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Acquiring or Selling the Privately Held Company 2014

Speaker(s): Ackneil M. Muldrow III, Andrew W. Ment, David A. McManus, David W. Pollak, Dieter Schmitz, J. Mark Poerio, Judith L. Church, Kevin M. Schmidt, Marie L. Gibson, Marshall Heinberg, Matthew P. Salerno, Melissa Sawyer, Michael S. Sackheim, Vincent R. Martorana
Recorded on: Jun. 5, 2014
PLI Program #: 50668

Ackneil M. (Trey) Muldrow III, Partner in Charge of the New York office at Akin Gump Strauss Hauer & Feld LLP. He principally focuses his practice on merger and acquisition transactions and corporate governance counseling.

Trey draws on more than two decades of legal experience when sharing legal advice with clients in facilitating complex domestic and international commercial transactions. His transactional experience includes mergers and acquisitions, divestitures, joint ventures and control investments across a variety of industries. Trey’s client relationships include a broad range of corporations and financial sponsors, including investment funds, sovereign and fundless sponsors, as well as business development companies.

In addition to his transactional matters, Trey is frequently called upon to advise senior executives and boards of directors of private and exchange listed companies on sophisticated corporate governance matters as well as with respect to compliance with the federal securities laws. He is recognized as a leading lawyer advising on restructurings of private equity and other investment vehicles, and has led a number of high-profile and precedent-setting transactions.

Education: J.D., University of Virginia School of Law, 1995; A.B., Princeton University, 1992; Bar Admissions, New York.

Corporate • Mergers and Acquisitions • Corporate Governance • Private Equity • Special Situations

Andrew Ment’s practice focuses on mergers and acquisitions and private equity transactions.  Mr. Ment’s M&A experience includes public and private acquisitions and divestitures, leveraged buy-outs, “going private” transactions and joint ventures.  Mr. Ment also practices in the area of corporate finance, where his experience includes syndicated lending, royalty sales & financings, registered offerings, and private placements.

Representative Matters

  • Forest Laboratories, Inc. in its up to $1.4 billion acquisition of Furiex Pharmaceuticals, Inc., its $1.2 billion acquisition of Clinical Data, Inc. and its $357 million acquisition of the U.S. patents and other US and Canadian intellectual property related to Bystolic®.
  • eScreen, Inc. in its sale to Alere, Inc. for $270 million upfront and up to $70 million in contingent payments.
  • Bristol-Myers Squibb Company in its acquisition of Amira Pharmaceuticals for $325 million upfront and up to $150 million in contingent payments.
  • Procter & Gamble in the $3.1 billion sale of its pharmaceuticals business to Warner-Chilcott.
  • Snow Phipps Group in its acquisition of Service Champ, Inc. and in its acquisition of Acentia (formerly ITSolutions) and multiple follow-on acquisitions by the Acentia portfolio company.
  • Oregon Steel Mills, Inc. in its $2.3 billion merger into Evraz Group S.A.
  • Abbott Laboratories in its $3.7 billion acquisition of Kos Pharmaceuticals, Inc.
  • Kerr-McGee Corporation in its $18 billion merger into Anadarko Petroleum Corporation.

Previous Experience
Economic Consulting Services Inc., Staff Economist (1993-1995)

Honors and Rankings
Legal 500 US, Mergers, Acquisitions & Buyouts: M&A (2013-2014)

David W. Pollak has more than 30 years of experience as a corporate lawyer. He represents clients in merger and acquisition transactions and public and private offerings of securities, including initial public offerings. David works closely with life sciences, financial services, technology, information services, and investment banking clients, and represents private equity firms. David serves as the firm’s Managing Partner of Operations, responsible for the firm’s financial performance, and is a member of the firm's Management Committee.

David served as leader of the firm’s business and finance practice for seven years, an elected member of the firm’s Compensation Committee for eight years, and an Advisory Board member for six years. He teaches a third-year course in negotiating skills in the context of M&A and securities transactions as an adjunct professor at New York University School of Law.



