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 Airlines, Time Warner, ITT, Lucent Technologies, Tyco International, IBM and CBS.
Ms. Goldstein’s recent representations include directors of Tory Burch LLC in litigation brought by Ms. Burch’s ex‑husband, alleging that the board and the company interfered with his ability as shareholder to pursue other business ventures; 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; and 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. She previously represented Nalco Holding Company in purported class action litigation arising out of its $8.1 billion merger agreement with Ecolab Inc.; 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; and Barnes & Noble in a shareholder derivative action in the Delaware Chancery Court relating to its acquisition of Barnes & Noble College Booksellers and in a shareholder derivative and putative class action in New York Federal court involving Section 14(a) claims (dismissed with prejudice).
Ms. Goldstein also 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 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 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. On March 29, 2013, the court granted in its entirety Xerox’s motion for summary judgment, holding that plaintiffs had failed both (i) to establish an actionable misstatement or omission; and (ii) to demonstrate loss causation. 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 2012, 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 in 2012 and 2013 and for securities litigation in 2013 by Benchmark Litigation. She was also named a “Local Litigation Star” in the New York area by the publication in 2012 and 2013. Ms. Goldstein was recognized as one of the country’s top ten female litigators in the inaugural edition of Benchmark Top 250 Women in Litigation in 2012. In 2013, she and her colleagues earned the Firm distinction as “Law Firm of the Year” in mergers and acquisitions 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 may be reached by phone at 212‑474‑1075 or by email at email@example.com.