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Kyoko Takahashi Lin
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. 

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
  • NBCUniversal's approximately $3.8 billion acquisition of DreamWorks Animation
  • Huatai Securities’ $780 million acquisition of AssetMark

  • MERSCORP Holdings' acquisition by Intercontinental Exchange

  • Shire plc's acquisitions of ViroPharma, Lumena Pharmaceuticals, NPS Pharmaceuticals and Foresight Biotherapeutics

  • Comcast's acquisitions of Buzzfeed, Craftsy, iControl, Ingresso.com, FreeWheel Media, Fandango, Patriot Media Cable Systems, SportsEngine and shares of ARRIS Group

  • C1 Financial's acquisition by Bank of the Ozarks

  • Citigroup’s sale of its subsidiary OneMain Financial to Springleaf

  • Bertelsmann’s combination with Pearson of their trade book publishing companies, Random House and Penguin Group

  • Mitsubishi UFJ Lease & Finance Company’s acquisition of Jackson Square Aviation, Engine Lease Finance and Beacon Intermodal Leasing

  • Morgan Stanley’s sale of its TransMontaigne and global oil merchanting businesses

  • Citigroup's sale of its CVCI funds business

Capital Markets
  • IPOs:  AC Immune, Affimed, Calyxt, Fogo de Chão, Markit, Prosensa, REV Group
  • Delphi Automotive post-bankruptcy restructuring and IPO
Other Matters
  • Advised SIFMA on its comment letter regarding Dodd-Frank Act Section 956 (regarding incentive compensation) and its submission to Treasury
  • Davis Polk comment letters to the SEC regarding various Dodd-Frank Act provisions, including the pay ratio rule

  • 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 ABM Industries, Assurant, Brinker International, First BanCorp, GAIN Capital, IHS Markit, Marsh & McLennan Companies, Pattern Energy, Regions Bank, SLM (Sallie Mae) and TriNet.

Recognition

Ms. Lin is recognized as a leading Executive Compensation lawyer:
  • Chambers USA – "Leading Individual," 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
  • Instructor, Harvard Law School’s annual Problem Solving Workshop Program
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

Contact

  • 450 Lexington Avenue
    New York, NY
    10017
    P: +1 212 450 4706
    F: +1 212 701 5706

Bar Admissions

  • State of New York

Education

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

Languages

  • Japanese