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Drafting and Negotiating Corporate Agreements 2021


Speaker(s): Ackneil M. Muldrow III, Alexia D. Korberg, Alyssa A. Grikscheit, Janis M. Meyer, Kristen V. Campana, Kyle Rabe, Michael Brueck, Michael J. Traube
Recorded on: Jan. 13, 2021
PLI Program #: 306906

Ackneil M. (Trey) Muldrow III, Partner in Charge of the New York office at Akin Gump Strauss Hauer & Feld LLP. He principally focuses his practice on merger and acquisition transactions and corporate governance counseling.

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

In addition to his transactional matters, Trey is frequently called upon to advise senior executives and boards of directors of private and exchange listed companies on sophisticated corporate governance matters as well as with respect to compliance with the federal securities laws. He is recognized as a leading lawyer advising on restructurings of private equity and other investment vehicles, and has led a number of high-profile and precedent-setting transactions.

Education: J.D., University of Virginia School of Law, 1995; A.B., Princeton University, 1992; Bar Admissions, New York.

Corporate • Mergers and Acquisitions • Corporate Governance • Private Equity • Special Situations


Alexia Korberg is a partner in the Litigation Department at Paul, Weiss, where she specializes in complex civil litigation. She represents clients in high-stakes commercial disputes across a range of industries, including private equity, banking, media, energy, insurance, technology and biomedicine. She has extensive experience in state and federal courts, at both the trial and appellate levels, and in arbitration.

Alexia’s first career was in private equity, and she applies her concomitant understanding of finance, securities, and business to all of her commercial representations.

Alexia’s recent representations include:

  • Oak Hill Capital Partners and individual directors of Oversee.net at trial in the Delaware Court of Chancery over Oak Hill's redemption of preferred equity, resulting in dismissal of all claims against her clients. The court found that defendants proved at trial that their conduct was entirely fair under Delaware’s most exacting standard of review—an exceedingly rare outcome.
  • The special committee of the board of directors of CBS Corp. in connection with CBS Corp.’s merger with Viacom Inc. and related litigation.
  • Kohlberg & Co. in a breach of contract dispute with Snow Phipps Group regarding its proposed acquisition of baking good manufacturer DecoPac Inc. in which Kohlberg is currently asserting that the merger should be terminated because of a “material adverse change” to DecoPac’s business in light of the Covid-19 pandemic, among other grounds.

In addition to her commercial practice, Alexia maintains an active pro bono practice. She was part of the legal team that successfully litigated U.S. v. Windsor from the district court to the U.S. Supreme Court, helping to establish a constitutional right to same-sex marriage, and a series of cases in Mississippi that invalidated the state’s bans on gay marriage and adoption. Alexia has also authored several Supreme Court amicus briefs, including on behalf of lawyers who have had abortions. She currently represents Mississippi’s last remaining abortion provider in a challenge to several unconstitutional abortion restrictions.

The New York Law Journal named Alexia a “Rising Star” in 2020; the New York State Bar Association presented her with the “Outstanding Young Lawyer” award in 2020; Benchmark Litigation named her to the “40 & Under Hot List” in 2020; the LGBT Bar Association recognized her as one of the "Best 40 LGBTQ+ Lawyers Under 40" in 2019; and the American Bar Association honored Alexia with its "On the Rise Top 40 Young Lawyers" award in 2018.

Alexia earned her B.A. from Columbia University, summa cum laude, and her J.D. from Yale Law School.


Alyssa A. Grikscheit has a diverse corporate practice that currently emphasizes complex transactions and alternative investment funds. Her experience also includes private equity and hedge funds, mergers and acquisitions, strategic alliances and restructurings. Alyssa is fluent in Spanish and French and has extensive experience in international transactions, particularly those involving Latin America and other emerging markets such as China and India. Alyssa represents domestic and foreign clients making cross-border investments. She also represents buyers and sellers, including private equity funds and their portfolio companies, in acquisitions, dispositions, strategic alliances, restructurings and financings, including transactions in regulated industries such as the healthcare, pharmaceutical, energy, telecommunications and defense industries. In addition, Alyssa represents sponsors of alternative investment funds in fund formation and other aspects of their operations. Such funds have included distressed debt, energy, infrastructure, real estate opportunity, agribusiness, fintech, microfinance and emerging market funds.

Alyssa is ranked in Chambers Global, Chambers USA and Chambers Latin America where “she is noted for her work in the M&A and private equity space and has longstanding experience dealing with cross-border transactions in Latin America.” Additionally, she has been recognized in IFLR1000 as a “Rising Star” for Investment Funds in the U.S. Alyssa was also recommended in Private Equity Funds in The Legal 500 US and in Capital Markets and Corporate M&A in The Legal 500 Latin America. Alyssa has also been recognized by Latinvex in “Latin America’s Top 100 Lawyers” and is featured as one of “Latin America’s Top 50 Female Lawyers: Corporate/M&A.”

Alyssa actively represents a nonprofit in establishing and capitalizing microfinance institutions in emerging markets on a pro bono basis. She served as co-chair of the Inter-American Committee of the New York State Bar Association’s International Section and is a Life Fellow of the American Bar Foundation.

Alyssa graduated cum laude from The University of Michigan Law School in 1994.  She received a Diploma in European Studies from the College of Europe in Bruges, Belgium in 1991 and an A.B. magna cum laude from Harvard College in 1990.


