Skip to main content

Acquiring or Selling the Privately Held Company 2017


Speaker(s): Ackneil M. Muldrow III, Alyssa A. Grikscheit, David Leinwand, David E. Kahan, David W. Pollak, Douglas T. Schwarz, Jennifer L. Chu, Joseph A. Castelluccio, Joseph Ehrlich, Kenneth E. Yeadon, Marco J. Caggiano, Melissa Sawyer, Peter A. Laveran-Stiebar, Sayoko Blodgett-Ford, William B. Sorabella
Recorded on: Jun. 22, 2017
PLI Program #: 186203


David E. Kahan joined Wachtell, Lipton, Rosen & Katz in 2000 and became partner in 2009.  Mr. Kahan is a partner in the firm’s Executive Compensation and Benefits Department, and is active in the firm’s mergers and acquisitions practice, focusing on the executive compensation and employee benefits aspects of transactions. He also advises companies on executive compensation and related corporate governance matters.

Mr. Kahan received a B.A. from the University of Pennsylvania in 1995, and a J.D. from Columbia Law School in 2000, where he served on the Columbia Law Review. He served as a law clerk to the Honorable Robert A. Katzmann of the United States Court of Appeals for the Second Circuit during the 2001-2002 term.

Mr. Kahan frequently writes and speaks on executive compensation and corporate governance issues.  Mr. Kahan has authored or co-authored articles in several publications, including M&A Lawyer, Wall Street Lawyer, Tax Notes, and the Bank and Corporate Governance Law Reporter and is co-author of the firm’s Compensation Committee Guide.


Douglas T. Schwarz is a trusted advisor to and advocate for employers in all aspects of labor and employment law. He litigates in court, arbitration, and administrative proceedings; counsels employers on human resources matters; negotiates and drafts executive employment and separation agreements; advises on labor and employment aspects of corporate transactions, both domestic and cross-border; and conducts internal investigations of employee complaints. Doug also handles ADA Title III and state law matters involving access of persons with disabilities to public accommodations.

Doug’s clients include financial services firms (mutual funds, hedge funds, private equity, venture capital, commercial and investment banks, wealth management); educational institutions; and media, technology, and telecommunications, pharmaceuticals, and life sciences companies.

He represents numerous non-US companies, from Japan and elsewhere in Asia, the United Kingdom, and Europe, regarding their US labor and employment matters, and US companies on international labor and employment issues.

Doug’s experience includes litigating claims of discrimination, harassment, and reasonable accommodation (race, gender, age, disability, pregnancy, sexual orientation, religion), whistleblower retaliation, wage and hour violations (bonus, commission, overtime and minimum wage), non-competition, non-solicitation, and trade secret breach, defamation and privacy; counseling on reorganizations, reductions-in-force, and executive hiring and termination matters; developing and implementing litigation-avoidance strategies, diversity and affirmative action plans, and training programs on harassment prevention, diversity, and performance management; and advising on government audits (by OSHA, the Department of Labor and OFCCP) and labor-management relations.

He also serves as an arbitrator and mediator.

Doug represents clients in a range of other matters, including housing, education and public accommodations discrimination.

Doug has served in government as commissioner of the Massachusetts Commission Against Discrimination (MCAD), as an assistant attorney general in the Civil Rights Division of the Massachusetts Office of the Attorney General and as a US District Court law clerk.

He is a graduate of Dartmouth College, 1981, Bachelor of Arts, and Harvard Law School, 1986, Juris Doctor.


Jennifer Chu is a corporate partner and member of the firm’s Mergers & Acquisitions and Private Equity Groups. Her practice focuses on advising corporations and private equity firms in mergers and acquisitions, joint ventures and other corporate matters, across a broad range of industries with a particular focus on transactions in the healthcare, financial services and insurance industries. Ms. Chu is recommended and recognized as a “Next Generation Lawyer” by The Legal 500 US (2017), where she is described as “very seasoned in handling private equity matters.” She was named a “Rising Star of 2017” by the New York Law Journal.

