Skip to main content

Doing Deals 2019: The Art of M&A Transactional Practice


Speaker(s): Brett K. Shawn, Christina Ackermann, David M. Rievman, Eliot Cotton, Igor Kirman, James E. Langston, Jane Greyf, Kira M. Schwartz, Louis Goldberg, Melissa Sawyer, Salvatore J. Gagliardi, Sarah Jones, Trevor S. Norwitz
Recorded on: Mar. 6, 2019
PLI Program #: 251235

Brett K. Shawn is based in New York, joined Warburg Pincus in 2015, and focuses on legal matters relating to the firm's investing activities.  Prior to joining the firm, he was an attorney focusing on mergers and acquisitions, securities law matters, and corporate governance at Wachtell, Lipton, Rosen & Katz.  Prior to attending law school, Mr. Shawn worked in the asset backed securities group at J.P. Morgan.  Mr. Shawn received a B.A. in Economics/Philosophy from Columbia College and a J.D., magna cum laude, from New York University School of Law.  Mr. Shawn is a member of the New York Bar.


Christina Ackermann joined the company as Executive Vice President, General Counsel, in August 2016. In this role, she is responsible for Bausch Health’s worldwide legal affairs, compliance, global security and enterprise risk management.  

Prior to Bausch Health,  Ackermann was part of the Novartis group of companies for 14 years, most recently serving as Senior Vice President, General Counsel for Alcon, where she was responsible for the for the legal, intellectual property and compliance functions.

Previously, she served as Global Head, Legal and General Counsel at Sandoz, the generics division of Novartis, from 2007 to 2012. She joined Novartis Pharma in 2002 as Head, Legal Technical Operations and Ophthalmics, and assumed the role of Head Legal General Medicine in July 2005.

Before Novartis, Ackermann served in Associate General Counsel roles with Bristol Myers Squibb and DuPont Pharmaceuticals, as well as in private practice, where she focused on securities, and mergers & acquisitions.

Ackermann attended York University, Toronto, Canada, for her undergraduate studies, focusing initially on fine arts and later moving into mathematics and political sciences. Ackermann also attended Queen's University, Kingston, Canada, where she obtained her LL.B., and King’s College at the University of London, UK, where she obtained a Post Graduate Diploma in EC Competition Law.


Eliot Cotton is an Assistant General Counsel at Riverstone Holdings, an energy and power-focused private investment firm with $38 billion of capital raised and more than 160 investments in North America, South America, Europe, Africa, Asia, and Australia. At Riverstone, Eliot works on buyout and growth capital investments in the exploration & production, midstream, oilfield services, power, and renewable sectors of the energy industry. Riverstone has offices in offices in New York, London, Houston, and Mexico City.

Prior to Riverstone, Eliot worked at the law firm Vinson & Elkins, representing founders, high-growth companies and venture capital firms in many areas, including corporate and securities law, corporate formations, venture capital financings, intellectual property matters, and all other issues early-stage companies encounter. Additionally, he guided clients with respect to mergers and acquisitions, fund formation and the capital markets.


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

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

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

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


James Langston is a partner in New York whose practice primarily focuses on friendly and hostile M&A, corporate governance and other complex corporate transactions. James has significant experience in both cross-border and domestic transactions, including conflict transactions, mergers-of-equals, LBOs, joint ventures and carve-out transactions. He also frequently represents companies and their board of directors on takeover defense and shareholder activism situations. Law360 named James one of its “Rising Stars” for his work on some of the largest and most high-profile M&A transactions in recent years. James is also recognized as a “Next Generation Lawyer” by Legal 500 U.S. and as a “Rising Star” by IFLR.