Represented Cambridge Global Payments in its sale, for approximately C$900 million, to Fleetcor.

Represented Mercury Payment Systems in its sale, for approximately $750 million, to Silver Lake Partners.

Represented Health Net, Inc. in its $6.8 billion cash and stock merger with Centene Corporation.

Represented Nash Finch Company in its $1.3 billion merger with Spartan Stores Inc.

Represented Electra Ltd. in its acquisition of Gilston Electrical and Hellman Electric.

Represented Anterios, Inc. in its sale to Allergan.

Represented Portware in its sale for $265 million to FactSet.

Represented BlackBerry in its acquisition of AtHoc, Inc.

Represented BlackBerry in its acquisition of WatchDox, Inc.

Represented BlackBerry in its acquisition of Movirtu Limited.

Represented Conifer Securities in its sale to The Carlyle Group.

Represented SpartanNash in its acquisition of Caito.

Represented SpotOn Transact in its acquisition of EmaginePOS Inc.

Represented FastPay in its acquisition of AnchorOps.

Represented Nash Finch Company in its asset acquisition of Bag 'N Save.

Represented BlackBerry in its sale of its subsidiary, Newbay Software Limited.



University of Chicago Law School, J.D.

Princeton University, A.B., summa cum laude

Kevin Schmidt is a corporate partner in the Mergers & Acquisitions Group and is Co-Head of the firm's Private Equity Group. He has worked extensively on acquisitions, divestitures and joint ventures, including cross-border transactions for both private equity and corporate clients. Mr. Schmidt is recognized as a leading lawyer for mergers and acquisitions in the private equity sector by Chambers USA (2013), where sources say that he is “smart, efficient and thoughtful.” He is recommended by Chambers Global (2013) for private equity buyouts and The Legal 500 US (2013) for M&A mega-deals and private equity buyouts. He is also recognized as a leading M&A lawyer by IFLR1000 (2014) and was named a 2014 M&A client service “all-star” in a nationwide in house counsel survey published by BTI Consulting.

Mr. Schmidt has spoken at a variety of seminars regarding recurring M&A issues.  He is a contributing author of The Private Equity Primer: The Best of the Debevoise & Plimpton Private Equity Report and the Debevoise & Plimpton Private Equity Report.  He is also the author of “Defining the Terms," The Deal, "Big Game Hunting,” The Deal and “Navigating Conflicts on Boards of Portfolio Companies,” The Corporate Governance Advisor.  Mr. Schmidt is a regular contributor to programs at the Practicing Law Institute.

Mr. Schmidt joined Debevoise in 1994 and became a partner in 2002.  He received his J.D. with high honors from Rutgers School of Law in 1994, where he was Order of the Coif, and his B.A. summa cum laude from Jersey City State College in 1989.

Marie L. Gibson is a corporate partner in Skadden’s New York office, who concentrates primarily on mergers and acquisitions and general corporate matters. She has represented acquirers, targets and financial advisors in U.S. and international mergers and acquisitions, including public and private transactions as well as negotiated and contested acquisitions. Her experience includes proxy contests, corporate governance advice, work with distressed businesses and other general corporate matters. Although her practice is broad-based, she has extensive experience in the health care and energy industries. In 2011, Ms. Gibson was named “Woman Dealmaker of the Year” by The M&A Advisor.

