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Mergers & Acquisitions 2020: Advanced Trends and Developments


Speaker(s): A. Thompson Bayliss, Adam Perry, Andrea Rose, Andrew Bednar, Blake Rohrbacher, Charles W. Cox, Corinne Elise Amato, Craig Wadler, Daniel V. Schleifman, David Marcus, Hon. Collins J. Seitz, Jr., Hon. Joseph R. Slights III, Hon. Kathaleen St. J. McCormick, Hon. Kent A. Jordan, Igor Kirman, James R. Griffin, Jennifer A. Paradise, Jill E. Fisch, Joel Friedlander, John K. Hughes, Kevin Miller, Lewis R. Steinberg, Liz Hoffman, Melissa Sawyer, Meredith Kotler, Patricia O. Vella, Sean J. Griffith, Steven M. Haas, Sujeet Indap, T. Brad Davey, Ted Yu, Tiffany Posil, William D. Regner
Recorded on: Jan. 9, 2020
PLI Program #: 273839

Adam Perry is a Director in the Global Mergers and Acquisitions Group at BofA Securities, focusing on tax and deal structuring across all industry groups and is responsible for advising on and executing complex and structure-driven M&A transactions, including divestitures, spin-offs, joint ventures and cross-border acquisitions.

Prior to joining Bank of America Merrill Lynch, Adam was a tax attorney at Davis Polk & Wardwell LLP from 2008–2015, where he provided tax advice on a broad range of M&A, tax planning, capital markets, private funds and financing matters.

Adam received a JD from Fordham University School of Law, and a BS in Finance from Lehigh University.


Andrew Bednar has been a Partner at Perella Weinberg Partners since its founding in 2006.  He is a member of the Firm’s Operating Committee and Management Committee.  Andrew also was Co-Head of the Firm’s U.S. Advisory Business until 2013.

Andrew has been a leading advisor in sales of retail consumer brands. Representative transactions include advising: Kate Spade & Co. on its $2.5 billion sale to Coach; J Crew on its $3 billion sale to TPG and Leonard Green Partners; GameStop on its review of strategic alternatives and on its sale of Spring Mobile to Prime Communications; Fifth & Pacific on the sale of Lucky Brands to Leonard Green Partners and on the sale of Juicy Couture to Authentic Brands; Collective Brands on its $2 billion sale of Payless to Golden Gate Capital and sale of Sperry, Saucony and Keds to Wolverine Worldwide; Liz Claiborne on the sale of Mexx to Gores Group; Talbots on its SPAC merger and on its sale to Sycamore Partners; Express on shareholder activism and takeover defense; U.S. Tobacco on its $12 billion sale to Altria; and Office Depot on shareholder activism and on its $3 billion merger with OfficeMax.

Andrew also has led consolidation in market infrastructure over the last decade.  Representative transactions include advising: NYSE on its $10 billion sale to Intercontinental Exchange; Deutsche Boerse on its $30 billion announced merger with LSE; NYSE on its $25 billion announced merger with Deutsche Boerse; NYSE on its defense of a $10 billion unsolicited joint bid from NASDAQ and Intercontinental Exchange; Deutsche Boerse on its $1 billion sale of International Securities Exchange to NASDAQ; and STOXX on its acquisition of Axioma and partnership with General Atlantic.

Additionally, Andrew has advised clients in a wide range of other industries, including Transportation, Healthcare, and Technology. Selected transactions include advising: Royal Caribbean Cruise Line on its $2 billion acquisition of Silversea Cruises, Norwegian Cruise Line on its $3 billion acquisition of Prestige Cruises; Cedar Fair on its acquisition of Schlitterbahn; OMI Corporation on its $2 billion sale to Teekay & Torm; Scorpio Tankers on its $1 billion acquisition of Navig8 Product Tankers; Merck on its $7 billion acquisition of Millipore and sale of CropBioScience to Novozymes; and HealthEquity on its $2 billion acquisition of WageWorks.

Andrew received a B.S. and M.B.A. from Cornell University, and received a J.D. from Columbia University. He previously served on the Board of Trustees of The Juilliard School.


Blake Rohrbacher is a Director at Richards, Layton & Finger, P.A., in Wilmington, Delaware.  He focuses his practice on litigation as well as advisory and transactional matters relating to Delaware corporations and alternative entities.  He litigates corporate control, governance, M&A, fiduciary, statutory, and contractual disputes in the Delaware Court of Chancery and the Delaware Supreme Court, and he advises corporate boards and board committees regarding governance, fiduciary duties, and mergers and acquisitions. 

The author of numerous legal publications, Blake also has particular expertise in Delaware law regarding nonprofit and nonstock corporations, having served on the drafting subcommittee responsible for the 2010 nonstock amendments to Delaware’s General Corporation Law.  Blake also assisted in drafting the Delaware Rapid Arbitration Act.  Blake was appointed by then-Chancellor Strine to the Court of Chancery Rules Committee. 

Blake received his B.A. degree from Yale University and his J.D. degree from Yale Law School.  Following law school, he was a clerk for the Honorable Thomas L. Ambro, U.S. Court of Appeals for the Third Circuit.


Charles (Chuck) Cox is the leader of the Los Angeles Litigation Team and a partner in the firm’s Securities Litigation Group. He concentrates his practice on complex business disputes, including securities class actions, derivative litigation, fiduciary duty and other cases resulting from mergers and acquisitions, corporate control disputes and commercial litigation. Chuck has tried more than a dozen cases to a verdict or arbitration award.  He was named one of the Top Litigators and Trial Lawyers in Los Angeles for 2019 by the Los Angeles Business Journal.

