Sandra C. Goldstein, P.C.

Securities Litigation

• Pitney Bowes and certain of its directors and officers, defending in class action litigation brought under the federal securities laws in Connecticut state court relating to a 2017 Pitney Bowes debt offering. Sandra argued and won a PSLRA discovery stay, the first defense attorney to have succeeded in doing so in over two decades. She is also handling a related consolidated derivative action.
• Xerox, won summary judgment defeating 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 1998 restructuring. Sandra argued the appeal before the Second Circuit, which unanimously affirmed the district court’s decision.
• Xerox and certain of its directors and officers, 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. Sandra argued the appeal before the Second Circuit, which affirmed the district court’s decision six days after oral argument.
• 3G Capital, one of Kraft Heinz’s largest shareholders, defending in securities class action and derivative litigation filed in federal courts in New York, Illinois and Pennsylvania related to a write-down of Kraft’s assets and the disclosure of an SEC investigation.
• Honeywell and certain of its officers and directors, defending in securities class action and shareholder derivative litigation filed in New Jersey and Delaware federal courts arising from the company’s accounting for asbestos-related liabilities.
• Barnes & Noble, won dismissal of derivative and securities class action lawsuits filed in New York and Delaware courts concerning the company’s internal controls and financial reporting. Sandra also won dismissal of purported class action and derivative litigation concerning its acquisition of B&N College Booksellers.
• Kathryn Mikells, former CFO of The ADT Corporation, defeated all claims against her in purported securities class action in Florida federal court arising from alleged misrepresentations about ADT’s financial condition. Sandra also won dismissal of related derivative actions in Florida federal court and the Delaware Court of Chancery.
• Mylan and certain directors and officers, defended and successfully narrowed the issues by way of a motion to dismiss in purported securities class action litigation in New York federal court regarding the company’s classification of its EpiPen product under the Medicaid Drug Rebate Program.
• Qualcomm, represented in a purported shareholder class action in California federal court arising from antitrust investigations and litigation brought by Apple and the FTC concerning the company’s licensing and chip businesses. Also represented Qualcomm directors and executives in a shareholder derivative suit in Delaware federal court arising from the antitrust investigations, which plaintiff voluntarily dismissed following briefing on the defendant’s second motion to dismiss.
• Xerox and certain executives, won dismissal of a shareholder derivative action concerning accounting practices at Xerox’s subsidiary, Affiliated Computer Services, which were the subject of an SEC investigation.

M&A / Corporate Governance Litigation & Advisory

• Barnes & Noble, won a landmark decision after trial in the Delaware Court of Chancery upholding the company’s poison pill in a challenge by activist investors. Sandra argued the appeal before the Delaware Supreme Court, which affirmed the trial court’s decision the day after oral argument. She was featured as AmLaw “Litigator of the Week” for her work on this matter.
• First Citizens Bancshares and its board of directors, 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 (later codified by the state legislature) that Delaware corporations can adopt forum-selection bylaws in connection with mergers, even in anticipation of litigation.
• H.J. Heinz, defended and successfully resolved securities and derivative litigation filed in Virginia state and federal courts and Illinois federal court relating to its $60 billion merger with Kraft Foods Group. The transaction closed, creating the third-largest food and beverage company in North America, and the parties reached a settlement of the litigation.
• Mylan, successfully defended against Teva’s $40 billion hostile bid, argued and defeated a preliminary injunction motion in litigation filed in New York federal court challenging Mylan’s $35 billion unsolicited offer for Perrigo, and won dismissal of consolidated putative class action lawsuit in Pennsylvania federal court relating to its $5.6 billion acquisition of Abbott’s generics business.
• Kraton Corporation, 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.
• The Williams Companies, related entities and members of its board, defended in litigation in Delaware and Oklahoma relating to the company’s now-terminated $37.7 billion combination with Energy Transfer Equity (“ETE”). Sandra obtained dismissals in five of these actions. Most recently, she argued before the Tenth Circuit which affirmed the dismissal of a purported securities class action against the company, its CEO and its former CFO.
• Spectranetics Corporation, successfully resolved two putative shareholder class action lawsuits in Colorado federal court relating to its $2.2 billion acquisition by Royal Philips. The cases settled, after which the deal closed.
• Cameron International and its directors, successfully resolved 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.
• Special committee of the board of directors of J. Crew, defended 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, paying the way for the transaction’s timely closure.
• Martin Marietta Materials, won dismissal of 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 a checklist for identifying meritless lawsuits.
• Independent directors of Par Pharmaceuticals, successfully argued against plaintiff’s 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.
• Starwood Hotels and its directors, 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 combinations with Marriott International.
• Symetra Financial and its directors, defended and successfully resolved 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.
• Xerox, successfully resolved litigation brought in Texas federal court by one of its largest shareholders, Darwin Deason, concerning the treatment of his preferred stock in Xerox’s planned spinoff of one of its business units. The parties settled the case.
• Zale and its board of directors, 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.
• Legacy Progress Energy Directors of Duke Energy, represented 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.
• ArcLight Capital Partners, its portfolio company, and certain officers and directors of these companies, defending in purported class action litigation filed in the Delaware Court of Chancery relating to the ArcLight merger with American Midstream Partners, in which plaintiffs assert claims for breach of the limited partnership agreement, breach of the implied covenant of good faith and fair dealing, and unjust enrichment.
• Newfield Exploration Company and its officers and directors, defended in six shareholder suits, including three putative class actions in federal courts in New York and Delaware, arising out of Newfield’s $5.5 billion merger with Encana Corporation. Following Newfield’s agreement to make certain supplemental disclosures, plaintiffs voluntarily dismissed their suits and the transaction closed.
• Rowan Companies and its directors and officers, defended and successfully resolved three putative shareholder class actions filed in federal courts in New York and Texas seeking to block the company’s $12 billion combination with Ensco. The deal closed and the cases were voluntarily dismissed.
• U.S. Silica Holdings, defending in a shareholder action filed in the Delaware Court of Chancery arising out of the company’s $750 million acquisition of EP Minerals, LLC.
• Amcor Ltd. and Bemis Company, defending in individual and purported class action litigation filed in New York federal court and Missouri state court arising out of Amcor’s $6.8 billion acquisition of Bemis.
• Bristol-Myers Squibb, advised on litigation issues relating to its pending $74 billion acquisition of Celgene Corporation, announced in 2019.
• Royal Resources, an entity owned by funds managed by Blackstone Equity Partners and Blackstone Capital Partners, advised on litigation issues relating to its pending $90 billion acquisition of Celgene Corporation, announced in 2019.
• Confidential U.S. private equity firm and its portfolio company, advising on a potential dispute relating to the repurchase of equity in another company’s stock.
• Liqui-Box, Inc., a portfolio company of Olympus Partners, defending in litigation filed in New York federal court arising from its $585 million acquisition of Rapak and Worldwide Dispensers, providers of plastic packaging and products, from D.S. Smith.

