Jean M. McLoughlin
  1. Partner

Ms. McLoughlin is a partner in Davis Polk’s Corporate Department, concentrating in executive compensation and employee benefits matters. She advises corporate, financial and individual clients and compensation committees on compensation disclosure issues, corporate governance and board executive compensation oversight, the implementation of management equity programs, the negotiation of executive employment arrangements, and the securities and tax implications of such arrangements.

Work Highlights

M&A Advice 
  • An affiliate of Ferrero Group in connection with its acquisition of Ferrara Candy Company
  • BATS Global Markets in connection with its merger with Direct Edge, its acquisition of Hotspot FX and its merger with CBOE
  • Noble in its sale of Noble Americas Energy Solutions and its announced sale of Noble Americas Gas & Power Corp.
  • CP Foods in its acquisition of Bellisio
  • Pepsi in its acquisitions of Pepsi Bottling Group and Pepsi Americas, and its purchase of Kevita
  • Lockheed Martin’s purchase of Sikorsky from United Technology
  • Bio-Reference in its sale to OPKO
  • Roche on:
    • Various acquisitions, including of InterMune, Genentech, Ventana Medical Systems, Adheron and its strategic partnership with Foundation Medicine
    • Its collaboration with and option to acquire Janus Biotherapeutics and its acquisition of Kapa Biosystems
  • Conagra Foods in its acquisition of Ralcorp and its sale of its private brands business to Treehouse Foods
  • Cigna in its acquisition of Healthspring
  • NYSE Euronext in connection with benefits issues arising in its acquisition by ICE
  • BBVA in connection with the sale of its Puerto Rico bank to Oriental Financial Group, Inc. and its acquisition of Spring Studio
  • Sodexo on various acquisitions and transactions, including the acquisition of the food services business from Marriott
  • GP Investments in connection with its purchase of the full ownership of Fogo de Chão and its subsequent disposition to Thomas Lee
  • MSCI in its acquisition of RiskMetrics and its disposition of ISS
  • Mercantile Bankshares on its sale to PNC Bank
  • Frontpoint on its sale to Morgan Stanley
  • Oracle on its acquisitions of PeopleSoft and Siebel
  • Domino's Pizza on its sale to Bain
  • Various private equity transactions for Goldman Sachs, GP Investments, Greenhill, Lightyear, Metalmark, Francisco Partners, Avista Capital Partners, Crestview and Tailwind
Capital Markets
  • Advised on the initial public offerings of BATS, Braeburn, Citizens Financial Group, Synchrony Financial, Biotie, C1 Bank, Auris Medical, MSCI, Envestnet, EPAM, Michael Kors, AMI Holdings, UltraClean Holdings, Callidus Software and NpTest Holding
Other Matters
  • Represented Morgan Stanley in creating a transferable stock option program for Google
  • Advised in connection with the stock option backdating investigations of Mercury Interactive and Barnes & Noble
  • Advised Frontier Airlines with respect to employee benefit issues in its bankruptcy proceedings
  • Various individual CEO representations
  • Adviser in various "say on pay" campaigns

Among clients Ms. McLoughlin has advised on executive compensation, benefit and stock option issues are MSCI, Cobalt, NYSE Euronext, Royal Bank of Scotland, EPAM, Regions Bank Compensation Committee, Cigna, Charles River, Ferrero, Sodexo, Chilton, Morgan Stanley, Roche, BBVA, Banco Santander, Intuit and Masco.


Ms. McLoughlin is recognized as a leading lawyer in Chambers USA and Best Lawyers in America.

Of Note

Her recent speaking engagements include:

  • Forum on Executive Compensation, September 2017 meeting
  • CHRO Board Academy, October 2016 meeting, October 2017 meeting
  • PLI’s “Tax Strategies – Tax Compensation in M&A Deals,” 2003-2014
  • NYSE Governance Program, “This Week in the Boardroom,” October 2013

Professional History

  • Partner, 2001-present
  • Northern California office, 2000 - 2005
  • Associate, 1994-2001
  • Law Clerk, Hon. J. Spencer Letts, U.S. District Court, C.D. California, 1992-1993

Bar Admissions

  • State of New York
  • State of California


  • B.A., Yale College, 1988
    • summa cum laude
  • J.D., Harvard Law School, 1992
    • cum laude
    • Recent Developments Editor, Harvard Civil Rights - Civil Liberties Law Review