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Doing Deals 2020: The Art of M&A Transactional Practice


Speaker(s): Akin Harrison, Brett K. Shawn, Eliot Cotton, Igor Kirman, Jane Greyf, Jenny Hochenberg, Karla Robertson, Louis Goldberg, Melissa Sawyer, Salvatore Gagliardi, Sarah Jones, Steven J. Matays, Trevor S. Norwitz
Recorded on: Mar. 4, 2020
PLI Program #: 273862

Akin Harrison serves as Senior Vice President, General Counsel and Secretary of TEGNA Inc. (NYSE:  TGNA), an innovative media company whose assets include 62 television stations in 51 markets across the country.  At TEGNA, Mr. Harrison has overall leadership responsibility for the company’s law department and outside counsel and advises the company’s Board of Directors and its senior leadership team.  He also serves as a director of the TEGNA Foundation.

Prior to being named general counsel, Mr. Harrison held various positions of increasing responsibility with TEGNA and provided advice and support on a range of legal matters, including corporate governance, mergers and acquisitions, regulatory and securities law matters.

Before joining TEGNA (formerly Gannett Co., Inc.), Mr. Harrison was a corporate attorney with Weil, Gotshal & Manges in New York and Brobeck, Phleger and Harrison in Washington, DC, where his practice included representing Fortune 500 companies, venture capital firms and early stage companies in mergers and acquisitions, venture capital financings and corporate lending transactions.

Mr. Harrison earned his undergraduate degree in aerospace engineering from the University of Virginia and his J.D. from the University of Michigan Law School.

Mr. Harrison lives in Bethesda, MD with his wife and their three children.


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.


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 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)


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


Jenny Hochenberg is a partner in Cravath’s Corporate Department.  Her practice primarily encompasses mergers and acquisitions and general corporate matters.

Ms. Hochenberg’s notable M&A transactions include representing

  • Cable ONE in its $525.9 million acquisition of Fidelity Communications’ data, video and voice business, its acquisition of Clearwave Communications and its $735 million acquisition of NewWave Communications;
  • Johnson & Johnson in its $3.4 billion acquisition of Auris Health, the $2.8 billion sale of its Advanced Sterilization Products business to Fortive and the $2.1 billion sale of its LifeScan business to Platinum Equity;
  • Atlas Air Worldwide in its long-term commercial agreements to provide air cargo services to Amazon, and its grant of rights to Amazon to acquire Atlas Air equity;
  • Scientific Games in its acquisition of Don Best Sports and its C$775 million acquisition of NYX Gaming Group;
  • Time Warner in its $109 billion sale to AT&T;
  • Pilgrim’s Pride in its $7.7 billion offer for Hillshire Brands and in connection with a competing offer to acquire Hillshire made by Tyson Foods;
  • GKN in the £8.1 billion unsolicited offer from Melrose and the proposed $6.1 billion combination of its Driveline business and Dana; and
  • The Strategic Review Committee of the Board of Directors of Yahoo in the $4.48 billion acquisition of Yahoo’s operating business by Verizon.

Ms. Hochenberg has been recognized for her work in mergers and acquisitions by IFLR1000.  She is a member of the American Bar Association and the International Bar Association. 

Ms. Hochenberg received an A.B. in Economics summa cum laude from Dartmouth College in 2006, where she was elected to Phi Beta Kappa, and a J.D. with distinction from Stanford University in 2009.  Ms. Hochenberg is a member of the New York Stanford Law School Chapter Committee, which serves to strengthen the connections among alumni in New York and between alumni and the school.  She joined Cravath in 2009 and became a partner in 2018.

 


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


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)


Steven J. Matays is the head of Skadden’s New York tax practice. He represents clients on a wide range of U.S. and international tax matters, with a particular emphasis on mergers and acquisitions, spin-offs and other divestitures, complex debt and equity offerings, corporate and partnership restructurings, and joint ventures.