Significant representations include:

  • Anheuser-Busch InBev in its $20.1 billion acquisition of the remaining stake of Grupo Modelo, S.A.B. de C.V. not previously owned by it;
  • DigitalGlobe, Inc., a provider of earth imagery and geospatial information solutions, in its $900 million merger with GeoEye, Inc., an information technology provider for the aerospace and defense industry;
  • Valeant Pharmaceuticals International, Inc. in multiple acquisitions and licensing agreements, including its pending $8.7 billion merger with Bausch & Lomb; its
  • $440 million acquisition of Obagi Medical Products; its $312 million acquisition of OraPharma from Water Street Healthcare Partners, LLC; its $425 million acquisition of Dermik, a developer of dermatological products, from sanofi-aventis; the
  • $345 million acquisition of Ortho Dermatologics from Janssen Pharmaceuticals, Inc., an affiliate of Johnson & Johnson; its acquisition of the North American rights to Elidel® and Xerese™ from Meda AB; and the $300 million acquisition of the U.S. and Canadian rights to Zovirax® from GlaxoSmithKline plc;
  • Mylan Laboratories Inc. in a variety of matters, including its pending $1.6 billion acquisition of the Agila injectables businesses from Indian pharmaceutical company, Strides Arcolab Limited; its acquisition of India-based Matrix Laboratories Ltd.; its attempted acquisition of King Pharmaceuticals; and its defense against an unsolicited offer by Carl Icahn to acquire Mylan and in a related proxy fight;
  • Castle Harlan, Inc., a private equity firm, in its acquisition of Securus Technologies, Inc. from H.I.G. Capital, LLC, as well as in its acquisition of IDQ Holdings, Inc. from Arsenal Capital Partners;
  • Carnegie Hall in a variety of corporate matters;
  • MDS Inc. in the $650 million sale of its analytical technologies business to Danaher Corporation;
  • Delphi Corporation in a variety of corporate matters relating to its Chapter 11 case, including the stalking horse bid that eventually led to its exit from bankruptcy;
  • Fairfield Greenwich Group in a variety of matters, including the transfer of its fund of funds business to Sciens Capital Management, LLC;
  • Anheuser-Busch Companies, Inc. in its $52 billion acquisition by InBev N.V. (Brazil-Belgium). This deal was named “U.S. M&A Deal of the Year” for 2008 at the Financial Times and merger market M&A Awards Americas (October 30, 2008);
  • Bentley Pharmaceuticals, Inc. in its $360 million sale to Teva Pharmaceutical Industries Limited and the related spin-off of CPEX Pharmaceuticals, Inc.; and
  • VISX, Incorporated in its successful proxy contests with Carl Icahn.

Ms. Gibson has represented numerous companies in the energy sector, including:

  • CMS Energy Corporation in the sale of its ownership interests in businesses in the Middle East, Africa and India to the Abu Dhabi National Energy Company; and the sale of its natural gas gathering and processing field services business to a Morgan Stanley Capital Partners portfolio company;
  • New England Electric Systems in its merger with National Grid Group plc and its acquisition of Eastern Utility Associates; and
  • National Grid in its acquisition of KeySpan Corporation.

Ms. Gibson actively is involved in Skadden’s training and summer associate programs. She earned a Certified Public Accountant license and practiced as an auditor at Price Waterhouse prior to attending law school.

Bar Admissions

New York


J.D., Fordham University School of Law, 1996 (Order of the Coif)
M.B.A. and B.B.A., Pace University (combined degree program), 1991

Marshall Heinberg served until July 2012 as Head of Investment Banking at Oppenheimer & Co., Inc. and as a Senior Managing Director of the firm.  Mr. Heinberg began his investment banking career in the Corporate Finance Division of Oppenheimer, which was later acquired by the Canadian Imperial Bank of Commerce (CIBC) in 1997.  Over the course of his career, Mr. Heinberg has been responsible for various industry sectors including environmental, industrial growth, technology and telecommunications.  Mr. Heinberg has also been responsible for managing CIBC’s mergers and acquisitions, leveraged finance, financial sponsor and merchant banking activity in the United States.  His transaction experience includes a significant number of equity and debt financings as well as numerous merger and acquisition assignments. Mr. Heinberg has extensive experience working with both leading growth companies as well as financial sponsors.

