Jeffrey P. Crandall
  1. Partner

Mr. Crandall is a partner in Davis Polk’s Corporate Department and head of the Executive Compensation Group. He has substantial experience in executive compensation and employee benefits, both in the public and private transactional context and in day-to-day matters involving the design, implementation and disclosure of senior executive compensation and benefit arrangements.

He also concentrates in compensation and ERISA matters relating to financial institution, investment management, private equity and hedge fund clients. 

Mr. Crandall has extensive experience in structuring carry plans and other forms of manager and investment professional participation in private funds and in the ERISA aspects of the investment and management of pension plan assets under private funds and various other products and arrangements.


Work Highlights

M&A Advice
  • IHS Markit in its merger with S&P Global
  • Charles Schwab in its acquisition of TD Ameritrade
  • Brookfield in its acquisition of Johnson Controls’ Power Solutions business
  • General Electric in the merger of GE Transportation and Wabtec
  • ABB in its acquisition of GE Industrial Solutions
  • SUEZ in its acquisition of GE Water & Process Technologies
  • ORIX USA in its acquisition of NXT Capital
  • Silver Lake in its investment in WPEngine
  • Advanced Accelerator Applications in its acquisition by Novartis
  • Loews in its acquisition of Consolidated Container Company
  • The Special Committee of Nationstar Mortgage in its merger with WMIH Corp.
  • Fortress Investment Group’s Special Committee in the acquisition of Fortress by SoftBank
  • Technip in its combination with FMC Technologies
  • Markit in its merger with IHS
  • Aetna in its acquisition of Humana
  • Baker Hughes in its proposed sale to Halliburton
  • Emera in its acquisition of TECO Energy
  • Emerson in the sale of its Network Power, Leroy-Somer and Control Techniques businesses
  • Emerson in its acquisitions of General Electric’s Intelligent Platforms business, Textron’s Tools and Test Equipment business, Open Systems International and Paradigm
  • Charles River Laboratories in its aquisition of WIL Research
  • SS&C Technologies in its acquisitions of Intralinks, DST Systems, Advent Software, Citigroup’s Alternative Investor Services business and Primatics Financial
  • Solvay in its acquisitions of Chemlogics and Cytec and the sale of its Eco Services business unit
  • Verisk Analytics in its acquisition of Wood Mackenzie
  • Goldman Sachs and Rhone Capital in the acquisition of Neovia Logistics
  • Sterling Financial in its merger with Umpqua
  • JPMorgan Chase in the sale of a portfolio of loans to Sankaty Advisors
  • Crestview Partners in the sale of Symbion
  • Goldman Sachs in its acquisition of Ipreo with Blackstone
  • SWS Group’s special committee in the acquisition of SWS Group by Hilltop
  • Goldman Sachs and Vestar Capital Partners in the acquisition of Hearthside Food Solutions
  • Chemtura Corporation in its sale to LANXESS, the sale of its Antioxidant and UV Stabilizers business to SK Capital Partners and the sale of its Consumer Products business to KIK Custom Products
  • Metalmark Capital in the sale of Tegrant Corporation and the acquisition and subsequent sale of Hoffmaster
  • TE Connectivity in the sale of its touch solutions business and the acquisition of Measurement Specialties
  • NEC in its acquisition of Convergys’ information management business
  • Merrill Lynch & Co. in its acquisition by Bank of America and its acquisitions of Herzog, Heine, Geduld, Inc., Petrie Parkman & Co. and Smith New Court plc
  • Citicorp in its merger with The Travelers Group Inc.
Capital Markets Transactions
  • VF Corporation in its spinoff of Kontoor Brands
  • Contura Energy in its listing on the New York Stock Exchange
  • Emerson in its proposed spinoff of its Network Power business
  • Murphy Oil in its spinoff of Murphy USA
  • WebMD Health in its initial public offering
Other Matters
  • Galleon Management L.P. in connection with the wind-down of its investment funds
  • Credit Lyonnais in the establishment and operation of private equity and real estate funds in Asia
  • Various issuers and underwriters in connection with the application of ERISA to collateralized debt offerings and other asset securitizations
  • Various investment funds in connection with their private placement of fund interests to institutional investors (including ERISA plans)
  • Various venture capital and start-up companies in connection with their implementation of executive compensation and management equity arrangements
  • Various investment funds and asset managers in a wide variety of transactions


  • Chambers USA 2020 – Employee Benefits & Executive Compensation 
  • Best Lawyers - U.S. News & World Report 2021 – Best Lawyer, Employee Benefits (ERISA) Law

Of Note

  • Director, AIESEC U.S., 1999-2014; Chairman of the Board, 2005-2009
  • Co-Author, “Employee Benefits Issues in Mergers & Acquisitions Transactions, Due Diligence, and Identifying Compensation and Employee Benefits Issues,” PLI ERISA 2015: The Evolving World
  • Co-presenter at 2014 PLI webcast: “Performance-Based Executive Compensation: Governance and Litigation Considerations for Employers, Directors, Institutional Investors and Their Counsel”
  • Speaker, "Selected Issues Under the Internal Revenue Code Affecting Equity-Based Compensation Plans," PLI Hot Issues in Executive Compensation 2012
  • Speaker, “Consolidation in the Financial Services Industry: Key Issues under ERISA and Section 4975 of the Internal Revenue Code,” PLI Pension Plan Investments 2010: Current Perspectives
  • Practitioner Faculty, State University of New York at Buffalo School of Law – New York City Program in Finance and Law, 2006-present
  • Co-author, chapter on “Funding Mechanisms for Nonqualified Deferred Compensation Plans and Arrangements” in Executive Compensation (Michael S. Sirkin & Lawrence K. Cagney, eds., 1996)

Professional History

  • Partner, Davis Polk, 2011-present
  • Partner, Shearman & Sterling, 1998-2011
  • Counsel/Associate, Shearman & Sterling, 1984-1997

Practice Focus

Bar Admissions

  • State of New York


  • B.A., SUNY Binghamton University, 1979
  • J.D., SUNY University at Buffalo School of Law, 1982
    • Editor, Buffalo Law Review
  • LL.M., Taxation, New York University School of Law, 1986