AWARDS AND RECOGNITIONS

Jean is recognized as one of the leading employee benefits and executive compensation lawyers by Chambers USA, The Legal 500, The Best Lawyers in America and Super Lawyers. In 2022 and 2021, Jean was recognized as a “Leading Corporate Employment Lawyer” by Lawdragon and named to Crain’s New York Business’s 2021 “Notable Women in Law” list, celebrating talented female attorneys in the New York City metropolitan area. She received her J.D. cum laude from Harvard Law School, where she served on the Harvard Civil Rights-Civil Liberties Law Journal and was a member of the Board of Student Advisors. Jean has also been a member of the YWCA Academy of Women Leaders, an organization which recognizes women for leadership, achievements in their fields and contributions to the success of other women.

EXPERIENCE

Jean counsels clients on issues related to the negotiation of employment incentives and compensation, including management equity arrangements and the associated tax and securities implications. She also advises on matters related to compensation disclosure and oversight of board executive compensation, as well as compensation and benefit issues in transactions and litigation.

Jean’s merger and acquisition representations include:

• Carrier Global in:
  • the $3 billion sale of its commercial and residential fire business to an affiliate of Lone Star Funds
  • the $1.425 billion sale of its Industrial Fire business to Sentinel Capital Partners
  • its strategic partnership with and investment in Montana Technologies
  • the sale of its global commercial refrigeration business to Haier
  • the $4.95 billion sale of its global access solutions business to Honeywell
  • its €12 billion acquisition of Viessmann Climate Solutions
  • its $3.1 billion sale of its Chubb fire and security business to APi Group Corporation
• General Electric in:
  • its reorganization through spin-offs into three separate publicly traded companies, including the completed spin-off of GE Healthcare and the spin-off of GE Vernova
  • the more than $30 billion combination of its jet leasing unit, GE Capital Aviation Services (GECAS), with AerCap Holdings
• Jim Ratcliffe in his acquisition of 25% of Manchester United Football Club
• Casey’s General Stores in its $1.145 billion acquisition of Fikes Wholesale, owner of CEFCO Convenience Stores
• General Mills in its $1.45 billion acquisition of Whitebridge Pet Brands’ North American premium Cat feeding and Pet treating business from NXMH
• Envestnet in its $4.5 billion take-private sale to Bain Capital
• Rodina Capital in:
  • its acquisition of Rubicon Technologies’ fleet technology business unit and convertible preferred equity
  • the sale of its portfolio company, Wastech Corp. to Routeware, a K1 Investment Management portfolio company
• GSK in its:
  • up-to-$50 million acquisition of Elsie Biotechnologies
  • $2 billion acquisition of BELLUS Health
• AbbVie in its up to $212.5 million acquisition of Landos Biopharma
• Endeavor Energy Resources in its $26 billion merger with Diamondback Energy
• General Atlantic in the $4 billion sale of its publicly traded portfolio company, EngageSmart, to Vista Equity Partners
• Restaurant Brands International in its:
  • $1 billion acquisition of Carrols Restaurant Group
  • $1 billion acquisition of Firehouse Restaurant Group
• Mizuho Financial Group in its $550 million acquisition of Greenhill & Co.
• Amazon in its $3.9 billion acquisition of One Medical
• Albireo Pharma in its sale to Ipsen
• LogicBio Therapeutics in its sale to Alexion, AstraZeneca Rare Disease (Alexion)
• Funds managed by affiliates of Apollo Global Management and portfolio companies of Apollo Global Management in various matters including:
  • in the $7.5 billion acquisition of the incumbent local exchange carrier (ILEC) business of Lumen Technologies in 20 U.S. states to create Brightspeed
  • Brightspeed in its $500 million investment by Mubadala Investment Company
  • in their $500 million investment in Cengage Group
  • in their $8.1 billion take-private acquisition of Univar Solutions
  • in its merger with Athene Holding in an all-stock transaction valued at $43 billion
• Shopify in its $2.1 billion acquisition of Deliverr
• General Motors in its $3.45 billion acquisition of SoftBank Vision Fund’s equity ownership stake and assumption of Softbank’s investment obligation in the autonomous vehicle joint venture Cruise
• Nuance Communications in its $19.7 billion sale to Microsoft Corp.
• 3G Capital in its $7.1 billion acquisition of Hunter Douglas
• Rocket Companies in its $1.275 billion acquisition of Truebill
• Lightstone Group in connection with the acquisition of 27 multifamily properties located in the vicinity of Detroit, Michigan
• The Special Committee of the Board of Directors of QAD in its $2 billion sale to Thoma Bravo
• SEAKR Engineering in its sale to Raytheon Technologies
• Translate Bio in its $3.2 billion sale to Sanofi
• Lehigh Hanson in the $2.3 billion sale of its U.S. West region business to Martin Marietta Materials
• Teladoc Health in its $18.5 billion acquisition of Livongo Health
• IG Group Holdings in its $1 billion acquisition of tastytrade
• National General Holdings in its $4 billion sale to The Allstate Corporation
• The Medicines Company in its $9.7 billion sale to Novartis 
• Alexion Pharmaceuticals in its $1.4 billion acquisition of Portola Pharmaceuticals 
• World Wrestling Entertainment in its agreement with Endeavor Group Holdings to merge WWE with UFC to form a new publicly listed company with an enterprise value of $21.4 billion
• Amedisys in its $3.3 billion combination with Optum
• KPS Capital Partners in its $1.8 billion acquisition of Howden and consequently, its $4.4 billion sale of Howden to Chart Industries business to Leidos Holdings
• The Ferrero Group in several acquisitions, including the $2.8 billion acquisition of the U.S. confectionery business of Nestlé, the $115 million acquisition of Fannie May Confections Brands, and the $1.3 billion acquisition of Kellogg’s selected cookie, fruit snack, pie crust and ice cream cone businesses
• An affiliate of the Ferrero Group in connection with the acquisition of the Ferrara Candy Company
• Roche in:
  • numerous multibillion dollar acquisitions, including its $46.8 billion acquisition of Genentech, $8.3 billion acquisition of InterMune, $2.4 billion acquisition of Foundation Medicine, $1.6 billion acquisition of Flatiron Health, and its $4.8 billion acquisition of Spark Therapeutics, as well as the acquisitions of Ventana Medical Systems, Adheron and Kapa Biosystems
  • its collaboration with an option to acquire Janus Biotherapeutics
• Lockheed Martin in its $9 billion acquisition of Sikorsky from United Technologies
• Conagra Foods in its $6.8 billion acquisition of Ralcorp and in its $2.7 billion sale of its private brands business to Treehouse Foods
• Cigna in its $3.8 billion acquisition of Healthspring
• Sodexo in various acquisition and transactions, including the acquisition of the food services business from Marriott
• Oracle in its acquisitions of PeopleSoft and Siebel
• Various private equity transactions for Apollo, KPS, Goldman Sachs, GP Investments, Greenhill, Lightyear, Metalmark, Francisco Partners, Avista Capital Partners, Crestview and Tailwind

