Karessa 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 markets transactions.

Karessa was recognized in Forbes’ 2025 List of America’s Top Lawyers, and she was named a Dealmaker of the Year by The American Lawyer for 2020 and 2024, a MVP of Mergers & Acquisitions by Law360 for 2024, a leading dealmaker in America by Lawdragon, one of The Deal’s Top Women in Dealmaking 2022, and a leading Corporate/M&A Lawyer by Chambers, among other legal and M&A honors.

Representations by Karessa include:

• Hess Corporation in its $60 billion acquisition by Chevron -- eBay in its sale and exchange of shares of Adevinta ASA as part of the $14 billion acquisition of Adevinta by a consortium led by Permira and Blackstone, its sale of StubHub to viagogo for $4.05 billion, its divestiture of its Classifieds business to Adevinta ASA for $9 billion, its $2.25 billion sale of Adevinta shares to Permira, and its divestiture of an 80% stake in its Korean business for $3 billion
• Jacobs Solutions in its divestiture of its Critical Missions Solutions business in a Reverse Morris Trust transaction with Amentum
• Spirit Realty Capital, Inc. in its $9.3 billion acquisition by Realty Income Corporation
• Core Scientific in its $9 billion acquisition by CoreWeave
• II-VI Incorporated in its $7 billion acquisition of Coherent, Inc., its $1.8 billion equity investment from Bain Capital, and its sale of a 25% non-controlling interest in its Silicon Carbide business to Denso Corporation and Mitsubishi Electric Corporation at a $4 billion post-investment valuation
• Terminix Global Holdings, Inc. (formerly known as ServiceMaster Global Holdings, Inc.) in its spin-off of Frontdoor, Inc. and $486 million debt-for-equity exchange, its divestiture of its ServiceMaster Brands business to Roark Capital for $1.5 billion, and its acquisition by Rentokil Initial plc for $6.7 billion
• Independent Transaction Committee of the Board of Directors of Discovery, Inc. in its acquisition of WarnerMedia from AT&T Inc., in a Reverse Morris Trust transaction that valued the combined entity at $130 billion, and previously in its agreement to exchange $5 billion of preferred stock held by Advance/Newhouse Programming Partnership

Karessa received her B.A. from Yale College in 2000, and her J.D. from Columbia Law School in 2004.  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.