Karessa 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.

• 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

• New York
• America

• Fellow of American College of Governance Counsel
• Fellow of American Bar Foundation
• Member of Corporation Law Committee of the New York City Bar Association
• Member of the Board of Trustees of Prep for Prep
• Fellow in the Partnership for New York City’s David Rockefeller Fellows program

• B.A. cum laude from Yale College in 2000
• J.D. from Columbia Law School in 2004