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Hot Topics in Mergers & Acquisitions 2018


Speaker(s): Ann Beth Stebbins, Anne C. Foster, Benjamin A. Wilson, Eric L. Schiele, Gayle K. Turk, Jason E. Silvers, M.D., J.D., Jennifer A. Paradise, Jill Jackson, Jim E. Rossman, Mark E. Plotkin, Melissa Sawyer, Meredith L. Cole, Patricia Brink, Paul J. Shim, Paula Howell Anderson, Richard M. Casavechia, Sarkis Jebejian, Siobhan McCleary, Sonia K. Pfaffenroth, Ting S. Chen
Recorded on: Oct. 10, 2018
PLI Program #: 221531

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

Ms. Stebbins’ representative transactions include:

- Amylin Pharmaceuticals, Inc. in its $7 billion acquisition by Bristol-Myers Squibb Company;

- Funds advised by Apax Partners LP in:

· their acquisition of ECI Software Solutions and the North American business of Exact Group B.V.;

· their acquisition of a majority stake in Accenture LLP’s Duck Creek insurance software business;

· their acquisition of a controlling interest in FULLBEAUTY Brands, Inc.;

· their acquisition of Quality Distribution, Inc.;

· their acquisition of Advantage Sales & Marketing from J.W. Childs Equity Partners and its subsequent sale to affiliates of private equity firm Leonard Green & Partners, L.P. and funds advised by CVC Capital Partners Limited; and

· their acquisition of Tivit, a leading technology service provider in Brazil.

- Bally Technologies, Inc. in its $5.1 billion acquisition by Scientific Games Corporation, a supplier of instant-win lottery tickets and a manufacturer of lottery terminals;

- Cineworld Group plc in its $3.6 billion acquisition of Regal Entertainment Group;

- Colfax Corporation in the sale of its fluid handling products to CIRCOR International, Inc. and its acquisition of Victor Technologies Group Inc. from Irving Place Capital;

- Empresas Polar S.A. in connection with the formation of a joint venture with PepsiCo, Inc. and Grupo Embotelladoras Unidas, S.A.B. de C.V. to manufacture and distribute beverages in Mexico;

- Gucci Group N.V. in its successful defense against a hostile takeover attempt by LVMH Moët Hennessy Louis Vuitton S.A.; and its independent directors in connection with Pinault-Printemps-Redoute’s acquisition of the publicly held shares of Gucci; and in numerous acquisitions of European luxury goods companies, including Sanofi Beauté (which includes the Yves Saint Laurent clothing and perfume businesses), Balenciaga S.A., Stella McCartney Ltd., Alexander McQueen Ltd. and Bedat S.A.;

- J. C. Penney Company, Inc. in its acquisition of the Liz Claiborne and Monet trademarks from Liz Claiborne, Inc.;

- Pharmaceutical Product Development, Inc. in its $3.9 billion sale to The Carlyle Group and Hellman & Friedman;

- SeaCube Containers, Ltd. in its $1.7 billion acquisition by Ontario Teachers’ Pension Plan;

- the independent members of the board of directors of Time Warner Cable Inc. in its acquisition by Charter Communications; and

- WABCO Holdings Inc. in its pending $7 billion acquisition by ZF Friedrichshafen AG.

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


Benjamin Wilson is an Executive Director in J.P. Morgan’s Investment Bank and part of the Mergers & Acquisitions department based in New York. Mr. Wilson has been a member of the firm’s Mergers & Acquisitions group for over eleven years since joining the firm as part of its Summer Analyst program.

During his career, he has advised clients on a wide range of transactions including mergers, acquisitions, divestitures, separations, cross border transactions, whole company sales, minority interest processes, strategic alternatives, corporate defenses and unsolicited transactions.

Mr. Wilson graduated with honors from The Johns Hopkins University receiving a Bachelors degree in Economics and Entrepreneurship & Management.

