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Doing Deals 2021: The Art of M&A Transactional Practice


Speaker(s): Akin Harrison, Brett K. Shawn, David M. Rievman, Eliot Cotton, Igor Kirman, Jane Greyf, Jenny Hochenberg, Karla C. Robertson, Louis Goldberg, Melissa A. DiVincenzo, Melissa Sawyer, Salvatore Gagliardi, Trevor S. Norwitz
Recorded on: Mar. 3, 2021
PLI Program #: 303161

Akin Harrison serves as Senior Vice President, General Counsel and Secretary of TEGNA Inc. (NYSE:  TGNA), an innovative media company whose assets include 64 television stations in 51 markets across the country.  At TEGNA, Mr. Harrison has overall leadership responsibility for the company’s legal department, oversees TEGNA’s outside counsel relationships and advises the company’s Board of Directors and senior leadership team.  He also serves as a director of the TEGNA Foundation.

Prior to being named general counsel, Mr. Harrison held various positions of increasing responsibility with TEGNA and provided advice and support on a range of legal matters, including corporate governance, mergers and acquisitions, regulatory and securities law matters.

Before joining TEGNA (formerly Gannett Co., Inc.), Mr. Harrison was a corporate attorney with Weil, Gotshal & Manges in New York and Brobeck, Phleger and Harrison in Washington, DC, where his practice included representing Fortune 500 companies, venture capital firms and early stage companies in mergers and acquisitions, venture capital financings and corporate lending transactions.

Mr. Harrison earned his undergraduate degree in aerospace engineering from the University of Virginia and his J.D. from the University of Michigan Law School.

Mr. Harrison lives in Bethesda, MD with his wife and their three children.


Brett K. Shawn is based in New York, joined Warburg Pincus in 2015 and focuses on legal matters relating to the firm's investing activities. Prior to joining the firm, he was an Attorney focusing on Mergers and Acquisitions, Securities Law Matters, and Corporate Governance at Wachtell, Lipton, Rosen & Katz. Prior to attending law school, Mr. Shawn worked in the Asset Backed Securities Group at J.P. Morgan. Mr. Shawn received a B.A. in Economics and Philosophy from Columbia College and a J.D., magna cum laude from New York University School of Law. Mr. Shawn is a member of the New York Bar.


David Rievman, Global Head of Skadden’s Regulatory Practices, advises U.S. and international clients with respect to the tax aspects of complex transactions, including U.S. and cross-border mergers and acquisitions, financings, divestitures (including spin-offs), financial restructurings and recapitalizations, joint ventures and other business transactions. Mr. Rievman represents public corporations, privately held businesses, investment banks, and private equity and other sponsor entities. He repeatedly has been selected for inclusion in Chambers Global, Chambers USA, The Best Lawyers in America and Lawdragon 500 Leading Lawyers in Business.


Igor Kirman is a partner in the Corporate Department at Wachtell, Lipton, Rosen & Katz, where he focuses primarily on mergers and acquisitions, activism and takeover defense, corporate governance and general corporate matters. He has advised public and private companies, as well as private equity funds, in connection with mergers and acquisitions, divestitures, leveraged buyouts, joint ventures, cross-border deals, shareholder activism, takeover defenses and corporate governance matters.

Mr. Kirman is a frequent speaker at professional conferences, and has written articles in numerous professional publications on topics relating to mergers and acquisitions and corporate governance. He has been frequently recognized for achievement by professional organizations such as Chambers USA, New York Superlawyers, Who’s Who Legal and Best Lawyers in America.  He was twice named as Dealmaker of the Year by American Lawyer (2006 and 2015).

Mr. Kirman is the author of a book, “M&A and Private Equity Confidentiality Agreements” (Thomson Reuters). He is the chair of the Practising Law Institute’s annual “Doing Deals” program in New York and teaches a course on M&A as an adjunct at Columbia Law School.  He also serves on the Advisory Board of the Practical Law Company and on the Mergers & Acquisitions Advisory Board of Strafford Publications.

Mr. Kirman received a B.A. in Ethics, Politics and Economics magna cum laude from Yale University in 1993. He completed his J.D. at Columbia Law School in 1996, where he was notes editor of the Columbia Law Review.  He is involved in a number of civic institutions, including as a member of the Advisory Board of the Mount Sinai School of Medicine, a Trustee of the Trinity School, and a director of Renew Democracy Initiatives (RDI).  He was born in Ukraine and speaks Russian.

Education

Yale University, B.A. 1993, magna cum laude
Columbia Law School, J.D. 1996, (Notes Editor, Columbia Law Review)


Jane Greyf advises private equity firms, their portfolio companies, and corporate clients in M&A deals and other complex transactions.

