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Mergers & Acquisitions 2021: Advanced Trends and Developments


Speaker(s): Adam Dunayer, Adam Perry, Anton Sahazizian, Audra D. Cohen, Blake Rohrbacher, Charles W. Cox, Corinne Elise Amato, Elizabeth A. Cooper, Hon. Collins J. Seitz, Jr., Hon. Joseph R. Slights III, Hon. Kathaleen St. J. McCormick, Hon. Morgan T. Zurn, Jane Goldstein, Jennifer Kopylov, Joel Friedlander, Kevin Miller, Kristin Zimmerman-Sorio, Laura Acker, Laura C. Turano, Lawrence S. Spiegel, Lewis R. Steinberg, Margaret A. Keeley, Melinda Brunger, Melissa A. DiVincenzo, Melissa Sawyer, Meredith Kotler, Patricia O. Vella, Saee Muzumdar, Stephanie Norman, Stephen P. Anthony, Steven M. Haas, T. Brad Davey, Ted Yu, Tiffany Posil, Ting S. Chen, Wade Houston, Warren S. De Wied, William D. Regner
Recorded on: Jan. 21, 2021
PLI Program #: 303149

Adam Dunayer is a Managing Director and member of Houlihan Lokey’s Financial Restructuring Group. He leads the firm’s Southwest financial restructuring and national distressed-company M&A efforts. Mr. Dunayer has over three decades of experience consummating transactions and providing strategic advice to companies and creditors in connection with in- and out-of-court financial restructurings, mergers, acquisitions, and dispositions. He also has extensive experience raising debt and equity capital in public and private markets. Mr. Dunayer is based in the firm’s Dallas office.

Mr. Dunayer’s experience spans industries including energy and oilfield services, consumer products, food, healthcare, building products, general industrial, telecom, and technology. His recent engagements include Quicksilver Resources (company), Spansion (secured creditors), Innovative Communication (company), Heartland Automotive (secured creditors), Pilgrim’s Pride (equity committee), and Global Home Products (company). Mr. Dunayer speaks frequently on trends and issues in restructuring, distressed M&A, and other topics. He has also testified as an expert witness on a variety of bankruptcy and restructuring issues.

Before joining Houlihan Lokey, Mr. Dunayer was a Managing Director with Bear, Stearns & Co. In addition, he was an Executive Vice President and Chief Financial Officer with Miller Industries, where he also served as President of the company’s largest subsidiary. 

Mr. Dunayer holds a B.B.A. from the University of Texas at Austin. He is a member of the American Bankruptcy Institute and the Turnaround Management Association.


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.


Anton Sahazizian is a Managing Director and Head of U.S. Mergers & Acquisitions at Moelis & Company. He has over 20 years of investment banking experience and is currently the Chair of Moelis & Company’s Fairness & Valuation Committee. Mr. Sahazizian has extensive experience advising clients on mergers & acquisitions and was most recently a Managing Director in the Mergers & Acquisitions Group at UBS Investment Bank in New York. Mr. Sahazizian worked at UBS for nearly 10 years, and in his most recent role was the senior banker responsible for the origination and execution of M&A transactions for some of the largest global industrials companies in the chemicals, capital goods, paper, packaging, forest products and energy sectors. He advised on numerous high-profile strategic M&A transactions within the sector and was responsible for related coverage of corporate clients as well as private equity firms. Mr. Sahazizian started his investment banking career in the Los Angeles office of Donaldson, Lufkin & Jenrette and was one of the founders of UBS’ Los Angeles office and their Exclusive Sales and Divestitures Group. Previously, he was a securities lawyer in Toronto, Canada, with McMillan Binch and Goodman and Carr.

Representative transactions:

  • BMC Stock Holdings all-stock $7.0bn merger with Builders FirstSource
  • Barrette Outdoor Living’s sale to TorQuest and Caisse de depot et placement du Quebec
  • The Stars Group all-stock $19.0bn combination with Flutter Entertainment
  • MPM Holdings $3.0bn sale to a Korean investor group
  • Navigators $2.0bn sale to The Hartford Financial Services Group
  • Aimia’s sale of its Aeroplan loyalty business to Air Canada, Visa, TD and CIBC
  • Siemens acquisition of Mendix
  • Brookfield’s acquisition of Forest City Realty Trust
  • ModSpace $1.0bn sale to WillScot Corp
  • AV Homes’ $813mm sale to Taylor Morrison
  • KapStone Paper and Packaging’s $5.0bn sale to WestRock

Mr. Sahazizian holds a B.A. in Political Science from the University of Western Ontario. He also graduated from Queen’s University Law School in Kingston, Ontario and received an M.B.A. from the Fuqua School of Business at Duke University.


