The following is an excerpt from Practice Perspectives: Vault’s Guide to Legal Practice Areas.
Melissa Sawyer—Partner, Mergers & Acquisitions
Melissa Sawyer is a partner in Sullivan & Cromwell’s Mergers & Acquisitions Group and is co-head of the Firm’s Consumer & Retail 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. Melissa’s experience spans multiple industries, including consumer and retail, industrials, medtech, insurance and cybersecurity.
Melissa 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 “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. Melissa 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. She also speaks and writes on corporate governance and M&A matters. Melissa is a hiring partner, an associate development partner and the chair of the Knowledge Management Committee at S&C.
Please provide an overview of what, substantively, your practice area entails.
M&A at S&C is really broad. It incorporates all aspects of buying and selling companies, but also handling big-ticket contracts that move assets between companies, like supply agreements, distribution agreements and licenses, and all of the disclosures, public announcements, regulatory issues, negotiating dynamics and related activities that go along with these types of contracts.
My practice includes a significant amount of corporate governance work, which is a natural by-product of being an M&A lawyer. As an M&A lawyer, you’re often in front of boards of directors and you have to understand what legal guideposts directors have. You need to be aware of how directors think about issues, structure their internal discussions and deal with issues as they come up.
What types of clients do you represent?
At S&C, we represent a range of clients, including strategics and private equity clients. We represent very large companies, like AT&T, valued at hundreds of billions of dollars, but we also represent small companies and startups. We represent public companies and private companies, U.S. companies and non-U.S. companies. We see some of everything, which is what keeps the practice so interesting. The issues are never the same on any two deals.
What types of cases/deals do you work on?
Consistent with having a broad client base, I do a lot of different types of deals. I do really big public company M&A transactions but I also do middle market private equity deals and then everything in between.
As far as industries go, I personally do a lot of consumer and retail deals. That just happens to be something that I enjoy because I like working with tangible products and the strategies around how they’re manufactured and marketed. I also do quite a lot in the industrial space, as well as health care, insurance, telecomm and FinTech. Unlike other fields, like investment banking, lawyers don’t usually segment themselves by industry focus as much, which lends itself to deploying things that we learn in one area into other areas.
How did you decide to practice in your area?
I worked on an M&A deal as a summer associate with (S&C partner) Steve Kotran. We worked on Dow Chemical’s acquisition of Union Carbide and I have this vivid memory of being in a conference room at Credit Suisse negotiating the transaction. We were talking about Union Carbide’s environmental and humanitarian disaster in Bhopal, India, which had happened 17 years prior to this deal. The negotiations didn’t just involve the price and the basic terms of the deal, but the deal also had to reconcile these macroeconomic and global humanitarian issues at the same time, and I thought, wow, this is really interesting.
What is a typical day or week like in your practice area?
There’s no typical day. M&A is about half interaction with clients and counterparties, where communication skills are really important. The other half is analytics, strategy and drafting, where you get to pour creative and intellectual energy into your work.
The type of work really depends on the deal you’re doing. You’re often in boardrooms advising directors. You’re often working with CEOs and CFOs of companies advising them on how to structure transactions or strategizing with them about how to get a deal done. We also draft contracts. We keep up with case law and legal developments and understand how to apply those in our future transactions. All of this involves a lot of negotiation and a lot of teamwork.
What is the best thing about your practice area?
It’s dynamic. It’s always changing. There are lots of rewards for being creative in this area, so you’re not expected to just do the same thing over and over again. In fact, it’s just the opposite. You’re expected to think of new and better ways to do things all the time, and I like that.
For example, when you’re structuring an M&A transaction, you’re likely trying to figure out ways to structure it in a manner that is going to accomplish your client’s objectives. If, for example, you can find a way to structure a transaction that saves tax dollars for your client, you’ll be a hero, and figuring that out requires pure creativity. There’s usually no template to work from. It’s achieved by, in this example, working with your tax colleagues and thinking about how you can move a company and its assets around inside an ecosystem and still living within the four corners of the tax laws. People involved in M&A transactions often say they’re looking for ways to “make the pie bigger for everyone.” M&A lawyers are really good at figuring that out.
What is the most challenging aspect of your practice area?
Without a doubt, the most challenging aspect of M&A is that it’s unpredictable and highly variable in terms of intensity. You have to remain calm under really intense pressure but when you’re not under pressure you have to be self-motivated and push yourself and think creatively. When you’re not in the middle of a transaction, you have to think about abstract concepts, which may be not relevant at that particular moment but you may be able to deploy in future transactions. It’s challenging, but successful M&A lawyers are able to adapt during these varying levels of intensity.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
The best thing you can do to prepare for a career in M&A is to start reading The Wall Street Journal and other business news every day, because understanding the ebb and flow of real-life transactions is critical to developing an instinct for how deals actually work.
What misconceptions exist about your practice area? What do you wish you had known before joining your practice area?
A lot of people think it’s a very “macho” practice area and I don’t think that’s right at all. And, when it gets characterized that way, they’re not only talking about gender, but that it’s aggressive and, for example, lawyers are yelling and banging on the table. M&A lawyers are people who are able to collaborate, stay calm in the storm and reason through problems. The image of people yelling across the table at each other misidentifies what it’s like.
What is unique about your practice area at your firm, and how has it evolved since you have been at the firm?
M&A at S&C is unique because it’s totally integrated with other practice areas. M&A isn’t a stand-alone practice area by any means. We heavily rely on teamwork with our colleagues in tax, executive compensation and benefits, intellectual property and environmental, as well as a number of other areas. Since I’ve been with S&C, our interaction with colleagues across practice areas and offices has become even more integrated. This is especially true of our non-U.S. offices, where we regularly collaborate on matters with complex jurisdictional issues.
What activities do you enjoy when you are not in the office, and how do you make time for them?
I have two kids, a 7-year-old and a 3-year-old, and I spend most of my free time with them. There’s no one solution for making time for your personal life, but it’s important to have a balance and it’s great that our firm makes it a priority.