Notable Experience

  • Allergan in its proposed $160 billion merger with Pfizer, $40.5 billion sale of its global generics pharmaceuticals business to Teva and $2.1 billion cash and stock acquisition of Kythera Biopharmaceuticals
  • Actavis in its $70.5 billion white knight acquisition of Allergan
  • Medtronic in its $49.9 billion acquisition of Covidien
  • Suntory in its $16 billion acquisition of Beam
  • General Mills in its $8 billion acquisition of Blue Buffalo Pet Products
  • GlaxoSmithKline in its unsolicited tender offer to acquire Human Genome Sciences and resulting $3.6 billion negotiated acquisition
  • Lafarge in divestitures related to its €40 billion merger of equals with Holcim
  • Biomet in its $13.35 billion cash and stock merger with Zimmer Holdings
  • Bemis Company in its pending $6.8 billion all-stock combination with Amcor
  • Neiman Marcus in its $6 billion sale to Ares Management and CPPIB
  • Special Committee of the Board of Directors of Spectrum Brands in Spectrum’s $10 billion merger with HRG Group
  • Westlake Chemical in its unsolicited offer to acquire, and subsequent $3.8 billion acquisition of, Axiall
  • RCN Telecom in its $2.36 billion acquisition of Wave Broadband
  • Allied Universal in its $1 billion acquisition of U.S. Security Associates
  • TPG Capital in its $2.25 billion acquisition of the RCN and Grande cable businesses, $1.7 billion acquisition of Savers and acquisition of PRIMEDIA
  • Warburg Pincus in its acquisitions of Duravant and Wencor, simultaneous acquisitions of Universal Services of America and Guardsmark, and sale of GT Nexus


Jane Greyf, a corporate partner in Latham & Watkins’ New York office, advises private equity firms and their portfolio companies in a range of corporate transactions. She also advises corporate clients in strategic M&A matters.

Ms. Greyf helps clients maximize the value of their corporate transactions. A member of the Mergers & Acquisitions Practice, she represents leveraged buyout sponsors, venture capital funds, hedge funds, and other private equity investors and portfolio companies. She brings to clients a keen market perspective on transactions including:

  • Acquisitions
  • Dispositions
  • Investments
  • Joint ventures
  • Buyouts
  • Tender offers
  • Co-investments
  • Leveraged finance

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

Experience

Mr. Greyf's experience spans the energy, general industrials, and technology sectors, among other industries. Her extensive track record of M&A and private equity work includes representing:

  • GVC Holdings PLC in the establishment of a 50/50 joint venture with MGM Resorts International to create a world-class sports betting and online gaming platform in the United States
  • Partners Group in leveraged buyouts of Dynacast, Kindercare, and SMS*
  • SMS, a portfolio company of Partners Group, in its acquisition of Curvature*
  • Dynacast, a portfolio company of Partners Group, in its acquisition of Signicast*
  • Leeds Equity in leveraged buyouts of Evanta, Campus Labs, and Academic Management Systems, and the subsequent sale of Evanta*
  • Iconiq Capital in numerous growth equity investments*
  • DST Global in numerous growth equity investments*
  • Level Equity in numerous growth equity investments and buyout transactions*
  • Hillhouse Capital in numerous private equity investments and buyout transactions*
  • Utopus Holding, Inc. in a sale to Vestas Holdings Limited*
  • Petmatrix, Inc. in a sale to Spectrum Brands*

*Matter handed prior to joining Latham


Kira Schwartz is Senior Vice President and Associate General Counsel at Allergan plc.  She leads the legal team responsible for mergers and acquisitions, licensing transactions, alliance management, corporate governance and human resources support.  Ms. Schwartz joined Forest Laboratories, Inc. in 2008 as Associate General Counsel and continued with Actavis plc following Actavis’ acquisition of Forest Laboratories.  She led Actavis’ acquisition of Allergan, Inc. and the divestiture of the company’s generics business to Teva.

Prior to joining Forest Laboratories, Ms. Schwartz was Senior Corporate Counsel, Business Transactions, at Pfizer Inc. and a corporate associate at Cleary, Gottlieb, Steen & Hamilton LLP.  Ms. Schwartz received a J.D. from Yale Law School and a B.A. in Economics from Tufts University.


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


Sarah Jones is a Partner in the Corporate practice of Clifford Chance and is the Head of our global Consumer Goods group. She has extensive experience in advising multinational corporations on high profile, complex, cross-border M&A in particular in the consumer goods sector. Sarah regularly provides advice on the establishment and ongoing conduct of joint ventures in a wide variety of industries. Sarah has been a partner with the firm since 2001 and has been based in its New York office since 2006.  She is admitted as a solicitor in England & Wales and to the New York Bar.

