Jane D. Goldstein
Jane is co-head of the firm's mergers & acquisitions group for North America and maintains offices in both New York and Boston.
Jane is a deal lawyer who advises a wide range of public and private companies and their boards of directors with respect to corporate governance, securities regulation and general legal matters, and frequently represents investment banking firms serving in financial advisory roles. She also has extensive experience counseling U.S. companies in the retail and consumer products industry.
Representative clients include adidas AG, Oscar de la Renta Ltd., General Catalyst, Charlesbank Capital, The TJX Companies, Stride Consumer Partners, Exeter Capital, L.P., PJT Partners and Joseph Altuzarra.
Retail & Consumer Brands
- Represented Dunkin’ Brands Group Inc., one of the leading franchisors of quick service restaurants, including Dunkin’ and Baskin-Robbins, in its $11.3 billion sale to Inspire Brands Inc.
- Represented Town Fair Tire in its sale to Mavis Tire Express Services.
- Represented The TJX Companies, Inc., the leading off-price retailer of apparel and home fashions in the U.S. and worldwide, in its $4 billion registered note offering.
- Represented the Special Committee of the Board of Directors of Vince Holding Corp., a global luxury apparel and accessories brand, in connection with the acquisition of Rebecca Taylor and Parker.
- Represented the Special Committee of the Board of Directors of DAVIDsTEA in its proxy contest with 46% holder Herschel Segal, which resulted in the election of a new seven director slate.
- Represented Exeter Capital in partnering with NOBULL, a high growth athletic footwear, apparel and accessory brand.
- Represented Multi Packaging Solutions Limited, a leading global provider of print-based specialty packaging solutions, in its $2.28 billion sale to WestRock Company
- Represented Maple Leaf Foods, Inc. in its $140 million acquisition of Lightlife Foods, Inc., a leading manufacturer and brand of refrigerated plant-based protein foods in the U.S.
- Represented adidas AG in its sale of Mitchell & Ness Nostalgia Co. Inc., a sports clothing company specializing in nostalgia headwear and apparel
- Represented The Strategic Alternatives Special Committee for Market Basket, a chain of discount supermarkets in the northeast, in its $1.5 billion sale
- Represented Marquee Brands LLC in its
- acquisition of Body Glove, the California-based outdoor sports and surf brand
- acquisition of British men’s clothing brand Ben Sherman and its related intellectual property assets from Oxford Industries, Inc.
- Represented DAVIDsTEA, a provider of a selection of loose-leaf teas, pre-packaged teas, tea sachets, and tea-related gifts and accessories, in its IPO
- Represented Reebok International Ltd. in its sale of The Rockport Company, a New England-based designer and manufacturer of footwear and accessories
- Represented Joseph Altuzarra, a designer of women’s luxury goods, in its sale of a minority interest to Kering SA
- Represented Castanea Partners in its
- investment in The Bruery LLC, a craft brewery
- investment in Yasso, Inc., a manufacturer of novelty ice cream bars
- investment in Donald J. Pliner, Inc., a designer of men’s and women’s footwear and accessories
- investment in Proenza Schouler, LLC, a leading footwear and accessories designer
- investment in Thymes, LLC, a creator of curated fragrance collections across the bath and body and home fragrance categories
- investment in Essentia Water, a leading provider of alkaline drinking water
- Represented Advent International Corp., Berkshire Partners LLC, Weston Presidio and Party City in the $2.69 billion sale of a majority stake of Party City, an operator and franchisor of party goods and supplies stores, to Thomas H. Lee Partners LP
- Represented Timberland Company, a footwear company, in its $2.23 billion sale to V.F. Corporation
- Represented Keurig Green Mountain in its acquisitions of Van Houtte, Inc., Diedrich Coffee, Timothy’s Coffees of the World, Inc., and Tully’s Coffee Corporation
Technology, Media & Telecommunications
- Represented Mercury Systems in its $100 million acquisition of American Panel Corporation, a leading innovator in large area display technology.
- Represented OGSystems, a provider of advanced technologies for geospatial intelligence, big data analytics, and threat mitigation, in its acquisition by Parsons.
- Represented Best Doctors, the world’s leading expert medical consultation company focused on improving health outcomes for the most complex, critical and costly medical issues, in its $440 million sale to Teladoc, Inc.
