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Jennifer S. Conway


Jennifer S. Conway

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 of Jen, “A true strength is that she makes clients feel comfortable and has a wide knowledge base.”

Experience highlights

Recent representations:

  • Brookfield in its $8.3 billion acquisition of CDK Global
  • HP in its $3.3 billion acquisition of Poly
  • Natus Medical in its $1.2 billion acquisition by ArchiMed
  • The special committee of the board of directors of Hemisphere Media Group in its acquisition by a subsidiary of Gato Investments

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 Partners; 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 Lindsay Goldberg’s acquisition of ARYZTA’s North American bakeries business (now Aspire Bakeries); 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 of their U.S. businesses
  • Swvl in its SPAC combination with Queen’s Gambit
  • GasLog in its take-private transaction with BlackRock’s Global Energy & Power Infrastructure Fund
  • World Fuel Services in the sale of its Multi Service payment solutions business to Corsair Capital
  • Knorr-Bremse in its acquisition of R.H. Sheppard
  • 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.
  • The Washington Post Company in the sale of its newspaper publishing businesses, including The Washington Post newspaper, to Jeff Bezos
  • Grupo Modelo in its combination with Anheuser-Busch InBev




Chambers USA – Employee Benefits & Executive Compensation, New York

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

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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