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Impact of the COVID-19 Pandemic on the Current Shareholder Activism Environment


Speaker(s): Frank J.. Aquila, Melissa Sawyer
Recorded on: Mar. 31, 2020
PLI Program #: 299257

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


In December 2018, The Financial Times described Frank Aquila as “one of the most influential and high-profile M&A and corporate lawyers in the U.S.” who has “played a role in many of the largest and most complex deals.” In December 2019, Mr. Aquila was one of the dealmakers profiled in an article in The Financial Times titled “Deal lawyers are masters of seeing the next move.” The Wall Street Journal profiled him as one of the six top dealmakers of the year in 2019 and one of the seven top dealmakers in 2018. These recognitions highlight Mr. Aquila’s consistently broad multidisciplinary practice.

During the course of his career, Mr. Aquila has advised on deals totaling more than $1 trillion in value, including advising on more than $100 billion in 2019. He has been called upon by global leaders such as AmgenAndeavorAnheuser-Busch InBevCheniere EnergyDiageoDiebold NixdorfInternational Airline GroupKraftNavistar InternationalNovartisTiffany & Co. and United Rentals to advise them and their boards of directors on M&A, proxy contests, activism, unsolicited bids, corporate governance, crisis management and a range of matters affecting corporate policy and strategy.

Mr. Aquila has been universally recognized as one of the world’s leading mergers and acquisitions lawyers. The strength of his practice has resulted in his being one of only a handful of lawyers who has been ranked by Chambers Global in Band 1 (their top tier), as an American Lawyer “Dealmaker of the Year,” as a recipient of the Atlas Award as “Global M&A Lawyer of the Year” and as a three-time Law360 MVP. For his work in corporate governance, Mr. Aquila has been named several times by the National Association of Corporate Directors (NACD) to their “Directorship 100” as one of the 100 most influential people in corporate governance and inside the boardroom. Best Lawyers in America named Mr. Aquila as its 2017 Corporate Governance Law “Lawyer of the Year.” In 2014, Global M&A Network recognized him as one of the top 50 lawyers in the world. 

Mr. Aquila is widely acknowledged as an innovator and thought leader in the profession. In 2018, Mr. Aquila was recognized by The Financial Times as one of the Top 10 Legal Innovators in North America. In 2015, The FT also recognized his representation of Kraft in its merger with Heinz to form The Kraft Heinz Company as one of the most innovative in North America. In 2009, Mr. Aquila was selected by the American Bar Association as a “Legal Rebel” – one of the profession’s 50 leading innovators. In 2015, the National Law Journal named him as one of M&A’s “Trailblazers” for “excellence in dealmaking.” He is also a two-time winner of the Burton Award for Legal Achievement (2005, 2010) and led the Sullivan & Cromwell team advising on The American Lawyer’s 2016 “Deal of the Year” – Kraft merger with Heinz.

During the course of his career, Mr. Aquila has advised numerous clients in many of the largest and most important global transactions that have been transformational across a range of business sectors‎. In pharmaceuticals he represented The Upjohn Company in its merger with Pharmacia to create Pharmacia & Upjohn and its subsequent acquisition of Monsanto to form Pharmacia. In beverage alcohol Mr. Aquila represented Grand Metropolitan in its combination with Guinness to form Diageo and Diageo in its acquisition of Seagram Wine & Spirits. In brewing he represented InBev in its successful bid for Anheuser-Busch and Anheuser-Busch InBev in its follow-on deals to acquire SABMillerGrupo Modelo and Oriental Brewery. In biotech he represented Amgen in its acquisitions of AbgenixOnyx and Otezla® and Novartis in its acquisition of The Medicines Company. In aviation he represented British Airways in its combination with Iberia to form IAG International Airlines Group. In consumer packaged goods Mr. Aquila represented Pillsbury in its combination with General Mills and Kraft in its merger with H.J. Heinz to form The Kraft Heinz Company. In equipment rental he represented United Rentals in its acquisitions of RSC, Neff Corporation and BlueLine Rental. In automated payment systems and ATMs Mr. Aquila represented Diebold in its combination with Wincor Nixdorf to form Diebold Nixdorf. In food and beverage retailing Mr. Aquila advised Panera in its acquisition by JAB. In oil and gas Mr. Aquila represented Andeavor in its acquisition by Marathon Petroleum. In luxury goods Mr. Aquila is representing Tiffany & Co. in its acquisition by LVMH Moët Hennessy Louis Vuitton.

Mr. Aquila is a member of the Firm’s Management Committee and is Global Head of the Firm’s M&A Practice. Previously, Mr. Aquila was the co-managing partner of Sullivan & Cromwell’s General Practice Group (the Firm’s global corporate practice) and in that role he was responsible for almost 500 lawyers in 12 offices around the world.