Ms. Chu publishes and speaks regularly on M&A and private equity matters. She is a contributing author to the annual Health Care Mergers and Acquisitions Answer Book (Practising Law Institute, 2017), an extensive reference guide addressing structuring, regulatory, due diligence and documentation issues in healthcare M&A and licensing transactions. Her recent articles include: co-author of “How Tax Reform Could Impact the Healthcare Industry,” Law360 (November, 2017); “How Section 1332 Waivers Could Impact Health Care Reform,” Law360 (July, 2017); “Shining a Light on GOP Plan for Health Care Reform,” Law360 (March, 2017); “The Outlook For The Pharmaceutical Industry Under Trump,” Law360 (January, 2017); “The Outlook on Drug Pricing: At What Cost?,” Law360 (December, 2016) and “A Closer Look: Increased Cybersecurity Regulations are Impacting the Insurance and Financial Technology Sectors,” Best's Review (June, 2015). She is an Editor of The Debevoise & Plimpton Private Equity Report.

Ms. Chu’s recent ‎speaking engagements include “Indemnification Issues,” Acquiring and Selling the Privately Held Company 2017 (June, 2017) and “Health Care M&A: Three Hot Topics,” PLI One-Hour Briefing (April, 2017).

Ms. Chu joined the firm in 2006. She received her J.D. cum laude from Harvard Law School in 2006, where she served as co-Editor-in-Chief of the Harvard International Law Journal. She received her M.A. with distinction from the University of London in 2002, and her A.B. magna cum laude from Harvard College in 2001.

Ms. Chu is a member of the Bar of New York.


Marco Caggiano is a Managing Director in JPMorgan’s Mergers and Acquisitions Group. He leads the firm's Media & Communications M&A practice and is Global Chairman of J.P. Morgan’s Fairness and Valuation Committee. Prior to joining JPMorgan in Q1 2000, Marco was an associate at the law firm of Paul, Hastings advising on M&A and financing transactions. Marco earned a J.D. from George Washington University Law School and a B.A. from Vanderbilt University.

Representative Transactions:

 

Cable and Telecom

  • Comcast’s terminated acquisition of Time Warner Cable ($67bn) and related divestiture transactions with Charter ($22bn+)
  • Cablevision’s sale of Optimum West to Charter ($1.6bn)
  • Rocco Commisso’s acquisition of the public minority interest in Mediacom ($380mm)
  • Virgin Media’s sale to Liberty Global ($23bn)
  • Frontier’s acquisition of Verizon operations in CA, FL and TX ($10.5bn) and acquisition of SNET from AT&T ($2.0bn)
  • AT&T’s acquisitions in MX-NII ($1.9bn) and lusacel ($2.5bn)
  • CenturyLink’s acquisition of Qwest ($22bn)
  • Windstream’s merger with EarthLink ($1.1bn)
  • Windstream’s acquisition of Paetec ($2.3bn)

Communications Infrastructure

  • Equinix’s acquisition of Telecity Group PLC ($4.0bn)
  • Equinix’s acquisition of assets from VZ ($3.6bn)
  • AboveNet’s sale to Zayo ($2.2bn)
  • SBA’s acquisitions of TowerCo ($1.45bn) and Mobilitie ($1.1bn)
  • Equinix’s REIT conversion ($13bn)

Technology and Info Services

  • Thomson’s sale of its IP & Science Division ($3.6bn)
  • Neustar’s sale to Golden Gate ($2.9bn)
  • Dell’s sale to Michael Dell and Silver Lake and defense against Icahn/SE ($24.9bn)
  • Motorola on its partnership and PIPE with Silver Lake ($1.0bn)
  • Thomson’s acquisition of Mark Monitor and sale of Corporate Services Division

Traditional Media

  • AT&T’s acquisition of Time Warner ($110bn)
  • GE’s sale of NBCU to Comcast and buy-in of the Vivendi 20% interest in NBCU ($23bn)
  • Lionsgate’s acquisition of Starz ($4.5bn)
  • LIN Media’s sale to Media General ($2.2bn)
  • Gannett’s acquisition of Belo ($2.2bn) and Icahn defense ($5bn)
  • Gannett’s defense against Icahn proxy fight ($5bn)
  • AMC’s 49.9% JV with BBC America ($200mm)
  • CBS’s sale of CBS Outdoor International to Platinum ($225mm)
  • Cablevision’s spin-off of AMC Networks ($4.5bn) and MSG Entertainment ($1.1bn)
  • Landmark Communications’s sale of The Weather Channel companies to NBCU, Bain, and Blackstone
  • XM Satellite Radio’s merger with Sirius Satellite Radio ($13bn)
  • Citadel Broadcasting’s Reverse Morris Trust merger with ABC Radio, a subsidiary of The Walt Disney Company ($2.6bn)

