Karessa L. Cain
Karessa Cain is a partner in Wachtell, Lipton, Rosen & Katz’s Corporate Department, where she focuses on mergers and acquisitions, corporate governance, and corporate and securities matters. She has worked on a wide range of transactions, including domestic and cross-border acquisitions, private equity transactions, spin-offs, takeover defense, shareholder activism and proxy contests, joint ventures and capital market transactions.
Karessa was selected Dealmaker of the Year by The American Lawyer (2020) for her representation of Arconic Inc. in its exploration of strategic alternatives.
Representations by Karessa include:
- Independent Transaction Committee of the Board of Directors of Discovery, Inc. in its pending acquisition of WarnerMedia from AT&T Inc., in a Reverse Morris Trust transaction that values the combined entity at approximately $130 billion
- eBay in its sale of StubHub to viagogo for $4.05 billion and its pending divestiture of its Classifieds business to Adevinta ASA for $9 billion
- VEREIT, Inc. in its pending business combination with Realty Income Corporation to create a combined company with an enterprise value of $50 billion
- II-VI Incorporated in its pending $7 billion acquisition of Coherent, Inc.
- Alcoa Inc. in its separation into two public companies, Arconic Inc. and Alcoa Corporation, and Arconic Inc. in its separation into two public companies, Arconic Corporation and Howmet Aerospace
- Visa Inc. in its €21 billion acquisition of Visa Europe Ltd.
- Colgate-Palmolive Company in its acquisition of Laboratoires Filorga Cosmétiques for $1.7 billion
- ServiceMaster Global Holdings, Inc. in its spin-off of Frontdoor, Inc. and its divestiture of its ServiceMaster Brands business to Roark Capital for $1.5 billion
- Apollo Global Management’s affiliated funds in their $5.1 billion acquisition of Intrado Corporation (formerly known as West Corporation)
- Intrado Corporation in its pending divestiture of its Health Advocate business to Teleperformance
- Special Committee of the Board of Directors of Discovery Communications in its agreement to exchange $5 billion of preferred stock held by Advance/Newhouse Programming Partnership
- Arconic Inc. in its proxy contest and settlement agreements with Elliott Management
- Gramercy Property Trust in its merger with Chambers Street Properties, and subsequently in its $7.6 billion acquisition by affiliates of Blackstone Real Estate Partners VII
- Special Committee of the Board of Directors of Colony Credit Real Estate, Inc. in its internalization agreement with Colony Capital, Inc.
- Ann Inc. in its $2.2 billion sale to ascena retail group
- Abbott Laboratories in its $55 billion spin-off of AbbVie, and AbbVie in its $14.7 billion bond offering
- Alcoa Inc. in its $3 billion acquisition of Firth Rixson Ltd.
- NYSE Euronext in its attempted $23.4 billion cross-border merger of equals with Deutsche Börse and its successful defense against a hostile takeover attempt by Nasdaq OMX
- Morgan Stanley in forming the Morgan Stanley Smith Barney joint venture with Citigroup, Inc. and subsequent acquisition by Morgan Stanley of Citigroup’s interest in the joint venture at an implied 100% valuation of $13.5 billion
- United Technologies Corporation’s sale of its Pratt & Whitney Rocketdyne business to GenCorp and its Pratt & Whitney Power Systems business to Mitsubishi Heavy Industries
- Simon Property Group in its spin-off of Washington Prime Group, and Washington Prime Group in its subsequent acquisition of Glimcher Realty Trust
- Apollo Global Management’s affiliated funds in their acquisition of Rio Tinto plc’s Alcan Engineered Products business (later renamed Constellium N.V.) and the subsequent IPO of Constellium N.V.
- Constellium N.V. in its $1.4 billion acquisition of Wise Metals Intermediate Holdings LLC
Karessa frequently writes and speaks about M&A, corporate governance and other legal issues. Her writings have been published in the Harvard Law School Forum on Corporate Governance and Financial Regulation, Columbia Law School’s Blog on Corporations and the Capital Markets, Bank and Corporate Governance Law Reporter, the Securities Reform Act Litigation Reporter and other publications. She also served as a consulting editor for the NYSE: Corporate Governance Guide.
Karessa received her B.A. cum laude from Yale College in 2000. She received her J.D. from Columbia Law School in 2004, where she was a James Kent Scholar and a Harlan Fiske Stone Scholar. Following graduation from law school, she served as a law clerk to the Honorable J. Clifford Wallace of the U.S. Court of Appeals for the Ninth Circuit.
She is a Fellow of the American College of Governance Counsel and the American Bar Foundation, and a member of the New York and American Bar Associations. She serves on the Corporation Law Committee of the New York City Bar Association.
Karessa is a member of the Board of Trustees of Prep for Prep, a non-profit organization that prepares promising students of color in New York City for success at independent schools, and she was a Fellow in the Partnership for New York City’s David Rockefeller Fellows program.
- Spotlight on Boards and Board Oversight of Business Strategy and Risk Management in a Post-Pandemic World,
in Harvard Law School Forum on Corporate Governance, July 27, 2021.
- Some Thoughts for Boards of Directors: Key Corporate Governance Issues at Mid-Year 2021,
in Harvard Law School Forum on Corporate Governance, June 28, 2021 and Columbia Law School’s Blog on Corporations and the Capital Markets, June 28, 2021.
- The SEC Should Address the Risk of Activist “Lightning Strikes”,
in Harvard Law School Forum on Corporate Governance, March 15, 2021.
- Private Equity – Year in Review and 2021 Outlook,
in Harvard Law School Forum on Corporate Governance, February 6, 2021.
- REITs in 2021,
January 11, 2021; also available at Harvard Law School Forum on Corporate Governance.
- The New Paradigm in the C-Suite and the Boardroom,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, January 8, 2021.
- Some Thoughts for Boards of Directors in 2021,
in Harvard Law School Forum on Corporate Governance, December 8, 2020.
- Spotlight on Boards,
in Harvard Law School Forum on Corporate Governance, December 3, 2020.
- On the Purpose and Objective of the Corporation,
in Harvard Law School Forum on Corporate Governance, August 5, 2020.
- Some Thoughts for Boards of Directors in 2020: A Mid-Year Update,
in Harvard Law School Forum on Corporate Governance, July 2, 2020.
- A Framework for Management and Board of Directors Consideration of ESG and Stakeholder Governance,
in Compliance & Enforcement, a blog of NYU Law’s Program on Corporate Compliance and Enforcement, June 4, 2020.
- On the Purpose of the Corporation,
in Harvard Law School Forum on Corporate Governance, May 27, 2020.
- REIT M&A and Activism: Preparing for Threats in the Covid-19 Environment,
April 6, 2020.
- Private Equity - Year in Review and 2020 Outlook,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, February 8, 2020.
- Dealing with Activist Hedge Funds and Other Activist Investors,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, January 20, 2020.