Audra Cohen is co-Managing Partner of the Firm’s General Practice Group globally and serves as a co-head of the Firm’s Consumer & Retail and Power and Utility Groups. She has extensive experience representing clients on a broad range of merger and acquisition transactions, including public company mergers, private company transactions and spinoffs, and advising boards of directors on corporate governance and activism matters. As an active member of the Firm’s management and administration, Ms. Cohen also serves on the Firm’s Diversity Committee.

Selected clients include: Adient, Andeavor, AT&T, Avon Products, C&S Wholesale Grocers, Collective Brands, Connecticut Water Service, Diageo, Dynegy, Intercontinental Exchange, Kraft Foods Group, LSC Communications, NBTY, Panera Bread, Pepco, Quality Care Properties, Riverstone Holdings and Pattern Energy Group Holdings 2 LP, Ron Shaich, RR Donnelley & Sons, Wachovia Corporation and ZF Friedrichshafen. 

Selected Recognitions

  • New York Super Lawyers – “Top Woman Attorney in New York” (2016-2019) and a leading lawyer for M&A (2006-2020)
  • The American Lawyer – co-leader of S&C team advising on 2016 “Deal of the Year” – Kraft merger with Heinz (2016)

Selected Publications and Speaking Engagements

  • “Accelerating and Evolving Role of ESG and ‘Stakeholder’ Governance,” PLI’s Preparing for Shareholder Activism: What You Need to be Doing Now 2020 (Panelist, 2020)
  • “Planning for the Unpredictable: Proactive Scenario Planning by Boards of Consumer & Retail Companies,” WomenCorporateDirectors Global Institute (Panelist, 2020)
  • “Public Company M&A Deals,” 37th & 38th Annual Federal Securities Institute (Panelist, 2019 & 2020)
  • “Deal Activism: How Dealmakers Can Prepare for and Respond to Activist Campaigns Against M&A Transactions,” PLI’s Preparing for Shareholder Activism: What You Need to be Doing Now 2018 (Panelist, 2018)

Education

George Washington Law School, J.D. 1992
University of Washington, B.A. 1989


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 and in the 2021 edition of Best Lawyers in America.  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.)

 

 


Elizabeth A. Cooper is a Partner in the Firm’s Corporate Department. Elizabeth’s diverse practice focuses on mergers and acquisitions, joint ventures, investments, recapitalizations and other corporate transactions. 

Select M&A transactions on behalf of private equity sponsors include:

  • Blackstone in its $20 billion partnership with Thomson Reuters for Refinitiv, Thomson’s Financial and Risk Business, its acquisitions of Harvest Fund Advisors and Clarus (a life sciences investment firm), its recapitalization of SERVPRO, in which Blackstone’s Core Private Equity strategy acquired a majority stake in SERVPRO, its acquisition of PSAV, its acquisition and sale of Allied Barton, its sale of Optiv and its acquisitions of BioMed Realty Trust, Service King and Tradesmen International
  • Oaktree Capital Management in its sale of 62% of Oaktree business to Brookfield Asset Management and its transaction to assume the management of Fifth Street Finance Corp. and Fifth Street Senior Floating Rate Corp.
  • KKR in its acquisition of Avoca Capital and investments in Focus Financial, PURE Insurance and Santander Consumer USA, as well as KKR and Caisse de dépôt et placement du Québec in their joint acquisition of USI Insurance Services
  • Sedgwick in its $6.7 billion sale to funds affiliated with Carlyle and Stone Point Capital and Caisse de dépôt et placement du Québec
  • The Carlyle Group in its acquisition and partial divestiture of The TCW Group and its investment in Sandler O’Neill + Partners

Recent strategic M&A transactions on which Elizabeth has advised include:

  • Refinitiv in its announced sale to the London Stock Exchange
  • First Data in its $22 billion merger with Fiserv to create one of the world’s leading payments and financial technology providers
  • Tyco International in its merger with Johnson Controls and Johnson Controls in the sale of its Power Solutions business to Brookfield
  • MassMutual in its $5.7 billion sale of OppenheimerFunds to Invesco
  • Fifth Third Bancorp in its $4.7 billion merger with MB Financial
  • Synovus in its $2.9 billion acquisition of FCB Financial Holdings
  • People’s United Financial in its acquisitions of First Connecticut Bancorp, Gerstein Fisher, Suffolk Bancorp, Danvers Bancorp, Smithtown Bancorp, River Bank and Financial Federal Corporation
  • KeyCorp in its $4.1 billion acquisition of First Niagara Financial Group
  • SunGard in its $9.1 billion sale to Fidelity National Information Services

In addition, Elizabeth represented the U.S. Treasury in connection with structuring and documenting its $250 billion program for purchasing equity in U.S. financial institutions under TARP and in connection with its equity investments in Citigroup and Bank of America. 