Digital Media

  • Yahoo’s sale to VZ ($5.2bn)
  • King's sale to Activision ($5bn)
  • Trulia’s sale to Zillow ($3.3bn)
  • CoStar’s acquisition of LoopNet ($760mm)
  • Trulia’s acquisition of Market Leader ($330mm)
  • Activision Blizzard on the sell down by Vivendi ($8.2bn)
  • iVillage’s sale to NBC Universal ($600mm)
  • Dow Jones’s acquisition of MarketWatch ($525mm)
  • Nielsen’s acquisition of the publicly traded minority interest in NetRatings ($300mm)


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

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

Mr. Muldrow draws upon over 20 years of legal experience when providing legal advice to clients in complex domestic and international transactions. Mr. Muldrow’s transactional experience includes mergers, acquisitions, divestitures, joint ventures and control and minority investments across a variety of industry sectors. Mr. Muldrow’s clients have included a wide range of corporations, private equity and hedge funds as well as sovereign and fundless sponsors.

In addition to his transactional matters, Mr. Muldrow 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.

Mr. Muldrow serves on the Firm’s Corporate Department Steering Committee and leads the New York office Diversity Committee.


Alyssa A. Grikscheit has a diverse corporate practice that currently emphasizes complex transactions and alternative investment funds. Her experience also includes private equity and hedge funds, mergers and acquisitions, strategic alliances and restructurings. Alyssa is fluent in Spanish and French and has extensive experience in international transactions, particularly those involving Latin America and other emerging markets such as China and India. Alyssa represents domestic and foreign clients making cross-border investments. She also represents buyers and sellers, including private equity funds and their portfolio companies, in acquisitions, dispositions, strategic alliances, restructurings and financings, including transactions in regulated industries such as the healthcare, pharmaceutical, energy, telecommunications and defense industries. In addition, Alyssa represents sponsors of alternative investment funds in fund formation and other aspects of their operations. Such funds have included distressed debt, energy, infrastructure, real estate opportunity, agribusiness, fintech, microfinance and emerging market funds.

Alyssa is ranked in Chambers Global, Chambers USA and Chambers Latin America where “she is noted for her work in the M&A and private equity space and has longstanding experience dealing with cross-border transactions in Latin America.” Additionally, she has been recognized in IFLR1000 as a “Rising Star” for Investment Funds in the U.S. Alyssa was also recommended in Private Equity Funds in The Legal 500 US and in Capital Markets and Corporate M&A in The Legal 500 Latin America. Alyssa has also been recognized by Latinvex in “Latin America’s Top 100 Lawyers” and is featured as one of “Latin America’s Top 50 Female Lawyers: Corporate/M&A.”

Alyssa actively represents a nonprofit in establishing and capitalizing microfinance institutions in emerging markets on a pro bono basis. She served as co-chair of the Inter-American Committee of the New York State Bar Association’s International Section and is a Life Fellow of the American Bar Foundation.

Alyssa graduated cum laude from The University of Michigan Law School in 1994.  She received a Diploma in European Studies from the College of Europe in Bruges, Belgium in 1991 and an A.B. magna cum laude from Harvard College in 1990.


David Leinwand is a partner based in Cleary Gottlieb’s New York office. His practice focuses on merger and acquisition transactions.

He has represented a broad array of buyers and sellers in a wide variety of public and private deals. In particular, David has significant experience advising private equity firms in their acquisitions and dispositions. He also provides advice regarding governance matters and the fiduciary duties of officers and directors to corporations and their boards.

Over the past few years, David has worked on a number of high-profile deals involving companies in a range of industries, including consumer products and retail, energy, financial services, information technology, and pharmaceuticals and biotechnology.

