Skip to main content

Drafting and Negotiating Corporate Agreements 2019


Speaker(s): Ackneil M. Muldrow III, Alyssa A. Grikscheit, Jaren Janghorbani, Kristen V. Campana, Michael S. Sackheim, Peter A. Laveran-Stiebar, Thomas C. Meriam
Recorded on: Jan. 16, 2019
PLI Program #: 251729

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.


Kristen V. Campana represents a wide variety of direct and alternative lenders, particularly those involving private sources of capital, including private debt funds, hedge funds, specialty finance companies, business development companies, private equity investors, and issuers in domestic and cross-border financings across the capital structure in connection with acquisitions, leveraged buyouts, convertible debt, equity investments, letters of credit, and project financings.

Kristen has experience in bankruptcy reorganizations and liquidations, work-outs, and distressed debt purchases and sales, as well as second lien and mezzanine financings, and other subordinated debt financings. She represents debtors, debtor-in-possession lenders, pre-petition lenders, and unsecured creditors' committees, as well as other creditors in bankruptcy proceedings. She also advises clients on energy company and real estate restructurings, and provides general credit review analysis for lenders and potential debt purchasers.


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.


Thomas C. Meriam is a member of Goodwin Procter's Private Equity group and co-chair of the firm's Food and Healthy Living practice, which counsels clients and provides strategic advice to a wide range of food and supplements businesses, and has also served as the New York Chair of the firm’s Business Law Department. Tom has broad experience representing clients in all aspects of the buyout market, including buyers, sellers, co-investors, and lenders, both senior and subordinated, secured and unsecured.  His clients include private equity firms, mezzanine funds, private investors and multinational companies, in all phases of their business, from the initial investment and relations with co-investors, through third-party financings and exit strategies, and, when necessary, the needs of companies in distress. His breadth of experience in representing the different components of buyout transactions and industry sectors has led clients to rely on him in the early stages of deals to assist in structuring and business planning. In addition, he has counseled clients on numerous cross-border deals, both in-bound and out- bound. He counsels a wide range of healthy living and consumer products companies. Tom has recently led acquisition teams in the food and supplements, restaurant and fitness spaces.

Tom is a board member of the New York Legal Aid Society. Tom is also a board member of Vitamin Angels, a leading charity of the Natural Product Industry, for which he also act as primary outside corporate counsel on a pro bono basis.

Tom graduated cum laude from the Fordham University School of Law in 1976.  He received a B.A. in history from the College of the Holy Cross in 1973.


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

Trey is recognized as a leading lawyer advising on restructurings of private equity and other investment vehicles, and has led a number of high-profile and precedent-setting transactions.

Areas of Experience

  • Mergers and Acquisitions
  • Corporate Governance
  • Private Equity
  • Special Situations
  • Middle East
  • North America

Education

  • J.D., University of Virginia School of Law, 1995
  • A.B., Princeton University, 1992

Bar Admissions

  • New York


A partner in the Litigation Department, Jaren Janghorbani is an experienced trial lawyer who focuses her practice on general commercial litigation with an emphasis on mergers & acquisitions litigation and large-scale torts, including environmental disputes. Jaren has tried multiple multi-billion-dollar cases, and has favorably settled many more.

EXPERIENCE

Representative matters include: 

  • Successfully defending Citigroup in New Jersey state court against claims arising out of the collapse of Parmalat, defeating claims worth more than $10 billion and achieving a $364 million counterclaim jury verdict for Citigroup— the largest defense verdict of the year and the largest defense side verdict in the history of New Jersey.
  • Representing ExxonMobil in an eight-month bench trial where the State of New Jersey sought a precedent-setting $9 billion in damages for environmental injuries, making it one of the largest environmental damage cases ever tried. The case settled for $225 million while awaiting verdict.
  • Representing medical device start-up Channel Medsystems, Inc. in a trial victory in Delaware in connection with a “material adverse change” litigation with Boston Scientific Corporation in which Boston Scientific unsuccessfully sought to terminate its $250 million acquisition of the company.
  • Representing the Special Committee of the Board of Directors of Pilgrim’s Pride Corporation in the successful defense of shareholder derivative litigation in Delaware.
  • Defending Merck in a class action and other related litigation related to Vioxx.
  • Litigating on behalf of Alere, Inc., a medical device and point-of-care testing company, in a closely watched multi-billion dollar mergers and acquisitions litigation. 
  • Representing JM Eagle, the world’s largest plastic pipe manufacturer, in federal False Claims Act litigation brought on behalf of dozens of state and local water districts asserting $1 billion in potential damages in connection with the sale of its PVC pipe. At the conclusion of the first damages trial on behalf of five exemplar water districts, a federal district judge limited the plaintiffs’ recovery claims from $58 million to, at most, $1.2 to $2.1 million and declared a mistrial when jurors were unable to agree that the plaintiffs suffered any damages stemming from an earlier liability finding against JM Eagle.
  • Providing ongoing counsel in connection with cases nationwide relating to consumer benzene exposure.

In addition, Jaren has advised companies and individuals facing a broad variety of commercial, criminal and regulatory matters. She has advised Advance Publications, Alere Inc., ILG Inc., the special committee of the board of directors of CBS Corp, and the special committee of the board of directors of Expedia Inc. in connection with M&A-related concerns.

Jaren also has extensive experience with dispositive motion and appellate practice, in various state and federal jurisdictions including the United States Supreme Court. She was a key member of the Paul, Weiss litigation team representing Edie Windsor, pro bono, through all of the stages in the successful challenge to the federal Defense of Marriage Act (DOMA) that resulted in a victory when the Supreme Court struck down DOMA as unconstitutional in United States v. Windsor. Jaren maintains an active pro bono practice, which includes the representation of an individual incarcerated on Alabama’s death row, among other criminal habeas petitions.

Jaren recently was recognized as a “Litigator of the Week” after a resounding trial win in Delaware on behalf of Channel Medsystems in Channel’s litigation to enforce a merger agreement. She has been recognized by Legal 500 as a Next Generation Lawyer in the General Commercial Disputes category and as a recommended practitioner in the M&A Litigation Defense category. In 2017, Jaren was recognized as a “Rising Star” by the New York Law Journal.

Jaren was a Hamilton Fellow and Kent Scholar at Columbia Law School, where she was also Essay and Review editor for the Columbia Law Review. Following her clerkships, she did a semester-long post-doctoral fellowship at Columbia Law School, focusing on federal jurisdiction and sentencing issues.

 


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).