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Acquiring or Selling the Privately Held Company 2015


Speaker(s): Ackneil M. Muldrow III, Alyssa A. Grikscheit, Brandon C. Gruner, David W. Pollak, Marie L. Gibson, Marshall Heinberg, Matthew P. Salerno, Melissa Sawyer, Michael A. Diz, Michael S. Sackheim, Peter A. Laveran, Vincent R. Martorana
Recorded on: Jun. 11, 2015
PLI Program #: 59378

Matthew P. Salerno is a partner based in the New York office.

Mr. Salerno’s practice focuses on corporate and financial transactions, particularly public and private mergers and acquisitions, private equity investments, and contests for corporate control.

Mr. Salerno’s recent representations include:

  • Medtronic in its $42.9 billion acquisition of Covidien;
  • Warburg Pincus in its acquisitions of Wencor Group, Electronic Funds Source, CROSSMARK Holdings and Endurance International Group;
  • TPG in its acquisition of Envision Pharmaceuticals Holdings and its complementary businesses including Envision Insurance Company, Envision Medical Solutions, Orchard Pharmaceutical Services and Design Rx;
  • Google in its $12.5 billion acquisition of Motorola Mobility; Alpha Natural Resources in its $8.5 billion acquisition of Massey Energy. Previously counsel to Alpha Natural Resources in its $2 billion merger with Foundation Coal Holdings, as well as other M&A and governance matters, including the receipt of a large break-up fee from Cleveland Cliffs Natural Resources in 2008;
  • Western Digital in its divestiture transaction in connection with obtaining regulatory clearance for its $4.8 billion acquisition of Viviti Technologies (formerly Hitachi Global Storage Technologies); Medtronic in its $800 million acquisition of Ardian. Previously counsel to Medtronic in connection with its $500 million acquisition of Invatec and two related companies, Fogazzi and KRAUTH Cardio- Vascular, and in its $3.9 billion acquisition of Kyphon;
  • Special Committee of the Board of Directors of Interactive Data Corp in the $3.4 billion sale of the company to a private equity consortium of Silver Lake and Warburg Pincus;
  • Dollar Thrifty Automotive Group in its $2.3 billion merger with Hertz;
  • Envision Pharmaceutical Holdings, a national, full-service pharmacy benefit management company, in its acquisition of Laker Software for cash and an equity stake in Envision;
  • Endurance International Group, a portfolio company of Warburg Pincus engaged in the web hosting and domain registration business, in its acquisitions of Hostgator.com and of the websites business of Intuit;
  • XL Capital (now XL Group) in its redomestication from the Cayman Islands to Ireland through a Scheme of Arrangement;
  • Citigroup in its $20.3 billion public exchange offers of common stock for preferred stock and trust preferred securities;
  • Evraz Group in its successful $2.3 billion public tender offer for Oregon Steel Mills and in its $4 billion acquisition of IPSCO and the simultaneous divestiture to OAO TMK of certain of IPSCO’s U.S. assets;
  • Citibank in its $1.4 billion acquisition of The Bisys Group, an NYSE listed provider of back office solutions, and the simultaneous sale to J.C. Flowers & Co., of Bisys’ insurance and retirement solutions business;
  • Capital One Financial in its $14.6 billion acquisition of North Fork Bancorporation;
  • American Express Company in connection with its spin-off of Ameriprise Financial;

Mr. Salerno was named "Dealmaker of the Week" in 2014 and 2012 by The AmLaw Daily, and recognized as a "rising star" in mergers and acquisitions by Law360 in 2012. He is also recognized as a leading lawyer by The Legal 500 U.S. and IFLR 1000: The Guide to the World’s Leading Law Firms.

Mr. Salerno joined the firm in 2001 and became a partner in 2010. He received a J.D. degree from Fordham University School of Law in 2001 and an undergraduate degree from Cornell University in 1998.

Mr. Salerno is a member of the Bar in New York.

Events and Webinars

June 11, 2015          
PLI's Acquiring or Selling the Privately Held Company 2015

February 6, 2013      
Governance Watch: Lessons for Acquirers and their Boards

December 5, 2012    
11th Annual Corporate Governance and Disclosure Seminar

Honors and Distinctions

The Legal 500 U.S. - M&A: Mega-Deals.

The AmLaw Daily - Dealmaker of the Week.

Law360 - "Rising Star" in Mergers and Acquisitions.

IFLR 1000: The Guide to the World’s Leading Law Firms - Mergers and Acquisitions.

Education

Fordham University School of Law (J.D., 2001)

Cornell University (B.A., 1998)

Bar Admissions

New York - October 2002

Areas of Law

Mergers, Acquisitions and Joint Ventures

Private Equity

Regions

United States


Areas of Experience

Corporate • Mergers and Acquisitions • Corporate Governance • Corporate Restructuring • Private Equity • Special Situations • Middle East • North America

Ackneil M. (Trey) Muldrow, III principally focuses his practice on merger and acquisition transactions and corporate governance counseling.