Relevant experience includes advising:

  • Pfizer on the English law aspects of the establishment of a joint venture with GlaxoSmithKline plc to create a global consumer healthcare company
  • Mondelez International, JAB’s partner in Keurig, in the merger of Dr Pepper Snapple Group, Inc. and Keurig Green Mountain, Inc.  Mondelez will hold an approximately 13-14% stake in the combined $11B revenue company
  • National Dioxide Company in relation to the sale to Tronox Limited of its domestic and international titanium dioxide (Ti02) business in consideration for US$1.63 billion and newly issued shares of Tronox
  • Coca-Cola Co and Coca-Cola Femsa in their US$575 million agreement to acquire AdeS, the soy-based beverage unit of Unilever
  • Mondelez International Inc. in connection with the US$13.9 billion acquisition of Keurig Green Mountain by JAB Holding Company. Minority investors, who are shareholders in Jacobs Douwe Egberts, including Mondelez and entities affiliated with BDT Capital Partners, have partnered with JAB on its current deal for Keurig
  • Jacobs Douwe Egberts on the sale of Carte Noire to Lavazza, as a result of the commitments taken by Jacobs Douwe Egberts following the merger of the coffee businesses of Mondelez Group and Douwe Egberts Master Blenders
  • Mondelez International on the combination of its global coffee business with D.E. Master Blenders 1753 B.V to be named Jacobs Douwe Egberts (JDE) and, prior to closing, on its internal restructuring to separate coffee from Mondelez's other operations across more than 40 jurisdictions
  • GTECH S.p.A. on its change of corporate seat from Italy to the UK (by means of a European cross border merger) and its acquisition of IGT (by means of a US merger) for an aggregate consideration of US$4.6 billion
  • Kraft Foods on its £11.6 billion takeover of Cadbury and subsequent reorganization
  • Philip Morris International in its acquisition of a 20% equity interest in Megapolis Distribution BV in Russia for $750 million
  • Bridgepoint in the sale of the Permaswage Group to Precision Castparts Corp. (PCC)
  • Motorola Solutions, Inc. on its takeover of Psion plc
  • TAM Airlines in its US$7 billion merger with Lan Chile to form LATAM Airlines Group S.A.  
  • Kraft Foods on its €5.3 billion acquisition of the global biscuits business of Danone
  • Kraft Foods on its US$1.067 billion acquisition of the Iberian biscuits operations of United Biscuits
  • Philip Morris International on its US$5.2 billion acquisition of HM Sampoerna TBK
  • Altria Group on the US$5.622 billion merger of Miller Brewing with South African Breweries (to form SABMiller)


Trevor Norwitz is a partner in the Corporate Department at Wachtell, Lipton, Rosen & Katz where he focuses primarily on mergers and acquisitions, corporate governance and securities law matters.  He has advised a range of public and private entities in a variety of industries in connection with mergers, acquisitions, divestitures, hostile takeover bids and defenses, proxy contests, joint ventures, financing transactions and corporate governance matters.

Selected recent representations by Mr. Norwitz include:  Whole Foods in its sale to Amazon.com and its response to shareholder activism; Medivation in its sale to Pfizer; Dollar Tree in its contested acquisition of Family Dollar Stores; eBay in connection with a proxy contest by Carl Icahn, and its spinoff of PayPal, Inc.; Creative Artists Agency LLP in connection with its restructuring and sale of a controlling interest to TPG Group; S&P Global (formerly McGraw Hill) in its sale of the McGraw Hill Education business to Apollo Advisers, its joint venture with CME Group to form S&P/Dow Jones Indices, and its acquisitions of SNL Financial and other companies; and numerous acquisitions for Ventas, Novartis and Danaher Corporation.

Mr. Norwitz teaches a course in Mergers and Acquisitions at Columbia University School of Law.  He chairs the New York City Bar Committee on Mergers and Acquisitions and Corporate Control Contests, and the M&A Subcommittee of the International Bar Association Securities Committee, and is a member of the American Law Institute, and committees of the American Bar Association.  He served as a member of an international advisory group to the South African government on company law reform.  A regular speaker and panelist at professional conferences, he has chaired and participated in numerous continuing legal education programs and contributes regularly to professional publications on topics relating to M&A and corporate governance.  Mr. Norwitz also chairs and serves on a number of non-profit boards of directors, and on the Advisory Board of the Robert L. Bernstein Institute of Human Rights at NYU Law School.

