Skip to main content

Acquiring or Selling the Privately Held Company 2018


Speaker(s): Ackneil M. Muldrow III, Benjamin E. Wallace, David Leinwand, David W. Pollak, Douglas T. Schwarz, Hugo Dubovoy, J. Mark Poerio, Jack S. Bodner, Jennifer L. Chu, Joseph A. Castelluccio, Joseph Ehrlich, Kimberly A. deBeers, Melissa Sawyer, Michael S. Sackheim, Sayoko Blodgett-Ford, William B. Sorabella
Recorded on: Jun. 19, 2018
PLI Program #: 221512

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.


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.


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


Hugo Dubovoy advises on corporate compliance, M&A, cross-border transactions and complex commercial arrangements in Latin America. Mr. Dubovoy is a former president and current board member of the US-Mexico Chamber of Commerce's Mid-America Chapter. He has also served as in-house counsel to the Mexican government and to the Mexican subsidiaries of large multinationals companies. He is fluent in English and Spanish and is admitted to practice Mexican Law.  He graduated summa cum laude from the Universidad La Salle Law School (Mexico City) in 1983.

Practice focus

Mr. Dubovoy regularly advises multinational companies across all industries on foreign investment, international joint ventures, restructurings, cross- border transactions and complex commercial and licensing arrangements. These include mergers and acquisitions, structuring, starting and conducting their operations, and green field projects. Mr. Dubovoy also assists clients in doing business internationally.

Representative clients, cases or matters

  • Represented a food industry manufacturer with respect to initiating manufacturing operations in Mexico, from project structuring, land purchase, construction, regulatory approvals and permits, and hiring.
  • Represented a beverage alcohol manufacturer in its acquisition of a state-of-the-art brewery located in Mexico.
  • Represented a truck manufacturer with respect to initiating manufacturing operations in Mexico, from project structuring, land purchase, construction, regulatory approvals and permits, and hiring.
  • Advised a dairy industry manufacturer with respect to the sale of its products in Mexico.
  • Advised an air conditioning equipment manufacturer on its Latin American commercial agreements.
  • Represented a technology and defense company in relation to government procurement contracts in Mexico.
  • Represented an outdoor power equipment manufacturer with respect to terminating and replacing its Latin American distributors.
  • Represented an electronic equipment manufacturer in its joint venture with a leasing company to serve the Mexican market.
  • Advised a tobacco company on its acquisition of a Mexican cigarette manufacturer.
  • Represented a major financial institution coordinating complex commercial and criminal litigation in Mexico.


Jack Bodner is a partner in the firm’s Mergers and Acquisitions and Corporate Governance groups. He has more than 20 years of experience in advising acquirers, targets, investors, boards of directors, special committees, and investment banks in domestic and cross-border negotiated and unsolicited mergers and acquisitions transactions. 

Mr. Bodner’s practice also includes counseling clients on corporate and governance related matters, including compliance and disclosure issues, shareholder rights plans and proxy contests, and other defense and takeover measures.  Mr. Bodner received his J.D. from New York University School of Law, where he was elected Order of the Coif, and his B.A., magna cum laude, from New York University.


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. 


Kimberly A. deBeers is a partner in the Chicago office of Skadden, Arps, Slate, Meagher & Flom LLP.

Ms. deBeers has a diverse corporate practice with extensive experience in the area of mergers and acquisitions, joint ventures, securities law and general corporate law matters. She regularly represents private equity firms, as well as various private and public corporate clients, on a wide variety of acquisition and sale transactions; leveraged buyouts, private equity and venture capital transactions; spin-offs; and recapitalizations, joint ventures and other financing transactions.

Ms. deBeers repeatedly has been selected for inclusion by Chambers USA and has been recognized in The Best Lawyers in America. She also was named as one of the 2014 “BTI Client Service All-Stars” by The BTI Consulting Group for providing outstanding client service. Ms. deBeers speaks yearly at the Practising Law Institute on securities issues relating to mergers and acquisitions. In 2016, Ms. deBeers was named one of the “Most Powerful and Influential Women” in Illinois by the National Diversity Council.


Mark Poerio is senior counsel in the DC office of the Wagner Law Group. Throughout his 30+ years of private practice (most with Wall Street law firms), Mark has  worked almost exclusively with business executives, with his focus being on executive compensation and ERISA fiduciary matters, especially from a business, governance, tax, labor, finance, securities, and litigation perspective.  Mark is Chambers-ranked, recognized by SuperLawyers, and for over 10 years has taught executive compensation classes at Georgetown Law.  Mark recently completed his terms as President of the American College of Employee Benefits Counsel (ACEBC), and as an executive board member of the American Benefits Council. 

