Karessa L. Cain



Honorable J. Clifford Wallace, United States Court of Appeals, Ninth Circuit, 2004 – 2005

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 markets transactions.

Karessa was named a Dealmaker of the Year by The American Lawyer for 2020 and 2024, and was recognized as one of The Deal’s Top Women in Dealmaking 2022 and as a leading Corporate/M&A Lawyer by Chambers, among other legal and M&A honors.

Representations by Karessa include:

  • Hess Corporation in its $60 billion acquisition by Chevron
  • eBay in its sale and exchange of shares of Adevinta ASA as part of the $14 billion acquisition of Adevinta by a consortium led by Permira and Blackstone, its sale of StubHub to viagogo for $4.05 billion, its divestiture of its Classifieds business to Adevinta ASA for $9 billion, its $2.25 billion sale of Adevinta shares to Permira, its divestiture of an 80% stake in its Korean business for $3 billion
  • Jacobs Solutions in its divestiture of its Critical Missions Solutions business in a Reverse Morris Trust transaction with Amentum
  • Spirit Realty Capital, Inc. in its $9.3 billion acquisition by Realty Income Corporation
  • VEREIT, Inc. in its all-stock acquisition by Realty Income Corporation to create a combined company with an enterprise value of $50 billion
  • II-VI Incorporated in its $7 billion acquisition of Coherent, Inc., its $1.8 billion equity investment from Bain Capital, and its sale of a 25% non-controlling interest in its Silicon Carbide business to Denso Corporation and Mitsubishi Electric Corporation at a $4 billion post-investment valuation
  • Terminix Global Holdings, Inc. (formerly known as ServiceMaster Global Holdings, Inc.) in its spin-off of Frontdoor, Inc. and $486 million debt-for-equity exchange, its divestiture of its ServiceMaster Brands business to Roark Capital for $1.5 billion, and its acquisition by Rentokil Initial plc for $6.7 billion
  • Nuvasive in its $3.1 billion acquisition by Globus Medical
  • Apollo Global Management’s affiliated funds in their acquisition of Tenneco Inc. at an enterprise valuation of $7.1 billion, their $5.1 billion acquisition of Intrado Corporation (formerly known as West Corporation) and Intrado’s $690 million divestiture of its Health Advocate business, their acquisition of Rio Tinto plc’s Alcan Engineered Products business (later renamed Constellium N.V.) and the subsequent IPO of Constellium N.V.
  • Independent Transaction Committee of the Board of Directors of Discovery, Inc. in its acquisition of WarnerMedia from AT&T Inc., in a Reverse Morris Trust transaction that valued the combined entity at $130 billion, and previously in its agreement to exchange $5 billion of preferred stock held by Advance/Newhouse Programming Partnership
  • 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
  • Arconic Inc. in its proxy contest and settlement agreements with Elliott Management
  • Visa Inc. in its €19 billion acquisition of Visa Europe Ltd.
  • Colgate-Palmolive Company in its acquisition of Laboratoires Filorga Cosmétiques for $1.7 billion, its acquisition of three dry pet food manufacturing plants from Red Collar Pet Foods for $700 million, and its acquisition of Hello Products LLC
  • 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.
  • Abbott Laboratories in its $55 billion spin-off of AbbVie, and AbbVie in its $14.7 billion bond offering
  • 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

Karessa teaches a seminar on public company M&A at Columbia Law School, and 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 RegulationColumbia 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.

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