Ms. Greyf draws on her sophisticated market knowledge and commercial savvy to help clients maximize the value of their corporate transactions across a range of industries, including the energy, technology, and general industrials sectors. She has particular experience representing leveraged buyout sponsors, venture capital funds, hedge funds, and other private equity investors and portfolio companies. Ms. Greyf’s work also encompasses fund restructurings and secondary transactions, as well as inbound investments into the United States by European and Asian funds.

Her practice includes advising on:

  • Buyouts
  • Acquisitions
  • Dispositions
  • Complex carve-outs
  • Equity investments
  • Joint ventures
  • Co-investments
  • Tender offers

Ms. Greyf also represents public and private companies in connection with corporate governance, securities law compliance, and general corporate matters.

Experience

Ms. Greyf’s experience includes representing:

  • Leeds Equity Partners in a number of transactions, including its:
    • Acquisition of LRN Corporation, a provider of ethics and compliance (E&C) knowledge solutions
    • Acquisition of VitalSmarts, a provider of corporate training and leadership development services
    • Acquisition of Scaled Agile, a provider of software and systems development consulting services
  • Energy Capital Partners in a number of transactions, including its:
    • Sale of Wheelabrator Technologies, an owner and operator of waste-to-energy facilities, to Macquarie Infrastructure Partners
    • Acquisition of Convergent Energy and Power, a developer of energy storage assets
    • Acquisition of CenterPoint Energy Services, a retail natural gas trading business, from CenterPoint Energy


Jenny Hochenberg is a partner in Cravath’s Corporate Department.  She focuses her practice on mergers and acquisitions, corporate governance matters and activist defense.  Ms. Hochenberg’s clients have included Atlas Air Worldwide, Cable One, Cincinnati Bell, CommScope, Crown Castle, IBM, Johnson & Johnson, Mylan, NCR, Pitney Bowes, Scientific Games, Time Warner, US Foods and Yahoo.

Ms. Hochenberg’s notable recent M&A transactions include representing:

  • Cincinnati Bell in its pending $2.9 billion acquisition by Macquarie Infrastructure;
  • IBM in its acquisition of TruQua and its acquisition of EZ Legacy;
  • Johnson & Johnson in its $6.5 billion acquisition of Momenta and Janssen Biotech’s $750 million acquisition of Bermekimab from XBiotech;
  • Scientific Games in the $925.5 million sale of a 34.9% stake to institutional investors, including Caledonia, its acquisition of Don Best Sports and its C$775 million acquisition of NYX Gaming Group;
  • Time Warner in its $109 billion sale to AT&T; and
  • US Foods in its $500 million convertible preferred equity investment from KKR and its $970 million acquisition of Smart Foodservice.

Ms. Hochenberg is a frequent speaker on mergers and acquisitions law.  In 2020, she presented on “Purchase Agreements & the Pandemic” and “When COVID-19 Impacts Your Deal: Evolving M&A Practices and Provisions” at webinars hosted by the American Bar Association, and participated in “Doing Deals 2020: The Art of M&A Transactional Practice,” a program presented by the Practicing Law Institute.  In addition, she has taught classes on M&A transactions at Columbia Law School, New York University School of Law, Stanford Law School and University of Pennsylvania Law School.

Ms. Hochenberg is involved in several initiatives dedicated to the advancement of women in the legal profession, and she supports DirectWomen, a national non-profit which works to increase the representation of women lawyers on corporate boards.

Ms. Hochenberg received an A.B. in Economics summa cum laude from Dartmouth College in 2006, where she was elected to Phi Beta Kappa, and a J.D. with distinction from Stanford Law School in 2009.

 

Ms. Hochenberg joined Cravath in 2009 and was elected a partner in 2017.


Melissa DiVincenzo is a partner in Morris Nichols’ Delaware Corporate Counseling Group. She provides advice on corporate governance matters and private and public corporate transactions, including initial public offerings, mergers, asset sales, domestications, dissolutions and financing transactions.

Her work also involves guiding Delaware corporations on the requirements of the Delaware General Corporation Law (“DGCL”), counseling boards of directors and board committees with respect to fiduciary duties, and providing formal legal opinions on issues of Delaware law.

In her M&A practice, Melissa provides advice regarding public and private company acquisitions, fiduciary duty and conflict issues, and Delaware aspects of equity acquisition financing. She also serves as counsel to special committees of the boards of directors of Delaware corporations, providing insight on matters of Delaware law.

Melissa is actively involved with the American Bar Association’s Mergers and Acquisitions Committee and serves as the co-chair of the Private Company Merger Agreement Working Group. Appointed by the Delaware Supreme Court, Melissa served on the Delaware Board of Bar Examiners from 2015-2017. She previously served on the Delaware Bar Association’s subcommittee on Sections 204 and 205 of the DGCL.

