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, selected for inclusion in Who’s Who Legal for corporate governance, and included in The Best Lawyers in America for corporate governance law, corporate law and mergers and acquisitions law.
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 & Insights
- Speaking Engagement, Virtual, 03.03.2021
Morris Nichols’ partner Melissa DiVincenzo will serve as a panelist at the Practising Law Institute (PLI) program, "Doing Deals 2021: The Art of M&A Transactional Practice."
- Speaking Engagement, Virtual, 01.21.2021
The Practising Law Institute will hold its annual two-day conference on mergers and acquisitions live via webcast from January 21 to 22, 2021. Morris Nichols partners Patricia Vella and Melissa DiVincenzo will offer Delaware perspective as program faculty.
- Article, Bloomberg Law, 10.01.2020
In its 2020 session, the Delaware legislature passed a number of amendments to the Delaware General Corporation Law and the Delaware “alternative entity” statutes—the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act, the Delaware Revised Uniform Partnership Act and the Delaware Statutory Trust Act.
- Article, Practical Law Corporate & Securities, 08.25.2020
Morris Nichols attorneys Eric Klinger-Wilensky and Melissa DiVincenzo published three guides on Delaware public benefit corporations for Practical Law Corporate & Securities.
- Firm News, 08.20.2020
Thirty-one Morris Nichols attorneys were recognized in the 2021 edition of The Best Lawyers in America. The results are based on peer-review evaluations from more than 67,000 eligible attorneys.
- Speaking Engagement, Dallas, Texas, 10.10.2019 Through 10.11.2019
- Speaking Engagement, New York, New York, 09.27.2019
- Speaking Engagement, Seattle, Washington, 09.12.2019
- Article, Bloomberg Law, 09.09.2019
In its 2019 session, the Delaware legislature passed a number of amendments to the Delaware General Corporation Law and the Delaware “alternative entity” statutes - the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act, and the Delaware Revised Uniform Partnership Act.
- Firm News, 05.29.2019
Wilmington, DE (May 29, 2019) - The Legal 500 United States released its 2019 edition today. Morris, Nichols, Arsht & Tunnell LLP is once again “highly rated” in the nationwide guide to the foremost law firms in the United States.
- Speaking Engagement, Wilmington, Delaware, 05.23.2019
- Speaking Engagement, Vancouver, British Columbia, 03.28.2019 Through 03.30.2019
- Speaking Engagement, Coronado, California, 01.28.2019 Through 01.30.2019
- IFLR1000 United States Guide Ranks Morris Nichols in Top Delaware Bands for Financial and Corporate Law FirmsFirm News, 09.17.2018
Wilmington, DE (September 17, 2018) - The 2018 edition of IFLR United States - The Guide to the World’s Leading Financial Firms has been released. Morris, Nichols, Arsht & Tunnell LLP appears at the top of the two Delaware tables ranking the leading M&A law firms and the leading restructuring and insolvency law firms.
- Article, Corporate Accountability Report, Bloomberg BNA, 08.13.2018
In its last session, the Delaware legislature passed a number of amendments to the Delaware General Corporation Law (the “DGCL”) and the Delaware “alternative entity” statutes - the Delaware Limited Liability Company Act (the “DLLCA”), the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”), the Delaware Revised Uniform Partnership Act (the “DRUPA”) and the Delaware Statutory Trust Act (the “DSTA”).
- Article, Corporate Accountability Report, Bloomberg BNA, 08.17.2017
- Article, Corporate Accountability Report, Bloomberg BNA, 08.17.2016
- Article, Corporate Accountability Report, Bloomberg BNA, 07.24.2015
In its last session, the Delaware legislature passed a number of amendments to the Delaware General Corporation Law (“DGCL”) and to three of Delaware’s four “alternative entity” statutes.
- Article, The Business Lawyer, 05.2014
- Article, 07.19.2013
Louis Hering, Morris Nichols Commercial Law Counseling Group partner, and Melissa DiVincenzo, Morris Nichols Delaware Corporate Law Counseling Group partner, co-authored 2013 Amendments to Delaware's General Corporation Law and Alternative Entity Statutes appearing in the July 19, 2013 edition of Corporate Accountability Report, a publication of Bloomberg BNA.
- Article, 05.01.2013
Louis Hering, Morris Nichols Commercial Law Counseling Group partner, and Melissa DiVincenzo, Morris Nichols Delaware Corporate Law Counseling Group partner, co-authored “Considerations for Contractual Provisions Extending Statutes of Limitations” presented at the 2013 Working Group on Legal Opinions Spring Seminar in New York City, May 14, 2013.
- Article, 08.15.2012
Melissa A. DiVincenzo, Louis G. Hering, “2012 Amendments to Delaware’s General Corporation Law and Alternative Entity Statutes,” BNA’s Corporate Counsel Weekly, Vol. 256, No. 27 (Aug. 15, 2012)
Professional & Civic
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
Dickinson School of Law of The Pennsylvania State University, JD, magna cum laude, 2001
The Dickinson Law Review, Comments Editor
Mount Saint Mary’s University, BA, English and History, magna cum laude, 1998
- Delaware, 2001