Sandra’s other M&A-related representations have included: Arch Chemicals ($1.4B acquisition by Lonza Group; litigation settled); board of directors of Assisted Living Concepts ($485M sale to TPG Capital; litigation settled and voluntarily dismissed); Cigna Corporation ($54.2B merger with Anthem; litigation settled); Delphi Financial Group ($2.7B buyout by Tokio Marine Holdings; litigation settled); Gerber Scientific ($283M sale to Vector Capital; litigation settled); HCA Inc. and its outside directors ($33B leveraged buyout of HCA by a consortium of private equity firms; litigation settled); Integrys Energy and its board of directors ($9.1B acquisition by Wisconsin Energy; litigation settled and dismissed); JDA Software ($1.9B acquisition by RedPrairie; litigation settled and voluntarily dismissed); Johnson & Johnson ($1.1B acquisition of Mentor Corporation and $350M acquisition of Omrix Biopharmaceuticals; litigation settled); The Jones Group ($2.2B sale to Sycamore Partners; litigation settled); KKR & Co. independent directors (KKR’s $2.6B acquisition of KKR Financial Holdings; litigation dismissed); Marriott Vacations Worldwide ($4.7B acquisition of ILG Inc.; litigation voluntarily dismissed); Nalco Holding and its directors ($8.1B merger with Ecolab; litigation settled); and United Airlines ($7B merger with Continental; litigation settled).

Other Commercial Litigation

• Barnes & Noble, successfully defended 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 a preliminary injunction and granting Barnes & Noble’s motion to compel arbitration. She also argued the appeal before the Second Circuit, which dismissed for lack of jurisdiction just two days after oral argument.
• Novartis, 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.
• J.C. Flowers, defending in a dispute filed in New York federal arising out of the purchase of HSH Nordbank AG. An appeal of a discovery order is pending.
• Xerox, 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.
• Urban Compass and Robert Reffkin, defending in a trade secrets lawsuit filed in New York state court alleging theft of proprietary information used to boost UC’s value. Plaintiff claims to have co-founded Compass and seeks an award of stock in the company.

*Some representations occurred prior to joining Kirkland.

Prior to Kirkland, Sandra spent over 30 years at Cravath where she was elected the firm’s first female litigation partner and its youngest partner ever, and led the firm’s litigation department, serving as Head of Litigation (2010–2016) and as Litigation Managing Partner (2005–2010). 

Cravath, Swaine & Moore LLP, 1987–2018

• Head of Litigation, 2010–2016
• Litigation Managing Partner, 2005–2010