Melissa A. DiVincenzo

Partner

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(302) 498-6205 F

Melissa provides advice on corporate governance matters and private and public corporate transactions, including initial public offerings, mergers, asset sales, domestications, dissolutions and financing transactions. Clients look to Melissa for specialized knowledge of Delaware law when structuring transactions and confronting complex or novel corporate issues.

Her work also involves guiding Delaware corporations on the requirements of the Delaware General Corporation Law (“DGCL”), counseling boards of directors and board committees with respect to fiduciary duties, and providing formal legal opinions on issues of Delaware law. Melissa has represented Fortune 500 companies, retailers, energy companies, agriculture and food businesses, technology companies, and many others on matters of Delaware law.

In her M&A practice, Melissa provides advice regarding public and private company acquisitions, fiduciary duty and conflict issues, and Delaware aspects of equity acquisition financing. She also serves as counsel to special committees of the boards of directors of Delaware corporations, providing insight on matters of Delaware law.

Melissa frequently provides reasoned and bottom line legal opinions in a number of contexts, including in connection with assessing whether a transaction constitutes a sale of all or substantially all of a corporation’s assets, in connection with real estate transactions entered into by Delaware corporations, and in connection with ordinary lending transactions.

Drawing on her extensive knowledge of the DGCL, Melissa prepares documents and conducts diligence in connection with the ratification of defective corporation acts pursuant to Section 204 and Section 205.

Melissa is actively involved with the American Bar Association’s Mergers and Acquisitions Committee and serves as the co-chair of the Private Company Merger Agreement Working Group. Appointed by the Delaware Supreme Court, Melissa served on the Delaware Board of Bar Examiners from 2015-2017.  She previously served on the Delaware Bar Association’s subcommittee on Sections 204 and 205 of the DGCL.

Melissa frequently speaks on Delaware corporate law issues with a focus on M&A developments, the changing litigation landscape, and technical guidance from the Delaware courts on drafting matters.

She has been recognized as a leading Delaware attorney by IFLR1000 United States.

Professional Activities

  • American Bar Association (Business Law Section)
    • Committee on Mergers and Acquisitions
    • Private Company Merger Agreement Working Group (Co-Chair)
    • Subcommittee on Acquisitions of Public Companies
    • Annual Survey Working Group
    • Judicial Interpretations Working Group
  • Delaware Board of Bar Examiners (appointed by Delaware Supreme Court, 2015-2017)
  • Delaware State Bar Association

Representative Matters

  • Complex M&A transactions involving Delaware corporations:
    • Delaware counsel to Baker Hughes in connection with the business combination between General Electric Co. and Baker Hughes.
    • Delaware counsel to Tyson Foods, Inc. in connection with its acquisition of AdvancePierre Foods Holdings, Inc. for approximately $4.3 billion.
    • Delaware counsel to government services contractor Engility in an acquisition of Tasc Inc. valued at $1.1 billion.
  • Special committees of boards of directors of Delaware corporations:
    • Delaware counsel to the special committee of the board of Hilton Worldwide, which approved a sale of 25% of the company from Blackstone to Chinese conglomerate HNA Group Co. Ltd. for $6.5 billion.
    • Delaware counsel to a special committee of the board of directors of SeaWorld Entertainment, Inc. in connection with the purchase by Zhonghong Zhuoye Group Co. Ltd of Blackstone Group LP’s stake in SeaWorld.
    • Delaware counsel to the special committee of Dell in the 2013 going-private transaction valued at nearly $25 billion.
    • Counsel to the special committee of Southern Union in the acquisition of Southern Union by Energy Transfer for $7.9 billion.

News

Who’s Who Legal: M&A and Governance 2016 Names Nine Morris Nichols Attorneys

Wilmington, DE (February 8, 2016) – Nine Morris, Nichols, Arsht & Tunnell LLP partners will be listed in Who’s Who Legal: M&A and Governance 2016. Jon Abramczyk, Frederick Alexander, Melissa DiVincenzo, Andrew Johnston, William Lafferty, Kenneth Nachbar, Gil Sparks, Patricia Vella, and Jeffrey Wolters have all been identified as leaders... Continue Reading

Articles

Delaware Public Benefit Corporation Practice Note, Standard Clause & Conversion Checklist

Morris Nichols attorneys Rick Alexander, Eric Klinger-Wilensky and Melissa DiVincenzo published three guides on Delaware public benefit corporations for Practical Law Corporate & Securities.  Their Delaware Public Benefit Corporation Practice...

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Events

Strafford Webinar: 2018 Amendments to Delaware Corporate and LLC Statutes: Key Changes and Best Practices for Counsel

Morris Nichols partners Melissa DiVincenzo and David Harris present a live webinar, “2018 Amendments to Delaware Corporate and LLC Statutes: Key Changes and Best Practices for Counsel” on Wednesday, October 17 from 1:00pm-2:30pm EDT. Melissa and Dave will discuss changes to Delaware corporate and alternative entity laws enacted in 2018, the... Continue Reading

UT Law’s 14th Annual Mergers and Acquisitions Institute

10.4.2018 through 10.5.2018 in Dallas, TX - Corporate Counseling
Melissa A. DiVincenzo

The University of Texas presents the annual Mergers and Acquisitions Institute from October 4-5, 2018 in Dallas. The two-day conference features nationally recognized speakers on deal trends, pitfalls and opportunities in M&A. On Friday, October 5, 2018, Morris Nichols partner Melissa DiVincenzo co-presents the session, “More Kicking and... Continue Reading

2018 ABA Business Law Section Annual Meeting

Morris Nichols is proud to sponsor the annual meeting of the American Bar Association’s Business Law Section. The three-day conference will take place in Austin, Tex. from September 13-15, 2018. Many MNAT attorneys are active Business Law Section members and will attend the conference as speakers and committee leaders, sharing insights on mergers... Continue Reading