Practice & Background

Mr. Muldrow draws upon over 20 years of legal experience when providing legal advice to clients in complex domestic and international transactions. Mr. Muldrow’s transactional experience includes mergers, acquisitions, divestitures, joint ventures and control and minority investments across a variety of industry sectors. Mr. Muldrow’s clients have included a wide range of corporations, private equity and hedge funds as well as sovereign and fundless sponsors.

In addition to his transactional matters, Mr. Muldrow 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.

Mr. Muldrow serves on the Firm’s Corporate Department Steering Committee and leads the New York office Diversity Committee.

Representative Matters

Asset Manager Transactions

  • a global asset manager in its acquisition and recapitalization of VSS Communication Partners IV, LP a leading mid-market private equity fund
  • a global asset manager in its acquisition and recapitalization of the investment funds managed by EdgeStone Capital Partners a Canadian based mid-market private equity fund
  • global private equity asset managers in the acquisition and recapitalization of private equity funds managed by Diamond Castle Holdings, a leading mid-market private equity fund
  • an activist hedge fund in connection with an investment made by Dyal Capital Partners, a leading investor in world class investment managers
  • a hedge fund sponsor in the sale of control of its general partner and related investment funds to Texas Pacific Group, a global asset manager
  • a hedge fund sponsor in the sale of substantially all of its assets to Airdrie Partners I,  L.P, a hedge fund sponsored by Fort Washington Capital Partners, L.P.
  • a global private equity sponsor in a novel merger transaction and spin-out of legacy assets of Willis Stein L.P,  a leading mid-market private equity fund
  • a sovereign development company in its follow-on investment in The Carlyle Group, L.P., a global asset manager and the subsequent initial public offering of The Carlyle Group
  • a sovereign development company in its investment in The Related Companies, a leading U.S. real estate investment fund
  • a sovereign development company in its investment in The Raine Group LLC, a global merchant bank focused on digital, media & entertainment and sporting & lifestyle sectors.

Energy Transactions

  • an ethanol manufacturer and distributor in its merger with Pacific Ethanol, Inc., a leading ethanol manufacturer and distributor
  • a leading ethanol company (based in Iowa) in its sale of substantially all of its assets to Flint Hills Resources LLC, an affiliate of Koch Industries
  • a leading ethanol company (based in Georgia) in its sale of substantially all of its assets to Flint Hills Resources LLC, an affiliate of Koch Industries

Finance Transactions

  • a financial lending business development company in connection with the acquisition of Gemino HealthCare Finance LLC from management and a private equity consortium
  • a financial lending business development company in connection with its acquisition of Crystal Financial LLC from management and private equity sponsors affiliated with Soros Fund Management.

TMT/Consumer Transactions

  • a private equity sponsor in its platform to acquire Pizza Hut franchises in South Africa, Botswana, and Nigeria
  • a private equity sponsor in connection with the acquisition of IBwave Solutions, a wireless software company
  • a private equity sponsor in connection with its joint acquisition of Delphon Industries LLC, a provider of materials and services to the semiconductor, medical and telecommunications industries
  • the New York Yankees in connection with an investment in a joint venture with ManCity to bring a world class soccer organization to New York City
  • an investment fund in a series of debt and equity investments in Virgin America, a U.S. based air carrier and the subsequent initial public offering of Virgin America
  • the leading African American controlled radio station operator in a series of §363 asset sales to Entercom Communications and affiliates of The Yucaipa Companies and Fortress Investment Group
  • a sovereign development company in its investment in a consortium that acquired D.E. Master Blenders, a global coffee manufacturer
  • a leading cable television channel in its proposed acquisition of Fuse TV from The Madison Square Garden Company
  • a leading manufacturer of recreational vehicles in the acquisition of Heartland Recreational Vehicles from affiliates of Catterton Partners, a private equity sponsor
  • a leading manufacturer of recreational vehicles in its acquisition of Keystone RV Company from affiliates of Summit Partners, a private equity sponsor
  • a sovereign development company in a carve-out transaction and investment in the Viceroy Hotel Group, a leading boutique hotel group
  • a leading grocery store chain in its divestiture of significant grocery store assets in connection with a pending merger with Pathmark.

Community Involvement

Mr. Muldrow serves as the Vice Chairman of the Board of Directors of the Dance Theatre of Harlem and Chairman of the Leadership Council of the New York Chapter of the United Negro College Fund. Mr. Muldrow is a member of the Board of Directors of Bright Point Health and Friends of the High Line. Mr. Muldrow serves on the New York City Bar Committee on Corporate Law.

