Jennifer S. Conway is a partner in Cravath’s Executive Compensation and Benefits Department. Her practice focuses on executive compensation and employee benefit matters, principally in connection with mergers and acquisitions, initial public offerings and other business transactions. Ms. Conway also regularly counsels public and private companies on the design, implementation and disclosure of equity and cash incentive compensation and retention programs and the negotiation of executive employment and separation agreements.
Ms. Conway frequently represents IBM on M&A matters, including the sale of its personal computing business to Lenovo, its acquisition of Bank of America’s mortgage servicing business and its acquisition of Sterling Commerce from AT&T. In addition, Ms. Conway regularly represents a variety of other clients in M&A matters and other business transactions, including Lazard Ltd, Time Warner, Kraft Foods and DreamWorks Animation.
Ms. Conway’s other recent transactions include representing:
- Grupo Modelo in its combination with Anheuser‑Busch InBev;
- AmerisourceBergen in its acquisition of TheraCom from CVS Caremark and its acquisition of World Courier Group;
- Jacobs Private Equity in its control‑PIPE acquisition of XPO Logistics;
- Arch Chemicals in its sale to Lonza Group;
- Lindsay Goldberg in connection with its acquisition of Pacific Architects & Engineers from Lockheed Martin;
- Gerber Scientific in its leveraged buyout by Vector Capital;
- United Airlines in its merger of equals with Continental Airlines;
- Terra Industries in its defense against the hostile bid from CF Industries (which was withdrawn), its subsequent proposed sale to Yara International and later topping bid by CF Industries;
- Millipore in its acquisition by Merck KGaA;
- Kraft Foods in the sale of its frozen pizza business to Nestlé and in the merger of its Post cereals business into Ralcorp Holdings;
- Continental Energy and Lindsay Goldberg in the sale of Cap Rock Energy to Hunt Transmission Services and the sale of SEMCO Energy to Atlas Gas;
- Time Warner in its spin‑off of AOL;
- Bristol‑Myers Squibb and Mead Johnson in Mead Johnson’s initial public offering and Bristol‑Myers Squibb in the subsequent split‑off of Mead Johnson;
- The independent directors of KKR Private Equity Investors in its combination transaction with KKR & Co. L.P., which achieved the public listing of the KKR private equity business; and
- Steven Spielberg in connection with the formation of the new DreamWorks film studio in partnership with Reliance and DreamWorks Animation SKG in its initial public offering.
Recently, Ms. Conway was recognized by the 2013 edition of The Best Lawyers in America for her work in Employee Benefits (ERISA) law. From 2010 through 2012, Ms. Conway was recognized by Chambers USA: America’s Leading Lawyers for Business and The Legal 500 for her work in the Employee Benefits and Executive Compensation area.
Ms. Conway is from Charlottesville, Virginia. She received a B.S.F.S. cum laude from Georgetown University in 1996 and a J.D. from Columbia University School of Law in 2001, where she was a James Kent Scholar and Managing Editor of the Journal of Transnational Law. She joined Cravath in 2001 and became a partner in 2009.
Ms. Conway may be reached by phone at 212‑474‑1316 or by email at jconway@cravath.com.