 Mr. Heinberg was named Head of CIBC’s U.S. Investment Banking Department in 2001 and upon the acquisition of CIBC’s U.S. capital markets business by Oppenheimer in 2008, Mr. Heinberg was named head of the Investment Banking Department.  Mr. Heinberg has served as a member of CIBC’s and Oppenheimer’s US Management Committee, Deals Committee, Equity Transaction Committee, Financial Advisory Transaction Committee and Investment Committee.  Mr. Heinberg has been responsible for setting the strategic direction of the investment banking departments that he managed including all aspects of recruiting, retaining and determining compensation for personnel.

 Mr. Heinberg served as a member of the Board of Directors and the Audit Committee of National Financial Partners (NYSE: NFP), a leading provider of benefits, insurance and wealth management services.  He was selected to Chair NFP’s Special Committee of the Board to determine how to respond to acquisition interest expressed by certain private equity firms. The Special Committee engaged in a process resulting in NFP entering into a definitive agreement to be acquired by Madison Dearborn Partners for approximately $1.3 billion in July 2013.

Mr. Heinberg also serves on the Board of Directors of Universal Biosensors Ltd., an Australian public company specializing in the medical diagnostic field. He is a member of their Compensation Committee. In addition, Mr. Heinberg served on the Board of and the Audit Committee for, Image Entertainment, Inc., a public independent licensee and distributor of entertainment programming in North America until it’s acquisition by RLJ Entertainment in October 2012.

Mr. Heinberg has been a member of the NACD (National Association of Corporate Directors) and a frequent lecturer on a wide range of issues relating to mergers and acquisitions and trends in investment banking. .  He is a graduate of the Wharton School of the University of Pennsylvania where he earned a Bachelor of Science degree with Honors and holds a J.D. from Fordham Law School.  Prior to joining Oppenheimer, Mr. Heinberg practiced corporate law for approximately four years.

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)


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

Vincent R. Martorana is Assistant General Counsel with KPMG LLP, the US member firm of the KPMG International network of independent firms. He has extensive experience providing advice with respect to commercial contracts, domestic and cross-border mergers, stock and asset acquisitions and divestitures, joint ventures, strategic alliances, licensing arrangements, corporate restructurings, private equity investments, and securities offerings.

Vincent also regularly provides advice on contract drafting, analysis, and interpretation relating to disputes, settlements, and negotiated transactions. He has presented his continuing legal education contract-drafting courses for in-house legal departments and at various other venues, including Practising Law Institute, Commercial Law WebAdvisor, Strafford Webinars, The Business Development Academy, the National Academy of Continuing Legal Education, the American Bar Association, the New York State Bar Association, the New York City Bar Association, the New York County Lawyers Association, the Brooklyn Bar Association, the Suffolk County Bar Association, and the Westchester County Bar Association.

He is also the author of several articles on contract drafting and interpretation and is the author of the Reed Smith LLP white paper, A Guide to Contract Interpretation (July 2014).

Vincent received a J.D. from the University of Chicago Law School and a B.S. in Economics (with concentrations in Finance and Operations & Information Management), magna cum laude, from the Wharton School at the University of Pennsylvania.

For 30 years, Mark Poerio has been in private practice with a focus on executive compensation, employee benefits (especially ESOPs), and retirement plan fiduciary matters, not only from a tax and labor perspective, but also from a business, governance, tax, securities, and litigation perspective. He has served as President of the prestigious American College of Employee Benefits Counsel after previous terms as its Treasurer and Vice-President. Mark is Chambers-rated, and works regularly with the American Benefits Council (where he was an executive board member for many years).

Mark's clients include public and private companies; he also has significant experience with not-for-profit organizations from both a governance and a executive compensation perspective. His business oriented pay-for-performance approach has led to his role as special counsel to compensation committees, as well as to his spearheading of projects designed to link executive compensation to corporate goals and to the enforcement of post-employment covenants relating to trade secrets and restrictive covenants (such as non-competition agreements).