2018 SEC Hot Topics Institute

5.23.2018 in Seattle, WA - Corporate Counseling
Melissa A. DiVincenzo

Donnelley Financial Solutions and the Society for Corporate Governance present the annual SEC Hot Topics Institute on May 23, 2018 in Seattle, WA. Morris Nichols partner Melissa DiVincenzo will present a Delaware law update, discussing recent developments and trends as they relate to the Delaware landscape. Opportunities for CLE credit are... Continue Reading

2018 ABA Business Law Section Spring Meeting

The American Bar Association hosts the Business Law Section spring meeting from April 12 to 14, 2018 in Orlando, Fla. Several Morris Nichols partners will attend the conference as committee leaders and speakers, sharing insights on M&A, private equity and venture capital, and alternative entities. Morris Nichols partner Eric Klinger-Wilensky... Continue Reading

Webinar: Appraisal Issues in Delaware: Recent Developments and A Look Ahead

Over the past two years, a number of key cases before the Delaware courts have raised questions about valuation methodologies, deal processes, and the relevance of deal price in setting fair value under the Delaware appraisal statute.Please join us for an interactive webinar that will provide an overview of recent Delaware appraisal issues and... Continue Reading

ABA Webinar: An Introduction to Private Equity Mergers and Acquisitions

Morris Nichols partner Melissa DiVincenzo will serve as a panelist in an ABA Business Law Section webinar on private equity M&A from 2:30 p.m. to 4:00 p.m. ET on February 22, 2018. Presented as part of the free “Business Law Basics” monthly webinar series, the session will provide an introduction to private equity mergers and acquisitions.... Continue Reading

2017 SEC Hot Topics Institute

5.24.2017 in Seattle, WA - Corporate Counseling
Melissa A. DiVincenzo

Morris Nichols partner Melissa DiVincenzo will participate in a panel discussion on “Corporate Law Developments” at the SEC Hot Topics Institute on May 24, 2017 in Seattle, Wash.  Melissa will discuss Delaware 2017 legislative updates and other developments. Hosted by RR Donnelley with the support and cooperation of the Society of Corporate... Continue Reading

4th Mergers, Acquisitions and Divestitures Conference

5.18.2017 through 5.19.2017 in Houston, TX - Corporate Counseling
Melissa A. DiVincenzo

The Institute for Energy Law presents the fourth annual Mergers, Acquisitions and Divestitures Conference from May 18 to 19, 2017 in Houston, Tex. Morris Nichols partner Melissa DiVincenzo will speak on the opening panel “Doing Deals Part I - Current Trends in M&A Clauses.” Panelists will explore evolving market practices, court cases and... Continue Reading

2016 ABA Business Law Section Annual Meeting

The Business Law Section of the American Bar Association hosts the 2016 annual meeting from Sept. 8-10 in Boston. Many Morris Nichols attorneys are active Business Law Section members and will attend the conference as speakers and committee leaders. On the first day of the conference, Eric Klinger-Wilensky and Don Parsons speak in the Private... Continue Reading

2016 SEC Hot Topics Institute

5.24.2016 in Seattle, WA - Corporate Counseling
Melissa A. DiVincenzo

Morris Nichols partner Melissa DiVincenzo will participate in a panel discussion on “Corporate Law Developments” at the SEC Hot Topics Institute on May 24, 2016 in Seattle, Wash. Hosted by RR Donnelley with the support and cooperation of the Society of Corporate Secretaries & Governance Professionals, the annual conference examines crucial... Continue Reading

2016 ABA Business Law Section Spring Meeting

The Business Law Section of the American Bar Association will host the 2016 Spring Meeting in Montréal from April 7 to 9, 2016. Five Morris Nichols attorneys will participate in speaking roles at the conference, discussing developments in LLCs, M&A, and dispute resolution.  Morris Nichols partner Tarik Haskins serves as a panelist in the... Continue Reading

2015 SEC Hot Topics Institute

6.11.2015 in Seattle, WA - Corporate Counseling
Melissa A. DiVincenzo

Morris Nichols partner Melissa DiVincenzo will participate in a panel discussion on “Corporate Law Developments” at the SEC Hot Topics Institute on June 11, 2015 in Seattle, Wash. Hosted by RR Donnelley with the support and cooperation of Northwestern Law School, the annual conference brings together corporate and securities law practitioners,... Continue Reading

2014 ABA Business Law Section Annual Meeting

The Business Law Section of the American Bar Association will host an annual meeting in Chicago from Sept. 11 to 13, 2014. Morris Nichols partners will serve as speakers at the conference. On the first day of the conference, partner Eric Klinger-Wilensky will chair the panel “The 2014 Annual Review of Developments in M&A” from 2:30 to 4:30... Continue Reading

Recent Changes to the Delaware General Corporation Law: Avoid the Risks; Reap the Benefits

On June 30, 2014, Morris Nichols partners Frederick H. Alexander and Melissa A. DiVincenzo will speak in a webinar on “Recent Changes to the Delaware General Corporation Law:  Avoid the Risks; Reap the Benefits.” They will discuss a number of significant changes that have been proposed to take effect in August 2014 and explore how... Continue Reading

2010 ABA Annual Meeting

8.5.2010 through 8.10.2010 in San Francisco, CA - Corporate Counseling
Frederick H. Alexander, Melissa A. DiVincenzo

The American Bar Association hosts its 2010 annual meeting in San Francisco, Calif. from August 5-10, 2010. Morris Nichols partners Rick Alexander and Melissa DiVincenzo will present the Corporate Laws Committee program entitled, “Is Common Stock the Preferred Security? Recent Judicial and Legislative Developments Affecting Preferred... Continue Reading