Kyoko Takahashi Lin
  1. Partner

Ms. Lin is a partner in Davis Polk’s Corporate Department, practicing in the Executive Compensation Group. She advises boards, companies, compensation committees and individual executives on executive compensation, equity-based incentives, deferred compensation, severance plans and other compensatory arrangements, with particular emphasis on issues arising in mergers and acquisitions transactions, initial public offerings and new and joint ventures, as well as for financial institutions. 

She also advises on employment and consulting arrangements, the applicability of securities and tax laws to executives and employers and general employment‑related matters. Ms. Lin is co-editor of the "Davis Polk Briefing: Governance" blog, which covers current topics in corporate governance, securities law and executive compensation.

In her pro bono practice, Ms. Lin has represented individuals seeking asylum in the United States and has advised not-for-profit organizations, including Grameen America and International Arts Movement.

Work Highlights

M&A
  • Comcast's acquisitions of Sky plc, DreamWorks Animation, Buzzfeed, Craftsy, iControl, Ingresso.com, FreeWheel Media, Fandango, Patriot Media Cable Systems, SportsEngine and shares of ARRIS Group
  • Morgan Stanley's pending $7 billion acquisition of Eaton Vance, $13 billion acquisition of E*Trade and $900 million acquisition of Solium Capital
  • Mobile Mini's $6.6 billion merger of equals with WillScot
  • Shire's £46 billion acquisition by Takeda
  • Takeda's $5.3 billion sale of Xiidra, a prescription treatment for dry eye disease, to Novartis
  • IHS Markit's $1.855 billion acquisition of Ipreo and $470 million sale of its Aerospace & Defense business line, Jane's Information Group
  • The Williams Companies’ $1.125 billion combined sale of assets and equity comprising its Four Corners Area business
  • Masco's $1 billion sale of its cabinetry business, Masco Cabinetry, and $725 million sale of Milgard Manufacturing Incorporated
  • GAIN Capital's acquisition by INTL FCStone
  • SLM Corporation (Sallie Mae) in connection with its spin-off of Navient
  • Citigroup’s sale of its subsidiary OneMain Financial to Springleaf and sale of its CVCI funds business
  • Bertelsmann’s combination with Pearson of their trade book publishing companies, Random House and Penguin Group, and its subsequent acquisition of the entire joint venture
  • Mitsubishi UFJ Lease & Finance Company’s acquisition of Jackson Square Aviation, Engine Lease Finance, Beacon Intermodal Leasing and ENGS Holdings Inc.
  • Ruby Tuesday's approximately $335 million acquisition by NRD Capital
  • Citigroup's formation of the Morgan Stanley Smith Barney joint venture
Capital Markets
  • IPOs: AC Immune, ADC Therapeutics, BRP Group, Affimed, Goosehead Insurance, Pactiv Evergreen, REV Group, Reynolds Consumer Products
  • FMC’s IPO of its lithium business (Livent) and its subsequent spin-off of Livent
  • Delphi Automotive post-bankruptcy restructuring and IPO
  • Fogo de Chão's IPO and subsequent $560 million acquisition by Rhône Capital
Other Matters
  • Davis Polk comment letters to the SEC on various issues, including the pay ratio rule and Rule 701/Form S-8

  • Advised SIFMA on its comment letter regarding Dodd-Frank Act Section 956 (regarding incentive compensation) and its submission to Treasury
  • McGraw Hill Financial, Inc. (now S&P Global) and Standard & Poor’s Financial Services LLC in connection with lawsuits brought by the SEC, DOJ and the Attorneys General of numerous states concerning the ratings of residential mortgage-backed securities
  • Other clients that Ms. Lin has advised on compensation and benefits issues include  AIG, Charles River Laboratories, Fifth Third, Marsh & McLennan Companies, Pattern Energy and Ventas.

Recognition

Ms. Lin is recognized as a leading Executive Compensation lawyer:
  • Chambers USA – Employee Benefits and Executive Compensation, New York

Of Note

  • Speaker, Annual Conference of the National Association of Stock Plan Professionals and CHRO Board Academy
  • Participant, Women's 100 Conference of corporate governance professionals
Memberships
  • Member, American Bar Association
  • Member, New York State Bar Association
  • Member, Asian American Bar Association of New York

Professional History

  • Partner, 2006-present
  • Associate, 1996-2006

Bar Admissions

  • State of New York

Education

  • A.B., Government, Harvard University, 1993
    • magna cum laude
  • J.D., Harvard Law School, 1996

Languages

  • Japanese