He has been recognized by The Legal 500 U.S. and IFLR 1000: The Guide to the World’s Leading Law Firms as a leading corporate attorney. He is a frequent speaker on topics related to private equity M&A transactions.

David joined Cleary in 1992 and became a partner in 2000.

He received his J.D., magna cum laude, from Harvard Law School and his B.S., summa cum laude, from the University of Pennsylvania, Wharton School of Business.  He clerked for the Honorable Michael B. Mukasey on the United States District Court for the Southern District of New York.

 


David W. Pollak has more than 30 years of experience as a corporate lawyer. He represents clients in public and private offerings of securities, including initial public offerings, and merger and acquisition transactions. 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.

 

SELECTED REPRESENTATIONS

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.

 

EDUCATION

University of Chicago Law School, J.D.

Princeton University, A.B., summa cum laude


Joe Castelluccio is a partner in Mayer Brown’s New York office and a member of the Corporate & Securities practice. He helps clients balance risks and opportunities with a combination of legal acumen and business experience. As a former investment banker and finance professional, Joe focuses his practice on complex, cross border transactions for which he is:

  • A trusted advisor to US and multinational companies for M&A, joint ventures, equity transactions and other corporate matters;
  • An experienced deal team leader for complex, multi-jurisdictional transactions;
  • A seasoned negotiator and project manager; and
  • Knowledgeable in a broad range of sectors, including financial services, technology, insurance, industrials, chemicals and infrastructure.

In addition, Joe is the co-leader of Mayer Brown’s transactional liabilities insurance practice. In this capacity, he draws on his M&A experience in representing underwriters in issuing representations and warranties insurance and other types of transactional insurance in connection with M&A deals.

Joe is also a lecturer in Fordham Law School’s Transactional Skills for Global Legal Practice program and a faculty member for the Practising Law Institute’s seminar on Acquiring or Selling the Privately Held Company. 

Prior to attending law school, Joe worked at Prudential Securities as an analyst in the investment banking group and as an associate in the equity capital markets group. While attending law school, Joe worked in the division of enforcement at the Financial Industry Regulatory Authority.

Joe is a member of the Legal Advisory Council of Sanctuary for Families, the leading nonprofit organization in New York dedicated exclusively to serving the needs of domestic violence victims, sex trafficking victims, and their children. He is also a member of the Northeast Advisory Board for Youth About Business, a national youth leadership development organization that introduces high school students from diverse and underserved communities to the world of business through intensive summer M&A programs.


Joe Ehrlich joined the Owens Group in 2004 and represents the third generation of the Owens family to work at the firm. He leads its Private Equity and Financial Services Practice Area. Joe is a known expert on Representation & Warranties and Transactional Insurance products, frequently giving presentations and educating lawyers and other professionals.

Prior to joining the Owens Group, Joe spent the early part of his career practicing corporate/M&A law at O’Melveny & Myers LLP and its predecessor, O’Sullivan Graev & Karabell LPP. During that time, he assisted clients in evaluating, structuring, negotiating, and consummating private equity transactions.  

Joe graduated cum laude from Columbia University with a B.A. in Classics in 1992. He received his J.D. from New York University’s School of Law in 1997.

Joe also serves on both the Owens Group Board of Directors and its Advisory Committee. Among other philanthropic activities, Joe is a member, and the immediate past President, of the NYU Law Alumni Association Board. He also volunteers as Chair of the Columbia University’s Benefits Committee, is a member of the Columbia Alumni Association (CAA) Strategic Planning Committee and serves on several other committees of the CAA. At the Columbia Club of New York, Joe is a board member and chairs the Membership Committee. 


Ken Yeadon is a former Assistant U.S. Attorney and SEC Enforcement Attorney. His practice includes representing and providing counsel to companies and individuals with government inquiries and investigations involving the SEC and other federal and state regulators, internal investigations, securities litigation, and other complex business disputes.

During his 10 years with the U.S. Attorney’s Office in Chicago, Ken oversaw and led a number of significant investigations and prosecutions involving violations of the federal securities and commodities laws, insider trading, FCPA, bribery, forfeiture, money laundering, obstruction of justice, perjury, trade secret theft, and bank, health care, tax, and wire fraud. Ken also oversaw the U.S. Attorney Office’s bankruptcy fraud program.