Select publicly disclosed investment banking experience includes the following transactions:

  • Vonage on its acquisition of NewVoiceMedia
  • Jones Companies and Beasley Forest Products on sale of a majority stake in Yak Mat to Platinum Equity
  • PLI on its sale to Platinum Equity
  • Andritz AG’s $833mm acquisition of Xerium Technologies, Inc.
  • Universal Corporation on its activist defense assignment
  • P&S Logistics on its sale to One Equity Partners
  • Trinity Industries on the proposed tax-free separation of its infrastructure-related businesses
  • Love’s on its acquisition of SpeedCo from Bridgestone
  • Funimation on its sale to Sony Pictures Television Networks for $151mm
  • Holiday Stationstores on its review of strategic alternatives and subsequent sale to Alimentation Couche-Tard
  • Westport Fuel Systems on the sale of select assets relating to its Industrial business to EControls
  • Westport Fuel Systems on the sale of its Auxiliary Power Unit business to Carrier Transicold, a unit of United Technologies Corporation
  • Carter’s Inc. on its $140mm acquisition of Skip Hop, Inc.
  • Defense advisor to Farmer Brothers
  • CSW Industrial on its activist defense assignment
  • Fuel Systems Solutions, Inc. on its review of strategic alternatives and subsequent $350mm all-stock merger with Westport Innovations, Inc.
  • ANN INC on its strategic alternatives and subsequent ~$2.2bn sale to the Ascena Retail Group in cash and stock consideration
  • Hawaiian Electric Industries on its potential $4.3bn stock-for-stock combination with NextEra Energy and ~$800mm spin-off of ASB Hawaii, Inc.
  • The City of Philadelphia on its $1.9bn potential sale of the Philadelphia Gas Works to UIL Holdings Corporation
  • William Lyon on its $520mm acquisition of the residential homebuilding business of Polygon Northwest
  • Men’s Wearhouse on its review of strategic alternatives, defense and subsequent $1.8bn acquisition of Jos. A. Bank
  • Alpha Natural Resources on the exchange of its 50% interest in Alpha Shale Resources for $300mm in Rice Energy stock and cash
  • Fiesta Restaurant Group on its review of strategic alternatives
  • Bill Barrett Corporation on its $371mm sale of its Uinta Basin assets
  • Advance Auto Parts on its $2.0bn acquisition of General Parts International
  • Murphy Oil Corporation on its spin-off of Murphy USA
  • Tricon Capital Group on its $261mm Co-Investment in Tricon IX LP
  • Affinia Group Inc. on the spin off of its Brake division
  • Atlas Resource Partners LP on its $206mm acquisition of Titan Operating LLC
  • Medco Health Solutions on its $34bn merger with Express Scripts
  • BHP Billiton on its $43bn bid for PotashCorp
  • Taylor Wimpey Plc on the $955mm divestiture of its North American homebuilding operations to TPG, Oaktree and JH Investments
  • The Carlyle Group on the $3.9bn acquisition of Commscope
  • Misys on its €440mm acquisition of Sophis
  • Gas Natural on the $1.2bn divestiture of its Mexican power generation portfolio to Tokyo Gas and Mitsui & Co.
  • AEI on the sale of its indirect controlling interest in Organización Terpel , a retail fuel company, for $265mm, valuing Terpel at $1.7bn
  • Promigas on the spin-off of its stake in Sociedad de Inversiones de Energía S.A. into the stand-alone entity Proenergía for $557mm


Eric Schiele is a corporate partner in the New York office of Kirkland & Ellis LLP. His practice primarily encompasses public and private mergers and acquisitions and board advisory work, including hedge fund activism defense.

Eric has been repeatedly recognized as a leading lawyer in mergers and acquisitions. He was recognized for his M&A work by Chambers USA: America’s Leading Lawyers for Business from 2015 through 2019 and was highlighted by clients as “absolutely terrific” and “thorough, wise, always available and very results oriented.” Eric was also recognized by IFLR1000 from 2015 through 2019 and was named to Lawdragon’s list of the “500 Leading Lawyers in America” in 2016 and 2017. He has also been recognized by The Legal 500 for his transactional work in the media and entertainment industry in 2017 and 2018, for his transactional work on mergers & acquisitions in 2018 and 2019, for his transactional work in the telecoms and broadcast industry in 2014 and 2017, for his transactional work in the technology industry in 2015 and for his skill in the capital markets arena from 2011 through 2013.

Eric is a frequent speaker on M&A topics, including co-chairing PLI’s Hot Topics in Mergers and Acquisitions conferences from 2014–2019 and chairing its Shareholder Activism conference in 2016, 2018 and 2019. Eric received his J.D. at The University of Texas School of Law and his B.A. from Ohio Wesleyan University.


Jim Rossman is the Head of Shareholder Advisory at Lazard and advises clients in connection with preparing for and responding to shareholder activism. Mr. Rossman joined Lazard in 2003 and has over 25 years of experience as both a lawyer and investment banker.