For over 10 years, Mark taught as an adjunct professor at Georgetown Law School. His courses focused on executive compensation and governance, the design of benefit plans and employment-related agreements, and employee stock ownership plans (ESOPs). Associated with those courses are his substantively rich websites found at and


Prior to joining The Wagner Law Group, Mark served for almost 20 years as co-chair of the employee benefits (ERISA) practice at a prominent international Washington, D.C. law firm of nearly 1,000 attorneys.


Mr. Schmitz’s practice principally involves advising US and foreign clients on acquisitions, divestitures, joint ventures, strategic alliances, and other business transactions. The transactions involve companies in a wide range of product and service sectors. Because of Mr. Schmitz’s international background and German fluency, many of these transactions are cross-border in nature – principally between the United States and Europe.

Practice focus

International mergers, acquisitions and strategic alliances

Representative clients, cases or matters

Mr. Schmitz’s selected transactional experience is as follows, the first seven of which represented the respective client’s “largest transaction ever:”

  • Ecolab Inc. - Merger between this NYSE company and Nalco Holding Company (NYSE) with operations in 150 countries ($8.3 billion).
  • Bemis Company, Inc. - Acquisition by this NYSE company of the Food Americas operations of Alcan Packaging, a business unit of Rio Tinto plc ($1.2 billion) and the follow-on divestiture ordered by the U.S. Department of Justice.
  • Prestige Brands Holdings, Inc. - Acquisition by this NYSE company of 17 over-the-counter healthcare brands from GlaxoSmithKline plc ($660 million
  • AgraQuest, Inc. – Sale by this US biotech company to Bayer CropScience, a member of the Bayer AG group ($500 million), selected by 2013 M&A Advisor Healthcare and Life Sciences "Deal of the Year" Award.
  • Gardner Denver, Inc. - Acquisition by this NYSE company of Thomas Industries Inc. (NYSE) with operations in over 20 countries ($734 million).
  • SwissairGroup AG - Acquisition by Gate Gourmet AG of Dobbs International Services, Inc. and Dobbs International (UK) Limited from Viad Corp. ($790 million).
  • Turtle Wax, Inc. - Acquisition by this US company of the European car care business of Sara Lee/DE N.V.
  • Starbucks Corporation - Acquisition by this NASDAQ company of a controlling interest in Beijing Mei Da Coffee Co. Ltd., the operator of 60 Starbucks retail stores in Beijing and Tianjin, People’s Republic of China.
  • Gardner Denver, Inc. - Acquisition of nash_elmo Holdings, LLC (formerly a division of Siemens AG) with operations in 20 countries ($224 million).
  • Brady Corporation - Sale by this NYSE company of Asian and European die- cast business ($192 million sales) to Boyd Corporation.
  • The Toro Company - Joint Venture between this NYSE company and another multi-national corporation for manufacturing in China.
  • SwissairGroup AG - Strategic Airline Catering and Services Partnership between this Swiss listed company and Delta Airlines using a newly-formed business-to-business procurement platform with i2 technology ($8 billion).
  • Innogenetics BV - Asset Sale and Worldwide Distribution Arrangement between this Belgian company and affiliates of Agfa and Bayer AG for HIV and HCV genotyping test kits.
  • SwissairGroup AG - Acquisition by SR Technics of the former B-1 bomber manufacturing facility from Boeing in Palmdale, California, to establish a maintenance, repair and overhaul facility, hailed by California Governor Davis as “the largest investment by a foreign company in California in a decade.”