Chuck represents clients across many industries, including consumer products, health care, technology and entertainment, and frequently represents financial institutions and professional services firms. He has successfully represented clients across the country in federal and state court proceedings, arbitration and courts of appeal.  He was a member of the trial team in the landmark Dell appraisal case.

Chuck currently serves as a member of the board of directors of Strength in Support, an organization dedicated to helping returning veterans. He previously served as a member of the National Council of the Federal Bar Association and on the boards of the Disability Rights Legal Center and the St. Paul the Apostle School Foundation. Prior to earning his law degree, Chuck served as a naval submarine officer in the Pacific for three years.

Education

  • University of Michigan Law School (J.D., 1992)
  • Georgetown University (M.A., 1985)
  • U.S. Naval Academy (B.S., 1984)

Admitted to Practice

California


CORINNE ELISE AMATO practices in the area of corporate and commercial litigation.  Ms. Amato’s practice primarily involves mergers and acquisitions, corporate governance, and other complex corporate governance and business matters in the Delaware Court of Chancery.

Ms. Amato is a magna cum laude graduate of both Franklin & Marshall College and Widener University School of Law.  While attending law school, Ms. Amato served on the administrative board of The Delaware Journal of Corporate Law, was a member of Phi Kappa Phi National Honor Society, and served as a judicial extern to the Honorable Gregory M. Sleet, United States District Court Judge for the District of Delaware.  Ms. Amato was admitted to practice in the State of Delaware in 2007 and was recognized in the 2014 through 2017 editions of Super Lawyers, Delaware as a Rising Star in Business Litigation.  Ms. Amato is a frequent speaker on developments in Delaware law and corporate litigation.

Professional Activities:

  • Corporation Law Council of the Corporation Law Section of the Delaware State Bar Association
  • Delaware Supreme Court Rules Committee
  • American Bar Association, Business Law and Litigation Sections
  • Delaware State Bar Association and Section on Corporate Law
  • Richard S. Rodney American Inn of Court, Past Executive Committee Member and Secretary

Bar Admissions:

  • Delaware
  • New Jersey
  • Pennsylvania
  • United States District Court for the District of Delaware
  • United States Court of Appeals for the Third Circuit

Education:

  • Franklin & Marshall College (B.A.)
  • Widener University School of Law (J.D.)


Craig Wadler is a Managing Director at Moelis & Company where he leads the firm’s global shareholder advisory and activist defense practice focused on preparing clients for potential shareholder engagement. Mr. Wadler has over 23 years of investment banking experience.  

Prior to joining Moelis & Company, Mr. Wadler was a Managing Director with Credit Suisse and UBS Investment Bank and a Vice President at Donaldson, Lufkin & Jenrette. While at Credit Suisse and UBS Investment Bank, Mr. Wadler founded the Hedge Fund Advisory business which focused on working with portfolio companies and investments of hedge funds.

Mr. Wadler holds a B.S. from Indiana University and an M.B.A. from Columbia University.


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 defenses 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” (Thomson Reuters). 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, including as a member of the Advisory Board of the Mount Sinai School of Medicine, a Trustee of the Trinity School, and a director of Renew Democracy Initiatives (RDI).  He was born in Ukraine and speaks Russian.

Education


Yale University, B.A. 1993, magna cum laude
Columbia Law School, J.D. 1996, (Notes Editor, Columbia Law Review)


James R. Griffin is a partner in Weil’s Mergers & Acquisitions practice and is based in Dallas. Mr. Griffin represents both private and publicly held companies from a broad range of industries in mergers and acquisitions and related transactions, including public and private company mergers, stock acquisitions, asset acquisitions, tender offers, divestitures, auction transactions, defensive strategies and going-private transactions. He also advises boards and special committees on fiduciary duties in the M&A context.

Experience

  • A consortium led by Mubadala Investment Company in the pending sale of its approximately 60% equity interest in EMI Music Publishing to Sony Corporation of America, in a transaction valued at approximately $4.75 billion
  • The Dow Chemical Company in its $130 billion all-stock merger of equals with E. I. du Pont de Nemours and Company
  • Applied Materials, Inc. in its proposed $29 billion combination with Tokyo Electron Limited and its $4.9 billion acquisition of Varian Semiconductor Equipment Associates
  • Oracle Corporation in its $9.3 billion acquisition of NetSuite, $5.3 billion acquisition of MICROS Systems, $663 million acquisition of Textura Corporation and $532 million acquisition of Opower, Inc.
  • SoftBank Group Corp. in its $3.3 billion acquisition of Fortress Investment Group LLC
  • SoftBank Vision Fund in its $2.25 billion minority investment in GM Cruise Holdings LLC (Cruise) alongside a $1.1 billion investment in Cruise by GM
  • WPX Energy, Inc. in its $2.75 billion acquisition of RKI Exploration & Production, LLC
  • LIN Media in its combination with Media General Inc. in a transaction valued at $2.6 billion
  • Gores Holdings II, a SPAC sponsored by an affiliate of The Gores Group, in its transaction with Verra Mobility Corporation, with an initial enterprise value of approximately $2.4 billion
  • zulily, inc. in its $2.4 billion sale to Liberty Interactive
  • Gores Holdings, Inc. in its acquisition of Hostess Brands, LLC, in a transaction valued at approximately $2.3 billion
  • Pace Holdings Corp. in its business combination with Playa Hotels & Resorts B.V., in a transaction valued at approximately $1.75 billion
  • Tidewater Inc. in its pending $1.25 billion combination with GulfMark Offshore, Inc.
  • Perella Weinberg Partners in its combination with Tudor, Pickering, Holt & Co.
  • Jazz Pharmaceuticals in its $1 billion acquisition of Gentium S.p.A.
  • Merz Pharma Group in its topping bid to acquire Obagi Medical Products
  • Reid Hoffman, a co-founder and the executive chairman of LinkedIn Corporation, in his capacity as a shareholder of LinkedIn, in LinkedIn’s $26.2 billion sale to Microsoft Corporation
  • Riverbed Technology in its $1 billion acquisition of OPNET Technologies
  • Synopsys, Inc. in its $500 million acquisition of Magma Design Automation and acquisitions of the assets of Goanna Software Pty Ltd (d/b/a Red Lizard Software) and the low power Bluetooth wireless IP and related assets from Silicon Vision Technologies Ltd and Silicon Vision LLC Egypt
  • Blackboard Inc. in its $1.8 billion sale to Providence Equity Partners
  • Brink’s Home Security in its $2 billion sale to Tyco International
  • ORIX USA Corporation (a subsidiary of ORIX Corporation) in its acquisition of Lancaster Pollard Holdings, LLC
  • Primoris Services Corporation in its acquisition of Willbros Group, Inc.
  • Koshidaka Holdings Co., Ltd. in the U.S. aspects of its acquisition of Curves and of Curves for Women II, L.C.

