Sandra C. Goldstein is a partner in Cravath’s Litigation Department and serves as the Firm’s Head of Litigation. She has a broad litigation practice with a particular focus on securities, mergers and acquisitions and commercial disputes.
Ms. Goldstein’s clients have included Xerox, HCA, Novartis, Barnes & Noble, NCR, Occidental Petroleum, Noven Pharmaceuticals, United Air Lines, Time Warner, ITT, Lucent Technologies, Tyco International, IBM and CBS.
Ms. Goldstein’s current representations include: Nalco Holding Company in purported class action litigation arising out of its $8.1 billion merger agreement with Ecolab Inc.; IBM in purported class action litigation arising out of IBM’s proposed acquisition of DemandTec.; and Barnes & Noble in shareholder derivative actions filed in Delaware and New York alleging breaches of fiduciary duties by Barnes & Noble’s board members. She recently represented the Special Committee of the Board of Directors of J.Crew in connection with a number of purported class action lawsuits relating to the sale of J.Crew to TPG Capital and Leonard Green & Partners for $3 billion.
Ms. Goldstein recently represented Barnes & Noble in a challenge to a shareholder rights plan adopted by the company in November 2009. The matter was filed in Delaware Chancery Court in May 2010 by various funds managed by Ronald Burkle. Following expedited discovery and a four-day trial in July 2010, the Court ruled in favor of Ms. Goldstein’s client in August 2010, rejecting all of plaintiffs’ claims and holding that the company’s Board acted reasonably and appropriately in adopting and maintaining the plan. Ms. Goldstein successfully argued the appeal before the Delaware Supreme Court, which affirmed in March 2011 the Delaware Chancery Court’s decision.
Ms. Goldstein has successfully represented several clients in class action securities litigation, including Tyco International and IBM. Ms. Goldstein is currently representing Xerox in a securities class action litigation in the District of Connecticut. The complaint alleges violations of the Federal securities laws arising out of Xerox’s alleged failure to disclose the alleged material negative impact that the April 1998 restructuring had on the company’s operations and revenues. 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 successfully defended Novartis in a stockholder derivative action filed in the Northern District of California. On September 2, 2009, the Court granted Cravath’s motion to dismiss the derivative complaint. 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 in 2006 by a consortium of private equity firms.
Chambers USA honored Ms. Goldstein with the 2012 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. In 2011, Ms. Goldstein was named a Leading Trial Lawyer in the United States by The Legal 500 and was also recognized by that publication in 2010 and 2011 for her work in securities litigation. From 2007 through 2011, she 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 2008. Ms. Goldstein was named a “National Star” for general commercial litigation and a “Local Litigation Star” for the New York area in both commercial and securities litigation by Benchmark Litigation in 2012.
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 may be reached by phone at 212-474-1075 or by email at sgoldstein@cravath.com.