Prior to joining Lazard, Mr. Rossman was a senior equity capital markets banker at Lehman Brothers.  Prior to his work at Lehman Brothers, Mr. Rossman was a corporate lawyer at Cleary, Gottlieb, Steen & Hamilton in their New York and Brussels offices, specializing in capital markets, mergers and acquisitions, and debt restructuring.

Mr. Rossman is the Chairman of the Board of Trustees for the Brooklyn Historical Society and a Trustee of Greenwood Cemetery in Brooklyn.  He serves on the Board of Advisors of the Institute for Law and Economics at the University of Pennsylvania; the Advisory Board of the John L. Weinberg Center for Corporate Governance; the Advisory Council for the Harvard Roundtable on Corporate Governance; and the Board of Advisors of the Institute for Corporate Governance & Finance at NYU School of Law.

Mr. Rossman earned a B.A. from Kenyon College, an M.A. from The University of Virginia, and a J.D. from New York University School of Law.


Mark Plotkin is a partner in the Washington, DC office of Covington & Burling.   He has been named a Dealmaker of the Year by The American Lawyer, a Most Valuable Player by Law 360, and a Regulatory and Compliance Trailblazer by The National Law Journal.  He also is top-ranked both nationally and globally by Chambers and Partners for his expertise in representing clients before the Committee on Foreign Investment in the United States (CFIUS) as well as for his three decades of experience in handling sophisticated financial services and privacy matters.

In the national security arena, Mr. Plotkin represents clients before the Committee on Foreign Investment in the United States (CFIUS) in obtaining approval for foreign investments in the United States.  He has negotiated some of the most significant, complex and sensitive national security mitigation agreements with the U.S. government since the terrorist attacks of September 11, 2001.  To date, Mr. Plotkin has handled transactions with an aggregate market value of well over $200 billion, including many involving advanced weapons systems, classified intelligence activities, and sensitive homeland security features.  Mr. Plotkin works regularly with senior officials of the Departments of Justice, Homeland Security and Defense, the Federal Bureau of Investigation, the National Security Agency, and other members of the defense and intelligence communities.

His diverse range of clients has included defense contractors such as Northrop Grumman and Raytheon; technology giants such as Microsoft and Verizon; private equity firms such as The Carlyle Group and KKR; sovereign funds and state owned enterprises in Bhutan, China, Israel, Singapore and the United Arab Emirates; financial and investment firms, including American Express and Goldman Sachs; multinational oil companies such as Shell and Exxon-Mobil; media firms such as Publicis and Thomson-Reuters; and consumer product companies such as Starbucks and Procter & Gamble.

Mr. Plotkin is an adjunct professor at Georgetown University Law Center, where he teaches a course on national security law.  He has testified before Congress, Congressional commissions and the Uniform Law Commission.  Mr. Plotkin joined Covington in 1987 after graduating summa cum laude from Yale College and with honors from Harvard Law School.  He is a member of the Council on Foreign Relations.


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


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

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

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

 


Ms. Paradise is General Counsel of White & Case LLP. As such, she advises the Firm's lawyers on issues relating to professional responsibility, manages the Firm’s Compliance and New Business Teams, and is a member of the Firm's Global Risk Management Committee.

Prior to joining White & Case, Ms. Paradise practiced in the litigation department at another leading firm where she litigated matters on behalf of financial service and communications industry clients.

Ms. Paradise is a former member of the American Bar Association's Standing Committee on Ethics and Professional Responsibility and of the Committee on Professional Responsibility of the Association of the Bar of the City of New York. She frequently lectures on issues pertaining to professional responsibility and teaches Ethics and Professionalism at Fordham Law School.

Ms. Paradise is a graduate of Columbia Law School where she was an Editor of the Columbia Law Review and a Stone and Kent Scholar. Ms. Paradise clerked for the Honorable Nina Gershon, United States District Court Judge for the Eastern District of New York from 2002-2003.


Paul Shim is a partner in the New York, NY office of Cleary Gottlieb Steen &  Hamilton LLP.  His practice focuses on public and private merger and acquisition transactions.

He also provides advice regarding governance matters and the fiduciary duties of officers and directors to corporations and their boards.

He repeatedly has been recognized by the business and legal press for his work on behalf of clients, including twice being named a “Dealmaker of the Year” by The American Lawyer.


Practice

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

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

Recent Experience Includes Representation of:

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

Education

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


Richard Casavechia is Managing Director and Head of M&A Structuring at Barclays. Mr. Casavechia regularly advises on all types of complex acquisition and disposition strategies, including taxable and tax-free mergers; spin-offs, split-offs, carve-outs and spin / merge transactions; REIT conversions and spin-offs; tax-efficient IPOs; joint ventures and partnerships; tax-efficient share repurchases; structured transactions to hedge (or dispose of) appreciated assets without triggering tax; and cross-border M&A and financing transactions.

