Jean M. McLoughlin
Ms. McLoughlin is a member of Davis Polk’s Corporate Department, concentrating in executive compensation and employee benefits matters. She regularly advises corporate and financial clients on the implementation of management equity programs, the negotiation of executive employment arrangements, and the securities and tax implications of such arrangements.
WORK HIGHLIGHTS
Mergers and Acquisitions Advice
- Roche on its acquisitions of Genentech, VentanaMedical Systems, Nimblegen, 454 Life Sciences, Bioveris and Syntex
- Pepsi in its acquisitions of Pepsi BottlingGroup and Pepsi Americas
- MSCI in its acquisition of RiskMetrics
- FBR Capital Markets in connection with theacquisition by Alo Star Bank of substantially all of the assets of Nexity Bank
- Sodexho Alliance on its acquisition of CircleCompany Associates, its partial acquisition of Marriott International’s foodservices business pursuant to a reverse Morris Trust transaction and itssubsequent acquisition of the remaining shares of Sodexho Marriott Services
- GP Investments in connection with its purchaseof full ownership of Fogo de Chão
- Magnetar Capital in connection with a jointventure with Lehman Brothers
- Mercantile Bankshares on its sale to PNC Bank
- Avista Capital Partners on its acquisition ofthe Minneapolis Star Tribune
- Greenhill & Co. in connection with itsinvestment in FCC Holdings
- Yamanouchi Pharmaceutical on the divestiture ofits consumer businesses in the United States
- Frontpoint on its sale to Morgan Stanley
- Oracle on its acquisitions of PeopleSoft andSiebel
- Yahoo! on its acquisition of Inktomi
- LoudCloud on the sale of its managed servicesbusiness to EDS
- HomeGrocer.com on its acquisition by WebvanGroup
- Francisco Partners on its investments inUltraClean Holdings, CMAC MicroTechnology, American Microsystems and Legerity(a spinoff of the communications product division of Advanced Microsystems)
- Pharmacia & Upjohn on its merger with Monsanto
- Allegiance on a pooling merger with Cardina lHealth
- Domino’s Pizza on a leveraged recapitalization acquisition by Bain
Capital Markets Transactions
Provided benefits advice on the initial publicofferings of MSCI, AMI Holdings, UltraClean Holdings, Callidus Software andNpTest Holding and the proposed initial public offering of EPAM
¦ Represented Morgan Stanley in creating atransferable stock option program for Google
¦ Advised Hewlett Packard in connection with thestock option backdating investigation of its subsidiary, Mercury Interactive,and Barnes & Noble in connection with a stock option investigation
¦ Advised Frontier Airlines with respect toemployee benefit issues in its bankruptcy proceedings
Among clients Ms. McLoughlin has advised on executivecompensation, benefit and stock option issues are Pepsi, NYSE Euronext, MSCI,Chilton, Morgan Stanley, Oracle, Roche, BBVA, Banco Santander, Cadence, Intuit,Novo Nordisk, Affymetrix, Smart Modular and FormFactor.
Capital Markets Transactions
- Provided benefits advice on the initial public offerings of MSCI, AMI Holdings, UltraClean Holdings, Callidus Software and NpTest Holding
- Involved in the representation of Morgan Stanley in creating a transferable stock option program for Google
- Hewlett Packard in connection with the stock option backdating investigation of its subsidiary, Mercury Interactive, and Barnes & Noble in connection with a stock option investigation
- Advised Frontier Airlines with respect to employee benefit issues in its bankruptcy proceedings
- Among clients Ms. McLoughlin has advised on executive compensation, benefit and stock option issues are Oracle, MSCI, Cadence, Intuit, Novo Nordisk, BBVA, Banco Santander, Affymetrix, Smart Modular and FormFactor.
PROFESSIONAL HISTORY
- Partner, 2001-present
- Associate, 1994-2001
- Clerk, Hon. J. Spencer Letts, U.S. District Court, C.D. California 1992-1993
Bar Admissions
- State of New York
- State of California
Education
- B.A., Yale College, 1988, summa cum laude
- J.D., Harvard Law School, 1992, cum laude