Sandra C. Goldstein, P.C.

Corporate Governance/M&A Litigation

• Represented The Williams Companies, related entities and current and former members of Williams’s board in lawsuits in Delaware and Oklahoma relating to the company’s now-terminated $37.7 billion combination with Energy Transfer Equity L.P. (“ETE”). Sandra obtained dismissals in five of these actions. Most recently, the Tenth Circuit affirmed the dismissal of a purported securities class action against the company, its CEO and its former CFO.
• Represented The Spectranetics Corporation in two putative shareholder class action lawsuits in Colorado federal court relating to the €1.9 billion sale of Spectranetics to Koninklijke Philips N.V.
• 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. Sandra successfully argued the appeal before the Delaware Supreme Court, which affirmed the trial court’s decision the day after oral argument. She 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 Sandra’s clients) to appoint a new CEO days after the merger. Sandra 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.
• 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. Sandra 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.
• Represented Martin Marietta Materials in a “merger‑tax” shareholder suit filed in New York state court arising from the company’s $2.7 billion acquisition of Texas Industries. Sandra obtained an opinion following oral argument criticizing plaintiff’s “pernicious” litigation tactics, which has been used as a checklist for identifying meritless lawsuits.
• 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 $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 Xerox and certain of its current and former directors and officers and won dismissal of a purported securities fraud class action in New York federal court alleging that defendants made false and misleading statements regarding the profitability and growth prospects of one of Xerox's software products. Currently handling the appeal in the Second Circuit.
• Representing Honeywell in a putative shareholder class action in New Jersey federal court concerning Honeywell’s accounting for unasserted asbestos liabilities related to Bendix Friction Materials, a business previously owned by Honeywell and sold in 2014.
• Representing Pitney Bowes and certain of its directors and officers in litigation brought under the federal securities laws in state court in Connecticut relating to a 2017 Pitney Bowes debt offering.
• Represented Qualcomm in a purported shareholder class action suit in California federal court filed in the wake of antitrust investigations and litigation brought by Apple concerning the company’s patent licensing and modem chipset businesses. Sandra also represented Qualcomm directors and executives in a shareholder derivative suit in Delaware federal court arising from the antitrust investigations, which plaintiff voluntarily dismissed.
• Represented 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.
• 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. Sandra 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 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 more than $2 billion in damages arising out of the company’s April 1998 restructuring. Sandra argued the appeal before the Second Circuit, which unanimously affirmed the district court’s decision.
• 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. Sandra also represented Ms. Mikells in obtaining the dismissal of related derivative actions in Florida state court and the Delaware Court of Chancery.

Other Commercial Litigation

• Represented Barnes & Noble Booksellers in a purported consumer class action lawsuit in New York federal court concerning digital privacy related to social media. Sandra argued and won decisions denying plaintiff’s motion for preliminary injunction and granting Barnes & Noble’s motion to compel arbitration. 
• 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. Sandra 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.

*Some representations occurred prior to joining Kirkland.

Cravath, Swaine & Moore LLP, 1987–2018

• Head of Litigation, 2010–2016

• Litigation Managing Partner, 2005–2010