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 pending divestiture of its global commercial semiconductor technology business to GLOBALFOUNDRIES, the sale of its personal computing business and the sale of its x86 server 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 and DreamWorks Animation.
Ms. Conway’s other recent transactions include representing:
- Montpelier Re Holdings in its pending acquisition by Endurance Specialty Holdings;
- Olin in its pending tax‑efficient Reverse Morris Trust merger with the chlorine value chain business of Dow Chemical;
- Lindsay Goldberg and its portfolio companies in connection with multiple transactions, including the pending acquisition of VDM Group from ThyssenKrupp, the acquisition of Port Townsend Holdings Company by Crown Paper Group, the sale of First American Payment Systems to an investor group led by the Ontario Teachers’ Pension Plan, the sale of New Mexico Gas Company to TECO Energy, the sale of SEMCO Energy to AltaGas, the sale of Fresh Start Bakeries to ARYZTA, the acquisition of Pacific Architects & Engineers from Lockheed Martin and related follow‑on acquisitions by PAE of Defense Support Services, the Applied Technology Division of CSC and the Global Security and Solutions business unit of US Investigations Services, and the sale of Cap Rock Energy to Hunt Transmission Services;
- AmerisourceBergen in its acquisition of MWI Veterinary Supply, its acquisition of World Courier Group and its acquisition of TheraCom from CVS Caremark;
- Temasek in its investment in Virtu Financial;
- Naspers in its joint ventures with Schibsted Media Group, Telenor Group and Singapore Press Holdings relating to their online classifieds businesses in a number of countries;
- Graham Holdings in its proposed spin-off of Cable ONE and its split‑off transaction with Berkshire Hathaway;
- Time in its sale of Grupo Expansión to Southern Cross Group;
- Lundbeck in its acquisition of Chelsea Therapeutics;
- The Washington Post Company in the sale of its newspaper publishing businesses, including The Washington Post newspaper, to Jeff Bezos;
- Time Warner in its spin‑off of AOL and spin‑off of Time Inc.;
- Grupo Modelo in its combination with Anheuser‑Busch InBev;
- Jacobs Private Equity in its control‑PIPE acquisition of XPO Logistics;
- Arch Chemicals in its sale to Lonza Group;
- 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;
- 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.
Ms. Conway has been recognized as a leading lawyer in employee benefits and executive compensation by Chambers USA: America’s Leading Lawyers for Business from 2010 through 2014; The Legal 500 from 2010 through 2014; and The Best Lawyers in America from 2013 through 2015.
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 +1‑212‑474‑1316 or by email at email@example.com.