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Jennifer S. Conway


Jennifer S. Conway

Executive Compensation
New York

Head of Executive Compensation practice and a 2023 Law360 Benefits MVP. Advises on the compensation and benefits aspects of M&A, IPOs, spinoffs and other transactions.

Jen is the head of our Executive Compensation practice. She focuses on executive compensation and employee benefits matters, particularly in connection with mergers and acquisitions, spinoffs, initial public offerings 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. In addition, Jen advises senior executives and management teams in negotiating employment and incentive arrangements.

Law360 named Jen a “Benefits MVP of the Year” in 2023. Her work is also recognized by publications including Legal 500 U.S. and 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:

  • ExxonMobil in its $59.5 billion acquisition of Pioneer Natural Resources and $4.9 billion acquisition of Denbury
  • Natura in its $2.525 billion sale of Aesop to L’Oréal
  • Shearman & Sterling in its merger with Allen & Overy
  • SSW Partners in its $1.525 billion sale of Veoneer’s Active Safety business to Magna
  • Ferrero Group in its acquisition of Wells Enterprises
  • Verisk Analytics in its $3.1 billion sale of Wood Mackenzie to Veritas Capital
  • 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 
  • 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.
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The FTC non-compete rule



Law360 – “Benefits MVP of the Year,” 2023 

Chambers USA – Employee Benefits & Executive Compensation, New York

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


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

  • Davis Polk since 2022
  • Partner, Cravath, Swaine & Moore, 2009-2021
  • Associate, Cravath, Swaine & Moore, 2001-2008

Qualifications and admissions

  • State of New York
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