Melisa Brower
Image of Melisa Brower

Melisa Brower

Partner

Email

melisa.brower@aoshearman.com

Phone

+1 212 848 5070

Offices

New York

V-CARD

Melisa advises clients on a wide variety of executive compensation and human capital matters in the context of complex corporate transactions, individual representations, securities law compliance and corporate governance.

She advises global employers and individual executives on all aspects of U.S. employment, compensation and benefits, including on the design and implementation of employment arrangements, equity and cash-based incentive compensation plans and retention. She has a particular emphasis on advising domestic and non-U.S. issuers on initial public offerings and ongoing regulatory and listing requirements relating to compensation and human capital management disclosure and Section 13 and Section 16 compliance. She also advises boards and board committees on corporate governance matters.

Melisa is actively engaged in a variety of pro bono representations, including providing advice to various not-for-profit arts and education organizations.

Expertise

Experience

Representative matters

  • A mass media and entertainment conglomerate on the strategic acquisition by Dplay Entertainment Limited (the Purchaser).
  • CSW Industrials in connection with its USD313.5m acquisition of Aspen Manufacturing.
  • Service-based manufacturer company on the USD40m sale of substantially all of their operating assets in Chapter 11 bankruptcy.
  • Telus Corporation in connection with its acquisition of Workplace Options.
  • Boomi on the acquisition of 100% of the outstanding shares of Rivery Technologies LTD.
  • ExcelFin Acquisition Corp. in its USD350m business combination agreement with Baird Medical Investment Holdings Limited.
  • Intrepid Seas Holdings LLC, an Affiliate of J.P. Morgan Asset Management’s Global Transportation Group in its acquisition of Bold HoldCo.
  • Boomi in its acquisition of API management assets from Cloud Software Group and API management business from APIIDA.
  • Boston Scientific Corporation in the entry into a definitive agreement to acquire Axonics Inc. (equity value of USD3.7bn) and in its acquisition of Apollo Endosurgery, Inc. and Baylis Medical Company Inc.
  • Société Générale in connection with its formation of a joint venture with AllianceBernstein through the combination of their respective cash equity and equity research businesses.
  • TPG Inc. on the executive compensation, equity incentive, and senior executive and founder retention matters and related governance and disclosure considerations in connection with its USD1bn initial public offering.
  • The Dow Chemical Company in its USD130bn transaction with DuPont involving combination of the two companies and separating them into three publicly trading entities and the resulting USD50bn spin-off of Dow Inc.; the divestiture of its ethylene acrylic acid business to SK; the sale of its European extruded polystyrene foam (XPS) business to Ravago SA. and the sale of its Rheinmünster, Germany site and S/A latex facility located at the site to Trinseo S.A.
  • Altice USA, Inc., Avantor, Boston Scientific Corporation, CSW Industrials, Dow Inc., Embecta, TELUS International (Cda), Inc. and TPG Inc. in relation to executive compensation, disclosure and governance advice.
  • Advanced Disposal Services, Inc. on its anticipated acquisition by Waste Management for approximately USD4.9bn.
  • Altice USA in its agreement to sell 49.99% of its LightPath fiber enterprise business to Morgan Stanley Infrastructure Partners for an implied enterprise value of USD3.2bn and in its pending USD310m acquisition of the assets of Morris Broadband.
  • Altice USA in connection with the initial public offering of its Class A common stock, and BofA Merrill Lynch, as underwriters, in Homology Medicines Inc.’s, Axonics Modulation Technologies Inc. and Y-mAbs Therapeutics, Inc.’s respective initial public offerings of common stock.
  • Anglo American plc on the combination of its nuGen™ Zero Emissions Haulage Solution with First Mode Holdings.
  • The Compensation Committee of Fannie Mae.
  • Coca-Cola European Partners and Sasol Limited in its registration of securities for issuance to employees.
  • Compensation committee of Fannie Mae in relation to corporate governance matters.
  • Glatfelter Corporation in its acquisition of Jacob Holm for approximately USD302m.
  • Invox in its acquisition of F-Star.
  • KMG Chemicals on its acquisition by Cabot Microelectronics Corporation for approximately USD1.6bn in a cash and stock merger transaction.
  • Measurabl, Inc. in its acquisition of Hatch Data Inc.
  • Mother Lode Holding Co. in connection with its acquisition by First American Financial Corporation.
  • Stone Point Capital LLC in its acquisition of TechEssential Holdings, Inc. and AMC Holdings, Inc. Altice USA, Inc. in its separation and spin-off from Altice N.V.
  • Telus International in connection with its NYSE listing and its acquisition of Lionbridge AI.
  • Vice Media in its Chapter 11 filing and related employee matters. The independent directors of Wells Fargo in connection with the investigation of sales practices in the bank’s retail business.

Published Work

  • Contributor to the publication of the Shearman & Sterling’s annual survey of the compensation-related corporate governance practices of the largest 100 domestic issuers
  • Co-Author (2024), “10 Questions to Ask About Incentives & Clawbacks”, Corporate Compliance Insights    

Speaking Engagements

  • Panelist, “Diversity, Equity & Inclusion (DEI) issues following U.S. developments”, April 2025
  • Panelist, “Pay Transparency”, March 2025
  • Panelist, Annual Report and Proxy Season Webinar, January 2025
  • Panelist, Annual Report and Proxy Season Webinar, January 2024
  • Moderator, “Hot topics in the 2024 annual reporting cycle” Society of Corporate Governance, January 2024
  • Panelist, “Sweat Equity: Contributing Beyond the Bottom Line”, Kayo Quarterly Webinar Series, November 2021
  • Presenter, “CEO Pay Ratio Rule: What You Need to Know” live webcast, The Knowledge Group, July 2020

Leadership Positions And Professional Affiliations

  • Member, New York City Bar Executive Compensation & Employee Benefits Committee , (2022-present)

Recognition

“Recognized as a 'Rising Star' in the area of Labor and Employment”
Euromoney Legal Media Group (2022)
“Recognized as member of the Benefits Practice Group of the Year”
Law360 (2020)

Qualifications

Admissions

Attorney-at-law, State of New York, US, 2017

Academic

BA, Vassar College, 2011

JD, cum laude, American University Washing College of Law, 2016

Disclaimer
A&O Shearman was formed on May 1, 2024 by the combination of Shearman & Sterling LLP and Allen & Overy LLP and their respective affiliates (the legacy firms). Any matters referred to above may include matters undertaken by one or more of the legacy firms rather than A&O Shearman.