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Lawyers

Jennifer S. Conway

Lawyers

Jennifer S. Conway

Partner
Executive Compensation
New York

Advises on the executive compensation and employee benefits aspects of M&A transactions, IPOs, de-SPACs and other business transactions.

Jen focuses on executive compensation and employee benefit matters, particularly in connection with mergers and acquisitions, spinoffs, initial public offerings, de-SPACs and other business transactions. She also advises public and private companies on the design, implementation and disclosure of equity and cash incentive compensation and retention programs, as well as the negotiation of executive employment and severance agreements.

Jen’s work is recognized by publications including Chambers USA, where a client notes, "Jennifer Conway is a fantastic partner for executive compensation matters. She is detail-oriented, commercial, creative and thoughtful."

Experience highlights

Recent representations:

  • Roper Technologies in its $3.725 billion acquisition of Frontline Education
  • Emerson in its $3 billion sale of its InSinkErator business to Whirlpool
  • Gilead Sciences in its $405 million acquisition of MiroBio
  • Brookfield in its $8.3 billion acquisition of CDK Global
  • GSK in its $3.3 billion acquisition of Affinivax
  • HP in its $3.3 billion acquisition of Poly
  • Elliott Management in its €1.2 billion acquisition of Associazione Calcio Milan (“AC Milan”) by RedBird Capital Partners
  • Natus Medical in its $1.2 billion acquisition by ArchiMed
  • Hemisphere Media Group’s special committee on its going-private acquisition by Searchlight

Jen’s representations before joining Davis Polk include the following:

  • IBM in numerous transactions, including its acquisition of Turbonomics; the sale of its marketing platform and commerce software offerings to Centerbridge; and the sale of its personal computing business and its x86 server business to Lenovo
  • Lindsay Goldberg and its portfolio companies in numerous transactions, including its acquisition of ARYZTA’s North American bakeries business; its acquisition of a majority interest in Pike; its acquisition of the Specialty Papers Business Unit of Glatfelter; its acquisition of the Management Services business from AECOM (now Amentum) with American Securities; and Amentum in its acquisition of PAE
  • Naspers and its related companies, Prosus and OLX, in numerous transactions, including Prosus’s acquisition of Stack Overflow and its PIPE investment in connection with Churchill II SPAC’s merger with Skillsoft and acquisition of Global Knowledge; OLX Brazil’s acquisition of Grupo ZAP; and OLX Group in letgo’s combination with OfferUp 
  • Swvl in its SPAC combination with Queen’s Gambit
  • GasLog in its take-private transaction with BlackRock’s Global Energy & Power Infrastructure Fund
  • Cable One in its acquisition of Fidelity Communications’ data, video and voice business, its acquisition of Clearwave Communications and its acquisition of NewWave Communications
  • Altra in its combination with four operating companies from Fortive’s Automation and Specialty platform
  • Unilever in its acquisitions of OLLY Nutrition and Sundial Brands
  • Linde in its merger of equals with Praxair
  • Time Warner in its sale to AT&T, its investment in Hulu and its spin-offs of AOL and Time Inc.

Insights

Credentials

Recognition

Chambers USA – Employee Benefits & Executive Compensation, New York

Legal 500 U.S. – Employee Benefits, Executive Compensation and Retirement Plans: Transactional

Education
J.D., Columbia Law School
  • James Kent Scholar
  • Managing Editor, Columbia Journal of Transnational Law
B.S.F.S., Georgetown University
  • cum laude
Professional history
  • Partner, Davis Polk, 2022-present
  • Partner, Cravath, Swaine & Moore, 2009-2021
  • Associate, Cravath, Swaine & Moore, 2001-2008
Qualifications and admissions
  • State of New York
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