Named a 2019 “Dealmaker of the Year” by The American Lawyer, Elizabeth was recognized for her work on Blackstone’s $20 billion partnership with Thomson Reuters for Refinitiv. Elizabeth was also recently named “Best in M&A” by Euromoney’s Women in Business Law Americas Awards 2020, included on The Deal’s inaugural “Women in M&A: The Powerhouse 20” list, recognized by Crain’s as a “Notable Woman in Law” for 2019, named an “MVP” in Private Equity for 2019 by Law360 and named “Private Equity Lawyer of the Year” at The Deal Awards in 2018. She has been recognized by Chambers USA: America’s Leading Lawyers for Business since 2011 where she is described as an “exceptional talent” and a “very competent, responsive and very hard-working” lawyer. 

Elizabeth joined Simpson Thacher following her graduation in 2001 from Columbia Law School, where she was a James Kent Scholar. She received her A.B., cum laude, in 1997 from Harvard University. She is admitted to practice in New York and is a member of the Association of the Bar of New York City.


Jane Goldstein is co-head of Ropes & Gray’s mergers & acquisitions group and co-managing partner of the Boston office, maintaining offices in both New York and Boston. She is also head of the retail & consumer brands industry group.

Jane advises a wide range of public and private companies and their boards of directors with respect to corporate governance, securities regulation and general legal matters, and frequently represents investment banking firms serving in financial advisory roles. She also has extensive experience counseling U.S. companies in the retail and consumer products industry. Representative clients include adidas AG, Michaels Stores, Oscar de la Renta Ltd., Castanea Partners, General Catalyst, Charlesbank Capital, and Joseph Altuzarra.

Jane regularly participates as a guest speaker and panelist at industry events and is on the New York Bar Association Committee on Mergers, Acquisitions & Corporate Control Contests. Jane is also on the Board of Trustees for The Women’s Bar Foundation in Boston, Massachusetts. Jane has received recognition from various legal ranking publications, including IFLR 1000, Chambers, The Best Lawyers in America and Legal 500

Jane received her JD, magna cum laude, Boston University School of Law, 1989; Editor-in-Chief, Annual Review of Banking Law and BA (French Language and Literature), magna cum laude, Boston University, 1982.


Jennifer Kopylov is a managing director in the Consumer Retail Group (CRG) and the Mergers and Acquisitions Group, leading the CRG principal investing efforts. She previously served as sector captain for the food retail and food distribution sectors. Jennifer joined Goldman Sachs as an associate in 2009 and was named managing director in 2017.

Prior to joining the firm, Jennifer worked at General Mills where she held various roles in the Information Systems division. Jennifer serves on the National Board of Directors of the Posse Foundation.

Jennifer earned a BS in Mathematics and Computer Science, summa cum laude, from Dillard University, where she was valedictorian. She also earned an MBA in Finance from the Wharton School of the University of Pennsylvania, where she was designated a Palmer Scholar.


Kevin Miller 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


Kristin Zimmerman-Sorio is a Managing Director with Morgan Stanley’s Mergers & Acquisitions division based in New York and leads the firm’s SPAC M&A practice.  In her capacity as an M&A practitioner, Kristin has predominantly focused across the Industrial, Chemical and Consumer sectors.  Prior to joining Morgan Stanley in 2007, Kristin worked for Cherokee Investment Partners, a private equity fund based in Raleigh, NC and London, UK.

Kristin received a B.A. in Political Science from North Carolina State University (awarded class Valedictorian) and an MBA from The University of Chicago Booth School of Business with concentrations in Finance and Accounting.

She is also a senior board member of Read Ahead, a non-profit organization providing mentorship to underprivileged children in New York City elementary schools.  Additionally, she sits on the NYC Steering Committee for Women in M&A (“WiMA”), focused on promoting opportunities for women deal-makers across Wall Street.