In addition to representing companies, executives (individually) and compensation committees, Mark also has extensive experience with changes in corporate control, employee stock ownership plans (aka ESOPs), and tax exempt organizations. For the latter, his practice ranges from general governance to executive compensation -- e.g. Code section 457(f) and 4958 tax planning and correction.

 

EDUCATION

Cornell Law School, J.D., 1984 (cum laude)

University of Virginia, B.A., 1980 (cum laude)

Mark's Teaching and Publications

Since 2007, Mark has taught courses at Georgetown Law – with one course being focused on executive compensation, business, and governance, another on ESOPs, and another on the intersection of benefit plans and employment-related agreements with restrictive covenants such as non-competes. Associated with these, he maintains www.executiveloyalty.org.

 

NOTABLE PUBLICATIONS  

"Too Much Employer Stock? Don't Ignore Diversification" (Law360, 7/12/2018).

"New Year, New Stock Plan" (Bloomberg BNA, 2/21/2018, Poerio)

"Hitting Workplace Harassers Where It Hurts" (National Law Journal, 12/29/2017, Poerio et al).

"Spin-off Transaction Playbook" (NYU Law Review, with Towers Watson, 2013).  

U.S. Executive Compensation Litigation: Cannons to the Right . . . and to the Left” (International Pension Lawyer,, April 2013)  

“What Private Equity Managers Need to Know to Limit Their ERISA Obligations for Portfolio Company Pension Plans” (Bloomberg BNA, Nov. 2012).  

Candor for Compensation Committees” (Corporate Board Member, 11/2011). 

Crossing the Pond in Search of Better Executive Compensation Practices” (Corporate Governance Advisor, 3/10/2011).  

Executive Pay and Loyalty: From Velvet Fist to Iron Glove” (Corporate Governance Advisor, 1/2010).  

"Long-term Incentives and Golden Handcuffs in China" (Poerio et al, ChinaFocus, 2008).  

"Say Hello to Smart Goodbyes" re ERISA-fying Severance Practices (National Law Journal, 2008, Poerio et al).  

"Executive Insecurity" (Bloomberg BNA, 2008, Poerio et al).

 

PROFESSIONAL AND COMMUNITY INVOLVEMENT

American Benefits Council – Executive Board Member (2015-2018)

American College of Employee Benefit Counsel – Board Member and Immediate Past President (formerly ACEBC's President, Vice-President and Treasurer).  

Georgetown Law School -- Adjunct Professor (2007-present)  

Maryland Association of Social Service Boards -- Past Vice-Chair and Head of Legislative Committee; Pro bono Counsel for federal tax matters since 2004.  

MASSB Foundation -- Founder and Trustee (raising over $1 million for social services involving child protection and family preservation).

 


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 advisor. She is ranked by Chambers USA in Corporate/M&A, where clients describe her as “an absolute superstar,” and is recognized as a Law360 MVP in Food & Beverage, one of Crain’s “Leading Women Lawyers in New York City,” a “Top Woman Attorney in New York” by Super Lawyers, a Rising Star by IFLR1000 and was named “Dealmaker of the Week” by The American Lawyer. Additional accolades include receiving a Burton Award for Legal Achievement, being chosen as an Empire State Counsel Honoree by the New York State Bar Association and recognition by Super Lawyers for her work in Mergers & Acquisitions, Corporate Governance and Compliance and Business/Corporate.

In the past three years alone, Ms. Sawyer has advised: Apollo Education, AT&T, BBA Aviation, Bessemer, CONMED, CPPIB, CSM Bakery, Diageo, DS Smith, FXI, 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.

Ms. Sawyer is a Hiring Partner, an Associate Development Partner, a member of the Firm’s Managing Partners Committee and the Chair of the Knowledge Management Committee at Sullivan & Cromwell LLP.

Recent Publications

  • “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


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.


Ben is a Managing Director in the Healthcare Investment Banking Group and a member of the Mergers & Acquisitions Group, based in New York.  Ben has advised on over $500 billion of announced transactions across a variety of mergers, divestitures, unsolicited M&A, corporate defense and other structured transactions.  Prior to joining Goldman Sachs as a Managing Director, Ben was a Managing Director in the Mergers & Acquisitions Group at J.P. Morgan. 

Ben earned a BA in Business Economics, magna cum laude, from the University of California, Los Angeles and an MBA from the University of Chicago.  He resides in New York City with his wife and two sons.


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.


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).