Speaking Engagements

  • Drafting and Negotiating Corporate Agreements, Practicing Law Institute’s Acquiring or Selling the Privately Held Company 2016, January 2016
  • Preserving Attorney-Client Privilege in M&A Transactions, New York City Bar Association, October 2015
  • Fiduciary Duties of Directors and Majority Shareholders, Practicing Law Institute’s Acquiring or Selling the Privately Held Company 2015, 2014, 2013
  • Doing Good Globally: Lawyers as Pro Bono Providers and Trustees to Global Nonprofits, Lincoln Center’s CLE with Culture, May 2015
  • Fiduciary Duties for Directors, National Association of Corporate Directors C-Suite to Board Seat Program, May 2014 and September 2014
  • Recent Trends in Delaware Case Law, African American General Counsel Retreat, March 2014
  • Private Equity Roundtable, Thomson-Reuters 2014 New York M&A and Private Equity Conference, March 2014
  • Fund M&A and Restructurings: Lifecycle Issues for Private Equity and Hedge Fund Sponsors, 2014 Illiquid Financial Asset Conference, March 2014
  • Case Study on M&A Process, National Association of Corporation Directors Conference, December 2013
  • Trends in Asset Manager Transactions, Akin Gump Annual Private Investment Funds Conference, December 2013

Awards & Accolades

  • Private Practitioner of the Year, Metropolitan Black Bar Association, 2015
  • Led a transaction selected by Financial Times as one of the most innovative transactions in the Financial Times 2013 U.S. Innovative Lawyers report
  • Named a Council of Urban Professionals Cup Catalyst: Change Agent in Law, 2013

Articles

 

February 6, 2015

"Top 5 Delaware Case Developments in 2014 for M&A Practitioners"

January 23, 2014

"Practice Tips for M&A Practitioners for 2014"

January 21, 2014

"Top 5 Delaware Case Developments in 2013 for M&A Practitioners"

December 19, 2013

"2013 Changes to Delaware Corporate and LLC Law"

June 17, 2013

"Recent Delaware Court of Chancery Decisions Address Revlon Duties in Single-Bidder Sale-of-Control Transactions"

January 3, 2013

"Preparing Your 2013 Proxy Statement and Periodic Reports: A Checklist of Recent Changes and Considerations"

July 28, 2011

"Due Diligence Considerations for Nominees"

Business Law Currents

Education

J.D., University of Virginia School of Law, 1995

A.B., Princeton University, 1992

Bar Admissions

New York


Brandon C. Gruner is a counsel in the firm's Corporate Department and its Intellectual Property Group and Cybersecurity & Data Privacy practice. His practice focuses on all aspects of corporate intellectual property, technology and privacy law, including: joint ventures and strategic alliances in which IP is the key asset; trademark, copyright, patent and software licensing; IP and IT aspects of mergers, acquisitions, divestitures, initial public offerings, bankruptcy-related reorganizations and financings; and branding, development, distribution, publishing and services agreements involving IP, social media and IT. He also regularly counsels clients on legal and market developments regarding IP, social media, IT, privacy, data protection and cybersecurity; IP and IT separation issues in spin-off and carve-out transactions; and IP special purpose entities. He has a broad array of experience in the media, telecommunications, entertainment, fashion, sports, hospitality, health care, energy, FinTech, insurance and private equity industries. He has advised clients as diverse as Warner Music Group, Verizon Communications, Tribune Company, Johnson & Johnson, Schneider Electric, Mitsui, LG Electronics, Northwestern Mutual, Clayton, Dubilier & Rice, Prudential and The Carlyle Group, among others. He has also presented on intellectual property issues in various types of corporate transactions at Practising Law Institute.

Mr. Gruner joined the firm in March 2008. He received a J.D., magna cum laude and Order of the Coif, from Seton Hall University School of Law in May 2005, and a B.A. in History, magna cum laude and Phi Beta Kappa, from New York University in May 1999. While at Seton Hall, Mr. Gruner was an Articles Editor for Seton Hall Law Review and was the author of “A New Hope for International Space Law: Incorporating Nineteenth Century First Possession Principles Into the 1967 Space Treaty for the Colonization of Outer Space in the Twenty-First Century,” 35 Seton Hall L. Rev. 299 (2004).

Prior to joining the firm, Mr. Gruner worked as an associate in the New York office of Proskauer Rose LLP from 2005 until 2008. Prior to attending law school, Mr. Gruner was a professional writer and editor for magazines such as FHM, ESPN the Magazine, Sport Magazine, Muscle Media and New York Post Sports Week and often appeared on television and radio shows as a guest contributor.

Mr. Gruner also serves on the Board of Directors (and was Chair from 2011 to 2014) of New York City Children's Theater (f/k/a Making Books Sing), a New York not-for-profit organization that creates original, entertaining and enriching theater for young audiences and adults to enjoy together, and which promotes children's literacy and social development through professional theater productions and arts-in-education programs.