- Advised HDT Global in a definitive agreement to be acquired by an affiliate of Nexus Capital Management from Charlesbank Capital Partners
- Represented a coalition of investors, including General Catalyst Venture Partners, in a $20 million investment in Black Duck Software, a Burlington, Massachusetts-based open source software firm
- Represented The Special Committee of Ness Technologies, an information technology company, in its $337 million sale to Citi Venture Capital
- Represented Bain Capital in its sale of Loews Cineplex Entertainment, an international motion picture theatre company
- Represented Bain Capital in its $3.36 billion sale of Houghton Mifflin, Inc., a provider of content, services, and technology solutions for educational institutions and consumers
- Project Validate. Ropes & Gray attorneys partnered with the GLBTQ Legal Advocates & Defenders and the Massachusetts Transgender Political Coalition to launch the Transgender ID Project, an initiative created to provide guidance to transgender clients in six New England states with respect to the legal processes related to name changes, including updates to name and gender on federal and state documents.
- Boston Impact Initiative. Advised the Boston Impact Initiative (“BII”), a group that grants and loans funds to community-based businesses and organizations, in the creation of a social impact fund to support BII’s investment work with entrepreneurs in low-income neighborhoods and communities of color, including its investments in:
- DoneGood LLC, an app that helps users discover companies with ethical practices
- Sunwealth Note Pool 1 LLC, a pioneering clean energy investment firm
- Renew NGO Retrofits, a project development firm that specializes in energy efficiency retrofits in New England
- Chocolate Therapy, Inc., a chocolate shop dedicated to providing customers with locally produced chocolates in innovative flavors
- Lawyers Clearinghouse. Represented Lawyers Clearinghouse in two of its nonprofit entity formation matters.
- Rosie’s Place Debt Clinic. Participated in Rosie’s Debt Clinic, a weekly clinic started and administered by Ropes & Gray attorneys in an effort to assist women at the shelter with consumer debt issues.
- Quoted, “Massachusetts Powerhouse: Ropes & Gray,” Law360 (August 5, 2021)
- Quoted, “Mass. Powerhouses Piled Up Wins Amid Uncertainty,” Law360 (August 1, 2021)
- Featured, “The American Lawyer's 2021 Dealmakers of the Year,” The American Lawyer (March 22, 2021)
- Featured, “The List: Closer Look – Jane Goldstein,” The Boston Business Journal (January 29, 2021)
- Co-author, “Fashion Industry Guide for Capital Markets,” Lexis Practice Advisor (June 12, 2020)
- Co-author, “Director Oversight Duties Amidst COVID-19,” Harvard Law School Forum on Corporate Governance (May 8, 2020)
- Co-author, “The Risks of Not Strictly Complying with a “No Shop” Clause,” Ropes & Gray Alert (September 13, 2019)
- Co-author, “In Delaware, notices and deadlines matter,” International Law Office Corporate Finance/M&A Newsletter (July 3, 2019)
- Co-author, “Ropes & Gray Discusses How Notices and Deadlines Matter in Delaware,” Columbia University Law School “Blue Sky Blog” (March 27, 2019)
- Quoted, “M&A Activity Is Booming, but Attorneys' Optimism Is Guarded,” The American Lawyer (March 26, 2019)
- Featured, “How female breadwinners (really) make it work,” The Boston Globe (October 24, 2018)
- Co-author, “Merging Faster: A New Structure for Merger of Equals or Other Large Stock-for-Stock Public Mergers,” Thomson Reuters’ Practical Law (September 24, 2018)
- Quoted, “Massachusetts Powerhouse: Ropes & Gray,” Law360 (August 31, 2018)
- Co-author, “Updated Guidance (and Ground Rules) for Controlling Stockholder Deals,” Harvard Law School Forum on Corporate Governance and Financial Regulation (March 22, 2018)
- Co-author, “Company's unaffected market price is best evidence of fair value for appraisal valuations,” International Law Office Corporate Finance/M&A Newsletter (March 14, 2018)
- Co-author, “Fashion Industry Practice Guide,” Lexis Practice Advisor (November 2017)
- Co-author, “Forging Ahead with “Entire Fairness,” or Playing it Safer (Procedurally Speaking),” Harvard Law School Forum on Corporate Governance and Financial Regulation (September 22, 2017)
- Quoted, “Buyers Struggle To Stomach Valuation Gap Amid Uncertainty,” Law360 (July 6, 2017)
