New York City Bar

Past Membership

  • Trustee, The Cathedral School, 2006-2009
  • Member, Board of Directors, Foreign Policy Association
  • Member, Executive Committee, Foreign Policy Association


  • Partner, 1993-present
  • Associate, 1986-1993

Bar Admissions

  • State of New York


  • B.Com., University of Queensland, 1980
  • LL.B., University of Queensland, TC Beirne School of Law, 1982
    • First Class Honours

Priya oversees Time Warner’s global mergers and acquisitions efforts. In this role, she supports the company’s long-term corporate strategies by identifying and developing growth opportunities as well as defining capital allocation priorities.

Priya joined the Mergers & Acquisitions Group at Time Warner Inc. in 2009 and over the past eight years she has helped to originate, evaluate and execute critically important transactions across the company. These have included corporate-level transactions such as the recent merger of Time Warner with AT&T as well as divisional acquisitions and investments in production assets, television networks, digital media and over-the-top assets globally.

Prior to Time Warner, Priya was a Vice President in the Technology, Media and Telecom Investment Banking Group at Citigroup where she spent seven years based out of the New York, London and Toronto offices.

Priya received a B.Sc. (honors) degree from the University of Toronto where she majored in Commerce and Computer Science.

ANNE C. FOSTER has over thirty years of experience representing clients in corporate and commercial litigation matters, including the representation of corporations, members of boards of directors, and substantial stockholders in litigation concerning mergers and acquisitions, corporate governance, and fiduciary duties. She also advises clients regarding indemnification and advancement issues and other matters relating to the General Corporation Law of the State of Delaware. Anne has also represented numerous clients in special committee matters, including investigations in response to stockholder demands and regarding compliance issues.

Anne is a member of the American Law Institute, and has served as a panelist and board member of the Weinberg Center on Corporate Governance at the University of Delaware.  A frequent speaker on issues relating to corporate litigation and ethics, she has co-taught classes at Columbia Law School and the University of Pennsylvania Law School.  Anne is a certified mediator with the Delaware Superior Court.

Nina Flax is a Corporate & Securities partner in Mayer Brown's Palo Alto office. Her practice focuses on M&A, joint ventures, venture capital investing, commercial transactions and general corporate matters.

Lauded by clients as "incredibly gifted" (Legal 500 US), Nina represents buyers and sellers in connection with domestic and international stock and asset acquisitions and divestitures as well as mergers. She assists clients in negotiating and establishing domestic and international joint ventures and consortiums. She represents clients in connection with financing of startups as well as founds in the formation of startups and in exit transactions. Nina also counsels clients regarding commercial transactions, including intellectual property licenses, co-development agreements, application integration agreements and technology alliance agreements.

Nina represents US, foreign and multinational corporations, private equity firms and other public and private entities across a wide range of industries, including technology, IoT, SaaS, financial services, mobility, professional services, hospitality and leisure, gaming, agribusiness, and chemicals industries.

Nina is an active member of Mayer Brown’s Committee on Diversity and Inclusion and Mayer Brown’s Recruiting Committee.

Patricia Brink is the Director of Civil Enforcement at the Department of Justice’s Antitrust Division. As the Director of Civil Enforcement, Patty supervises the Division’s merger and civil non-merger investigations, including reviewing all proposed remedies and coordinating any international cooperation for civil matters. She is an active participant in the ICN’s Merger Working Group and has engaged in technical assistance consultations through the OECD and in several countries, including China and India. Prior to joining the Office of Operations, Patty was in the Networks and Technology Enforcement Section of the Antitrust Division and was Special Counsel for Microsoft Decree Enforcement.  She joined the Antitrust Division in 1989 after graduating from University of California, Davis King Hall.