Mr. Gruner is a member of the Bar of the State of New York.


David W. Pollak has more than 30 years of experience as a corporate lawyer. He represents clients in mergers and acquisitions (M&A) and public and private offerings of securities. He also advises clients on Securities Exchange Act of 1934 issues. David works closely with financial services, life sciences, technology, sporting goods, information services, investment banking, and printing industry clients, and represents private equity firms. David serves as the firm’s Managing Partner of Operations, responsible for the firm’s financial performance, and is a member of its Management Committee.

David is the managing partner of operations for the firm, and in such role is one of the leaders of the firm.

He represents clients in a variety of fields, including the financial services, life sciences, technology, sporting goods, information services, investment banking, and printing industries.

David is admitted to practice in New York and is a registered foreign lawyer with the Law Society of England and Wales.

Honors & Affiliations

Noted in The Legal 500 for Capital Markets: Equity Offerings (2014)

Co-Chair, Practising Law Institute, Program on “Acquiring or Selling the Privately- Held Company”

Member, Association of the Bar of the City of New York, Committee on Corporations and Securities

Comment Editor, The University of Chicago Law Review

Phi Beta Kappa, Princeton University

Education

University of Chicago Law School, 1978, J.D. Princeton University, 1975, A.B., Summa Cum Laude


Marie L. Gibson is a corporate partner in Skadden’s New York office, who concentrates primarily on mergers and acquisitions and general corporate matters. She has represented acquirers, targets and financial advisors in U.S. and international mergers and acquisitions, including public and private transactions as well as negotiated and contested acquisitions. Her experience includes proxy contests, corporate governance advice, work with distressed businesses and other general corporate matters. Although her practice is broad-based, she has extensive experience in the health care and energy industries. In 2011, Ms. Gibson was named “Woman Dealmaker of the Year” by The M&A Advisor.

Significant representations include:

  • Anheuser-Busch InBev in its $20.1 billion acquisition of the remaining stake of Grupo Modelo, S.A.B. de C.V. not previously owned by it;
  • DigitalGlobe, Inc., a provider of earth imagery and geospatial information solutions, in its $900 million merger with GeoEye, Inc., an information technology provider for the aerospace and defense industry;
  • Valeant Pharmaceuticals International, Inc. in multiple acquisitions and licensing agreements, including its pending $8.7 billion merger with Bausch & Lomb; its
  • $440 million acquisition of Obagi Medical Products; its $312 million acquisition of OraPharma from Water Street Healthcare Partners, LLC; its $425 million acquisition of Dermik, a developer of dermatological products, from sanofi-aventis; the
  • $345 million acquisition of Ortho Dermatologics from Janssen Pharmaceuticals, Inc., an affiliate of Johnson & Johnson; its acquisition of the North American rights to Elidel® and Xerese™ from Meda AB; and the $300 million acquisition of the U.S. and Canadian rights to Zovirax® from GlaxoSmithKline plc;
  • Mylan Laboratories Inc. in a variety of matters, including its pending $1.6 billion acquisition of the Agila injectables businesses from Indian pharmaceutical company, Strides Arcolab Limited; its acquisition of India-based Matrix Laboratories Ltd.; its attempted acquisition of King Pharmaceuticals; and its defense against an unsolicited offer by Carl Icahn to acquire Mylan and in a related proxy fight;
  • Castle Harlan, Inc., a private equity firm, in its acquisition of Securus Technologies, Inc. from H.I.G. Capital, LLC, as well as in its acquisition of IDQ Holdings, Inc. from Arsenal Capital Partners;
  • Carnegie Hall in a variety of corporate matters;
  • MDS Inc. in the $650 million sale of its analytical technologies business to Danaher Corporation;
  • Delphi Corporation in a variety of corporate matters relating to its Chapter 11 case, including the stalking horse bid that eventually led to its exit from bankruptcy;
  • Fairfield Greenwich Group in a variety of matters, including the transfer of its fund of funds business to Sciens Capital Management, LLC;
  • Anheuser-Busch Companies, Inc. in its $52 billion acquisition by InBev N.V. (Brazil-Belgium). This deal was named “U.S. M&A Deal of the Year” for 2008 at the Financial Times and merger market M&A Awards Americas (October 30, 2008);
  • Bentley Pharmaceuticals, Inc. in its $360 million sale to Teva Pharmaceutical Industries Limited and the related spin-off of CPEX Pharmaceuticals, Inc.; and
  • VISX, Incorporated in its successful proxy contests with Carl Icahn.

Ms. Gibson has represented numerous companies in the energy sector, including:

  • CMS Energy Corporation in the sale of its ownership interests in businesses in the Middle East, Africa and India to the Abu Dhabi National Energy Company; and the sale of its natural gas gathering and processing field services business to a Morgan Stanley Capital Partners portfolio company;
  • New England Electric Systems in its merger with National Grid Group plc and its acquisition of Eastern Utility Associates; and
  • National Grid in its acquisition of KeySpan Corporation.