As an Assistant U.S. Attorney, Ken led investigations and prosecutions with numerous federal and state agencies, including the FBI, HUD, DOL, FDA, and IRS, as well as the Department of Homeland Security, U.S. Immigration and Customs Enforcement, and U.S. Postal Inspection Service. Ken worked closely with the SEC and the CFTC on parallel investigations.

During his seven years with the SEC’s Division of Enforcement, Ken was the lead attorney on numerous high-profile investigations and prosecutions involving broker-dealers, investment advisers, public companies, accounting firms, officers and directors, and insider trading. Ken has extensive experience with the SEC’s administrative hearing process, and has litigated matters before SEC ALJs and the Commission. At the SEC, Ken worked closely with U.S. Attorney’s Offices, FBI, State Attorney General’s Offices, and FINRA on parallel investigations.

Professional Background

Before joining Hinshaw & Culbertson LLP, Ken was for 10 years an Assistant U.S. Attorney in the Securities and Commodities Fraud Section at the U.S. Attorney’s Office for the Northern District of Illinois. Before that, he was for seven years a Senior Attorney in the SEC’s Enforcement Division in Chicago. During law school Ken served as a judicial intern to the Honorable Wayne R. Anderson, U.S. District Court, Northern District of Illinois.

Before his legal career, Ken was a CPA. He passed the Uniform CPA Examination in 1992.

Representative Matters

Ken has successfully tried 16 cases in federal district court and in SEC Administrative Proceedings, argued nine cases before the U.S. Court of Appeals for the Seventh Circuit, and led many investigations.

Following are details on a few of the cases Ken has handled:

Aircraft leasing company and its CEO were convicted of investor fraud, bribery, and obstruction of justice in a seven week trial in United States v. Brian Hollnagel and BCI Aircraft Leasing, Inc., et al.

Investment adviser for high net worth individuals was convicted of bank fraud in a two week trial in United States v. Robert Lunn.

Commodities trader was convicted of theft of trade secrets in United States v. David Newman.

Hedge fund manager was convicted of fraud in United States v. Neal Goyal.

Concrete company owner was convicted of bankruptcy fraud in a one week trial in United States v. Ronald Laverdure.

Aircraft leasing company executive was convicted of tax fraud in a one week trial in United States v. Christopher Keller.

Pharmacy owner was convicted of healthcare fraud in a two week trial in United States v. Katrin Saroukhanian.

Travel company owner was convicted of fraud in a two week trial in United States v. Rashid Minhas. Defendant was later convicted of selling fraudulent Hajj travel packages.

Real estate investor was convicted of bank fraud, mortgage fraud, and obstruction of justice in a two week trial in United States v. Keith Austin.

Investment adviser was barred from the industry for fraud in an SEC Administrative Proceeding in SEC v. Christopher A. Lowry.

Presentations

Ken has served as an instructor for the Bangladesh Police Staff College’s Financial Crimes Training Program.


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 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, OTPP, Sotheby’s 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


Peter Laveran-Stiebar is a U.S. corporate partner who recently spent more than a decade in Covington's London office. His broad-based transactional practice is largely international and he has particular transactional experience in the life sciences and media and communications industries. Mr. Laveran focuses on domestic and complex cross-border acquisitions and divestitures for private equity investors and emerging and mature companies headquartered in the U.S., Europe, and Asia, including Altice, GlaxoSmithKline, Indivior, Itochu, Magticom, Meda AB, and Merck & Co. Inc.

Mr. Laveran-Stiebar led the Covington team advising Altice in its $9.1 billion acquisition of Suddenlink and the $1 billion co-investment by funds advised by BC Partners and Canada Pension Plan Investment Board in Cablevision Systems Corporation; Meda AB in in all of its significant U.S. acquisition and divestiture activity in recent years, including the acquisitions of Acton Pharmaceuticals, MidNite, and a collection of women’s health products from Jazz Pharmaceuticals; Indivior in its demerger from Reckitt Benckiser; Itochu in the sale of PrimeSource Building Products, Inc. to Platinum Equity; funds managed by HealthpointCapital, LLC in the merger of Scient'x Groupe SAS with Alphatec Holdings, Inc.; and Magticom in its acquisition of retail and corporate ISP cable assets from Caucasus Online LLC.

