Melissa Sawyer

Frank Aquila, Ashlyann Harrison and I co-authored an article on the need for boards of directors to reexamine their fiduciary duties during the current pandemic and offer guidance to directors of corporations in the “zone of insolvency,” which are those at risk of becoming insolvent.

Frank Aquila, S&C’s global head of M&A, and I examine the ways and means by which shareholder activism may see a rise as the market emerges from the pandemic, and how companies can be ready.

Marc Treviño and I explain how boards can deal with activist directors pursuing an M&A agenda.

S&C’s global head of M&A, Frank Aquila and I have co-authored a piece on what to expect in the deals market in 2020.

Rodgin Cohen, Joseph Frumkin and I co-authored an op-ed on the purpose of a corporation. In the op-ed, we reject the argument that considerations of public interest are necessarily at odds with shareholder primacy.

The article highlights key issues that often arise from a seller's perspective, and provides guidance for sellers when planning and implementing strategies to handle these issues.

A comprehensive study of contemporary issues in corporate governance based in S&C’s recent publication, “Review and Analysis of 2018 U.S. Shareholder Activism."

This article makes the case that human capital management should be on the minds of corporate boards, and discusses recent developments in this area and examines how governance teams and directors can be prepared to tackle the challenges and opportunities that arise from human capital management initiatives.

Advising boards on best tactics as shareholder targets change.

The article discusses what companies and boards should consider and do in order to prepare for the 2019 proxy season.

Jill Gadwood and I explore 10 ways that knowledge management is impacting M&A, including collaboration sites and extranets, due diligence automation, forms and contract assembly software and external research platforms, among others.

Marc Treviño and I outline how to deal with an activist designee joining your board including the issues a board should be prepared to address at the first board meeting attended by an activist designee following a settlement agreement with an activist.

Marc Treviño and I discuss how investor relations professionals should prepare to address the possibility of activist investors leveraging ESG issues.

Marc Treviño and I examine the trend of activist investors emphasizing ESG issues and offers strategic planning advice to boards preparing for the possibility of an activist investor raising ESG issues.

Frank Aquila and I discuss regulation, shareholder activism, M&A litigation, and whistleblowers and sexual harassment, among other topics.

Succession planning has become one of the most important issues facing Latin American high-net-worth individuals leading family-controlled businesses. Sergio Galvis and I discuss common corporate governance and planning techniques for Latin American family business owners to consider with respect to assets and investments in the US.

Attaining gender diversity on boards continues to be a challenge at most U.S. public companies. Female directors at Fortune 500 companies have increased in the past decade to around 20%, but change is slow. In my recent article published by Directors & Boards, I provide a checklist for companies to accelerate enhancing diversity on boards and in C-suites.

2016 was filled with surprises—the U.S. presidential election, Brexit, the coup in Turkey and the impeachment of Brazil’s president, to name a few. These events have already had profound effects on global markets. Yet, the Force remained strong in the M&A market.

Even though the consumer and retail industry is not typically considered a “regulated industry” compared to banking, insurance or energy and power, the regulatory landscape for consumer and retail companies has become increasingly complex in recent years. This complexity, in turn, can pose challenges for consumer and retail companies executing M&A deals. Now more than ever, acquirors of consumer and retail companies need to have a heightened focus on the key regulatory regimes that are relevant… Show more

Even though the consumer and retail industry is not typically considered a “regulated industry” compared to banking, insurance or energy and power, the regulatory landscape for consumer and retail companies has become increasingly complex in recent years. This complexity, in turn, can pose challenges for consumer and retail companies executing M&A deals. Now more than ever, acquirors of consumer and retail companies need to have a heightened focus on the key regulatory regimes that are relevant in the M&A context. Show less

“The environment for deal making is still strong,” Melissa Sawyer, a partner at Sullivan & Cromwell’s consumer and retail practice said, “but we can expect some fall-out from rising interest rates and instability in the Chinese markets and the series of record-high deals valued north of USD 30bn seen in 2015 will taper off.”