Sandra C. Goldstein is a partner in Cravath’s Litigation Department and serves as the Firm’s Head of Litigation.
Ms. Goldstein has a broad litigation practice with a particular focus on securities, mergers and acquisitions, and commercial disputes. Her clients have included Barnes & Noble, Credit Suisse, IBM, Martin Marietta, Mylan, Novartis, Qualcomm, NCR, Noven Pharmaceuticals, Occidental Petroleum and Xerox.
Ms. Goldstein currently represents several companies and directors in challenges to large-scale business transactions, including Integrys Energy Group and its board of directors in litigation relating to its pending $9.1 billion acquisition by Wisconsin Energy Corporation; Martin Marietta Materials in litigation relating to its $2.7 billion acquisition of Texas Industries; Kraton Performance Polymers in litigation arising from the company’s decision to withdraw its recommendation that its stockholders approve a merger with LCY Chemical and LCY Synthetic Rubber; 3G Capital as financial advisor to H.J. Heinz in litigation relating to Heinz’s pending $60 billion merger with Kraft Foods Group; Zale and its board of directors in litigation relating to the company’s $1.4 billion acquisition by Signet Jewelers; and the independent directors of KKR & Co. in connection with KKR’s $2.6 billion acquisition of KKR Financial Holdings. In May 2014, she argued against a shareholder motion to preliminarily enjoin the Zale acquisition; the court denied the motion in a ruling from the bench. Some of Ms. Goldstein’s other recent M&A litigation representations include The Jones Group in litigation relating to its $2.2 billion sale to Sycamore Partners; the legacy Progress Energy directors of Duke Energy in matters arising out of the board’s decision to appoint a new chief executive officer following the $32 billion Duke‑Progress merger; the independent directors of JDA Software in litigation arising from its $1.9 billion merger with enterprise software maker RedPrairie; the independent directors of Par Pharmaceuticals in shareholder litigation relating to Par’s $1.9 billion acquisition by TPG Capital; Nalco Holding Company in purported class action litigation arising out of its $8.1 billion merger agreement with Ecolab Inc.; and the special committee of the board of directors of J.Crew in numerous class action lawsuits relating to the $3 billion sale of J.Crew to TPG Capital and Leonard Green & Partners.
Ms. Goldstein also regularly handles significant corporate governance, shareholder derivative and class action litigation. In September 2014, she secured the dismissal for First Citizens BancShares of class action litigations relating to the company’s merger with First Citizens Bancorporation and the company’s forum‑selection bylaw. In an issue of first impression, the Delaware Court of Chancery ruled that Delaware corporations can adopt foreign forum‑selection bylaws in conjunction with deals. She also won the dismissal in July 2014 of a shareholder derivative lawsuit filed against Barnes & Noble and certain individual defendants concerning the company’s internal controls and financial reporting; two weeks later, plaintiffs in related securities class action litigation voluntarily dismissed their lawsuit. In 2010, Ms. Goldstein prevailed for Barnes & Noble in a highly publicized, landmark poison pill bench trial in the Delaware Court of Chancery and was featured as “Litigator of the Week” in The Am Law Litigation Daily for her role in this trial. She argued the appeal before the Delaware Supreme Court, which affirmed in 2011. Ms. Goldstein also represented Barnes & Noble in a shareholder derivative action in the Delaware Court of Chancery relating to its acquisition of Barnes & Noble College Booksellers and won the dismissal of a shareholder derivative and putative class action in New York federal court involving Section 14(a) claims.
Ms. Goldstein has successfully represented several clients in class action securities litigation, including Tyco International and IBM. She currently represents the former CFO of The ADT Corporation in purported class action securities litigation and related shareholder derivative litigation in Florida state and federal courts arising from alleged misrepresentations about ADT’s financial condition and business prospects. In March 2013, Ms. Goldstein obtained the dismissal upon summary judgment of a 13‑year‑old securities fraud class action against Xerox in Connecticut federal court, alleging over $2 billion in damages arising out of the company’s April 1998 restructuring. In a 98‑page opinion, the court held that plaintiffs had failed both (i) to establish an actionable misstatement or omission and (ii) to demonstrate loss causation. Ms. Goldstein argued the appeal before the Second Circuit Court of Appeals, which affirmed on September 8, 2014.
Ms. Goldstein also represented Xerox in a suit with National Union Fire Insurance Company, which sought to rescind Xerox’s coverage in light of the securities litigation allegations. She was successful in having both the complaint and amended complaint dismissed, in addition to having the court order sanctions against National Union for its filing of the amended complaint.
Ms. Goldstein obtained the dismissal of a stockholder derivative action against Novartis in the Northern District of California. In dismissing the case, the court agreed with the defendants that Swiss law governed plaintiff’s claims and that plaintiff, a holder of Novartis American Depository Shares, lacked standing under Swiss law to bring a derivative suit on behalf of Novartis. The court further agreed that even if the plaintiff did have standing to bring suit, the action would be subject to dismissal pursuant to the doctrine of forum non conveniens. Ms. Goldstein also successfully represented HCA and its outside directors in shareholder class actions in Tennessee and Delaware that challenged the $33 billion leveraged buyout of HCA by a consortium of private equity firms.
Ms. Goldstein was named one of the Top 100 Trial Lawyers in America in the 2015 edition of Benchmark Litigation and one of the country’s top 10 female litigators in Benchmark’s Top 250 Women in Litigation from 2012 through 2014. Benchmark Litigation also named her a “National Star” in general commercial litigation (2012‑2015) and securities litigation (2013‑2015). Ms. Goldstein received Euromoney Legal Media Group’s Americas Women in Business Law Award for “Best in Litigation” in 2013. In 2012, Chambers USA honored Ms. Goldstein with the Women in Law award for “Litigator of the Year” and every year since 2009 has recognized her as one of the country’s leading practitioners in securities litigation. From 2011 through 2014, Ms. Goldstein was named a Leading Trial Lawyer in the United States by The Legal 500. The publication also recognized her as a Leading Lawyer in M&A litigation (2012‑2014) and securities litigation (2014). From 2007 through 2015, Ms. Goldstein was selected by Lawdragon as one of 500 Leading Lawyers in America and was named to its list of 100 Lawyers You Need to Know in Securities Litigation. In 2013, she and her colleagues earned the Firm distinction as “Law Firm of the Year” in M&A litigation in the U.S. News & World Report‑Best Lawyers survey of the best law firms in the United States.
Ms. Goldstein was born in New York, New York. She received a B.A. summa cum laude from Barnard College in 1984 and a J.D. from New York University School of Law in 1987. She joined Cravath in 1987 and became a partner in 1994. Ms. Goldstein was the Firm’s Litigation Managing Partner from November 2005 to September 2010.
Ms. Goldstein is a member of the International Bar Association.
Ms. Goldstein may be reached by phone at+1‑212‑474‑1075 or by email at email@example.com.