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

  • Comcast's acquisitions of Sky plc, Buzzfeed, Craftsy, iControl,, FreeWheel Media, Fandango, Patriot Media Cable Systems, SportsEngine and shares of ARRIS Group
  • NBCUniversal's approximately $3.8 billion acquisition of DreamWorks Animation
  • Shire's pending £46 billion acquisition by Takeda
  • Aptiv in connection with its $650 million acquisition of Winchester Interconnect
  • SLM Corporation (Sallie Mae) in connection with the strategic separation of its loan management, servicing and asset recovery business, known as Navient, from its consumer banking business
  • Huatai Securities’ $780 million acquisition of AssetMark
  • MERSCORP Holdings' acquisition by Intercontinental Exchange
  • C1 Financial's acquisition by Bank of the Ozarks
  • 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
  • Mitsubishi UFJ Lease & Finance Company’s acquisition of Jackson Square Aviation, Engine Lease Finance and Beacon Intermodal Leasing, as well as its pending acquisition of ENGS Holdings Inc.
  • Morgan Stanley’s sale of its TransMontaigne and global oil merchanting businesses
  • Fogo de Chão in connection with its $560 million acquisition by Rhône Capital
  • Ruby Tuesday in connection with its approximately $335 million acquisition by NRD Capital
  • Representation of the former CEO of a bank holding company in connection with his hire
  • Citigroup in connection with the formation of the Morgan Stanley Smith Barney joint venture
Capital Markets
  • IPOs:  AC Immune, Affimed, Calyxt, Fogo de Chão, Goosehead Insurance, Markit, Prosensa, REV Group
  • FMC’s IPO of its lithium business (Livent) and its pending separation
  • 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 on various issues, including the pay ratio rule and Rule 701/Form S-8
  • 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 and TriNet.


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
  • 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


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


  • Japanese