Ms. Gibson actively is involved in Skadden’s training and summer associate programs. She earned a Certified Public Accountant license and practiced as an auditor at Price Waterhouse prior to attending law school.

Bar Admissions

New York

Education

J.D., Fordham University School of Law, 1996 (Order of the Coif)
M.B.A. and B.B.A., Pace University (combined degree program), 1991


Marshall Heinberg served until July 2012 as Head of Investment Banking at Oppenheimer & Co., Inc. and as a Senior Managing Director of the firm.  Mr. Heinberg began his investment banking career in the Corporate Finance Division of Oppenheimer, which was later acquired by the Canadian Imperial Bank of Commerce (CIBC) in 1997.  Over the course of his career, Mr. Heinberg has been responsible for various industry sectors including environmental, industrial growth, technology and telecommunications.  Mr. Heinberg has also been responsible for managing CIBC’s mergers and acquisitions, leveraged finance, financial sponsor and merchant banking activity in the United States.  His transaction experience includes a significant number of equity and debt financings as well as numerous merger and acquisition assignments. Mr. Heinberg has extensive experience working with both leading growth companies as well as financial sponsors.

 Mr. Heinberg was named Head of CIBC’s U.S. Investment Banking Department in 2001 and upon the acquisition of CIBC’s U.S. capital markets business by Oppenheimer in 2008, Mr. Heinberg was named head of the Investment Banking Department.  Mr. Heinberg has served as a member of CIBC’s and Oppenheimer’s US Management Committee, Deals Committee, Equity Transaction Committee, Financial Advisory Transaction Committee and Investment Committee.  Mr. Heinberg has been responsible for setting the strategic direction of the investment banking departments that he managed including all aspects of recruiting, retaining and determining compensation for personnel.

 Mr. Heinberg served as a member of the Board of Directors and the Audit Committee of National Financial Partners (NYSE: NFP), a leading provider of benefits, insurance and wealth management services.  He was selected to Chair NFP’s Special Committee of the Board to determine how to respond to acquisition interest expressed by certain private equity firms. The Special Committee engaged in a process resulting in NFP entering into a definitive agreement to be acquired by Madison Dearborn Partners for approximately $1.3 billion in July 2013.

Mr. Heinberg also serves on the Board of Directors of Universal Biosensors Ltd., an Australian public company specializing in the medical diagnostic field. He is a member of their Compensation Committee. In addition, Mr. Heinberg served on the Board of and the Audit Committee for, Image Entertainment, Inc., a public independent licensee and distributor of entertainment programming in North America until it’s acquisition by RLJ Entertainment in October 2012.

Mr. Heinberg has been a member of the NACD (National Association of Corporate Directors) and a frequent lecturer on a wide range of issues relating to mergers and acquisitions and trends in investment banking. .  He is a graduate of the Wharton School of the University of Pennsylvania where he earned a Bachelor of Science degree with Honors and holds a J.D. from Fordham Law School.  Prior to joining Oppenheimer, Mr. Heinberg practiced corporate law for approximately four years.


Melissa Sawyer is a partner in Sullivan & Cromwell LLP’s Mergers & Acquisitions Group. 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, insurance and cybersecurity.

Ms. Sawyer has been recognized repeatedly as a leading M&A advisor. In 2016, Ms. Sawyer was selected by Super Lawyers as a “Top Woman Attorney in New York.” In 2014 and 2015, Ms. Sawyer was recognized by Chambers USA as a Corporate M&A “Up and Coming” lawyer. She was named a 2017 Rising Star by IFLR1000 and a 2015 “Dealmaker of the Week” by The American Lawyer, and was recognized for Mergers & Acquisitions, Corporate Governance and Compliance, and Business/Corporate by New York Super Lawyers in addition to being chosen as an Empire State Counsel Honoree by the New York State Bar Association.

In the past two years alone, Ms. Sawyer has advised AT&T in its $108.7 billion pending acquisition of Time Warner Inc.; Nike in its strategic partnership to establish a new apparel supply chain company with Apollo Global Management; Apollo Education Group in its $1.1 billion going private transaction and on corporate governance matters related to its ongoing business transformation; Sotheby’s in its repurchase of 2.05 million shares of its common stock from funds managed by Marcato Capital Management, its acquisition of Art Agency, Partners, its support agreement with Taikang Insurance Group and on other ongoing governance matters; Cablevision in its sale to Altice; Cytec in its sale to Solvay; UnitedHealth Group in its acquisition of Catamaran; Tokio Marine in its acquisition of HCC; BBA Aviation in its acquisition of Landmark Aviation and sale of FBOs to KSL; CONMED in its acquisition of SurgiQuest; Diageo in its sale of Bushmills to, and acquisition of Tequila Don Julio from, Casa Cuervo; and Bessemer in the Hubbell reclassification transaction, among other matters.