Mr. Griffin has been recognized as a leading lawyer in Corporate/M&A by Chambers USA and as one of the leading lawyers in mergers and acquisitions and corporate governance by The International Who’s Who of Mergers and Acquisitions Lawyers and The International Who’s Who of Corporate Governance Lawyers. He has also been listed in Best Lawyers in America for mergers and acquisitions and corporate governance since 2008; is recommended for M&A for Mega-Deals ($1bn+) by Legal 500 US; and is recognized as a “Highly Regarded” lawyer for M&A in Texas by IFLR1000. Mr. Griffin has been recognized by D CEO Magazine as one of the Dallas area’s most powerful and influential business leaders and among the Top 100 Law Influencers in the U.S. by The Business Journals.

Mr. Griffin is immediate past Vice Chair of the American Bar Association’s Mergers and Acquisitions Committee, which comprises more than 4,000 M&A specialists from all over the world. Mr. Griffin previously served as Chair of the Committee’s Subcommittee on Public Company Acquisitions and M&A Market Trends Subcommittee.


Jennifer 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.


Jill E. Fisch is the Saul A. Fox Distinguished Professor of Business Law and co-director of the Institute for Law and Economics at the University of Pennsylvania Law School where she teaches and writes on corporate law, corporate governance and securities regulation.  Professor Fisch is the recipient of various awards including the Penn LLM Prize for Excellence in Teaching and the Robert A. Gorman Award for Excellence in Teaching.  Her scholarship has appeared in a variety of publications including the Harvard Law Review, the Yale Law Journal, the Columbia Law Review, the University of Pennsylvania Law Review and the Texas Law Review.  Recent research focuses on corporate governance, the shareholder voting process, and securities litigation as well as ongoing experimental work analyzing retail investor decision-making and the role of financial literacy.         

Prior to joining Penn, Professor Fisch was the T.J. Maloney Professor of Business Law at Fordham Law School and Founding Director of the Fordham Corporate Law Center.  She has served as a visiting professor at Harvard Law School, Columbia Law School, U.C. Berkeley Law School and Georgetown University Law Center.  She has lectured on corporate and securities law extensively around the world.     

Professor Fisch practiced law as a trial attorney with the United States Department of Justice, Criminal Division, and as an associate at the law firm of Cleary, Gottlieb, Steen & Hamilton.  She is a member of the American Law Institute, a director of the European Corporate Governance Institute and a member of the National Adjudicatory Council of the Financial Industry Regulatory Authority.  She chaired the Committee on Corporation Law of the Association of the Bar of the City of New York and the sections on Securities Regulation and Business Associations of the Association of American Law Schools.  She received her B.A. from Cornell University and her J.D. from Yale Law School.   


Joel Friedlander is a founding partner of Friedlander & Gorris, P.A., a litigation boutique focusing on corporate law litigation, alternative entity disputes, and commercial litigation in Delaware state and federal courts.  Benchmark Litigation recognized the firm as “Delaware Firm of the Year” for 2015 and 2017.  

Mr. Friedlander has over 25 years of experience litigating breach of fiduciary duty actions and contract disputes relating to the control of Delaware entities.  The 2020 and 2017 editions of The Best Lawyers in America recognized him as “Litigation – Mergers and Acquisitions ‘Lawyer of the Year’ for Wilmington, Delaware.”  Mr. Friedlander has been profiled in The Wall Street Journal and named “Litigator of the Week” in The Am Law Litigation Daily.  The current edition of Chambers USA designates him as “Band 1” and states:

Joel Friedlander is considered to be “the toughest plaintiff lawyer there is” by market sources. He comes highly recommended for his work representing clients in litigation involving contract disputes and breach of fiduciary duty actions.  Interviewees reveal: “He has an encyclopedic knowledge and is well respected by judges.”

