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, Noven Pharmaceuticals, Occidental Petroleum and Xerox.
Ms. Goldstein’s current and recent matters include:
- Representing Xerox and certain current and former executives in a shareholder derivative action concerning accounting practices at its subsidiary, Affiliated Computer Services, which were the subject of an SEC investigation.
- Won summary judgment for Xerox in 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.
- Won dismissal of all claims against Kathryn Mikells, the former CFO of The ADT Corporation, in purported class action litigation in Florida federal court alleging that the company misrepresented its financial condition and business prospects in violation of Sections 10(b) and 20(a) of the Securities Exchange Act. Ms. Goldstein also represented Ms. Mikells in obtaining the dismissal of related derivative actions in Florida state court and the Delaware Court of Chancery.
- Won dismissals of derivative and securities class action lawsuits against Barnes & Noble in New York and Delaware courts regarding, among other things, the company’s internal controls and financial reporting, as well as the 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 Barnes & Noble in an SEC investigation into the company’s earnings restatement and other accounting issues; the SEC declined to recommend any enforcement action.
- Successfully represented Tyco International in multidistrict litigation over alleged accounting fraud.
- Successfully represented IBM in a consolidated litigation alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act relating to alleged misrepresentations concerning IBM’s business, financial condition and dividends.
Corporate Governance/M&A Litigation
- Handling putative class action, derivative and other litigation around the country related to deals, including for: 3G Capital Management/H.J. Heinz ($60 billion merger with Kraft Foods); Cigna (proposed $54.2 billion merger with Anthem); Cameron International and its directors ($15 billion acquisition by Schlumberger); Symetra and its directors (proposed $3.8 billion acquisition by Sumitomo Life); and Mylan ($5.6 billion acquisition of Abbott Laboratories’ non‑U.S. developed markets specialty and branded generics business).
- Representing The Williams Companies, related entities and members of Williams’ board in several litigations filed in the Delaware Court of Chancery relating to the company’s now‑terminated $13.8 billion acquisition of Williams Partners and proposed $37.7 billion combination with Energy Transfer Equity (“ETE”), among other shareholder issues. In March 2016, Ms. Goldstein argued and won a motion dismissing one of the lawsuits, which alleged inadequate proxy disclosures in connection with the ETE deal.
- Representing Wilson Sonsini Goodrich & Rosati in litigation related to the 2010 merger between Occam Networks and Calix, for which Wilson Sonsini acted as Occam’s legal counsel.
- Argued and won a motion to dismiss Starwood Hotels & Resorts Worldwide and its directors from a consolidated class action and derivative suit brought by purported Starwood shareholders in Maryland state court challenging the proposed $12.2 billion combination of Starwood and Marriott International.
- Obtained a precedent‑setting victory for First Citizens BancShares and its board of directors 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.
- Obtained dismissal of a “merger‑tax” shareholder suit filed in New York state court against Martin Marietta Materials seeking to enjoin the company’s $2.7 billion acquisition of Texas Industries, after exposing what the court called plaintiff’s “pernicious” litigation tactics.
- Successfully argued against a motion to enjoin Mylan’s $35 billion unsolicited offer to acquire Perrigo and was part of the team that successfully defended Mylan from a $40 billion hostile takeover bid by Teva Pharmaceuticals.
- Successfully argued for dismissal on jurisdictional grounds of a lawsuit filed in Delaware federal court against Kraton Performance Polymers seeking a merger termination fee following the company’s decision to withdraw its recommendation that its stockholders approve a merger with LCY Chemical and LCY Synthetic Rubber.
- Won a landmark decision for Barnes & Noble 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 Zale and its board of directors in successfully arguing against a motion to preliminarily enjoin the company’s $1.4 billion acquisition by Signet Jewelers at 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.
- Successfully argued on behalf of the independent directors of Par Pharmaceutical against plaintiffs’ preliminary injunction motion and request for discovery in New Jersey actions challenging Par’s $1.9 billion acquisition by TPG Capital, paving the way for settlement in a related Delaware action and timely closing of the acquisition.
- 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.
- Successfully 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.
Other Commercial Litigation
- Won dismissals of National Union Fire Insurance Company’s complaint and amended complaint in a lawsuit against Xerox 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.
- Won dismissal of a stockholder derivative action against Novartis 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.
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, 2016)
- “National Star” in Securities Litigation (2013‑2016) and General Commercial Litigation (2012‑2016), Benchmark Litigation
- Leader in Commercial Litigation, The Best Lawyers in America (2016)
- “Litigation Trailblazer,” The National Law Journal (2015)
- “Best in Litigation” Award, Euromoney Legal Media Group’s Americas Women in Business Law (2013, 2015)
- “Top 10 Female Litigators,” Benchmark Top 250 Women in Litigation (2012‑2015)
- “Leading Trial Lawyer” (2011‑2015) and “Leading Lawyer” in Securities Litigation (2014‑2015) and M&A Litigation (2012‑2015), 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 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.