- Co-author, “Delaware Supreme Court clarifies fiduciary duties in sale context,” International Law Office (April 8, 2015)
- Co-author, “Rural Metro decision results in significant liability for financial adviser,” International Law Office (November 19, 2014)
- Co-author, “Appraisal decisions: deal consideration as fair value,” International Law Office (September 17, 2014)
- Jane Goldstein, Christian Westra and Justin Voeks, “Despite favourable ruling, Sotheby's settles with activist investor,” International Law Office’s Corporate/M&A Newsletter (September 3, 2014)
- Jane Goldstein and Jeffrey Koh, “Facial validity of fee-shifting provisions in bylaws of Delaware non-stock corporation,” International Law Office’s Corporate/M&A Newsletter (August 11, 2014)
- Jay Freedman, Jane Goldstein and Larissa Smith, “Financial adviser liable for aiding and abetting board breach of fiduciary duties,” International Law Office (May 7, 2014)
- Peter Welsh, Jane D. Goldstein, Jason Freedman and Robert Moreno, “Court relies on deal price to assess fair value in appraisal action,” International Law Office (April 2, 2014)
- Jane D. Goldstein, Peter Welsh and Martin Crisp, “Court refuses anti-suit injunction despite forum selection clause” International Law Office (March 26, 2014)
- Peter Welsh, Jane D. Goldstein, Jason Freedman and Robert Moreno, “Retail rivals launch competing merger proposals and defensive manoeuvres,” International Law Office (March 12, 2014)
- Jane D. Goldstein, Peter Welsh, Patrick Diaz and Martin Crisp, “Privileged pre-closing communications belong to surviving corporation,” International Law Office (March 5, 2014)
- Jane D. Goldstein and Mark S. Popofsky, “Combatting PAE abuses with the current antitrust arsenal,” InsideCounsel (February 21, 2014)
- Jane Goldstein and C. Thomas Brown, “New York state court finds Kenneth Cole's go-private to be sound,” International Law Office (February 19, 2014)
- Jane D. Goldstein and C. Thomas Brown, “Delaware court advances unified standard for controlling shareholder buy-outs,” International Law Office (November 6, 2013)
- Colleen Conry, Jane Goldstein, Natalie Logan and Alicia Suarez, “The Aftermath of Bangladesh: Best Practices in Foreign Markets,” Chain Store Age (August 5, 2013)
- Howard Glazer, Jane Goldstein and Tara Fisher, “Duty to negotiate in good faith gets enforced,” International Law Office (November 27, 2013)
- James Lidbury and Jane Goldstein, “Process makes perfect,” International Law Office (November 27, 2013)
- Jane Goldstein and C. Thomas Brown, “Delaware court advances unified standard for controlling shareholder buy-outs,” International Law Office (November 6, 2013)
- Jane Goldstein, “M&A in 2012: Out with the Old, in with the New?” Deal Lawyer (January/February 2012)
- Moderator, “Tax Reform – Lessons Learned in 2018,” Kayo Private Equity Summit (October 3, 2018)
- Speaker, Shareholder Activism and the Corporate Response, West Coast Legal Briefing Teleconference (September 2014)
- Speaker, Mergers & Acquisitions, Stanford Law School Eighteenth Annual Directors' College (June 2012)
- Speaker, Delaware Law Developments 2012: What All Business Lawyers Need to Know, Deal Lawyers Roundtable - Practicing Law Institute (PLI (June 2012)
- JD, magna cum laude, Boston University School of Law, 1989; Editor-in-Chief, Annual Review of Banking Law
- BA (French Language and Literature), magna cum laude, Boston University, 1982
Admissions / Qualifications
- Massachusetts, 1989
- New York, 2012
- Global M&A Network -- Top 50: Global M&A Dealmakers (2021)
- Boston Magazine “Top Lawyers” (2021)
- The Deal Consumer, Retail, Food & Beverage Deal of the Year for Dunkin’ Brands in its sale to Inspire Brands (2021)
- IFLR1000 Women Leaders (2021)
- The American Lawyer “Dealmakers of the Year” (2021)
- Lawdragon 500 - Leading Dealmakers in America (2021-2022)
- U.S. News–Best Lawyers “Lawyer of the Year” - M&A (2020)
- IFLR 1000 Leading Lawyer (2013-2017), Highly Regarded (2018-2023)
- The Best Lawyers in America “Lawyer of the Year” - Mergers and Acquisitions Law (2020)
- The Best Lawyers in America (2015-2023)
- Chambers USA: America's Leading Lawyers for Business (2010-2022)
- Expert Guides’ Guide to the World’s Leading Women in Business Law (2014-2016)
- Legal 500 (2013-2018, 2020)
- “Dealmaker of the Week,” The American Lawyer (2010)
- Lawdragon 500 (2011-2013)
- Massachusetts Super Lawyers (2012-2021)