Mr. Friedlander was a Lecturer on Law at Harvard Law School in 2019.  He will be a Lecturer at University of Michigan Law School in 2020.  He is an Adviser to the American Law Institute, Restatement of the Law, Corporate Governance.  He is the author of eight law review articles, including, most recently:

  • “Confronting the Problem of Fraud on the Board,” - Bus. Law (forthcoming Winter 2019-2020)
  • “Vindicating the Duty of Loyalty: Using Data Points of Successful Stockholder Litigation As a Tool for Reform,” - 72(3)  Bus. Law 623 (Summer 2017)
  • “Is Delaware’s ‘Other Major Political Party’ Really Entitled To Half of Delaware’s Judiciary?,”58 Ariz. L. Rev. 1139 (2016)
  • “How Rural/Metro Exposed the Systemic Problem of Disclosure Settlements,” - 40 Del. J. Corp. L. 877 (2016)


John K. Hughes is a partner in the Mergers and Acquisitions group and Private Equity group. He practices out of the Washington, D.C. office. For 25 years, he has been involved in representing clients in merger and acquisition and private equity transactions, including acquisitions, divestitures, take-privates, recapitalizations and restructurings, strategic investments (minority and majority), cross-border transactions, joint ventures, debt and equity financings, and commercial lending. In these transactions, he has represented the full range of deal participants, including bidders (U.S. and non-U.S.), targets, private equity sponsors, hedge funds (as private equity investors, financing sources, and investors), private investors, management teams, public companies and private companies, joint venture partners, boards of directors and special committees, investment banking firms and financing sources, arbitrageurs, and others involved in the transactional process. He also has represented governmental agencies (Federal and State) engaged in M&A transactions, and is familiar with associated public policy considerations involved in those settings. He has been involved in and provides advice on all phases of the transaction process, ranging from initial planning and strategic assessment, to deal structuring and negotiation, to execution and to post-acquisition advice to portfolio companies. He represents investment banking firms in their role providing M&A financial advisory services to clients on transactional matters, and as providers of fairness and solvency opinions. He counsels clients on general corporate and strategic business-related matters, including directors’ fiduciary duties and responsibilities and other aspects of corporate governance and disclosure matters, and he has experience working on transactions in bankruptcy and other distressed settings.

Mr. Hughes has worked across industries, including manufacturing, financial institutions, technology, gaming, media and telecommunications, consumer products, retail, airlines, aerospace and defense, healthcare and pharmaceutical, real estate and REITs, energy and other regulated businesses. He often works in tandem with members of the firm’s industry practice groups, where industry-specific regulatory and other matters are involved.

Mr. Hughes is actively involved in the American Bar Association’s Mergers & Acquisitions Committee, comprised of more than 4,000 M&A specialists from across the United States, Canada, and more than 20 other countries. He currently serves as Vice Chair of the M&A Committee. In 2006 he co-founded, and from 2006-2015 served successively as Vice Chair, Co-Chair, and Chair of, the M&A Committee’s Subcommittee on Private Equity M&A (1,500 members), organizing presentations and speakers (practitioners, bankers, academics, industry participants, judges) on current topics in Private Equity and M&A. The Subcommittee also participated in development of the ABA’s initial Private Equity Buyer/Public Target Mergers & Acquisitions Deal Points Study. He is a member of the M&A Committee’s other Subcommittees and Task Forces (Market Trends; Public Company M&A; International M&A; Dictionary of M&A Terms, Financial Advisors; Governance Issues in Business Combinations). He graduated from Syracuse University College of Law and from Boston College, and attended St. John’s College, University of Durham (England) and The Fletcher School of Law and Diplomacy. He was Editor of the Syracuse Law Review, and received the "Anderson Publication Award" for his student Note (The Constitutionality of the Bankruptcy Court and the Ongoing Search for a Principled Distinction Between Article I and Article III Courts: A Re-evaluation After Northern Pipeline v. Marathon).

Earlier, Mr. Hughes held positions on the staff of the Secretary of Health, Education and Welfare in the Carter Administration. He subsequently assisted that Cabinet Secretary on a book (Governing America: An Insider’s Report from the White House and the Cabinet) (Simon & Schuster) that addressed domestic public policy topics. He served as Special Assistant to the Special Counsel, Committee on Standards of Official Conduct, U.S. House of Representatives (investigation into alleged wrongdoing by Members of Congress and Congressional Pages).


Kent A. Jordan was appointed in 2006 to serve as a United States Circuit Judge for the Third Circuit.  Before that, Judge Jordan was a United States District Judge for the District of Delaware from 2002 to 2006.  He received a B.A. in Economics in 1981 from Brigham Young University and a J.D. in 1984 from Georgetown University.  He was an Assistant United States Attorney and head of the Civil Division in the U.S. Attorney’s Office for the District of Delaware.  Later, he served as an officer and as a member of the boards of directors of privately held businesses and was a partner in a Wilmington, Delaware law firm.  He is an Adjunct Professor of Law at the University of Pennsylvania and Vanderbilt University and an officer and trustee of the American Inns of Court Foundation.


Kevin Miller is a partner in the Corporate Transactions & Securities Group at Alston & Bird and the head of Alston & Bird’s Financial Advisors Practice. Alston & Bird is regularly ranked by The American Lawyer and Corporate Control Alert as among the leading counsel to investment banks acting as financial advisors.  

Kevin is a frequent author and speaker on M&A topics, including fairness opinions, the role of investment bankers and legal and regulatory developments relating to mergers and acquisitions. Kevin is a graduate of Rutgers University (JD) and the University of Michigan (MA Economics and AB).

Publications


Lew Steinberg is Managing Director Mergers and Acquisitions and Head of Structured Solutions in the Global Corporate and Investment Bank of BofA Securities.  Lew joined BofA in May 2015.  Lew focuses on tax, legal and accounting structuring with respect to mergers and acquisitions and selected capital markets transactions.

Prior to May 2015, Lew was Managing Director Mergers and Acquisitions and Head of Strategic Advisory in the Investment Banking Department of Credit Suisse (USA) LLC, which he joined in July 2010.  Prior to Credit Suisse, Lew was Managing Director and Global Head of the Strategic Solutions Group in the Investment Banking Department at UBS Securities LLC.