Melissa frequently speaks on Delaware corporate law issues with a focus on M&A developments, the changing litigation landscape, and technical guidance from the Delaware courts on drafting matters.

Before practicing law in Delaware, she earned her J.D., magna cum laude, from Dickinson School of Law of The Pennsylvania State University in 2001, where she served as comments editor of The Dickinson Law Review. She completed her undergraduate education at Mount Saint Mary’s University, receiving a B.A., magna cum laude, in English and History in 1998.


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. Ms. Sawyer serves as Chair of the Firm’s Knowledge Management Committee.

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 “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, a Fellow of the American Bar Foundation and a member of the Mergers, Acquisitions & Corporate Control Contests Committee of the New York City Bar Association. Ms. Sawyer 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

  • “Carve-Out Transactions: Key Seller Considerations,” Practical Law (2019)
  • “How to prepare for 2019’s proxy season,” Corporate Secretary (2018)
  • “When An Activist Designee Joins Your Board,” Law360 (2018)
  • “Facing activists on ESG,” IR Magazine (2018)
  • “Just Getting Started: M&A in 2017 and What to Expect in 2018,” The M&A Lawyer (2018)
  • “Steps to Succession: Planning Techniques for Latin American Family Businesses,” STEP Journal (2017)
  • “Getting to the Head of the Table,” Directors & Boards (2017)

Education

University of Virginia Law School, J.D. 2000
Washington and Lee University, B.A. 1997


Trevor Norwitz is a partner in the Corporate Department at Wachtell, Lipton, Rosen & Katz.  He has counseled businesses in connection with mergers, acquisitions, investments, divestitures, hostile takeover bids and defenses, proxy contests, joint ventures, spinoffs, financing transactions, and corporate governance and crisis management matters.

Selected recent representations by Mr. Norwitz include: S&P Global in its pending $44 billion merger with IHS Markit (and previously in its separation and sale of McGraw Hill Education, its joint venture with CME Group to form S&P/Dow Jones Indices, and several acquisitions); Whole Foods in its sale to Amazon.com; Medivation in its sale to Pfizer; Dollar Tree in its contested acquisition of Family Dollar; eBay in its spinoff of PayPal; numerous acquisitions for AT&T, Ventas, Novartis and Danaher; and activist campaign defenses for, among others, Dollar Tree, Whole Foods, eBay, Bed Bath & Beyond and McGraw Hill.

Mr. Norwitz has been teaching an M&A class at Columbia Law School for fifteen years.  He is past chair of the New York City Bar M&A Committee, is active on committees of the American Bar Association and International Bar Association, and served as a member of an international advisory group to the South African government on company law reform.  He is a regular speaker and panelist at professional conferences, and contributor to professional publications, on topics relating to M&A and corporate governance.  He is also active in pro bono and non-profit activities, including chairing the University of Cape Town Fund and Friends of Ikamva Labantu, and serving on the boards of DirectWomen and the Bernstein Institute of Human Rights at NYU Law School.

Born in Cape Town, South Africa, Mr. Norwitz received his Bachelor of Business Science from the University of Cape Town in 1986.  On a Rhodes Scholarship to Oxford University, he read law at Keble College, before completing an LL.M. at Columbia in 1990.  He joined the firm in 1994 and was named partner in 1998.


Mr. Cotton is a Principal and Assistant General Counsel of Riverstone. He is based in New York.

Prior to joining Riverstone in January 2018, Mr. Cotton was an attorney at Vinson & Elkins L.L.P., where he specialized in capital markets, mergers and acquisitions, private equity, fund formation and led the firm’s venture capital and emerging companies practice in the New York office.

Mr. Cotton received his B.A. from The University of Texas at Austin and his J.D. from The University of Texas at Austin School of Law. He is licensed to practice law in the state of New York.


Mr. Goldberg is co-head of Davis Polk's global Mergers and Acquisitions Group. He advises companies around the globe on their most significant public or private mergers and acquisitions transactions and board level matters. His practice also encompasses a full spectrum of corporate, strategic, defensive and crisis assignments ranging from advising on activist situations or unsolicited bids, special committee assignments or board investigations or governance advice, to spinoffs, joint ventures, carve-outs and private equity investments.

Work Highlights

Mr. Goldberg’s client representations include Alliance Data, Amdocs, Citigroup, Delta Air, ExxonMobil, Heineken, IHS Markit, Morgan Stanley, Ocado PLC, Pandora AG, Spirit Air, Syngenta AG and Williams Companies.