Selected Notable Transactions:

  • $2.1Bn combination of Aeva and InterPrivate Acquisition Corp. (Nov-20)
  • $2.6Bn combination of E2open and CC Neuberger Principal Holdings I (Oct-20)
  • Caterpillar’s acquisition of The Weir Group’s Oil & Gas division for $405MM (Oct-20)
  • Sale of Garrett Motion to KPS Partners for $2.1Bn via a voluntary pre-arranged Chapter 11 filing (Sept-20)
  • Strategic partnership between Gap, Inc. and Kanye West for YEEZY Gap collaboration (Jun-20)
  • Sale of Wesco Aircraft to Platinum Equity for $1.9Bn (Aug-19)
  • Sale of Lord Corporation to Parker Hannifin for ~$3.7Bn (Apr-19)
  • Hitachi’s acquisition of JR Automation Technologies for ~$1.4Bn (Apr-19)
  • Bridgestone’s acquisition of TomTom Telematics for ~$1Bn (Jan-19)
  • $1Bn+ Series D investment in Lucid Motors by the Public Investment Fund of Saudi Arabia (Sept-18)
  • Stanley Black & Decker’s acquisition of the Attachments division of International Equipment Solutions from KPS Capital Partners for $690MM (Aug-18)
  • Brunswick Corporation’s acquisition of Power Products’ Global Marine business from Genstar Capital for $910MM (Jun-18)
  • Tianqi Lithium’s acquisition of a 24% minority stake in Sociedad Quimica y Minera de Chile S.A. valued at $4.1Bn from Nutrien Ltd. (May-18)
  • Sale of nuTonomy to Delphi Automotive for ~$450MM (Oct-17)
  • Littelfuse’s acquisition of Ixys Corporation for $655MM (Aug-17)
  • Advisor to General Motors on its successful activist defense with respect to Greenlight Capital’s proxy proposal (Jun-17)
  • Sale of Panera Bread to JAB Holding Company for $7.5Bn (Apr-17)
  • Sale of Chemtura to Lanxess AG for $2.5Bn (Sept-16)
  • Sale of Monsanto Company to Bayer AG for $66Bn (Sept-16)
  • Sale of Axiall Corporation to Westlake Chemical for $3.8Bn (Jun-16)


Laura C. Turano is a partner in the Paul, Weiss Corporate Department and a member of the firm’s Mergers & Acquisitions Group. Laura’s practice focuses on advising clients in connection with public and private company mergers and acquisitions, joint ventures, carve-outs and other significant transactions. She also advises clients on activist defense and corporate governance matters.

EXPERIENCE

Laura’s notable representations have included:

  • ABB in its acquisition of General Electric’s Industrial Solutions business
  • AstraZeneca in its acquisition of ZS Pharma
  • Baker Hughes in its proposed merger with Halliburton; the formation of its hydraulic-fracturing joint venture with CSL Capital and West Street Energy Partners; its merger with GE Oil & Gas; and GE’s subsequent sell-down of its majority stake in Baker Hughes
  • CNOOC in its acquisition of Nexen
  • CSX in its settlement agreement with Mantle Ridge
  • ExxonMobil in its acquisition of InterOil
  • Goldman Sachs Merchant Banking Division in its acquisition of Boyd Corporation
  • IBM in its spin-off of its managed infrastructure services business into a separate publicly traded company
  • Mitsubishi UFJ Lease & Finance in the acquisitions of Jackson Square Aviation, Engine Lease Finance Corp. and Beacon Intermodal Leasing
  • PharMerica in its sale to KKR
  • SS&C in its acquisition of Citigroup’s Alternative Investor Services business
  • Teladoc Health in its merger with Livongo Health
  • VF Corp. in the sale of the Nautica brand to Authentic Brands Group
  • Williams Partners in the sale of its Four Corners Area business to Harvest Midstream and its 50% interest in Jackalope Gas Gathering Services to Crestwood Equity Partners


Lewis R. 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.

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.


Meg Keeley concentrates her practice on complex civil and criminal matters.  She has tried over a dozen cases, including jury trials, court trials, and arbitrations, for corporations, law firms, and individuals throughout the United States.  Her recent experience includes a particular focus on the defense of professional liability claims, as well as on securities litigation and enforcement. Meg is Co-Chair of the Law Firm Defense practice group.

Meg has defended major law firms in legal malpractice and other professional liability matters, including malpractice suits arising in intellectual property matters.  Though all cases vary and none is predictive, in the last two years alone, she has represented seven of the Am Law 100 firms, including defending one in a jury trial that concluded with a unanimous verdict in favor of the law firm.

Meg also has defended issuers, underwriters, investment management firms, and corporate officers and directors in securities litigation brought under the 1933 Securities Act, the 1934 Securities Exchange Act, and the Investment Advisors Act.  Her experience includes defending a Bear Stearns hedge fund manager charged with securities fraud and insider trading in a trial in which the jury acquitted on all counts.