Publications, presentations and articles

Mr. Schmitz’s publications have addressed various aspects of international business transactions. Some of the articles have focused on licensing and franchising in the European Community and have been published in The International Lawyer and The Business Lawyer. He is a co-author (in German) of a C.H. Beck multi-national publication on U.S. commercial law. He is the editor of Willkommen in Amerika, a Baker & McKenzie handbook (in both English and German) on doing business in the United States. Mr. Schmitz’s speeches have also covered many aspects of international business transactions, and have been sponsored by groups such as the American Bar Association, American Management Association, Association of Corporate Counsel, Berlin and Dresden Chambers of Commerce, The Economist General Counsel Roundtable, Federal Commissioner for Foreign Investment in Germany, Mergermarket, and Practising Law Institute. Mr. Schmitz has been included in numerous publications and articles with respect to his international practice and transactions including AmLawDaily, Australian Financial Review, Chicago Daily Law Bulletin, Law 360, LegalWeek and Thomson Reuters.

Professional affiliations

Mr. Schmitz is active in many international organizations. He is a member of the board of directors of the German American Chamber of Commerce of the Midwest, and serves as Vice-Chairman. Over the years, he has held various leadership positions for international issues with the Chicago Bar Association, the Chicago Council on Foreign Relations, and the Greater Chicago Chapter of the United Nations Association - USA. On the civic and charitable front, he is a long-standing member of the board of directors of the Juvenile Protective Association, a 100-year old social welfare agency founded by Jane Addams. He also launched and has chaired for over 10 years at Baker & McKenzie the Chicago office’s Breast Cancer Awareness Campaign, which has been  extended to all North American offices. The father of four children, he served on the St. Athanasius School Board, including two years as Chairman. Mr. Schmitz has been a mentor and financial sponsor for various African-American high school students through Link Unlimited. As an Eagle Scout, he has been an Assistant Scoutmaster of Troop 912 in Evanston, Illinois.

Awards and rankings

Mr. Schmitz has practiced international business law in the Chicago, Berlin and Frankfurt offices since 1984. Mr. Schmitz and his 25 years as an international attorney at Baker & McKenzie were profiled in the January 2009 issue of Chicago Lawyer. He was selected to the Thomson Reuters Partner Advisory Board in June 2011. Mr. Schmitz was granted by Francis Cardinal George on behalf of the Chicago Archdiocese the Christifideles Award in 2012. Various legal rating firms and directories have reviewed Mr. Schmitz and his M&A expertise as:

  • a “foreign expert” in both Germany and the United States for Corporate/M&A by Chambers Global 2012, 2013;
  • a “Leader in the Corporate/M&A: Overseas Counsel Field” by Chambers Global 2011;
  • an “expert” and “leader in the field” by The International Who’s Who of Merger & Acquisition Lawyers 2012; and
  • as “highly recommended” for M&A transactions by The Legal 500 (US 2010).

Education and admission


  • DePaul University College of Law (LL.M. Taxation) (1990)
  • University of Munich (1985)
  • Northwestern University School of Law (J.D. cum laude) (1984)
  • University of Freiburg (1981)
  • University of Notre Dame (B.A. magna cum laude) (1980)
  • University of Innsbruck (1978)


  • Illinois ~ United States (1984)



Michael Sackheim is senior counsel in the New York office of Sidley Austin LLP where he concentrates on derivatives regulatory, transactional and enforcement matters.  Michael is a past Chair of the New York City Bar Derivatives Regulation Committee, and he is the managing editor of Futures & Derivatives Law Report (Thomson Reuters, publ.).  Michael is also the co-editor of a new legal treatise, The Virtual Currency Regulation Review (November 2018, Law Business Research Ltd).

David A. McManus is a partner in Morgan Lewis's Labor and Employment Practice and is the practice group leader for the Labor and Employment Practice in New York. Mr. McManus counsels and represents employers in a wide array of industries in labor and employment law matters, arising under federal, state, and local statutes, including Title VII, ADEA, ADA, FLSA, and the FMLA. He regularly represents employers in employment disputes litigated in federal and state courts, as well as various arbitral forums.

