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Sandra C. Goldstein

Partner, Litigation

Sandra C. Goldstein is a partner in Cravath’s Litigation Department and the Firm’s former Head of Litigation.

Ms. Goldstein has a broad litigation practice, with a particular focus on mergers and acquisitions, securities and commercial disputes. Her clients have included Barnes & Noble, Cigna, Credit Suisse, H.J. Heinz, IBM, Martin Marietta, Mylan, Novartis, Noven Pharmaceuticals, Qualcomm, Starwood Hotels, The Williams Companies and Xerox.

Over the past five years, Ms. Goldstein has represented clients in litigation across the country relating to more than 25 contemplated or hostile transactions with a cumulative value of nearly $500 billion. During this time, she secured over a dozen pretrial wins, including a major summary judgment victory in a multibillion‑dollar securities fraud class action lawsuit. Ms. Goldstein frequently argues as lead courtroom counsel, winning 16 favorable decisions after oral argument in the past few years at both the trial and appellate court level concerning dispositive motions, motions for preliminary injunctions and expedited discovery. Due to this success, Ms. Goldstein has repeatedly been recognized as a leading trial lawyer by numerous professional publications.

Ms. Goldstein’s current and recent matters include:

Corporate Governance/M&A Litigation

  • Representing Cigna Corporation and its board of directors in several purported shareholder class action lawsuits filed in the Delaware Court of Chancery and Connecticut state court seeking to enjoin Cigna’s pending $54 billion merger with Anthem. Plaintiffs have agreed to a settlement of the litigation.
  • Representing The Williams Companies, related entities and members of Williams’ board in lawsuits in Delaware, Texas and Oklahoma challenging the company’s proposed $37.7 billion combination with Energy Transfer Equity. Ms. Goldstein obtained the dismissal of a lawsuit in the Delaware Court of Chancery alleging inadequate proxy disclosures in connection with the ETE deal, and won dismissal of another complaint seeking to enjoin the deal in Oklahoma federal court. The Delaware Court of Chancery’s decision with respect to Williams’ claims against ETE is currently on appeal to the Delaware Supreme Court.
  • Represented Barnes & Noble and won a landmark decision after trial in the Delaware Court of Chancery that upheld the company’s poison pill in a challenge by activist shareholder funds. Ms. Goldstein successfully argued the appeal before the Delaware Supreme Court, which affirmed the trial court’s decision the day after oral argument. Ms. Goldstein was featured as “Litigator of the Week” in The Am Law Litigation Daily for her work on this matter.
  • Represented Cameron International and its directors in a consolidated putative shareholder class action in the Delaware Court of Chancery relating to Cameron’s $15 billion acquisition by Schlumberger. The transaction closed and plaintiffs voluntarily dismissed their suit.
  • Represented the Legacy Progress Energy directors of Duke Energy in a regulatory proceeding threatening to unwind the $32 billion Duke‑Progress merger in light of the board’s decision (opposed by Ms. Goldstein’s clients) to appoint a new CEO days after the merger. Ms. Goldstein negotiated a settlement that preserved the deal and also changed Duke’s management and corporate governance to safeguard the input of former Progress officials at Duke.
  • Represented First Citizens BancShares and its board of directors and obtained a precedent‑setting victory following oral argument in Delaware actions that challenged the company’s merger with First Citizens Bancorporation and sought to invalidate the company’s forum‑selection bylaw. The Delaware Court of Chancery dismissed both actions, ruling on an issue of first impression that Delaware corporations can adopt foreign forum‑selection bylaws in conjunction with deals. Cravath did not work on the underlying merger.
  • Represented H.J. Heinz in securities and derivative litigation filed in Virginia state and federal courts and Illinois federal court relating to Heinz’s $60 billion merger with Kraft Foods Group. The transaction closed and the parties reached a settlement of the litigation.
  • Represented the special committee of the board of directors of J.Crew in 16 purported class actions in New York federal and state courts and the Delaware Court of Chancery relating to the $3 billion sale of J.Crew to TPG Capital and Leonard Green & Partners. Ms. Goldstein successfully argued against plaintiffs’ preliminary injunction motion in New York and won a stay of those actions, paving the way for the transaction’s timely closure.
  • Represented Kraton Corporation and secured the dismissal following oral argument of a lawsuit filed in Delaware federal court seeking a termination fee after Kraton’s board decided to withdraw support for a proposed merger with LCY Chemical and LCY Synthetic Rubber. Cravath was not involved in the underlying deal.
  • Represented Martin Marietta Materials and obtained the dismissal following oral argument of a “merger‑tax” shareholder suit filed in New York state court seeking to enjoin the company’s $2.7 billion acquisition of Texas Industries (which closed), after exposing what the court called plaintiff’s “pernicious” litigation tactics. Plaintiff has appealed.
  • Represented Mylan and successfully argued against a motion to enjoin the company’s $35 billion unsolicited offer to acquire Perrigo. Ms. Goldstein was also part of the team that successfully defended Mylan from a $40 billion hostile takeover bid by Teva Pharmaceuticals.
  • Represented Mylan and its Executive Chairman and CEO and obtained the dismissal of a consolidated putative class action lawsuit in Pennsylvania federal court related to Mylan’s $5.6 billion acquisition of Abbott Laboratories’ non‑U.S. generic drug business.
  • Represented the independent directors of Par Pharmaceuticals and successfully argued against plaintiffs’ preliminary injunction motion and request for discovery in New Jersey actions challenging Par’s $1.9 billion acquisition by TPG Capital. This outcome paved the way for settlement in a related Delaware action and the timely closing of the acquisition.
  • Represented Starwood Hotels & Resorts Worldwide and its directors and won dismissal following oral argument of a consolidated class action and derivative lawsuit in Maryland state court challenging the company’s proposed $13.3 billion combination with Marriott International.
  • Represented Symetra and its directors in connection with a purported shareholder class action lawsuit filed in Washington state court challenging Symetra’s proposed $3.8 billion acquisition by Sumitomo Life. The parties reached a settlement and the transaction closed.
  • Represented Xerox in litigation in Texas federal court brought by Darwin Deason, the former founder, chairman and CEO of Affiliated Computer Services, which Xerox acquired in 2010, concerning the treatment of Mr. Deason’s preferred stock in Xerox’s planned spin‑off of its Business Process Outsourcing business. The parties settled the case.
  • Represented Zale and its board of directors and successfully opposed a motion seeking to enjoin the company’s $1.4 billion acquisition by Signet Jewelers following a full‑day hearing before the Delaware Court of Chancery. The deal closed on schedule less than a week later. Claims against the Zale board were later dismissed, and the dismissal was affirmed on appeal.