Melissa DiVincenzo is a partner in Morris Nichols’ Delaware Corporate Counseling Group. She provides advice on corporate governance matters and private and public corporate transactions, including initial public offerings, mergers, asset sales, domestications, dissolutions and financing transactions.

Her work also involves guiding Delaware corporations on the requirements of the Delaware General Corporation Law (“DGCL”), counseling boards of directors and board committees with respect to fiduciary duties, and providing formal legal opinions on issues of Delaware law.

In her M&A practice, Melissa provides advice regarding public and private company acquisitions, fiduciary duty and conflict issues, and Delaware aspects of equity acquisition financing. She also serves as counsel to special committees of the boards of directors of Delaware corporations, providing insight on matters of Delaware law.

Melissa is actively involved with the American Bar Association’s Mergers and Acquisitions Committee and serves as the co-chair of the Private Company Merger Agreement Working Group. Appointed by the Delaware Supreme Court, Melissa served on the Delaware Board of Bar Examiners from 2015-2017. She previously served on the Delaware Bar Association’s subcommittee on Sections 204 and 205 of the DGCL.

Melissa frequently speaks on Delaware corporate law issues with a focus on M&A developments, the changing litigation landscape, and technical guidance from the Delaware courts on drafting matters.

Before practicing law in Delaware, she earned her J.D., magna cum laude, from Dickinson School of Law of The Pennsylvania State University in 2001, where she served as comments editor of The Dickinson Law Review. She completed her undergraduate education at Mount Saint Mary’s University, receiving a B.A., magna cum laude, in English and History in 1998.


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, Novartis, 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. As major M&A transactions and board-level controversies continue to receive scrutiny, Meredith has defended clients in litigation relating to dozens of transactions with a cumulative value of over $95 billion in the last six years.

Meredith has also played a leading role in many matters raising novel corporate governance issues, including the corporate control battle between National Amusements, Inc. and CBS Corporation, for which she was named “Litigator of the Week” by The American Lawyer for her successful representation of NAI and the Redstones. She has argued many noteworthy cases in federal and state courts, including the Delaware Chancery Court and has secured dismissals of significant securities class actions for high-profile clients.

From 1998 to 2004, Meredith served as an Assistant US Attorney in the Southern District of New York, including as Deputy Chief Appellate Attorney. 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.

Meredith 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. She is also included on Benchmark’s Top 250 Women in Litigation list.


Saee Muzumdar is a partner in the New York office of Gibson, Dunn & Crutcher. Ms. Muzumdar is a corporate transactional lawyer whose practice includes representing both strategic companies and private equity clients (including their portfolio companies) in connection with all aspects of their domestic and cross-border M&A activities and general corporate counseling. She has significant experience with acquisitions and divestitures of public and private entities (including both negotiated transactions and contested takeovers), venture capital investments, proxy contests, tender and exchange offers, recapitalizations, leveraged buyouts, spinoffs, carveouts, joint ventures and other complex corporate transactions. In addition, Ms. Muzumdar has represented a number of major investment banks as financial advisors in M&A transactions and financial institutions in connection with their investment activities.

Ms. Muzumdar’s corporate clients include Clorox, GE, Hologic, Kraft Heinz, Merck, News Corp., PepsiCo and Xylem, among others. Ms. Muzumdar’s private equity investor clients include Investcorp, J.H. Whitney and Tengram Capital, among others. Ms. Muzumdar’s investment bank clients include Centerview, Evercore, Goldman Sachs, Guggenheim Securities, Lazard, PJT Partners and UBS, among others.

Ms. Muzumdar has been recognized as a leading corporate attorney by The Best Lawyers in America©, as well as a “Rising Star” in M&A by the International Financial Law ReviewNew York Law Journal and Law360. She was named “Corporate Rising Star Attorney of the Year” by Euromoney Legal Media Group at its 2020 Women in Business Law Awards.

Ms. Muzumdar received her Juris Doctor, magna cum laude, in 2008 from the University of Michigan Law School, where she was elected to the Order of the Coif. She received her Bachelor of Arts degree from McGill University in 2005. Ms. Muzumdar is a member of the firm-wide Associates Committee, Lateral Partner Committee, Professional Development Committee and an active member of the Diversity Committee. Ms. Muzumdar also helps teach a mergers and acquisitions simulation course at New York University School of Law.

Ms. Muzumdar is admitted to practice in the State of New York.


