Jean M. McLoughlin
  1. Partner

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

Work Highlights

M&A Advice 
  • An affiliate of Ferrero Group in connection with the acquisition of the Ferrara Candy Group, and the Ferrero Group in connection with its acquisitions of the U.S. confectionery business of Nestlé and Fannie May Confections Brands Inc.
  • Roche on:
    • Various acquisitions, including of Flatiron Health, InterMune, Genentech, Ventana Medical Systems, Adheron and its strategic partnership with Foundation Medicine and subsequent acquisition of 100% of Foundation Medicine
    • Its collaboration with and option to acquire Janus Biotherapeutics and its acquisition of Kapa Biosystems
  • Genuine Parts in its proposed merger of S.P. Richards with Essendant
  • BATS Global Markets in connection with its merger with Direct Edge, its acquisition of Hotspot FX and merger with CBOE
  • Noble in its sales of Noble Americas Energy Solutions and Noble Americas Gas & Power Corp.
  • CP Foods in its acquisition of Bellisio 
  • Lockheed Martin’s purchase of Sikorsky from United Technology
  • Bio-Reference in its sale to OPKO
  • Conagra Foods in its acquisition of Ralcorp and 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 dispositions of ISS, InvestorForce and Financial Engineering Associates, Inc.
  • 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, Citizens Financial Group, Synchrony Financial, Biotie, C1 Bank, Auris Medical, MSCI, Envestnet, EPAM, Michael Kors, AMI Holdings, UltraClean Holdings, Callidus Software and NpTest Holding, and the proposed initial public offering of Braeburn.
Other Matters
  • Advised SIFMA in its comment letter regarding Dodd Frank Act Section 956 regarding financial institution compensation and a submission to Treasury for a report in deregulation
  • Various individual CEO and team management representations
  • 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 and investors of C&J Energy Services with respect to employee benefit issues in its bankruptcy proceedings
  • 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, FedEx, Kadmon, Regions Bank Compensation Committee, Cigna, Ferrero, Sodexo, Chilton, Venture Global LNG, Morgan Stanley, Roche, BBVA, Banco Santander, Intuit and SIFMA.


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

Of Note

Her recent speaking engagements include:

  • Davis Polk webinar, “Restrictive Covenents: Recent Developments, Best Practices and Strategies for Preserving Human Capital,” September 2018
  • Forum of Executive Compensation, September 2017 and 2018 meetings
  • 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