Mr. McManus is co-chair of the Labor and Employment Workforce Change Subpractice Group. He regularly counsels clients in a broad range of workforce change matters in the United States and internationally, including corporate restructuring, reductions in force, corporate transactions, and outsourcing. Mr. McManus also has experience representing employers in connection with labor and employment issues arising in the context of executive hirings and dismissals, leaves of absence, employment-related defamation, data privacy, trade secret and restrictive covenant enforcement actions, confidential workplace investigations, and other workplace related personnel issues. Mr. McManus regularly counsels and defends employers on whistleblower claims under both federal and state law. His experience also includes labor relations matters under the NLRA, including corporate campaigns, collective bargaining, grievance arbitrations, unfair labor practice charges, strikes, picketing, and union organizing campaigns.

From New York, Mr. McManus is part of our cross-practice Global Workforce team that provides integrated cross-border advice, counseling, and strategic planning across the spectrum of labor, employment, benefits, and immigration issues.

Mr. McManus is a contributing author to Getting the Deal Through — Labour and Employment, an annual series of deskbooks that provide international analysis in key areas of employment law and policy for corporate counsel, cross-border legal practitioners, and global team leaders. Mr. McManus has authored feature chapters in Getting the Deal Through — Labour and Employment 2012.

Mr. McManus is admitted to practice in New York and New Jersey

Practice Accolades

Labor & Employment

The American Lawyer Magazine's Litigation Department of the Year – Labor and Employment Law Finalist 2004, Winner 2006, Finalist 2008, Finalist 2010, and
Finalist 2012

Listed in the highest tier for National Labor and Employment Practice in Chambers USA 2012

Ranked in the top tier by The Legal 500 for Labor and Employment Litigation, ERISA Litigation, Labor-Management Relations, and Workplace and Employment Counseling (2012)

Ranked, National Tier 1: Employment Law – Management, Labor Law – Management, and Litigation – Labor & Employment by U.S. News and Best Lawyers (2011-2012)

Ranked #1 for "Most Prestigious" Labor and Employment Practice, Vault 2012 Associate Survey

Labor-Management Relations & Labor Disputes

Ranked, National Tier 1: Labor Law - Management, U.S. News and Best Lawyers (2010)

Private Investment Funds

Ranked, National Tier 1: Private Funds/Hedge Funds Law, U.S. News and Best Lawyers (2012)

Honors + Affiliations

Recipient, The M.H. Goldstein Memorial Award for Excellence in the Field of Labor Law


University of Pennsylvania Law School, 1992, J.D.
University of Virginia, 1989, B.A.

Practice Areas

Labor & Employment
Workforce Change
Systemic Employment Litigation
Employment Counseling & Litigation
Labor-Management Relations & Labor Disputes
Noncompetition Agreements & Trade Secrets
Life Sciences
Private Investment Funds
International Labor and Employment
Advertising, Consumer Protection, & Privacy

Bar Admissions

New York
New Jersey

Judith L. Church is a member of the firm’s Corporate Department and its Intellectual Property Practice Group. Ms. Church’s practice focuses on a wide range of corporate and intellectual property matters including the acquisition of intellectual property; licensing, financing and securitization of intellectual property; collaboration agreements; Internet-related development and affiliation agreements; e-commerce and new media joint ventures; trademark clearance, prosecution and maintenance; trade secret law; international protection of trademarks, patents and copyrights; computer law and copyright law. She has advised clients such as, AT&T, B.R. Guest, Carlyle, Clayton, Dubilier & Rice, Faber-Castell, Global Atlantic Financial Group, Misys, Mitsui, the National Football League, Pernod Ricard, Prudential Financial, Tribune Company and Warner Music Group. She has significant experience across a broad range of industries, including the life sciences and healthcare industries where she has represented such clients as Actavis, Christopher & Dana Reeve Foundation, and Galderma. She has also regularly represented private equity firms, such as Kelso & Co. and North Castle Partners, in their investments in the life sciences sector.

