Bio

Melissa Divincenzo 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. She is a current member of the Delaware State Bar Association’s (DSBA) Council of the Corporation Law Section. In that capacity, she participates in the annual review of, and preparation of amendments to, the DGCL. She previously served on the DSBA’s subcommittee on Sections 204 and 205 of the DGCL. Appointed by the Delaware Supreme Court, Melissa served on the Delaware Board of Bar Examiners from 2015-2017. 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.