Stephanie Norman is a Director at Richards, Layton & Finger, P.A., in Wilmington, Delaware. She focuses her practice on advisory and transactional matters relating to Delaware corporations. Her practice includes drafting organizational documents of Delaware corporations, assisting Delaware corporations and corporate practitioners in remedying defective corporate acts under Section 204 of the Delaware General Corporation Law and handling mergers & acquisitions transactions involving Delaware corporations, including providing advice regarding fiduciary duties, deal-protection measures, and related matters of Delaware corporate and contract law.

Stephanie has served as a member of a subcommittee of the Corporation Law Council of the Corporation Law Section of the Delaware State Bar Association, which is the body responsible for proposing amendments to Delaware’s corporation and alternative entity laws, in connection with the amendments to Delaware’s ratification and validation statutes.  Through her exceptional command of the ratification process, she has successfully guided clients through thorny authorization and capitalization issues.

Stephanie has published numerous articles on matters of Delaware corporate law and governance, and she is a sought-after presenter on issues of Delaware corporate law and practice.

Stephanie received her B.A. degree from New York University and her J.D. degree from Georgetown University Law Center.


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 and member of the board of trustees 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 P.A. and Richards, Layton & Finger P.A.

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 Morgan T. Zurn was sworn in as a Vice Chancellor of the Court of Chancery on October 4, 2018, after having served as a Master in Chancery since March 2016. Before joining the Court, she was a Deputy Attorney General at the Delaware Department of Justice. Prior to joining the AG’s office, Vice Chancellor Zurn was a patent litigator in private practice.

Vice Chancellor Zurn served as a judicial law clerk to the Honorable Richard G. Andrews of the United States District Court for the District of Delaware. She holds a Juris Doctorate, cum laude, and a Master’s degree in bioethics from the University of Pennsylvania, and holds a B.A., with distinction, from the University of Virginia.


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.


Ting S. Chen is a partner in Cravath’s Corporate Department. Her practice focuses on mergers and acquisitions, corporate governance and activism and takeover defense.

Ms. Chen’s clients have included Avon, BDT Capital Partners, British American Tobacco, DHT, DreamWorks Animation, Goldman Sachs, Honeywell, IBM, Illumina, InterMune, JPMorgan Chase, Kraft, Lundbeck, OneBeacon Insurance, Pitney Bowes, Qualcomm, Starbucks, The Washington Post, White Mountains Insurance and Zale Corporation.

Ms. Chen has been recognized for her work in mergers and acquisitions by The Legal 500 and IFLR1000. In 2019, she was included in Crain’s New York Business’s list of “Notable Women in Law.” In 2017 and 2018, Ms. Chen was named a “Next Generation Lawyer” in the media and entertainment arena by The Legal 500. In 2015, Ms. Chen was named a “Rising Star” by Law360, recognizing her as one of eight outstanding merger and acquisition lawyers in the nation under the age of 40.

Ms. Chen was born in Taipei, Taiwan. She received an A.B. summa cum laude from Harvard University in 2003, where she was elected to Phi Beta Kappa, and a J.D. from Stanford Law School in 2006. Ms. Chen joined Cravath in 2006 and became a partner in 2014.


Wade Houston is an associate at Abrams & Bayliss LLP in Wilmington, Delaware.  His practice focuses on litigation, advisory, and transactional matters relating to Delaware corporations and alternative entities. 

Mr. Houston received his B.A. summa cum laude from the University of Alabama and his J.D. magna cum laude from the University of Pennsylvania Law School.  Mr. Houston served as a law clerk to the Honorable J. Travis Laster of the Delaware Court of Chancery.


Warren de Wied is a member of the Firm's Mergers and Acquisitions Practice. He is widely recognized as a leading advisor to corporate boards and public companies in M&A transactions, shareholder activism and corporate governance.

For more than 30 years, Mr. de Wied has represented corporate boards, public companies, private equity firms and investment banks in major M&A transactions, takeover defense, contested bids, activist shareholder campaigns and corporate governance matters.  His corporate board practice has included advising companies in connection with activist campaigns by many prominent activist funds, including Elliott Associates, Icahn Management, Pershing Square, Relational Investors, Starboard Value, Third Point and ValueAct. Companies he has advised on activist matters include Applied Materials, Autodesk, Brocade Communications, Electronic Arts, Juniper Networks, NetApp, Netflix, Nuance Communications, Rackspace Hosting and Riverbed Technology.