Mr. Casavechia is particularly active in the area of corporate separations and cross-border transactions, most recently advising on Tenneco’s acquisition of Federal-Mogul, KAR Auction Services spin-off of Insurance Auto Auctions, Aptiv’s spin-off of Delphi Technologies, NXP’s acquisition by Qualcomm, Supervalu’s sale of its Save-A-Lot business, Agrium’s combination with Potash, Mattress Firm’s sale to Steinhoff, Hertz’s spin-off of its equipment rental business, Change Healthcare’s combination with McKesson’s Technology Solutions business, HCP’s spin-off of Quality Care Properties, Anheuser-Busch InBev’s acquisition of SABMiller, and The Dow Chemical Company’s separation and merger of its Chlorine Business with Olin Corporation.

Prior to joining Barclays in 2014, Richard was a Managing Director in the Mergers & Acquisitions group at Bank of America Merrill Lynch, primarily responsible for the M&A Structuring practice where he advised on numerous complex and innovative tax-driven transactions, including Rayonier's spin-off of Rayonier Advanced Materials, Windstream's spin-off and REIT conversion, and Penn National Gaming's spin-off of its real estate into Gaming & Leisure Properties. He also advised on Pfizer's tax-free IPO and split-off of Zoetis, Dean Foods' tax-free IPO and spin-off of WhiteWave, Time Warner's spin-off of AOL, J .M. Smucker's acquisition of Folgers from Procter & Gamble, Simon Property Group’s spin-off of Washington Prime Group, Ralcorp's acquisition of Post cereals from Kraft, and Mediacom Communications' redemption of Morris Communications in a cash-rich split-off. Mr. Casavechia was a member of the firm's Fairness Opinion Committee, and also helped coordinate transaction structuring activities for the Global Equities and Equity Derivative businesses.

Prior to joining Bank of America Merrill Lynch in 2006, Mr. Casavechia was Global Head of M&A Tax Advisory for JP Morgan (1997-2006) and also worked as a tax attorney, most recently for Cahill Gordon & Reindel. Before entering private practice, he was a law clerk for the Honorable Stephen S. Trott on the United States Court of Appeals for the Ninth Circuit.

Mr. Casavechia earned a J.D. from Harvard Law School and a B.A. in economics (Phi Beta Kappa) from Wesleyan University.


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

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

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


Sonia Kuester Pfaffenroth represents companies in a range of industries in international cartel investigations, merger and acquisition reviews and civil antitrust litigation, as well as providing day-to-day antitrust counseling.

Sonia rejoined Arnold & Porter in 2017 from the Antitrust Division of the US Department of Justice (DOJ) where she served most recently as Deputy Assistant Attorney General for Civil and Criminal Operations. In that role, Ms. Pfaffenroth was responsible for supervising both civil and criminal antitrust enforcement efforts, as well as the Division's work with antitrust and competition law enforcement agencies worldwide.  While at the DOJ, Ms. Pfaffenroth oversaw a number of the Division's most significant matters, including the Division's challenges to the Anthem/Cigna and Aetna/Humana mergers and the American Express litigation.

Before leaving to join the DOJ in 2013, Ms. Pfaffenroth was a partner at the firm.  Ms. Pfaffenroth originally joined Arnold & Porter in 2005 after clerking for Judge Paul Friedman of the US District Court for the District of Columbia.


Ting S. Chen is a partner in Cravath’s Corporate Department. Her practice focuses on mergers and acquisitions, corporate governance, and activism and takeover defense.

Ms. Chen’s clients have included Avon, BDT Capital Partners, British American Tobacco, DHT, DreamWorks Animation, Goldman Sachs, Honeywell, IBM, InterMune, JPMorgan Chase, Kraft, Lundbeck, OneBeacon Insurance, Pitney Bowes, Qualcomm, Starbucks, The Washington Post, White Mountains Insurance and Zale Corporation.

Ms. Chen has been recognized for her work in mergers and acquisitions by The Legal 500 and IFLR1000. In 2019, she was included in Crain’s New York Business’s list of “Notable Women in Law.” In 2017 and 2018, Ms. Chen was named a “Next Generation Lawyer” in the media and entertainment arena by The Legal 500. In 2015, Ms. Chen was named a “Rising Star” by Law360, recognizing her as one of eight outstanding merger and acquisition lawyers in the nation under the age of 40.