Janis Meyer advises lawyers, law firms and corporate legal departments on professional responsibility, risk management and lawyer regulation. Having served as the general counsel of a global law firm, she is familiar with a broad spectrum of issues arising in law firms and assists clients on a variety of matters relating to law firm organization, management, policies, mergers and structure as well as the rules governing lawyer conduct. Janis was a partner and General Counsel of Dewey & LeBoeuf and its predecessor, Dewey Ballantine, and served as a member of the two-person wind-down committee that oversaw Dewey & LeBoeuf's bankruptcy filing and the subsequent wind-down of the firm.   She is a prolific speaker on ethics and risk management issues at conferences throughout the country, as well as the UK.  She has recently focused on the effect of the pandemic on the future of law practice. 

Janis is a Special Professor of Law at The Maurice A. Deane School of Law at Hofstra University, where she teaches "Legal Ethics" and a Lecturer in Law at Columbia University School of Law, where she teaches "Professional Responsibility." 

 


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

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


Kyle Rabe represents clients in connection with mergers and acquisitions transactions, including public and private acquisitions and divestitures, minority investments, joint ventures, recapitalizations and private equity transactions.  He has represented a number of major life sciences companies in connection with buy-side and sell-side mergers and acquisitions transactions. He also represents clients in a variety of other industries, including energy, sports, industrials, communications and media.

Representative Matters:

  • Johnson & Johnson in various acquisitions and divestitures, including its acquisition of Olive Medical, acquisition of 3D printing technologies from Tissue Regeneration Systems, sale of Prodisc, and sale of RoC Skincare.
  • UCB in the sale of its specialty generics division to Lannett and, previously, the announced sale to Advent International and Avista Capital Partners, and its acquisition of midazolam nasal spray from Proximagen.
  • Allergan plc in its acquisition of Kythera Biopharmaceuticals.
  • Abbvie in its $5.8 billion acquisition of Stemcentrx.
  • AstraZeneca in its acquisition of Bristol-Myers Squibb's interests in the companies’ diabetes alliance for an initial consideration of $2.7 billion on completion and up to $1.4 billion in regulatory, launch and sales-related payments.
  • Salix Pharmaceuticals in its $2.6 billion acquisition of Santarus, Inc.
  • King Pharmaceuticals, Inc. in its $3.6 billion merger with Pfizer Inc.
  • National Hockey League in negotiating its twelve-year, C$5.2 billion agreement with Rogers Communications for national broadcast and multimedia rights to NHL games, including the Stanley Cup Playoffs and the Stanley Cup Final, in Canada.
  • SK Holdings in its acquisition of a significant minority interest in Eureka Midstream.
  • Leeds Equity Partners in its acquisition of BLR (Business and Legal Resources) and three portfolio companies owned by UCG, LLC (DecisionHealth LLC, Argosy Group LLC and Center for Communications Management Information LLC).
  • Charlesbank Capital Partners in its acquisition of Cedar Creek Lumber.
  • Aristocrat Leisure Limited in its $1.28 billion acquisition of Video Gaming Technologies.
  • P. Schoenfeld Asset Management LP (PSAM) in its successful proxy contest to require a renegotiation of the terms of the business combination between MetroPCS and T-Mobile.
  • SandRidge Energy Inc. in its response to a campaign by activist investor TPG-Axon to change control of the SandRidge board of directors.

 


Michael Brueck is a corporate partner in the New York office of Kirkland & Ellis LLP. His practice focuses on representing buyers, sellers and boards of directors in a wide range of mergers and acquisitions transactions. He also regularly advises public companies and their boards of directors in connection with corporate governance, securities and strategic matters, including takeover preparedness and shareholder activism defense. Some of Michael’s clients have included Advance Auto Parts, Avis Budget Group, Baxalta, Charter Communications, Danaher, Equity One, GLP, Ventas, Vitamin Shoppe and WellCare Health Plans.

Michael’s M&A practice has been recognized by The Legal 500 U.S. and he has been named one of the top 40 M&A lawyers under the age of 40 in the United States. He has been recognized as a “Notable Practitioner” by IFLR1000 for his M&A practice and designated as a “Rising Star” by Super Lawyers magazine.

Michael is a member of several Firmwide committees and a member of the International Bar Association. Michael received his J.D. from Columbia Law School and his B.S. from the University of Maryland.


Michael Traube has served as lead counsel on numerous public and private M&A transactions.  He has substantive experience representing companies in a broad range of corporate deals, including public and private mergers, joint ventures and strategic investments, proxy contests, carve-out transactions, commercial transactions and services arrangements (including tech-focused arrangements), Section 363 and other asset deals, private equity deals, corporate restructurings, reclassifications and corporate finance. Michael has led cutting-edge technology and media-focused deals around the world, including Europe, Asia and Latin America, for both local and international clients.

Michael graduated Columbia University, School of Law, J.D., Harlan Fiske Stone Scholar 2006-2007; Columbia University, School of Law, J.D.

Midrash Shmuel Talmudical College, B.T.L., 2003

Recognitions:

The Legal 500 2019 as a Next Generation Partner: M&A Middle Market.

Rising Star in the 2019 issue of New York Super Lawyers magazine