Melinda Brunger

• Represented Frontier Oil Corporation in connection with its stock-for-sale merger with Holly Corporation, with an announced enterprise value of approximately $7 billion for the combined company
• Represented an international auto manufacturer in connection with its acquisition of a publicly-traded finance company for total cash consideration of approximately $3.5 billion
• Represented an energy services company in the sale of a subsidiary for approximately $500 million
• Represented a public company in the acquisition of assets of a public energy services company in bankruptcy
• Represented public company in $6.8 billion acquisition by Baker Hughes
• Represented NYSE-listed acquirer in $5.6 billion merger with NYSE-listed TEPPCO Partners, L.P.
• Represented NASDAQ-listed acquirer in connection with $2.3 billion acquisition of NYSE-listed energy services company
• Represented a public company in bankruptcy in the sale of a trading subsidiary

Special Committee Representations

• Counsel to special committee of a public partnership in multiple transactions involving acquisitions of energy transportation assets and equity interests
• Counsel to special committee of a public company in connection with acquisition of a real property company
• Counsel to special committee of a public partnership in connection with issuance of a newly authorized class of equity securities
• Counsel to special conflicts committee of a public partnership in connection with the exchange of classes of equity securities
  

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• Counsel to audit committee of a public company in connection with an internal investigation
• Experience as counsel to public companies in connection with public disclosures of special committee investigations

Representations in Connection with Proxy Contests and Shareholder Activism

• Regular advice to corporate clients in developing corporate governance programs, considering shareholder nominations and responding to proposals from shareholders
  
• Regular advice to shareholders regarding Schedule 13D filings and potential proxy contests
• REIT: Represented company in settlement of a proxy contest and subsequent merger 
• Energy services company: Represented company in response to an exempt solicitation filed by a former director; also represented company in developing governance program and communicating with significant shareholder
• Manufacturing company: Represented shareholder who was elected to Board of Directors in a proxy contest
• Pharmaceutical company: Represented shareholder who was appointed to the board of directors by agreement with the company
• Biopharmaceutical company: Represented shareholder in a proxy contest in opposition to a proposed merger; merger terms were restructured and shareholder was appointed to the Board of Directors by agreement with the company
• Business process company: Represented shareholder who was appointed to the Board of Directors by agreement with the company after a proxy contest

Securities Representations

• Represented Nasdaq-listed company in private placement of $300 million of senior secured notes
• Represented initial purchasers in private placement of $250 of convertible notes
• Represented company in exchange of convertible notes for common stock
• Represented NYSE-listed company in public offering of $250 million of senior notes
• Represented NYSE-listed company in public offering of $250 million of floating rate notes and $250 million of senior notes
• Represented underwriters in initial public offering of limited liability company interests in management company
• Represented public partnership in initial public offering of units
• Represented underwriters in initial public offering of energy company
• Represented NYSE-listed company in public offerings of common stock
• Represented company in initial public offering of construction services company
• Represented company in formation of a joint venture among four public companies and subsequent business combination with public partnership