Ms. Sawyer is currently a Lecturer in Law at Columbia Law School, a Fellow of the American Bar Foundation, and Secretary of the Mergers, Acquisitions & Corporate Control Contests Committee of the New York City Bar Association.

Ms. Sawyer also speaks and writes on corporate governance and M&A matters. She 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:

  • “Rogue One: M&A in 2016, and What to Expect in 2017,” The M&A Lawyer (co-author) (January 2017)
  • “Top Ten Regulatory Considerations for Executing Consumer and Retail Deals,” Bloomberg BNA (co-author) (October 2016)
  • “M&A Implications of Corporate Governance and Succession Planning for Family-Controlled Businesses,” The M&A Lawyer (co-author) (May 2016)
  • “Five Issues Directors of Consumer and Retail Companies Should Consider Immediately Following a Cybersecurity Breach,” Bloomberg BNA (co-author) (July 2015)
  • “Changing Management in the Face of Shareholder Activism: Issues to Consider,” Harvard Business Law Review (March 2015)
  • “Are consumer and retail companies more vulnerable to activism?” The Deal Pipeline (July 2014)
  • “Deal Protections in Tender Offers,” The Review of Securities & Commodities Regulation (co-author) (October 2013)
  • “Corporate Governance Feature: 10b5-1 Plans and M&A Transactions,” The M&A Lawyer (July/August 2013)

Education

2000, University of Virginia Law School, J.D.

1997, Washington and Lee University, B.A.

 

Ms. Sawyer is a Hiring Partner, an Associate Development Partner and the Chair of the Knowledge Management Committee at Sullivan & Cromwell LLP.


Peter Laveran is a U.S. corporate partner who recently spent more than a decade in Covington's London office. His broad-based transactional practice is largely international and he has particular transactional experience in the life sciences and media and communications industries. Mr. Laveran focuses on domestic and complex cross-border acquisitions and divestitures for private equity investors and emerging and mature companies headquartered in the U.S., Europe, and Asia, including Altice, GlaxoSmithKline, Indivior, Itochu, Magticom, Meda AB, and Merck & Co. Inc.

Mr. Laveran led the Covington team advising Altice in its $9.1 billion acquisition of Suddenlink and the $1 billion co-investment by funds advised by BC Partners and Canada Pension Plan Investment Board in Cablevision Systems Corporation; Meda AB in in all of its significant U.S. acquisition and divestiture activity in recent years, including the acquisitions of Acton Pharmaceuticals, MidNite, and a collection of women’s health products from Jazz Pharmaceuticals; Indivior in its demerger from Reckitt Benckiser; Itochu in the sale of PrimeSource Building Products, Inc. to Platinum Equity; funds managed by HealthpointCapital, LLC in the merger of Scient'x Groupe SAS with Alphatec Holdings, Inc.; and Magticom in its acquisition of retail and corporate ISP cable assets from Caucasus Online LLC.

Mr. Laveran also has experience with joint ventures, strategic alliances, non-controlling venture capital and private equity investments, and other corporate finance matters including international capital raising activities in London. His experience includes advising multi-national companies on the planning and development of European distribution structures and other commercial arrangements, and he has directed global post-closing merger integration efforts for clients in over 75 jurisdictions. Mr. Laveran has held leadership roles in Covington’s Middle East, Indian, and African practices.


Vincent R. Martorana is Assistant General Counsel with KPMG LLP, the US member firm of the KPMG International network of independent firms. He has extensive experience providing advice with respect to commercial contracts, domestic and cross-border mergers, stock and asset acquisitions and divestitures, joint ventures, strategic alliances, licensing arrangements, corporate restructurings, private equity investments, and securities offerings.

Vincent also regularly provides advice on contract drafting, analysis, and interpretation relating to disputes, settlements, and negotiated transactions. He has presented his continuing legal education contract-drafting courses for in-house legal departments and at various other venues, including Practising Law Institute, Commercial Law WebAdvisor, Strafford Webinars, The Business Development Academy, the National Academy of Continuing Legal Education, the American Bar Association, the New York State Bar Association, the New York City Bar Association, the New York County Lawyers Association, the Brooklyn Bar Association, the Suffolk County Bar Association, and the Westchester County Bar Association.

He is also the author of several articles on contract drafting and interpretation and is the author of the Reed Smith LLP white paper, A Guide to Contract Interpretation (July 2014).

Vincent received a J.D. from the University of Chicago Law School and a B.S. in Economics (with concentrations in Finance and Operations & Information Management), magna cum laude, from the Wharton School at the University of Pennsylvania.


Mr. Sackheim concentrates on derivatives regulatory, transactional and enforcement matters. 

Memberships and Affiliations

Past Chair, New York City Bar Derivatives Regulation Committee. 