Recent representations include:

  • The Blackstone Group in connection with the acquisition of Great Wolf Resorts.
  • The Special Committee of NorthStar Realty Europe Corp. in connection with $1.1 billion sale of the company to funds managed by AXA investment Managers.
  • Morgans Hotels Group Co., Inc. in connection with the sale of the company to SBE Entertainment Group.
  • The Special Committee of IAC/InterActive Corp in connection with the proposed creation of a class of  non-voting common stock.
  • RMS Limited Partnership, the controlling shareholder of Forest City Realty Trust, in connection with the proposed elimination of FCE's dual class common stock structure.
  • Knight Transportation, Inc. in its US$6 billion merger with Swift Transportation Company.

Mr. de Wied rejoined Fried Frank in 2016 after six years as a partner at Wilson Sonsini Goodrich & Rosati. From 2007 to 2009, Mr. de Wied was previously a managing director and head of Merrill Lynch's takeover defense and shareholder activist response practice.

Prior to joining Merrill Lynch, Mr. de Wied was a partner at Fried Frank and co-head of the Firm's Mergers and Acquisitions Practice, working on a number of the most high-profile transactions of the past two decades, including representations of BellSouth in its US$89 billion merger with AT&T, Burlington Resources in its US$35 billion merger with ConocoPhillips, the management of Reckson Associates Realty Corp. in the US$6 billion sale of Reckson to SL Green, The Rouse Company in its US$12.6 billion merger with General Growth Properties, El Paso Corporation in its acquisitions of Coastal Corp. (US$16 billion), Sonat (US$4 billion), and Tenneco Energy (US$2.6 billion), and Mittal Steel in its successful €26.5 billion unsolicited takeover bid for Arcelor.

Mr. de Wied frequently writes and speaks on mergers and acquisitions and corporate governance topics. In 2019, Mr. de Wied was awarded the Law360 Distinguished Legal Writing Award for his article "Recent Trends In Shareholder Activism."

Bar Admissions/Licensed Jurisdictions

New York


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 (2020), where he receives praise for his “great perspective and judgment,” and where clients note his “command of details and balanced view.” Sources have also said 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 have highlighted his “excellent commercial judgment and good commercial sense” and have said 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 have described 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 (2020), where one client declares that he is “the best attorney of all I have used in 50 years of business.” Other sources have described him as “thoughtful, smart and savvy” and lauded his delivery of “high-value and to-the-point advice.” He is also recognized by IFLR1000 (2020) as a leading M&A lawyer.

Mr. Regner is a frequent speaker on legal developments affecting mergers and acquisitions. Recent engagements include “Advising a Special Committee in Mergers & Acquisitions” (2020) at the Practising Law Institute’s Mergers & Acquisitions 2020: Advanced Trends and Developments conference; “Advising the Board of Directors in an M&A Transaction: An Overview of the Board’s Responsibilities” (2018 & 2019) at the Practising Law Institute’s Mergers & Acquisitions 2018 & 2019: Advanced Trends and Developments conferences; “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 the 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 2019) and is a contributor to Corporate Governance: Law and Practice (Matthew Bender 2013). His published articles include “Back to Work: Protect Directors Too,” Harvard Law School Forum on Corporate Governance (June, 2020); “What the FRB Non-Control Proposal Means for Activist Investment in Banks,” Bloomberg Law (May, 2019); “Delaware M&A Appraisal After DFC, Dell and Aruba,” Harvard Law School Forum on Corporate Governance and Financial Regulation (May, 2019); “Debevoise Discusses Delaware Chancery Ruling on a Material Adverse Event,” The CLS Blue Sky Blog (October, 2018); “Appraisal Rights: Navigating the Maze After DFC Global, Dell, and Aruba” for the Harvard Law School Forum on Corporate Governance and Financial Regulation (April, 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. Mr. Regner 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.


Clients come to Stephen Anthony with their most pressing and complex litigation matters, recognizing him as "a very even-keeled defense lawyer who knows how to navigate the dangerous terrain of a criminal case and parallel civil proceedings" (Chambers USA).

A trial lawyer and deputy chair of Covington’s global litigation practice, he has experience handling the highest-stakes cases. He has tried 34 cases before juries, ranging from complex criminal cases involving bribery, fraud, and obstruction of justice to patent infringement claims. In his civil litigation practice, he has achieved highly favorable pre-trial outcomes in multi-billion-dollar disputes over alleged financial frauds and patent infringement claims.

Mr. Anthony represents corporations and individuals in government investigations of alleged accounting fraud, consumer fraud, international trade control violations, violations of laws governing the manufacture and marketing of pharmaceutical products, and violations of the Foreign Corrupt Practices Act (FCPA).

In five years as an Assistant U.S. Attorney and three years as a Trial Attorney in the Public Integrity Section of the Criminal Division of the U.S. Department of Justice, Mr. Anthony prosecuted cases involving bribery, extortion, obstruction of justice, false statements, tax offenses, and mail/wire fraud.

