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Jennifer S. Conway

Partner, Executive Compensation and Benefits

Jennifer S. Conway advises clients on executive compensation and employee benefit matters, principally in connection with mergers and acquisitions, spin-offs, initial public offerings and other business transactions. She 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. In addition, Ms. Conway frequently represents a variety of clients, including IBM, Lazard, Lindsay Goldberg, WarnerMedia and Unilever in M&A matters and other business transactions and in connection with senior executive transitions.

Ms. Conway’s recent transactions include representing:

  • OLX Group in letgo’s pending combination with OfferUp of their U.S. businesses and OLX Brazil in its pending acquisition of Grupo ZAP;
  • Knorr-Bremse in its acquisition of R.H. Sheppard;
  • IBM in the sale of select IBM software products to HCL Technologies, the sale of its marketing platform and commerce software offerings to Centerbridge Partners, its acquisition of Truven Health Analytics from Veritas Capital, the 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;
  • Brunswick in the sale of its Fitness business to KPS Capital Partners;
  • Cable ONE in its acquisition of Fidelity Communications’ data, video and voice business, its acquisition of Clearwave Communications and its acquisition of NewWave Communications;
  • AveXis in its acquisition by Novartis;
  • Altra in its combination with four operating companies from Fortive’s Automation and Specialty platform;
  • WestRock in its acquisition of KapStone and its acquisition of Multi Packaging Solutions;
  • ECS Federal in its sale to On Assignment;
  • Unilever in its acquisitions of OLLY Nutrition and Sundial Brands;
  • Linde in its merger of equals with Praxair;
  • JBS in its sale of Moy Park to Pilgrim’s Pride;
  • Time Warner in its sale to AT&T, its investment in Hulu and its spin‑offs of AOL and Time Inc.;
  • The Strategic Review Committee of the Board of Directors of Yahoo in the acquisition of Yahoo’s operating business by Verizon;
  • Naspers in its merger of ibibo group, its travel business in India, with MakeMyTrip;
  • Banco Santander in its acquisition of the on‑shore consumer credit card and consumer brokerage and retail banking businesses of Citigroup in Argentina;
  • FactSet Research Systems in the sale of its Market Metrics business to Asset International, a portfolio company of Genstar Capital;
  • DreamWorks Animation in its sale to Comcast and its initial public offering;
  • Welch Allyn in its sale to Hill‑Rom;
  • Montpelier Re Holdings in its sale to Endurance Specialty Holdings;
  • Olin in its 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 acquisition of the Management Services business from AECOM with American Securities, the strategic partnership with Kroger to form PearlRock Partners, the acquisition of the Specialty Papers Business Unit of Glatfelter, the acquisition of Fleetwood‑Fibre Packaging & Graphics by Golden West Packaging Group, the sale of Axeon Marketing by Axeon Specialty Products to Associated Asphalt, the 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, the sale of PAE to Platinum Equity 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 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;
  • 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 DreamWorks film studio in partnership with Reliance Entertainment and Amblin Partners and Steven Spielberg in the formation of Amblin with Participant Media, Reliance Entertainment and Entertainment One.

Ms. Conway has been repeatedly recognized as a leading lawyer in employee benefits and executive compensation by Chambers USA, The Legal 500 US and The Best Lawyers in America.

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.

Ms. Conway joined Cravath in 2001 and was elected a partner in 2008.

Ms. Conway is admitted only in New York.

+1 (212) 474-1316
+1 (212) 474-3700