Sandra C. Goldstein, P.C.

Securities Litigation

• Thoma Bravo, as investors in SolarWinds Corporation, defending in a consolidated putative securities class action and two shareholder derivative suits stemming from a cybersecurity incident in 2020. Won complete dismissal of the Delaware state derivative action in 2022. Ongoing related litigation.
• 3G Capital, one of Kraft Heinz’s largest shareholders, defending in putative securities class action and related derivative litigation filed in Illinois federal court and the Delaware Court of Chancery related to a write-down of Kraft’s assets and the disclosure of an SEC investigation. Won complete dismissal of the Delaware derivative action in 2021.
• Grubhub and its CEO and CFO, defending in a purported securities class action filed in Illinois federal court concerning certain statements about the company’s growth, competitive landscape and strategy.
• Honeywell and certain of its officers and directors, defending in securities class action and derivative litigation filed in New Jersey and Delaware federal courts arising from the company’s accounting for asbestos-related liabilities. Preliminary settlement of the class action achieved in 2021.
• JELD-WEN and certain executives, defended in purported securities class action litigation filed in Virginia federal court arising from price-fixing allegations and related lawsuits. Favorable settlement achieved in 2021. Also handling related derivative litigation in Delaware federal court, which is ongoing.
• Textron and certain of its senior executives, defending in a purported securities class action in New York federal court alleging false and misleading statements about the growth and earnings prospects of a business that Textron acquired.
• Honeywell, defended in purported securities class action litigation filed in Minnesota federal court relating to the financial results for a company spun off from Honeywell. Honeywell was dropped as a defendant.
• Honeywell employee / former officer of Garrett Motion, Inc., defended and won full dismissal in 2022 of putative securities class action in New York federal court arising out of Honeywell's spin-off of Garrett and its accounting for asbestos-related liabilities.
• Xerox, won summary judgment defeating a 13-year-old securities fraud class action in Connecticut federal court alleging more than $2 billion in damages. Sandra argued the appeal before the Second Circuit, which unanimously affirmed the district court’s decision.
• Pitney Bowes and certain of its directors and officers, won dismissal of a class action brought under the federal securities laws in Connecticut state court relating to a 2017 Pitney Bowes debt offering. Sandra previously argued and won a PSLRA discovery stay, the first defense attorney to have succeeded in doing so in over two decades, and then argued and won a motion to dismiss the case. Related derivative actions were voluntarily dismissed.
• 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. Also won dismissal of purported class action and derivative litigation concerning its acquisition of B&N College Booksellers.
• Xerox and certain of its directors and officers, won dismissal of a purported securities fraud class action in New York federal court alleging false and misleading statements regarding the profitability and growth prospects of one of Xerox’s software products. Affirmed on appeal six days after Sandra’s oral argument.
• Former CFO of The ADT Corporation, defeated all claims in purported securities class action in Florida federal court concerning ADT’s financial condition. Sandra also won dismissal of related derivative actions.
• 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 was the subject of an SEC investigation.

M&A / Corporate Governance Litigation & Advisory

• ArcLight Capital Partners, one of its portfolio companies and certain of its officers and directors, defending in two putative class actions in New York and Delaware relating to American Midstream Partners’ take-private transaction with ArcLight. Won complete dismissal in 2021 of the New York action and obtained partial dismissal in 2020 of the Delaware suit, which is ongoing.
• EQT Corporation and certain of its officers and directors, defending in a consolidated putative securities class action, related individual securities fraud lawsuits, and shareholder derivative actions filed in Pennsylvania federal and state courts, arising out of EQT’s $6.7 billion acquisition of Rice Energy.
• Vine Energy Holdings and certain directors of its parent, Vine Energy Inc., defending in shareholder litigation stemming from its $2.2 billion sale to Chesapeake Energy Corporation.
• Noble Corporation and certain of its affiliates and its board of directors, defending in lawsuits filed in New York federal court relating to its $3.4 billion merger with Maersk Drilling.
• Special Committee of the Board of Directors of State Auto Financial, defended in litigation filed in New York federal courts relating to the company’s $2.3 billion sale to Liberty Mutual. The deal closed and the cases were dismissed.
• NortonLifeLock and its board of directors, defended in shareholder litigation stemming from its $25 billion combination with Avast. The deal closed and the cases were dismissed.
• HGGC and one of its affiliated funds, defended in post-close fiduciary duty litigation in Delaware Chancery Court arising from its take-private acquisition of Nutraceutical International. Settlement achieved in 2021.
• CyrusOne, Inc. and certain of its officers and directors, defended in shareholder litigation arising from its $15 billion take-private by KKR and Global Infrastructure Partners. The deal closed and the cases were dismissed in 2022.
• Metromile, Inc. and certain of its officers and directors, defended in shareholder litigation and a Section 220 demand for books and records arising from its $500 million acquisition by Lemonade, Inc.
• Inovalon Holdings and certain of its directors, defended in shareholder litigation and a related appraisal of stock action arising out of Nordic Capital’s $7.3 billion take-private acquisition of Inovalon. Voluntarily dismissed after successful closing.
• Falcon Minerals Corporation, a Blackstone-controlled company, and several of its officers and directors, defended in shareholder litigation stemming from its $1.9 billion combination with Desert Peak Minerals, a Permian Basin pure-play mineral and royalty company. Voluntarily dismissed after closing.
• Parsley Energy, defended in a number of shareholder actions in Delaware and Colorado seeking to enjoin its proposed $2.3 billion acquisition of Jagged Peak Energy. The deal closed and the cases were dismissed.
• TC Pipelines, defended in litigation filed in New York and Delaware relating to its $1.68 billion merger with TC Energy. The deal closed and the cases were voluntarily dismissed.
• Amcor Ltd. and Bemis Co., argued and won dismissal with prejudice of class action litigation filed in New York federal court arising from Amcor’s $6.8 billion acquisition of Bemis. Related Missouri state court litigation dismissed.
• The Special Committee of the Board of Directors of Taubman Centers, represented in “material adverse change” litigation related to the attempted termination by Simon Property Group of its $9.8 billion Taubman acquisition. The case settled on the eve of trial in 2020 with the deal closing.
• WPX Energy, defended in numerous shareholder lawsuits in New York and Delaware relating to its $12 billion merger with Devon Energy. The deal closed and the cases were voluntarily dismissed.
• Fox Corporation and certain former officers and directors of Twenty-First Century Fox, including Rupert Murdoch and his sons, argued and won dismissal of a shareholder derivative lawsuit in Delaware Chancery Court arising from 21CF’s $73 billion merger with The Walt Disney Corporation and the separation of Fox Corporation.
• Callon Petroleum and certain of its officers and directors, defended in putative securities class actions in New York, Texas and Delaware arising from its $3.2 billion merger with Carrizo Oil & Gas. The deal closed and the cases were dismissed.
• 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’s “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.
• SemGroup Corporation and certain of its officers and directors, defended in individual and putative class action litigation arising out of its proposed $5.1 billion sale to Energy Transfer. The deal closed and the cases were dismissed.
• 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.
• 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.
• 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. 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.
• 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.
• 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.
• 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 as a checklist for identifying meritless lawsuits.
• 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 combination with Marriott International.
• Symetra Financial and its directors, defended and successfully resolved a 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 spin-off of one of its business units. The parties settled the case.
• 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.
• 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.
• Confidential U.S. private equity firm and its portfolio company, advised on a potential dispute relating to the repurchase of equity in another company’s stock.
• 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.
• Special committee of the board of directors of J. Crew, defended in 16 purported class actions in New York and Delaware 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.

