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Using Poison Pills to Address Shareholder Activism 2014


Speaker(s): Francis J. Aquila, Melissa Sawyer
Recorded on: Jul. 10, 2014
PLI Program #: 58394

Frank Aquila has a broad multidisciplinary practice that includes extensive experience in mergers and acquisitions and corporate governance. He has been engaged in many high profile matters that include activism, cross-border transactions, leveraged buyouts, proxy contests and unsolicited bids as an adviser to global leaders such as Amgen, AndeavorAnheuser-Busch InBev, Avon, Cheniere Energy, Diageo, Diebold Nixdorf, International Airline Group, Kraft, Navistar International and United Rentals. Mr. Aquila also regularly counsels boards of directors and board committees on corporate governance, crisis management and matters affecting corporate policy and strategy.

Mr. Aquila has been consistently recognized as one of the world’s leading mergers and acquisitions lawyers. The breadth of his practice has resulted in his being recognized as one of a handful of lawyers 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 regularly named by the National Association of Corporate Directors (NACD) to their “Directorship 100” – one of the 100 most influential people in corporate governance and inside the boardroom. Best Lawyers in America has 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 2015, The Financial Times 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, including pharmaceuticals, beverage alcohol, brewing, biotech, aviation, consumer packaged goods, equipment rental and automated payment systems.

Mr. Aquila is a member of the Firm’s Management Committee. Previously, Mr. Aquila was the co-managing partner of Sullivan & Cromwell’s General Practice Group.


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 has been repeatedly recognized as a leading M&A advisor. She is ranked by Chambers USA in Corporate/M&A, where clients describe her as “an absolute superstar,” and is recognized as a Law360 MVP in Food & Beverage, one of Crain’s “Leading Women Lawyers in New York City,” a “Top Woman Attorney in New York” by Super Lawyers, a Rising Star by IFLR1000 and was named “Dealmaker of the Week” by The American Lawyer. Additional accolades include receiving a Burton Award for Legal Achievement, being chosen as an Empire State Counsel Honoree by the New York State Bar Association and recognition by Super Lawyers for her work in Mergers & Acquisitions, Corporate Governance and Compliance and Business/Corporate.

In the past three years alone, Ms. Sawyer has advised: Apollo Education, AT&T, BBA Aviation, Bessemer, CONMED, CPPIB, CSM Bakery, Diageo, DS Smith, FXI, OTPP, Sotheby’s 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.

Ms. Sawyer is a Hiring Partner, an Associate Development Partner, a member of the Firm’s Managing Partners Committee and the Chair of the Knowledge Management Committee at Sullivan & Cromwell LLP.

Recent Publications

  • “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