As a banker, Mr. Steinberg has been involved in a number of significant M&A transactions, including SPX’s proposed spin-off of its Flow business, GTECH’s acquisition of International Game Technology Inc., Imperial Tobacco’s acquisition of U.S. cigarette brands from Lorillard Inc. and Reynolds American Inc., Energy Transfer’s acquisition of Susser Holdings, Albertson’s acquisition of Safeway Inc., Rayonier’s spin-off of its Performance Fibers business, Paladin’s sale to Endo Health Solutions, Berry Petroleum’s sale to LINN Energy and Liberty Global’s acquisition of Virgin Media.

Until December 2004, Lew was a partner and co-head of the tax department with the New York law firm of Cravath, Swaine & Moore LLP, where he specialized in corporate, partnership and international tax, focusing on mergers and acquisitions, financial products and corporate finance transactions. Lew joined Cravath as an associate in 1984 and was elected partner in 1991.

Lew received his A.B. from Amherst College (Phi Beta Kappa), his J.D. (with honors) from the New York University School of Law, and his LL.M. in Tax, also from NYU. Lew is an Adjunct Professor at NYU, where he has taught since 1993. He is a former Chair of the New York State Bar Association Tax Section and a former co-Chair of the Taxation Committee of the International Bar Association. Lew is a Life Trustee of the NYU School of Law and a Board Chair of the Lar Lubovitch Dance Company.


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 serves as Chair of the Firm’s Knowledge Management Committee.

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 “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, Tiffany & Co. 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 Kotler represents companies, financial institutions, and their management and boards in high-stakes litigation, including securities, M&A, and shareholder disputes. She has argued many significant cases in federal and state courts, including the Delaware Chancery Court.

Ms. Kotler has spoken on securities, corporate governance, and M&A litigation issues and other topics at the SIFMA C&L Annual Seminar, Tulane Law School’s Corporate Law Institute, the Practising Law Institute, The SEC Institute, and the Compliance, Governance and Oversight Council. Her writings on the latest developments in Delaware courts and deal litigation have been published in the Harvard Law School Forum on Corporate Governance and other outlets. Ms. Kotler has been recognized by Chambers for Securities Litigation, as a Leading Lawyer for M&A Litigation by Legal500, and as a National Practice Area Star for Securities Litigation by Benchmark Litigation, and was named to Benchmark’s 2019 Top 250 Women in Litigation. In September 2018, she was named “Litigator of the Week” by The American Lawyer for her work representing National Amusements Inc. (NAI), Shari Redstone, and Sumner Redstone in Delaware Chancery Court litigation against CBS Corporation and certain members of its Board of Directors concerning CBS’s attempt to dilute NAI’s voting control of CBS.

From 1998 to 2004, Ms. Kotler served as an Assistant U.S. Attorney in the Southern District of New York. During the last 18 months of her tenure, she was the Deputy Chief Appellate Attorney in the Civil Division, where she supervised a number of attorneys in the briefing and arguing of appeals before the U.S. Court of Appeals for the Second Circuit. As an Assistant U.S. Attorney, Ms. Kotler served as lead counsel for the United States in the WorldCom bankruptcy proceedings, and as co-counsel for the United States in the consolidated WorldCom securities class action.


Patricia regularly provides advice on corporate governance matters and a variety of corporate transactions for publicly traded and privately held corporations. Patricia is often called upon to advise on mergers and acquisitions, financings, asset sales and other significant transactions. Her work includes structuring complex transactions and often involves counseling boards of directors and board committees on their fiduciary duties and the technical aspects of Delaware corporate law. She also provides formal legal opinions on issues involving Delaware corporate law.

Patricia is actively involved with the American Bar Association’s Mergers & Acquisitions Committee and Corporate Laws Committee. She is Co-Chair of the Subcommittee on Acquisitions of Public Companies of the M&A Committee and Co-Chair of the MBCA Implementation and Outreach Subcommittee of the Corporate Laws Committee. From 2011-2018, she also served as Co-Chair of the Joint Task Force on Governance Issues in Business Combinations. As part of her role as Task Force Co-Chair, she served as an editor of The Role of Directors in M&A Transactions: A Governance Handbook for Directors, Management and Advisors.

Patricia is a member of the Council of the Corporation Law Section of the Delaware State Bar Association and, in that capacity, participates in the annual review of, and preparation of amendments to, the Delaware General Corporation Law. She was appointed by the Delaware Supreme Court to serve as a member of the court’s Board on Professional Responsibility (2012-2018). In 2018, she became a fellow of the American College of Governance Counsel, and in 2019 was named to the Board of Trustees and Secretary. She has been ranked as a leading Delaware corporate M&A practitioner in Chambers USA since 2014, and ranked by various other publications.

Patricia also frequently speaks on Delaware corporate law issues at corporate law seminars and symposia around the country, including the Tulane Corporate Law Institute, the University of Texas Mergers & Acquisitions Institute, the Ray Garrett Jr. Corporate and Securities Law Institute, the Northwestern Law Securities Regulation Institute and the ABA National M&A Institute.

Patricia received her J.D., magna cum laude, from Villanova University School of Law in 1996, where she served as Executive Editor of the Villanova Law Review. She completed her undergraduate education at University of Delaware, receiving a B.S., magna cum laude, in 1992. Prior to joining Morris Nichols, Patricia served as law clerk to The Honorable Randy J. Holland of the Supreme Court of the State of Delaware.