Ms. Chen was born in Taipei, Taiwan. She received an A.B. summa cum laude from Harvard University in 2003, where she was elected to Phi Beta Kappa, and a J.D. from Stanford Law School in 2006. Ms. Chen joined Cravath in 2006 and became a partner in 2014.


For over 20 years, Gayle Turk has advised companies across a range of industries on strategic and M&A matters, including buy-side, sell-side, split-ups, special committee assignments, strategy development, investor messaging and shareholder activism.  At Centerview, Ms. Turk focuses on the general industrials sector and has been a long-term strategic and financial advisor for some of the largest companies in the space, including Honeywell, Emerson, Johnson Controls, 3M and Caterpillar.  Her transaction experience includes advising Honeywell on its portfolio review resulting in the pending separations of its Homes and Transportation Systems businesses; other transactions for Honeywell include the sale of its government services business to KBR, the spin-off of AdvanSix, its resins and chemicals business, and its acquisition of xTralis.  Ms. Turk worked with Johnson Controls on its merger with Tyco, the sale of its Scott Safety business to 3M, and the spin-off of Adient, its automotive business.  At Emerson, she worked on its strategic repositioning including the sale of its Network Power business to Platinum Equity and the sale of its Motors & Drives businesses to Nidec.  Other transaction experience includes advising Dover on its spin-off of Apergy, its upstream oil and gas business; 3M on its acquisition of the Separations Media business of Polypore; General Electric on the sale of its remaining 49% stake in NBCUniversal to Comcast; United Rentals on its acquisitions of NES, Neff and National Pump; and TE Connectivity on its sale of its Network Solutions business to Commscope and its acquisition of Measurement Specialties.  Ms. Turk also advised X-Rite on its sale to Danaher, General Motors on its sale of a 51% interest in GMAC, and Cendant on its split-up which included the separation of Realogy and Wyndham Worldwide and the sale of Travelport to Blackstone.

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

Ms. Turk received a B.A. magna cum laude from Harvard University, and an M.B.A. with honors from Harvard Business School. She resides in New York City with her husband and daughter and is a member of the Council on Foreign Relations.


Jason is a Partner in the Healthcare Group and the M&A Group within the Investment Banking Division at Goldman, Sachs & Co. As Global Head of M&A for the Healthcare Group, Jason is responsible for executing M&A transactions across all industries in Healthcare.

Jason joined Goldman Sachs as a summer associate in 2001 and rejoined the firm as an associate in 2002. In 2005, he served as business unit manager for the Healthcare Group. In 2007, Jason joined the M&A group and in 2010, he was named Managing Director. Jason was named Partner in 2014.

Jason currently serves as a director on the board of WestRash Charities, a not-for-profit organization focused on supporting children diagnosed with pediatric cancer. He also serves as a director and Chairman of the Nominations & Governance Committee on the board of PENCIL, a not-for-profit organization devoted to enhancing educational and employment opportunities for NYC public school students.

Jason earned a BS in Chemistry from Brown University in 1994, an MD from Johns Hopkins University School of Medicine in 1998 and a JD from Yale Law School in 2002.


Jill is a member of the PwC US Contracts and Closing Mechanisms (“CCM”) practice and focuses on advising clients regarding the accounting-related aspects of sale and purchase agreements (“SPAs”). Jill has experience in negotiating adjustments for purchase price mechanisms, teaming with legal advisors to draft financial-related SPA exhibits (e.g. statement of accounting principles, working capital or earn-out calculation illustrations, etc.), advising on complex locked box mechanisms, as well as public speaking regarding SPA related topics.  Jill has reviewed over 400 SPAs and has focused on US deals, cross-border deals, and deals in Southeast Asia.

Jill has over 10 years of financial diligence experience.  Jill started in Transaction Services with PwC US in Chicago in 2004 and spent 1.5 years with the PwC Singapore firm starting in August 2013. 

Jill received her Bachelors in Public Accounting from Illinois Wesleyan University.  Jill is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants.


Siobhan is a Managing Director and a member of the legal group at Accenture, and her practice focuses on both mergers & acquisitions and strategic minority investments.

Siobhan received a Bachelor of Arts degree from the University of Pennsylvania in 1991, and a Juris Doctor degree from the University of Pennsylvania Law School in 1996.  Prior to joining Accenture in 2013, Siobhan was in private practice in both New York and Silicon Valley.

 


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

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


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