Sandra C. Goldstein, P.C.

Securities 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.
• 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.
• 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.
• Thoma Bravo, as investors in SolarWinds Corporation, representing in a consolidated putative class action in Texas federal court alleging violations of federal securities law stemming from a cybersecurity incident in 2020.  
• JELD-WEN and certain executives, defended in a securities class action filed in Virginia federal court arising from price-fixing allegations and related lawsuits. Settlement achieved in 2021.
• Six Flags and its former CEO and current CFO, won back-to-back dismissals with prejudice in 2021 of purported securities class action and consolidated derivative litigation in Texas federal court regarding the construction of new theme parks in China.
• 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. Won full dismissal. Affirmed on appeal as to all but one category of statements. Ongoing on remand.
• 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.
• Kathryn Mikells, former CFO of The ADT Corporation, defeated all claims against her in a 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 was the subject of an SEC investigation

M&A / Corporate Governance Litigation & Advisory

• Vine Energy Holdings and certain directors of its parent, Vine Energy Inc., defending in shareholder litigation filed in New York, Delaware and Pennsylvania relating to its $2.2 billion sale to Chesapeake Energy.
• 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 in state and federal courts in Pennsylvania, arising from EQT’s $6.7 billion acquisition of Rice Energy.
• NortonLifeLock and its board of directors, defending in numerous shareholder lawsuits relating to its $25 billion acquisition of Avast.
• 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 dismissed.
• The Special Committee of the Board of Directors of Taubman Centers, represented in 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.
• HGGC and one of its affiliated funds, defended in post-close fiduciary duty litigation in the Delaware Court of Chancery arising from its take-private acquisition of Nutraceutical International. Settlement achieved in 2021.
• ArcLight Capital Partners, one of its portfolio companies and certain of its officers and directors, representing 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 (ongoing).
• Amcor Ltd. and Bemis Company, argued and won dismissal with prejudice of a purported class action filed in New York federal court arising from Amcor’s $6.8 billion acquisition of Bemis. Related litigation filed in Missouri state court dismissed.
• WPX Energy and certain members of its board, 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 dismissed.
• Delphi Technologies and its board, defended in litigation filed in Michigan federal court arising from its $3.3 billion sale to Borg Warner. The deal closed and the cases were 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 the Delaware Court of Chancery arising out of 21CF’s $73 billion merger with The Walt Disney Corporation and the separation of Fox Corporation.
• Liqui-Box, a portfolio company of Olympus Partners, represented in litigation filed in New York federal court arising from its $585 million acquisition of Rapak and Worldwide Dispensers from affiliates of D.S. Smith plc (DS Smith). Liqui-Box sued to force DS Smith to fulfill its obligations under the Stock Purchase Agreement, including to use its reasonable best efforts to close the deal, and the deal has now closed.
• 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.
• U.S. Silica, defended in litigation filed in the Delaware Court of Chancery concerning a shareholder books and records demand arising out of the company’s $750 million acquisition of EP Minerals. Plaintiff voluntarily dismissed the case. 
• 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.
• 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.
• 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.
• 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.
• 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.
• 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 PI 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.
• 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.

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

• TMC the metals company, f/k/a Sustainable Opportunities Acquisition Corporation (SOAC), 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 brought in New Jersey federal court by ADP, alleging breaches of restrictive covenant agreements. Defeated ADP’s request for a TRO and preliminary injunction in May 2021. Ongoing. 
• 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.
• Constellation Brands, and a number of its subsidiaries, defending in two lawsuits alleging breach of contract and trademark infringement arising out of a licensing agreement with Modelo de Mexico, an Anheuser-Busch InBev company.
• Grubhub, defended in litigation filed by Yum Restaurant Services Group in New York state court alleging breach of a franchise contract. The case settled on terms favorable to Grubhub in 2021.
• Urban Compass and Robert Reffkin, represented in a trade secrets lawsuit filed in New York state court alleging theft of proprietary information used to boost UC’s value. Kirkland successfully defeated the vast majority of the plaintiff's claims, including his theft of trade secret claim. The remaining claims were successfully settled prior to trial.
• 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).