Steven Haas is a partner at Hunton Andrews Kurth LLP and co-head of the firm’s M&A practice.  In 2015, he was named as an M&A “Rising Star” by Law360.  In 2013, he was named to the “40 under 40” list of legal counsel by The M&A Advisor.  He was also named a “Rising Star of Corporate Governance” by the Millstein Center for Global Markets and Corporate Ownership at Columbia Law School.  In addition, he is a fellow at the American College of Governance Counsel.  Prior to joining Hunton Andrews Kurth, Steven worked at Abrams & Laster LLP in Wilmington, Delaware.

Steven is an appointed member of the Committee on Corporate Laws of the Business Law Section of the American Bar Association. This committee has jurisdiction over the Model Business Corporation Act, which is followed in whole or in part by a majority of states.

Steven is the co-editor and contributing author of Corporate Governance: Law and Practice (LexisNexis), which is a two-volume/16-chapter treatise. He also is a frequent author and contributes to the blogs Deal Lawyers and Harvard Law School Forum on Corporate Governance and Financial Regulation.

Steven previously served as chairman of the ABA Corporate Governance Subcommittee on Current Developments and Emerging Issues. In addition, he is an adjunct professor of law at the University of Richmond School of Law, where he has taught a course on mergers and acquisitions and has lectured at the University of Virginia School of Law.

Steven is a graduate of the University of Virginia School of Law, where he served as notes editor on the Virginia Law Review.  He is a member of the Virginia and Delaware bars.


The Honorable Collins J. Seitz, Jr. was sworn in as Chief Justice of the Supreme Court of Delaware on November 8, 2019.  He has served as a Supreme Court Justice since 2015.  Prior to his judicial appointment, Chief Justice Seitz was a founding partner of Seitz Ross Aronstam & Moritz LLP, a boutique corporate advisory and litigation firm in Wilmington, Delaware representing clients in high profile corporate and trust disputes in the Delaware Court of Chancery.  Before founding Seitz Ross, Chief Justice Seitz was a partner of Connolly Bove Lodge & Hutz LLP in Wilmington Delaware, where he litigated corporate and intellectual property disputes.

A member of the Delaware Bar since 1983, Chief Justice Seitz served as a board member and chair of the Board of Bar Examiners, and a board member of the Board on Professional Responsibility.  Both federal and state courts often appointed Chief Justice Seitz as a Master and Trustee to oversee complex corporate, commercial and intellectual property cases.  He is a Fellow of the American College of Trial Lawyers.

Chief Justice Seitz received his undergraduate degree from the University of Delaware and his law degree from the Villanova University School of Law.


The Honorable Joseph R. Slights III was sworn in as a Vice Chancellor of the Court of Chancery on March 28, 2016. Before his appointment, Vice Chancellor Slights was a partner in the Delaware law firm Morris James LLP where he practiced corporate and business litigation and chaired the firm's Alternative Dispute Resolution practice group. Before that, he served a twelve year term as a Judge on the Superior Court of Delaware where, among other assignments, he was instrumental in forming the Court's Complex Commercial Litigation Division. Prior to his appointment to the Superior Court, Vice Chancellor Slights worked as a litigator in the Delaware law firms Sidney Balick PA and Richards, Layton & Finger PA.

Vice Chancellor Slights received his J.D. from Washington & Lee University School of Law in 1988, and his B.S. in Political Science from James Madison University in 1985. He is a member of the American Law Institute, the American Bar Association and the Delaware Bar Association. He is a Fellow of the American Bar Foundation and past-President of the Richard S. Rodney Inn of Court.


The Honorable Kathaleen St. J. McCormick was sworn in as a Vice Chancellor of the Court of Chancery on November 1, 2018.  Prior to joining the Court, Vice Chancellor McCormick was a partner in the Delaware law firm Young Conaway Stargatt & Taylor, LLP, where she focused her practice on litigating internal governance and corporate disputes, primarily in the Court of Chancery.  Before entering private practice, Vice Chancellor McCormick was a staff attorney with the Community Legal Aid Society, Inc.  Vice Chancellor McCormick received her bachelor’s degree in philosophy from Harvard College and her law degree from Notre Dame Law School.

 


Tiffany Posil is Counsel in the Washington, DC office of Hogan Lovells. She advises public companies on Securities and Exchange Commission (SEC) reporting and disclosure obligations, corporate governance matters, and mergers and acquisitions. Tiffany also assists public companies and their boards of directors in preparing for and defending against unsolicited takeover proposals and activist stockholders.

Prior to joining Hogan Lovells, Tiffany served as Special Counsel in the SEC’s Office of Mergers and Acquisitions. In that role, she administered and interpreted the federal securities law requirements relating to tender offers, proxy contests, beneficial ownership reporting, and going private transactions. She also played a key role in the Staff’s monitoring of shareholder activist matters and in the universal proxy rulemaking. Before joining the SEC, Tiffany practiced in Wilmington, Delaware, where she counseled corporations, officers, directors, board committees and stockholders in connection with a wide variety of transactional and advisory matters, including mergers and acquisitions, proxy contests, stockholder meetings and corporate governance matters.


William Regner is Deputy Chair of the firm’s Corporate Department and a member of the firm’s Mergers & Acquisitions, Technology, Media & Telecommunications, Financial Institutions and Corporate Governance Groups. He focuses on public company transactions and corporate governance matters and advises boards, special committees and senior management on governance issues, including activist challenges and risk management. He has experience across many industries, but is particularly active in the TMT and asset management sectors. He also regularly represents investment banking firms in their roles as financial advisors in major transactions. Mr. Regner was recognized as a “Client Service All-Star” by BTI Consulting in 2018.