Sandra’s other M&A-related representations have included Arch Chemicals ($1.4B acquisition by Lonza Group); board of directors of Assisted Living Concepts ($485M sale to TPG Capital); Cigna Corporation ($54.2B merger with Anthem); Delphi Technologies ($3.3B sale to Borg Warner); Delphi Financial Group ($2.7B buyout by Tokio Marine Holdings); Gerber Scientific ($283M sale to Vector Capital); HCA Inc. and its outside directors ($33B leveraged buyout of HCA by a consortium of private equity firms); Integrys Energy and its board of directors ($9.1B acquisition by Wisconsin Energy); JDA Software ($1.9B acquisition by RedPrairie); Johnson & Johnson ($1.1B acquisition of Mentor Corporation and $350M acquisition of Omrix Biopharmaceuticals); The Jones Group ($2.2B sale to Sycamore Partners); KKR & Co. independent directors (KKR’s $2.6B acquisition of KKR Financial Holdings); Liqui-Box ($585M acquisition of Rapak and Worldwide Dispensers from affiliates of D.S. Smith); Marriott Vacations Worldwide ($4.7B acquisition of ILG Inc.); Nalco Holding and its directors ($8.1B merger with Ecolab); Parsley Energy ($2.3B billion Jagged Peak Energy acquisition); United Airlines ($7B merger with Continental); U.S. Silica ($750M acquisition of EP Minerals); and Zale ($1.4B acquisition by Signet Jewelers).

Other Commercial Litigation

• Constellation Brands and a number of its subsidiaries in a unanimous jury verdict after a two-week trial in a breach of contract and trademark infringement lawsuit in New York federal court relating to Corona Hard Seltzer and Modelo Ranch Water arising from a license agreement between Constellation and Modelo, an Anheuser-Busch InBev (ABI) company. ABI and Modelo argued that hard seltzer is not beer under the contract, but the jury disagreed and returned a unanimous verdict for Constellation. The trial team was recognized as runners-up in The Am Law Litigation Daily’s “Litigator of the Week” column for this victory.
• TMC the metals company, representing in breach of contract litigation regarding the violation of PIPE subscription agreements related to its $2.9 billion merger with Deep Green Metals, Inc.
• CEO of Benefitfocus, defending in a lawsuit filed in New Jersey federal court by ADP, alleging breaches of restrictive covenant agreements. Defeated ADP’s request for a temporary restraining order and preliminary injunction in May 2021 and the Third Circuit affirmed on appeal.
• Urban Compass and its founder, represented in a trade secrets lawsuit brought by an individual claiming to be a Compass founder. Case successfully settled prior to trial in 2021.
• Grubhub, defended in litigation filed by Yum Restaurant Services Group alleging breach of a franchise contract. The case settled on terms favorable to Grubhub in 2021.
• Owl Rock Capital, defending in a suit brought by a minority-owned investment firm in New Jersey federal court against Owl Rock, the State of New Jersey Division of Investment, Blackrock and others, alleging aiding and abetting fraud, unfair competition, civil conspiracy, and aiding and abetting RICO violations, arising from alleged discriminatory conduct by the Division of Investment and others, among other claims.
• 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, defended in a dispute filed in New York federal court arising out of the purchase of HSH Nordbank AG.
• 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.

*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).