Ms. Church is the author of “Conducting Intellectual Property Due Diligence In The Context Of An Acquisition,”  The Licensing Journal (January, 2015) and “Handling Intellectual Property Licenses in Mergers and Acquisitions, Financing Transactions, and Bankruptcy Proceedings,” The Licensing Journal (Aspen Publishers 2003). She speaks regularly on handling intellectual property issues in mergers and acquisitions and has written a number of articles on related topics as well as articles on the protection of cultural property under United States law.

Ms. Church joined Debevoise in 1992. She received a B.A. from Antioch College in 1975, an M.A. in Art from the University of New Mexico in 1979 and her J.D. with honors from Columbia University School of Law in 1992.

Matthew P. Salerno is a partner based in the New York office. Mr. Salerno’s practice focuses on corporate and financial transactions, particularly public and private mergers and acquisitions, private equity investments, and contests for corporate control.

Mr. Salerno’s recent representations include:

  • Medtronic in its $42.9 billion acquisition of Covidien;
  • Warburg Pincus in its acquisitions of Wencor Group, Electronic Funds Source, CROSSMARK Holdings and Endurance International Group;
  • TPG in its acquisition of Envision Pharmaceuticals Holdings and itscomplementary businesses including Envision Insurance Company, Envision Medical Solutions, Orchard Pharmaceutical Services and Design Rx;
  • Google in its $12.5 billion acquisition of Motorola Mobility;
  • Alpha Natural Resources in its $8.5 billion acquisition of Massey Energy. Previously counsel to Alpha Natural Resources in its $2 billion merger with Foundation Coal Holdings, as well as other M&A and governance matters, including the receipt of a large break-up fee from Cleveland Cliffs Natural Resources in 2008;
  • Western Digital in its divestiture transaction in connection with obtaining regulatory clearance for its $4.8 billion acquisition of Viviti Technologies (formerly Hitachi Global Storage Technologies);
  • Medtronic in its $800 million acquisition of Ardian. Previously counsel to Medtronic in connection with its $500 million acquisition of Invatec and two related companies, Fogazzi and KRAUTH Cardio-Vascular, and in its $3.9 billion acquisition of Kyphon;
  • Special Committee of the Board of Directors of Interactive Data Corp in the $3.4 billion sale of the company to a private equity consortium of Silver Lake and Warburg Pincus;
  • Dollar Thrifty Automotive Group in its $2.3 billion merger with Hertz;
  • Envision Pharmaceutical Holdings, a national, full-service pharmacy benefit management company, in its acquisition of Laker Software for cash and an equity stake in Envision;
  • Endurance International Group, a portfolio company of Warburg Pincus engaged in the web hosting and domain registrationbusiness, in its acquisitions of and of the websites business of Intuit;
  • XL Capital (now XL Group) in its redomestication from the Cayman Islands to Ireland through a Scheme of Arrangement;
  • Citigroup in its $20.3 billion public exchange offers of common stockfor preferred stock and trust preferred securities;
  • Evraz Group in its successful $2.3 billion public tender offer for Oregon Steel Mills and in its $4 billion acquisition of IPSCO and the simultaneous divestiture to OAO TMK of certain of IPSCO’s U.S. assets;
  • Citibank in its $1.4 billion acquisition of The Bisys Group, an NYSE listed provider of back office solutions, and the simultaneous sale to J.C. Flowers & Co., of Bisys’ insurance and retirement solutions business;
  • Capital One Financial in its $14.6 billion acquisition of North Fork Bancorporation;
  • American Express Company in connection with its spin-off of Ameriprise Financial;

Mr. Salerno was named "Dealmaker of the Week" in 2014 and 2012 by The AmLaw Daily, and recognized as a "rising star" in mergers and acquisitions by Law360 in 2012. He is also recognized as a leading lawyer by The Legal 500 U.S. and IFLR 1000: The Guide to the World’s Leading Law Firms.

Mr. Salerno joined the firm in 2001 and became a partner in 2010. He received a J.D. degree from Fordham University School of Law in 2001 and an undergraduate degree from Cornell University in 1998. Mr. Salerno is a member of the Bar in New York.