Mr. Regner is ranked as a leading M&A lawyer by Chambers USA (2019), where sources say he “has the knowledge and experience, but his approach is pragmatic, commercial and practical” and that he has “outstanding technical knowledge and commercial awareness” and “comes up with creative solutions.” Clients highlight his “excellent commercial judgment and good commercial sense” and say that he “really commands a room but is also a very good listener,” and he is also praised for his “superb negotiating and drafting” skills. Clients describe his approach as “commercial and practical” and note that he has “outstanding technical knowledge and commercial awareness.” He is recommended by The Legal 500 US (2019) which calls him “thoughtful, smart and savvy” and lauds his delivery of “high-value and to-the-point advice.” He is also recognized by IFLR1000 (2019) as a leading M&A lawyer.

Mr. Regner is a frequent speaker on legal developments affecting mergers and acquisitions. Recent engagements include “Advising the Board of Directors in an M&A Transaction: An Overview of the Board’s Responsibilities” (2018) at the Practising Law Institute’s Mergers & Acquisitions 2018: Advanced Trends and Developments conference, “Bank M&A Mechanics and Regulatory Issues” at FIRMA’s Current Risk Issues seminar (2017) and “The Deal: A View of Delaware Law Developments from M&A Practitioners” at the Practising Law Institute’s Delaware Law Developments 2017: What All Business Lawyers Need to Know seminar (2017). Mr. Regner also moderated a discussion on “Disclosure Matters and Other SEC Considerations in M&A” for Practising Law Institute’s Mergers & Acquisitions 2017: Advanced Trends and Developments event (2017).

Mr. Regner is the co-author of Takeovers: A Strategic Guide to Mergers & Acquisitions (Wolters Kluwer Law & Business 2013) and is a contributor to Corporate Governance: Law and Practice (Matthew Bender 2013). His published articles include “Appraisal Rights: Navigating the Maze After DFC Global, Dell, and Aruba” for the Harvard Law School Forum on Corporate Governance and Financial Regulation (2018), “US And UK Share Purchase Agreements: Comparing Approaches,” Practical Law (January 2015) and “How Sell-Side Advisors Can Reduce Litigation Risk in Light of Delaware’s Rural/Metro Decision,” Journal of Investment Compliance, Volume 15 Issue 2 (August 2014). He is also a contributing author of The Private Equity Primer: The Best of the Debevoise & Plimpton Private Equity Report and the Debevoise & Plimpton Private Equity Report.

Mr. Regner joined Debevoise as an associate in 1994 and became a partner in 2002. He received his A.B. from Colgate University in 1988 and his J.D. summa cum laude from the Benjamin N. Cardozo School of Law in 1994, where he was articles editor of the Cardozo Law Review.


For over a decade, Andi has worked with companies across industries to provide strategic communications counsel on a wide range of high-profile, complex issues. Her areas of expertise include:

Mergers & Acquisitions
She advises companies involved in both friendly and unsolicited M&A transactions. Recent assignments include advising Broadcom in its proposal to acquire Qualcomm, Thermo Fisher in its acquisition of Patheon, DirecTV in its sale to AT&T, and US Airways in its merger with American Airlines.

Shareholder Activism
Her recent activism and proxy fight experience includes Procter & Gamble (Trian), Deckers (Marcato), Lowe’s (D.E. Shaw), CARS.com (Starboard), Monotype (Starboard), iRobot (Red Mountain), DuPont (Trian), Procter & Gamble (Pershing Square), and Clorox (Carl Icahn).

Crisis Communications
She has advised numerous companies on management changes, data breaches, financial restatements, litigation, federal investigations, product recalls, workforce reductions and facility closures.

Investor Relations and Public Relations
She works with a number of clients to help develop and execute investor and public relations programs including Amgen, FedEx, Phillips 66, Gartner, and Ventas. She also helps private equity firms with financial communications at both the firm and portfolio company level.

Spin-offs
Her experience with spin-offs includes advising R.R. Donnelly in its spin-offs of LSC Communications and Donnelly Financial Solutions, Sealed Air in its spin-off of Diversey Care, Ventas in its spin-off of Care Capital Properties, and McDermott International in its separation into two independent companies.

In 2012 Andi was named one of PR News’ “People to Watch.” Prior to joining Joele Frank in 2006, she worked at Ogilvy Public Relations Worldwide in the Corporate and Investor Relations practice. She received a BA in English from Dartmouth College.


Mr. Bayliss is a partner at Abrams & Bayliss LLP, a corporate and business law boutique based in Wilmington, Delaware that focuses on (a) high stakes litigation involving Delaware corporations and other business entities and (b) transactional matters carrying a significant risk of litigation or involving novel or complex issues of Delaware law.  Mr. Bayliss represents a broad array of clients in both defensive and offensive roles, including contingent fee litigation. 

Mr. Bayliss’s current engagements include serving as Delaware counsel to Kindred Healthcare in appraisal litigation challenging its $4.1 billion acquisition by affiliates of TPG Capital, Welsh, Carson, Anderson & Stowe and Humana.  Mr. Bayliss is also serving as Delaware counsel to BA Sports Nutrition LLC in litigation over the right to distribute BodyArmor sports drink, as well as a special litigation committee of Alphabet, Inc. in derivative litigation arising out of payments made to certain departing executives and alleged violations of privacy and data security laws.

In 2019, Mr. Bayliss’s notable engagements included his representation of FrontFour Capital Group LLC in an expedited trial that secured a deal-blocking injunction and an opinion declaring that the challenged three-way business combination failed both entire fairness review and enhanced scrutiny under Delaware law.  Mr. Bayliss also represented the Bolivarian Republic of Venezuela as amicus curiae in expedited Section 225 litigation challenging regime control over Citgo Petroleum Corporation.