Managing Editor, Futures & Derivatives Law Report (Thomson Reuters, publ.). 

Member, Thomson Reuters:  Governance, Risk and Compliance, Business Law Partner Advisory Board.

Member, Futures Industry Association, Law & Compliance Division.

Recent Publications

  • CFTC Issues Cybersecurity Rules on System Safeguards Testing Requirements (Futures and Derivatives Law Report, October 2016)
  • Regulators Adopt Margin Rules for Non-Cleared Swaps (Futures and Derivatives Law Report, May 2016)
  • What Corporate Treasurers Need to Know About Swap Dealer Registration (Treasury & Risk, January 2016)
  • Enforcement Risk:  The Long Length of the CFTC’s Reach (NY Business Law Journal, Winter 2015)
  • CFTC Asserts Jurisdiction Over Bitcoin Derivatives (FinTech Law Report, November/ December 2015)
  • Derivatives Lawyers:  Red Flags – See Something, Do Something (BNA Securities Regulation Law Report, November 16, 2015)
  • Master Securities Forward Transaction Agreement:  Key Buy-Side Issues (Futures & Derivatives Law Report, August 2015)
  • The Duck That Broke the Camel’s Back:  What SIFMA v. CFTC Means for U.S. Swaps Regulation (Futures Industry Magazine, November 2014)
  • US Swaps Compliance for Multinationals (IFLR.com, August 26, 2014)
  • End User Exception from Dodd-Frank Clearing Mandate and Trade Execution Requirement (Harvard Law School Forum on Corporate Governance and Financial Regulation Online, August 2014)
  • Structuring In Good Faith – Transactions that Will and Won’t Run Afoul of U.S. Swap Anti-Evasion Rules (International Financial Law Review, February 2014)
  • Professional Responsibility Issues for Swaps Lawyers Under Dodd-Frank (Review of Securities & Commodities Regulation, November 2012)
  • Four Critical Issues Affecting Commodity Pools and Derivative Transactions Under Proposed Regulations Implementing the Volcker Rule (Futures & Derivatives Law Report, June 2012)
  • In the Aftermath of MF Global (Law360, December 21, 2011)
  • Ethical Issues for Lawyers Under the Dodd Frank Wall Street Reform and Consumer Protection Act:  Lawyer Representations Under the End-User Swap Exemption (BNA Securities Regulation & Law Report 43.23 (2011):  1176)
  • Dodd-Frank Act Has Its First Birthday, But Derivatives End Users Have Little Cause to Celebrate (Harvard Business Law Review Online, July 2011)
  • Position Limits for Commodity Derivatives Under Dodd-Frank (Thomson Reuters Accelus™  - Business Law Currents, June 21, 2011)
  • Ethical Issues for Lawyers Under the Dodd-Frank Wall Street Reform and Consumer Protection Act:  Lawyer Representations Under the End-User Swap Exemption (Securities Regulation & Law Report, June 6, 2011)
  • Commodities Regulation and Derivatives (Chapters 3 and 16, Derivatives:  Legal Practice and Strategies, Aspen Publishers, 2010)
  • Deconstructing Dodd-Frank:  Regulation of Over-the-Counter Derivatives (Practical Law, November 2010)
  • Knocking on the Clearinghouse Door (Futures & Derivatives Law Report, August 2010)
  • Energy Prosecutions:  Is the CFTC Out of Gas? (Futures & Derivatives Law Report, December 2009)
  • DB Commodity Index Tracking Fund:  An Innovative Exchange-Traded Fund (Futures Industry Magazine, May/June 2006)
  • Derivatives, Issuers & Counsel:  Reporting of Material Violations (Derivatives Week, December 22, 2004)
  • False Reporting of OTC Energy Transactions (Review of Securities & Commodities Regulation, August 2004)
  • Ethical Standards for New York Brokerage House Attorneys (Review of Securities & Commodities Regulation, October 2000)


Michael A. Diz

Michael Diz is a corporate partner at Debevoise & Plimpton in New York. He is a member of the firm’s Mergers & Acquisitions, Technology, Media & Telecommunications, Private Equity and Corporate Governance Groups. Mr. Diz has a broad-based transactional practice advising multi-national companies, special committees and private equity firms in structuring and negotiating mergers and acquisitions and other corporate matters, including cross-border transactions. He also counsels corporations and their directors on corporate governance and fiduciary duty matters. Mr. Diz was selected as a 2014 "Rising Star" by the New York Law Journal and was named a “Rising Star” in Mergers & Acquisitions by Law360 (2014), awarded to ten M&A lawyers under the age of 40. He is also recommended by The Legal 500 US (2013).