Mr. Matays advises on the tax aspects of structuring financial instruments and executive compensation. Among others, recent notable matters include advising:

  • Twenty-First Century Fox, Inc. in its $71.3 billion acquisition by the Walt Disney Company and the related pre-merger spin-off of certain news, sports and broadcast businesses;
  • Sprint Corporation (as co-counsel) regarding the regulatory aspects of its $59 billion merger with T-Mobile US, Inc.;
  • Worldpay in its $43 billion merger with FIS;
  • Ecolab in the tax-free spin-off of its upstream energy business and its $4.4 billion combination with Apergy;
  • Rockwell Collins, Inc. in its $30 billion acquisition by United Technologies Corporation;
  • Viagogo Entertainment in its pending $4 billion acquisition of StubHub from eBay;
  • DST Systems, Inc. in its $5.4 billion acquisition by SS&C Technologies Holdings, Inc.;
  • Ash Grove Cement Company in its $3.5 billion acquisition by CRH plc;
  • Pinnacle Entertainment, Inc. in its $2.8 billion acquisition by Penn National Gaming, Inc.;
  • Bruce Sherman, as part of an ownership group led by former New York Yankee Derek Jeter, in the $1.2 billion acquisition of Major League Baseball’s Miami Marlins;
  • Hewlett Packard Enterprise Company in the tax-free spin-offs of:
    • its enterprise services business and its combination with Computer Sciences Corp.;and
    • its software business and its combination with Micro Focus International plc;
  • Air Products and Chemicals, Inc, in its:
    • tax-free spin-off of its materials technologies business into a separate, publicly owned company called Versum Materials, Inc.; and
    • $3.8 billion sale of the performance materials division of its materials technologies segment to Evonik Industries AG

Mr. Matays repeatedly has been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business and was named as a 2019 Tax MVP by Law360.


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. 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.  Prior to joining Zoetis, S.J. was a corporate associate in the mergers & acquisitions group at Simpson Thacher & Bartlett in New York.  S.J. received a J.D. from the University of Virginia Law School and a B.A. from Dartmouth University.

About Zoetis

Zoetis is the leading animal health company, dedicated to supporting its customers and their businesses. Building on more than 65 years of experience in animal health, Zoetis discovers, develops, manufactures and commercializes medicines, vaccines and diagnostic products, which are complemented by biodevices, genetic tests and a range of services. Zoetis serves veterinarians, livestock producers and people who raise and care for farm and companion animals with sales of its products in more than 100 countries. In 2018, the company generated annual revenue of $5.8 billion with approximately 10,000 employees. For more information, visit www.zoetis.com.


Karla C. Robertson currently serves as executive vice president, general counsel and secretary of Pentair plc.  Pentair delivers a comprehensive range of smart, sustainable water solutions to homes, business and industry around the world.  Pentair operates from approximately 110 locations in 30 countries and with approximately 10,000 employees. Pentair’s 2018 revenue was $3.0 billion, and it trades under the ticker symbol PNR.  Before joining Pentair in 2017, Ms. Robertson served as executive vice president, general counsel and corporate secretary of SUPERVALU Inc., which was, at the time, one of the largest publicly traded food wholesale distributors in the United States.  Ms. Robertson also held a variety of positions at SUPERVALU before becoming general counsel.  Prior to working at SUPERVALU, Ms. Robertson was in-house counsel at Target Corporation, worked in private practice at Faegre & Benson LLP (currently Faegre Baker Daniels LLP) and served as a judicial law clerk for the United States District Court for the Southern District of Iowa. Robertson holds her J.D. from the University of Denver College of Law and her B.A. from the University of Minnesota, Twin Cities.  Ms. Robertson is also involved in civic life in the Twin Cities, serving on the Board of Directors for the ACLU of Minnesota Foundation and the Colleagues Advisory Board for the Frederick R. Weisman Art Museum.