FacultyFaculty/Author Profile
Jean M. McLoughlin

Jean M. McLoughlin

Davis Polk & Wardwell LLP

New York, NY, USA

Ms. McLoughlin is a partner in Davis Polk’s Corporate Department, concentrating in executive compensation and employee benefits matters. She advises corporate, financial and individual clients and compensation committees on compensation disclosure issues, corporate governance and board executive compensation oversight, the implementation of management equity programs, the negotiation of executive employment arrangements, and the securities and tax implications of such arrangements.

Work Highlights

M&A Advice – Notable Transactions

  • Bio-Reference in its proposed sale to OPKO
  • BATS Global Markets in connection with its merger with Direct Edge and its acquisition of Hotspot FX
  • Roche on various acquisitions, including of InterMune, Genentech and Ventana Medical Systems and its strategic partnership with Foundation Medicine
  • Conagra Foods in its acquisition of Ralcorp
  • Cigna in its acquisition of Healthspring
  • NYSE Euronext in connection with benefits issues arising in its acquisition by ICE
  • BBVA in connection with the sale of its Puerto Rico bank to Oriental Financial Group, Inc. and its acquisition of Spring Studio
  • Sodexo on various acquisitions and transactions, including the acquisition of the food services business from Marriott
  • GP Investments in connection with its purchase of the full ownership of Fogo de Chão and its subsequent disposition to Thomas Lee
  • MSCI in its acquisition of RiskMetrics and its disposition of ISS
  • Mercantile Bankshares on its sale to PNC Bank
  • Frontpoint on its sale to Morgan Stanley
  • Oracle on its acquisitions of PeopleSoft and Siebel
  • Domino's Pizza on its sale to Bain
  • Various private equity transactions for Goldman Sachs, GP Investments, Greenhill, Lightyear, Metalmark, Francisco Partners, Avista Capital Partners, Crestview and Tailwind

Capital Markets – Notable Transactions

  • Advised on the initial public offerings of Biotie, Citizens Financial Group (a subsidiary of Royal Bank of Scotland), C1 Bank, Auris Medical, MSCI, EPAM, Michael Kors, AMI Holdings, UltraClean Holdings, Callidus Software and NpTest Holding 

Other Matters

  • Represented Morgan Stanley in creating a transferable stock option program for Google
  • Advised in connection with the stock option backdating investigations of Mercury Interactive and Barnes & Noble
  • Advised Frontier Airlines with respect to employee benefit issues in its bankruptcy proceedings
  • Various individual CEO representations
  • Adviser in various "say on pay" campaigns

Among clients Ms. McLoughlin has advised on executive compensation, benefit and stock option issues are MSCI, NYSE Euronext, Citizens Financial Group, Royal Bank of Scotland, EPAM, Regions Bank Compensation Committee, Cigna, Charles River, Ferrero, Sodexo, Chilton, Morgan Stanley, Roche, BBVA, Banco Santander, Intuit, Novo Nordisk, and Masco.


  • Ms. McLoughlin is recognized as a leading lawyer in Chambers Global.

Of Note

Her recent speaking engagements include:

  • PLI’s “Tax Strategies – Tax Compensation in M&A Deals,” 2003-2014
  • NYSE Governance Program, “This Week in the Boardroom,” October 2013
  • ALI CLE webcast on IRS Code Sections 162(m) and 409A, May 2013


  • Partner, 2001-present
  • Menlo Park office, 2000 - 2005
  • Associate, 1994-2001
  • Law Clerk, Hon. J. Spencer Letts, U.S. District Court, C.D. California, 1992-1993

Bar Admissions

  • State of New York
  • State of California


  • B.A., Yale College, 1988
    • summa cum laude
  • J.D., Harvard Law School, 1992
    • cum laude
  • Recent Developments Editor, Harvard Civil Rights - Civil Liberties Law Review

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