Mr. Bayliss’s accomplishments as counsel for defendants include successfully arguing before the Delaware Court of Chancery and the Delaware Supreme Court for dismissal of a consolidated class action challenging Valeant Corporation’s $15.8 billion acquisition of Salix Pharmaceuticals, Inc.  Mr. Bayliss also served as lead trial counsel in both Merlin Partners, LP v. AutoInfo, Inc., C.A. No. 8509-VCN (Del. Ch. April 30, 2015) and LongPath Capital v. Ramtron International Corp., C.A. No. 8094-VCP (Del. Ch. June 30, 2015), two key cases that helped establish the importance of merger price in Delaware appraisal litigation.  Mr. Bayliss’s accomplishments as counsel for plaintiffs include seeking and obtaining an order blocking a $230 million recapitalization transaction in Kalisman v. Friedman, C.A. No. 8447-VCL (Del. Ch. 2013).  

Mr. Bayliss received his B.A. from Yale University and his J.D. from the University of Virginia School of Law, where he served as a managing editor of the Virginia Tax Review and received the Kingdon Prize for winning the William Minor Lile Moot Court Competition.  Mr. Bayliss has been selected for inclusion in Chambers USA as a leading litigator in the Delaware Court of Chancery and recognized as a “Top Rated Business Litigation Attorney” in Delaware by Super Lawyers

Before joining Abrams & Bayliss LLP, Mr. Bayliss worked for Skadden, Arps, Slate, Meagher & Flom LLP in Wilmington, Delaware.  


Mr. Davey is a partner in the firm’s Corporate Group.  His practice focuses primarily on business, corporate and alternative entities litigation in the Delaware Court of Chancery.  He frequently advises directors, acquirers and financial advisors in connection with mergers and acquisition litigation.  In addition, Brad has substantial experience litigating and providing advice regarding various proceedings under the Delaware General Corporation Law, including appraisal, advancement and indemnification, books and records demands, and director election contests.  Brad has also assisted companies from a wide range of industries with special investigations of alleged improper conduct. 

Brad is a frequent speaker at a variety of corporate law seminars and symposia, including the Tulane Institute of Corporate Law and the University of Pennsylvania Institute of Law and Economics, as well as seminars sponsored by the Practicing Law Institute and the American Bar Association.


Dan Schleifman is a Managing Director of Credit Suisse in the Investment Banking division, based in New York.  He is a member of the Mergers and Acquisitions Group, leads the firm’s Special Committee Practice and is also responsible for M&A relationships with companies across a range of industries.  Additionally, Dan is Chairman of the Investment Banking Committee (Americas), which approves the bank’s provision of formal valuation advice to clients. He is also a member of the Reputational Risk Committee.

Dan’s extensive experience covers all aspects of the M&A practice, across industries in both domestic and international contexts.  In particular, he has advised clients in buy-side, sell-side, joint venture, and hostile transactions.

Dan joined Credit Suisse when the bank merged with Donaldson, Lufkin and Jenrette (DLJ), where he was a Managing Director in DLJ’s Mergers and Acquisitions Group. He began his Wall Street career at Merrill Lynch.

Dan received his B.B.A. (Accounting) from George Washington University and his M.B.A. from University of Pennsylvania’s Wharton School.


David Marcus is a senior writer focusing on legal issues raised by corporate transactions. Marcus writes about the structure of merger agreements, Delaware law cases and developments, and cross-border M&A. He has been a reporter at The Deal since its launch in 1999 and the senior writer on Corporate Control Alert -- The Deal’s journal of legal and financial trends in dealmaking --since 1997. A 1992 graduate of Princeton University and 1996 graduate of the University of Virginia School of Law, he also writes about wine for The Deal and hosts the podcast “Drinks With The Deal.”


Liz Hoffman covers investment banks for The Wall Street Journal in New York. She previously wrote about mergers and acquisitions and corporate governance. She graduated from Tufts University and has a master’s degree from the Medill School of Journalism at Northwestern University. Follow her on Twitter: @lizrhoffman.


Sean Griffith is the T.J. Maloney Chair in Business Law at Fordham Law School in New York City.  Professor Griffith is an expert in corporate and securities law and, in addition to Fordham, has taught at Columbia Law School, the University of Connecticut School of Law, New York University School of Law, and the University of Pennsylvania Law School.  Professor Griffith received his law degree magna cum laude from the Harvard Law School, where he was an editor of the Harvard Law Review and a John M. Olin Fellow in Law and Economics.  He received his undergraduate degree from Sarah Lawrence College.  Prior to entering academia, Professor Griffith was an associate at the law firm of Wachtell, Lipton, Rosen & Katz in New York.


Sujeet Indap is the U.S. Editor of the Lex Column at the Financial Times and contributor to Due Diligence, the FT's daily newsletter on deals and dealmakers. He writes frequently on the intersection of corporate finance and corporate law. In 2018, he was a member of the FT teams that won the awards for General Excellence and Best Newsletter presented by the Society for Advancing Business Editing and Writing. Prior to joining the Financial Times in 2013, he was an investment banker at Merrill Lynch, Lazard Frères and Foros Group. He holds a BA from Pomona College and an MBA from the Wharton School at the University of Pennsylvania.


Ted Yu is the Chief of the Office of Mergers and Acquisitions in the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC).  Previously, he was the Senior Advisor to SEC Chair Mary Jo White, Senior Special Counsel to the Director of the Division of Corporation Finance, and Senior Special Counsel in the Division’s Office of Chief Counsel.  In addition, Mr. Yu was in private practice in New York and Washington, D.C.  He received his law degree from The George Washington University Law School and his B.A. in history from Cornell University.