In addition to his client work, Mr. Anthony is an adjunct professor at Georgetown University Law Center, where he teaches a course titled "Counseling the Corporation in Crisis."


For more than 25 years, Lawrence S. Spiegel has represented corporations, their directors, officers and employees in cases involving the most serious and complex criminal and civil claims. Mr. Spiegel has represented clients in both federal and state courts, and in connection with investigations by the Department of Justice (DOJ), the Securities and Exchange Commission (SEC) and various state attorneys general’s offices, as well as district attorneys’ offices. He has successfully defended many clients in high-profile criminal investigations and indictments, in civil litigations and on appeal. In addition, he has led many corporate internal investigations, including in cross-border contexts, and has advised boards of directors and management of public and private companies on compliance issues and programs, including those related to the Foreign Corrupt Practices Act (FCPA), anti-money laundering and securities regulations.

Mr. Spiegel, a member of the practice group that has been named White Collar/Regulatory Litigation Department of the Year by The American Lawyer, has repeatedly been recognized in Chambers USA: America’s Leading Lawyers for Business, The Best Lawyers in America, The Legal 500 U.S. and Who’s Who Legal Investigations, in which he was named one of the Leaders in Their Field. Mr. Spiegel also was previously named as one of Ethisphere Magazine’s Attorneys Who Matter and has received the Burton Award for Legal Achievement.

Mr. Spiegel maintains his active practice while serving as the firm’s general counsel and chairing the firm’s Ethics Committee. He is also a member of the firm’s Client Engagement Committee and Risk Committee and serves on the firm’s Policy Committee (ex officio).


Joel Friedlander is a founding partner of Friedlander & Gorris, P.A., a litigation boutique recognized by Benchmark Litigation as “Delaware Firm of the Year” for 2015 and 2017.  The 2020 and 2017 editions of The Best Lawyers in America recognized Mr. Friedlander as “Litigation – Mergers and Acquisitions ‘Lawyer of the Year’ for Wilmington, Delaware.”  He 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 states: “Joel Friedlander is held in the utmost regard by market commentators, who consider him ‘one of the top attorneys in Delaware.’”

Mr. Friedlander received his undergraduate degree, cum laude, and his law degree from the University of Pennsylvania. He was executive editor of the University of Pennsylvania Law Review.  He is a member of the Board of Advisors of the University of Pennsylvania Institute of Law and Economics.  Mr. Friedlander was a lecturer at University of Michigan Law School in 2020 and at Harvard Law School in 2019.  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,”

75(1) Bus. Law. 1441 (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)


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.


Patricia regularly provides advice on corporate governance matters and a variety of corporate transactions for publicly traded and privately held corporations. She 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. She is Co-Chair of the Subcommittee on Acquisitions of Public Companies of the M&A Committee. She was a member of the Corporate Laws Committee (2014-2020) and served as Co-Chair of the MBCA Implementation and Outreach Subcommittee of the Corporate Laws Committee. She also served as Co-Chair of the Joint Task Force on Governance Issues in Business Combinations (2011-2018). 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.

Patricia 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. She also serves as Co-Chair of Practising Law Institute’s Mergers & Acquisitions conference.

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. She received her JD, 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 BS, magna cum laude, in 1992.


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.


Laura Acker is a partner in the Corporate & Financial Services Department of Willkie Farr & Gallagher LLP in New York. Laura’s practice includes public and private mergers and acquisitions, private equity transactions, capital market transactions and general corporate and securities law matters.


  • Melinda’s practice includes capital markets transactions, mergers and acquisitions of public and private companies, and transactions involving corporations and partnerships.
  • In addition, she counsels clients on corporate governance, shareholder proposals and proxy contests.  She advises public companies, audit committees and compensation committees on SEC reporting, proxy statement disclosures and governance.  She has experience advising companies on restructurings and related public disclosures.
  • Her M&A experience includes business combinations of public companies, joint ventures, restructuring transactions, and acquisitions and dispositions of assets.  She has experience representing special committees of the Board of Directors in connection with complex transactions and the issuance of classes of equity securities.
  • Melinda’s capital markets experience includes representing issuers and underwriters in public offerings of debt, common stock and other securities.
  • She has experience advising companies and shareholders in connection with proxy contests and governance policies, as well as shareholder agreements and voting agreements.
  • Melinda received her JD degree from the University of Houston Law Center, MBA degree from The University of Texas at Arlington and BA degree from Middlebury College.