Mr. Laveran-Stiebar also has experience with joint ventures, strategic alliances, non-controlling venture capital and private equity investments, and other corporate finance matters including international capital raising activities in London. His experience includes advising multi-national companies on the planning and development of European distribution structures and other commercial arrangements, and he has directed global post-closing merger integration efforts for clients in over 75 jurisdictions. Mr. Laveran has held leadership roles in Covington’s Middle East, Indian, and African practices.


William B. Sorabella is a Corporate/M&A partner based in New York City.  His practice focuses on the representation of principals in merger and acquisition transactions, primarily involving public companies.  He regularly represents corporate buyers and sellers, private equity funds and special committees in the purchase, merger and sale of companies and divisional carve-outs and in the formation and dissolution of joint ventures.  He also frequently represents financial advisors in similar transactions.  He also advises clients on corporate governance matters.

William has twice been named as one of the “Dealmakers of the Year” by The American Lawyer.  The 2010 edition spotlighted his work on behalf of 3G Capital Partners in its $4.0 billion acquisition of Burger King Holdings, Inc.  The 2012 edition spotlighted his work on behalf of Blum Capital Partners and Golden Gate Capital in their $2.0 billion acquisition of Collective Brands Inc.  William has also been named as a “Dealmaker of the Week” by The American Lawyer based on his representation of 3G Capital Partners in its acquisition of H.J. Heinz Company, together with Berkshire Hathaway Inc.

William has been recognized by Chambers USA: America’s Leading Lawyers for Business in Corporate/M&A for every year since 2013, which noted that he is a “very careful and meticulous” lawyer who “leaves no stone unturned.”  Sources say he has “excellent interpersonal skills” and “gets things done in a variety of environments.”  William was recognized in The Legal 500 U.S. for his work in M&A: mega-deals (1bn+) as an attorney who “provides critical support and is very knowledgeable on M&A matters.”  William has been selected and profiled as a “Rising Star” and twice as a “M&A MVP” by Law360 and named as a New York “Rising Star” by Super Lawyers.  His innovative work on transactions has also been recognized by several other publications, including The Financial Times in its U.S. Innovative Lawyers Report, The Deal Magazine in its annual “Deals of the Year” and The New York Times DealBook in its annual “Deal Makers at the Head of the Class” awards article.

Recent clients include corporate clients Tronox Limited, Murray Energy Corporation, Restaurant Brands International Inc., Huntsman Corporation, Exelon Corporation, Civitas Solutions, Inc., Exela Technologies Inc., Micro Focus International plc, Black Knight Financial Services Inc., Sagent Pharmaceuticals, Inc. and Innophos Holdings, Inc.; private equity sponsors 3G Capital Partners Ltd., GTCR LLC, The Carlyle Group and L Catterton; and numerous investment banks.  He has worked on matters across a wide range of industries, including healthcare, pharmaceuticals, industrials, chemicals, energy, food and beverage, retail, software, hardware, financial services and hospitality.

He is a graduate of Bowdoin College, summa cum laude and recipient of the Leonard A. Pierce Memorial Prize, and Georgetown University Law Center, cum laude.


Sayoko Blodgett-Ford is Member and Chief Privacy Officer at GTC Law Group PC in Massachusetts specializing in intellectual property, licensing, and data privacy and security in mergers and acquisitions.  She is a Certified Information Privacy Professional (CIPP/US).

She teaches Privacy Law, and Mobile App Development - Legal Contributions, as an adjunct professor at Boston College Law School.  She previously taught at the University of Hawaii William S. Richardson School of Law and at the University of Washington in the IP LLM program.

Sayoko previously served as general counsel of Tetris Online, Inc. and as Senior Manager of the Intellectual Property Group at Nintendo of America Inc.

Prior to Nintendo, Sayoko practiced at Foley Hoag LLP and was a law clerk for Judge Douglas P. Woodlock, U.S. District Court for the District of Massachusetts.

Sayoko holds a B.S. in Physics from the College of William and Mary, an M.S. in Physics from the University of Maryland, and a J.D. from Yale Law School.