Jean’s activist defense representations include:

• Commvault in the activist campaigns by, and settlement agreements with, Elliott Management and Starboard Value
• Crown Castle in its successful proxy fight against Boots Capital
• Emerson Electric in the activist campaign by D.E. Shaw
• Exelixis in its proxy contest against Farallon Capital Partners
• Goodyear in the activist campaign by Elliott Management
• Intel Corporation in the activist investment by Third Point
• Masimo in its proxy contest against Politan Capital Management
• MSCI in its activist campaign by ValueAct
• Perspecta in the activist investment by JANA Partners
• Red Robin Gourmet Burgers in connection with an unsolicited takeover offer from Vintage Capital Management, the adoption of its shareholder rights plan, its proxy contest against and settlement agreement with Vintage, and the activist campaign by VIEX Capital Advisors
• Starbucks Corporation in the activist campaign by Elliott Management and its successful proxy contest against the Strategic Organizing Center, a coalition of labor unions

Jean’s capital markets representations include:

• Advising on the initial public offerings of Savers Value Village, Clear Secure, Rocket Companies, Rackspace, BATS, Citizens Financial Group, Synchrony Financial, Biotie, C1 Bank, Auris Medical, MSCI, Envestnet, EPAM, Michael Kors, AMI Holdings, UltraClean Holdings, Callidus Software and Np Test Holding, the initial public offering of Casdin in its PIPES investment in Fluidigm

Jean’s other representations include:

• Advising SIFMA in its comment letter regarding Dodd Frank Act Section 956 regulations regarding financial institution compensation and a submission to Treasury for a report on deregulation
• Various individual CEO and team management representations
• Morgan Stanley in creating a transferable stock option program for Google
• Advising in connection with the stock option backdating investigations of Mercury Interactive and Barnes & Noble
• Advised Revlon, Proterra, National CineMedia, Diamond Offshore Drilling, Templar Energy, Foresight Energy, the term loan lenders to TOMS Shoes, Frontier Airlines and investors of C&J Energy Services, among others, with respect to employee benefit issues in bankruptcy proceedings

Jean has advised a wide range of clients on executive compensation, benefit and equity plan issues, including: Apollo, Banco Santander, Barnes & Noble, Biogen, BBVA, Carrier, Chilton, Cigna, Citizens Financial Group, Cobalt, Crestview, Domino’s Pizza, EPAM, Etsy, E-Trade, FedEx, Ferrero, General Electric, General Motors, Gore, Intuit, J.Jill, Kadmon, Metalmark, Morgan Stanley, MSCI, NYSE Euronext, Oracle, Proterra, Rackspace, Regions Bank, Revlon, Roche, Royal Bank of Scotland, SIFMA, Signature Bank, Sodexo, Solay, Spectrum Brands, Sun Country Airlines, Teladoc, Vanguard, Venture Global LNG, Vertiv, Visa and Weatherford.

Jean frequently speaks on topics regarding employee benefits and executive compensation. For years, Jean has been a member of the steering committee for the annual Forum on Executive Compensation, where she has co-chaired and led numerous panels. Most recently, she led separate interviews with representatives from the SEC and Institutional Shareholder Services (ISS) on various executive compensation and ISS-related topics. In 2024 and 2023, Jean participated on a panel, “Point and Counterpoint: Negotiating Executive Agreements in the Private Company Space,” as part of the PLI’s Cool Compensation Considerations for the Private Company: Pay, Performance, and Perspectives program. In 2022, Jean wrote about executive compensation issues for NACD BoardTalk Blog and in Corporate Secretary. In 2021 and 2022, Jean participated on a panel, “Executive Compensation Considerations for the Pre-IPO Company,” as part of the PLI’s Cool Compensation Considerations for the Private Company: Pay, Performance and Perspectives program. In 2019, she led a panel titled, “Recent Trends in Employment Arrangements: #MeToo, Restrictive Covenant Developments, MegaGrants and Other Topics du Jour.” Jean also participated in a September 2019 PLI panel on “Hot Issues in Executive Compensation 2019.” Other speaking engagements include a webinar on the topic of “Restrictive Covenants: Recent Developments, Best Practices and Strategies for Preserving Human Capital”; CHRO Board Academy; PLI’s “Tax Strategies – Tax Compensation in M&A Deals”; and the NYSE Governance Program “This Week in the Boardroom,” among others.

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