Securities Litigation

  • Representing Mylan and certain of the company’s directors and officers in two putative securities class action lawsuits in New York federal court alleging that defendants made false and misleading statements regarding the company’s classification of the EpiPen under the Medicaid Drug Rebate Program.
  • Representing Xerox and certain of its current and former directors and officers in a putative securities class action lawsuit filed in New York federal court alleging that defendants made false and misleading statements regarding the profitability and growth prospects of Xerox’s software product, Health Enterprise, designed to assist certain state agencies administer Medicaid programs.
  • Represented Barnes & Noble and won dismissals of derivative and securities class action lawsuits filed in New York and Delaware courts regarding, among other things, the company’s internal controls and financial reporting. Ms. Goldstein also won dismissal of a shareholder derivative and putative class action in New York federal court alleging violations of Section 14(a) of the Securities Exchange Act and other claims.
  • Represented Kathryn Mikells, the former CFO of The ADT Corporation, and won dismissal of all claims against her in purported securities class action litigation in Florida federal court. Ms. Goldstein also represented Ms. Mikells in obtaining the dismissal of related derivative actions in Florida state court and the Delaware Court of Chancery.
  • Represented Xerox and certain current and former executives and won the dismissal of a shareholder derivative action concerning accounting practices at Xerox’s subsidiary, Affiliated Computer Services, which were the subject of an SEC investigation.
  • Represented Xerox and won summary judgment of a 13‑year‑old securities fraud class action in Connecticut federal court alleging over $2 billion in damages arising out of the company’s April 1998 restructuring. Ms. Goldstein argued the appeal before the Second Circuit, which unanimously affirmed the district court’s decision.

Other Commercial Litigation

  • Represented Novartis and won dismissal of a stockholder derivative action in California federal court arising out of the alleged promotion of “off‑label” uses for two medications. The court dismissed on the basis that Swiss law applied and, in the alternative, on forum non conveniens grounds, providing important precedent for foreign companies defending against derivative suits.
  • Represented Xerox and won dismissals of the complaint and amended complaint filed by National Union Fire Insurance Company in litigation seeking rescission of an excess insurance policy covering Xerox’s financial statements that were the subject of securities litigation. Ms. Goldstein also secured a sanctions award against National Union for its filing of the amended complaint and defeated National Union’s two attempts to seek leave to appeal to the New York Court of Appeals.

Recognitions and Awards

Ms. Goldstein has been recognized as a leading lawyer by numerous professional publications. Her recent recognitions and awards include:

  • “25 Most Influential Women in Securities Law,” Law360 (2016)
  • “Top 100 Trial Lawyers in America,” Benchmark Litigation (2015‑2017)
  • “Top 10 National Stars” in General Commercial, Benchmark Litigation (2017)
  • “National Star” in Securities Litigation (2013‑2017) and General Commercial Litigation (2012‑2017), Benchmark Litigation
  • Leader in Commercial Litigation, The Best Lawyers in America (2016, 2017)
  • “Litigation Trailblazer,” The National Law Journal (2015)
  • “Best in Litigation” Award, Euromoney Legal Media Group’s Americas Women in Business Law (2013, 2015, 2016)
  • “Top 10 Female Litigators,” Benchmark Top 250 Women in Litigation (2012‑2016)
  • “Leading Trial Lawyer” (2011‑2016) and “Leading Lawyer” in Securities Litigation (2014‑2016) and M&A Litigation (2012‑2016), The Legal 500 United States
  • “500 Leading Lawyers in America,” Lawdragon (2007‑2016)
  • “Litigator of the Year,” Chambers USA Women in Law Award (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 served as the Firm’s Litigation Managing Partner from November 2005 to September 2010 and as Head of Litigation from September 2010 to September 2016.

Ms. Goldstein may be reached by phone at +1‑212‑474‑1075 or by email at sgoldstein@cravath.com.

Contact
+1 (212) 474-1075
+1 (212) 474-3700