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Melisa Brower


Melisa focuses on a wide variety of compensation and human capital matters involving corporate transactions and securities law, with emphasis on U.S. public company advisory and corporate governance matters.

She advises domestic and non-U.S. issuers on their initial public offerings and ongoing regulatory and listing requirements relating to compensation and human capital management, advises boards and board committees on governance matters, and regularly advises clients on proxy disclosure, Section 13 and Section 16 compliance, and design and implementation of equity and incentive compensation plans.

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


Representative matters

Boston Scientific Corporation in the entry into a definitive agreement to acquire Axonics Inc. (equity value of US $3.7 billion) 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 $1 billion initial public offering.

The Dow Chemical Company in its $130 billion transaction with DuPont involving combination of the two companies and separating them into three publicly trading entities and the resulting $50 billion 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 $4.9 billion.

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 $3.2 billion and in its pending $310 million acquisition of the assets of Morris Broadband.

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 $302 million.

Invox in its acquisition of F-Star.

KMG Chemicals on its acquisition by Cabot Microelectronics Corporation for approximately $1.6 billion 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, 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)
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)



New York (2017)


Vassar College, B.A. (2011)

American University Washington College of Law, J.D., cum laude (2016)

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.