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 market transactions.

Representations by Karessa include:

  • Alcoa Inc. in its separation into two public companies
  • Visa Inc. in its €21 billion acquisition of Visa Europe Ltd.
  • Apollo Global Management’s affiliated funds in their $5.1 billion acquisition of West Corporation
  • 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 agreement with Elliott Management
  • Gramercy Property Trust in its merger with Chambers Street Properties
  • 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, and she was 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 Bar Foundation and a member of the New York and American Bar Associations.

Recent Publications