Born in Cape Town, South Africa, Mr. Norwitz received his Bachelor of Business Science with first class honors from the University of Cape Town in 1986.  On a Rhodes Scholarship to Oxford University, he read law at Keble College, graduating with first class honors in 1989, and then completed an LL.M. at Columbia University in 1990.  He joined the firm in 1994 and was named partner in 1998.


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

Work Highlights

Mr. Goldberg’s client representations include AgroAmerica, Amdocs, Citigroup, ExxonMobil, Heineken, IHS Markit, Morgan Stanley, Syngenta AG and the Williams Companies.

Deal Highlights

  • Williams on its $10.5 billion acquisition of all of the outstanding public common units of Williams Partners L.P. and $1.125 billion combined sale of assets and equity comprising Williams Partners L.P.’s Four Corners Area business in New Mexico and Colorado to Harvest Midstream Company
  • Services Group of America on the pending $1.8 billion sale of its five operating companies collectively known as SGA’s Food Group of Companies to US Foods
  • Heineken in the acquisition of the second largest beer company in Brasil from its Japanese owner Kirin
  • Markit on its all-share merger of equals with IHS valued at more than $13 billion
  • Syngenta in its:
    • $43 billion acquisition by ChemChina in the largest transaction by a Chinese company outside China
    • successful defense against an unsolicited bid by Monsanto
  • Formation of BlueteamGlobal, a cyberthreat monitoring and intelligence business, and the roll-up of three acquisitions into Blueteam
  • Sale of Pharmerica to a consortium of KKR and Walgreens
  • Representing the U.S. national residential mortgage registration system (MERS) in its sale to Intercontinental Exchange (ICE)
  • Citigroup on a series of strategic transactions, including its:
    • $4.25 billion sale of OneMain to Springleaf through a dual-track M&A and IPO process
    • $306 billion loss protection guarantee program with the U.S. government
    • $52 billion capital realignment and its exit from its TARP U.S. government financial assistance
  • CVS in its:
    • Contested acquisitions of Caremark and Longs Drugs
    • Acquisition of the Medicare Part D business of Universal American
    • Acquisitions of Eckerd and Albertson's
  • Exxon in its acquisitions of Mobil and XTO Energy
  • J.P. Morgan in its merger with Chase Manhattan Bank
  • Morgan Stanley on its:
    • Sale of its Global Oil Commodities business
    • Sale of TransMontaigne
    • $1.5 billion disposition of its Van Kampen investment management business
    • FrontPoint spinoff
  • ABN AMRO, Goldman Sachs and Citigroup on their investment in Digital Asset Holdings, a technology startup company led by former JPMorgan Chase executive Blythe Masters, in a funding round exceeding $50 million with 10 other leading international financial institutions
  • Extensive experience in transactions involving forming, buying, selling or divesting “alternatives” asset managers, including the formation of Old Lane and its sale to Citigroup

Recognition

Mr. Goldberg is recognized as a leader in the legal industry:

  • Lawdragon – 2016 Lawdragon 500 Leading Lawyer

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

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

PROFESSIONAL HISTORY

  • Partner, 1997-present

Associate, 1989-1997


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


David Rievman is a partner in the tax practice of Skadden, Arps, Slate, Meagher & Flom LLP and Global Head of the firm's Regulatory Practices.  Mr. Rievman advises a wide range of clients with respect to the tax aspects of complex transactions.  These matters include U.S. and cross-border mergers and acquisitions, financings, divestitures (including spin-offs), financial restructurings and recapitalizations, joint ventures, and other business transactions.  Mr. Rievman represents public corporations, privately held businesses, investment banks, and private equity and other sponsor entities.  Mr.  Rievman frequently speaks at professional programs, including those sponsored by Practising Law Institute, NYU Institute on Federal Taxation, Tax Executives Institute, The Southern Federal Tax Institute, The New York State Bar Association Tax Section and other professional organizations.