Mr. Diz is co-author of “Navigating New Waters: The Evolution of PE Investment in China,” Practical International Corporate Finance Strategies (January 2013), “Exclusivity From the Seller's Perspective,” The M&A Lawyer (July/August 2011), “Allocating Financing Risk: Recent Trends in Sponsor-Led Public Company LBOs” The M&A Lawyer (February 2011) and “Valuation Challenges: ‘Purchase Price Puzzle,’” Private Equity Manager Monthly (December 2009), and is a contributing author of the Debevoise & Plimpton Private Equity Report. He is a frequent speaker on legal developments affecting mergers and acquisitions and recently spoke on “Rising in a Downturn: Transactions to Protect and Enhance Value” at the Chinese Financial Executive Institute (Beijing, December 2012). 

Mr. Diz joined Debevoise in 2004. He received his J.D. from The University of Virginia School of Law in 2004. He received his B.A., with highest distinction, from The University of Virginia in 1999.


PRACTICES

  • Investment Funds, Advisers and Derivatives
  • M&A
  • Private Equity

AREAS OF FOCUS

  • Private Equity Fund Formation
  • Private Equity and Joint Ventures

GLOBAL REACH

Jurisdictions in which this lawyer is licensed to practice are listed under Admissions & Certifications.

  • Latin America

INDUSTRIES

  • Agribusiness
  • Investment Funds Industry

ADMISSIONS & CERTIFICATIONS

  • New York, 1995

EDUCATION

  • The University of Michigan Law School (J.D., 1994, cum laude)
  • College of Europe, Bruges (M.A., 1991)
  • Harvard University (A.B., 1990, magna cum laude)

 

ALYSSA A. GRIKSCHEIT, a partner in the New York office, 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. Ms. Grikscheit 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.

Ms. Grikscheit 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 health care, pharmaceutical, energy, telecommunications and defense industries. In addition, Ms. Grikscheit represents sponsors of alternative investment funds in fund formation and other aspects of their operations. Such funds have included distressed debt, energy, real estate opportunity, agribusiness, microfinance and emerging market funds.

Ms. Grikscheit is ranked in Chambers Global, Chambers USA and Chambers Latin America. Additionally, Ms. Grikscheit has been recognized in the 2014 edition of IFLR1000 as a “Rising Star” for Investment Funds in the United States. Ms. Grikscheit was also recommended in Private Equity Funds in the Legal 500 US 2014 and in Capital Markets and Corporate M&A in the Legal 500 Latin America 2013-2014.

Ms. Grikscheit actively represents a nonprofit organization in establishing and capitalizing microfinance institutions in underserved emerging markets on a pro bono basis.

Recent Speaking Engagements

  • Co-Chair and Speaker, Drafting and Negotiating Corporate Agreements, Practising Law Institute, New York, New York, January 10, 2014.
  • Panelist, Private Funds 2013: Developments and Opportunities - Sidley Austin LLP Program, Private Equity Funds/Compliance, New York, New York, September 17, 2013.
  • Co-Chair, Private Equity: Legal and Financial Instruments for Structuring Private Equity and Venture Capital Investments, International Bar Association Session, São Paulo, Brazil, June 6, 2013.
  • Chair, Private Equity Latin America Forum and Speaker, Funds & Deals – Structuring Private Equity Investment in Latin America, Latin Markets, New York, New York, May 9-10, 2013.
  • Speaker, “International Aspects,” Acquiring or Selling the Privately Held Company, Practising Law Institute, New York, New York June 8, 2012.
  • Co-Chair, 2011 Seasonal Meeting of the New York State Bar Association and Speaker, Private Equity in Latin America, Panama City, Panama, September 20-24, 2011.
  • Speaker, La práctica transfronteriza y la colaboración con abogados locales, Barra Mexicana XII Congreso Nacional de Abogados, Veracruz, Mexico, March 20, 2010.
  • Co-Chair and Speaker, Private Equity in Latin America, New York State Bar Association Panel, New York, New York, September 17, 2009.

Publications

  • “Brazilian Asset Managers Have Their Day in the Sun,” Latin American Law & Business Report, June 2012.
  • “Top Ten Trends for Latin Investment Funds,” Latin American Law & Business Report, May 2011.
  • “Private Equity in Latin America: Five Key Strategies for Success,” Venture Equity Latin America, June 30, 2009, also reprinted in Latin American Law & Business Report, August 2009.
  • “Dealing (and Dealmaking) with Mexican Grupos: A Primer for the Private Equity Investor,” Latin American Law & Business Report, September 30, 2006, also reprinted in North American Free Trade and Investment Report and International Corporate Counsel, December 2007.
  • “Private Equity Investors Rediscovering Latin America,” Dow Jones, September 2006.

Memberships & Activities

  • Co-Chair of the Inter-American Committee of the New York State Bar Association’s International Section
  • Life Fellow of the American Bar Foundation
  • American Bar Association’s Section of Business Law, Negotiated Acquisitions Committee and Section of International Law
  • International Bar Association