Deal Highlights

  • IHS Markit on its pending $44 billion merger with S&P Global
  • Williams on its $10.5 billion acquisition of all of the outstanding public common units of Williams Partners L.P.; buyout of Caiman Energy II; and $1.125 billion combined sale of assets and equity comprising Williams Partners L.P.’s Four Corners Area business in New Mexico and Colorado to Harvest Midstream Company
  • Ocado PLC in its acquisition of US robotics companies Kindred and Haddington
  • Syngenta in its:
  • $43 billion acquisition by ChemChina in the largest transaction by a Chinese company outside China
  • successful defense against an unsolicited bid by Monsanto
    • Citigroup on a series of strategic transactions, including its:
  • $306 billion loss protection guarantee program with the U.S. government
  • $52 billion capital realignment and its exit from its TARP U.S. government financial assistance
  • $4.25 billion sale of OneMain to Springleaf through a dual-track M&A and IPO process
    • Heineken in the acquisition of the second largest beer company in Brasil from its Japanese owner Kirin
    • Representing the U.S. national residential mortgage registration system (MERS) in its sale to Intercontinental Exchange (ICE)
    • Alliance Data on its acquisition of the Bread payment technology company
    • The Stewart family and Services Group of America on the $1.8 billion sale of its five operating companies collectively known as SGA’s Food Group of Companies to US Foods
    • Exxon in its acquisitions of Mobil and XTO Energy
    • The Cheney family and Cheney Foods in their equity financing from Clayton Dubilier
    • Ocado PLC in its acquisition of US robotics companies Kindred and Haddington
    • Dean Foods on its sale out of bankruptcy
    • Markit on its all-share merger of equals with IHS valued at more than $13 billion
    • Tom Glocer and Jim Rosenthal in the formation of BlueVoyant, a cyberthreat monitoring and intelligence business, and the roll-up of three acquisitions into BlueVoyant
    • Sale of Pharmerica to a consortium of KKR and Walgreens
    • CVS in its:
  • Contested acquisitions of Caremark and Longs Drugs
  • Acquisition of the Medicare Part D business of Universal American
  • Acquisitions of Eckerd and Albertson's
    • J.P. Morgan in its merger with Chase Manhattan Bank
    • Morgan Stanley on its:
  • Sale of its Global Oil Commodities business
  • Sale of TransMontaigne
  • $1.5 billion disposition of its Van Kampen investment management business
  • FrontPoint spinoff
  • Vikram Pandit in the formation of Old Lane and its sale to Citigroup

Recognition

Louis is consistently recognized as a leading M&A lawyer in various industry publications:

  • Chambers Global
  • Chambers USA
  • IFLR1000
  • Expert Guide to Banking, Finance and Transactional Law (Mergers and Acquisitions)

PROFESSIONAL HISTORY

  • Partner, 1997-present
  • Associate, 1989-1997


Salvatore (S.J.) Gagliardi is Vice President and Chief Counsel, Business Transactions and Manufacturing at Zoetis. He leads the legal team responsible for mergers, acquisitions, licenses and other strategic transactions, as well as global manufacturing and supply.  S.J. joined Zoetis in 2012, shortly before its separation from Pfizer.  Prior to joining Zoetis, S.J. was a corporate associate in the mergers & acquisitions group at Simpson Thacher & Bartlett in New York.  S.J. received a J.D. from the University of Virginia Law School and a B.A. from Dartmouth University.

About Zoetis

Zoetis is the leading animal health company, dedicated to supporting its customers and their businesses. Building on more than 65 years of experience in animal health, Zoetis discovers, develops, manufactures and commercializes medicines, vaccines and diagnostic products, which are complemented by biodevices, genetic tests and a range of services. Zoetis serves veterinarians, livestock producers and people who raise and care for farm and companion animals with sales of its products in more than 100 countries.


Karla C. Robertson currently serves as executive vice president, general counsel and secretary of Pentair plc.  Pentair delivers a comprehensive range of smart, sustainable water solutions to homes, business and industry around the world.  Pentair operates from approximately 120 locations in 25 countries and with approximately 9500 employees. Pentair’s 2019 revenue was $3 Billion, and it trades on the NYSE under the ticker symbol PNR.  Before joining Pentair in 2017, Ms. Robertson served as executive vice president, general counsel and corporate secretary of SUPERVALU Inc., which was, at the time, one of the largest publicly traded food wholesale distributors in the United States.  Ms. Robertson also held a variety of positions in the legal department at SUPERVALU before becoming general counsel.  Prior to working at SUPERVALU, Ms. Robertson was in-house counsel at Target Corporation, worked in private practice at Faegre & Benson LLP (currently Faegre Drinker Biddle & Reath LLP) and served as a judicial law clerk for the United States District Court for the Southern District of Iowa. Robertson holds her J.D. from the University of Denver College of Law and her B.A. from the University of Minnesota, Twin Cities.  Ms. Robertson is also involved in civic life in the Twin Cities, serving on the Board of Directors for the ACLU of Minnesota Foundation.