Ms. McLoughlin is a member of Davis Polk & Wardwell’s Corporate Department. She concentrates in executive compensation and employee benefits matters. She regularly advises corporate and financial clients on the implementation of management equity programs, the negotiation of executive employment arrangements, and the securities and tax implications of such arrangements.

Ms. McLoughlin’s significant mergers and acquisitions transactions have included advising Roche on its acquisitions of Ventana Medical Systems, Nimblegen, 454 Life Sciences and Bioveris and its redemption and initial public offering with respect to shares of Genentech; Sodexho Alliance on its acquisition of Circle Company Associates, its partial acquisition of Marriott International’s food services business pursuant to a reverse Morris Trust transaction and its subsequent acquisition of the remaining shares of Sodexho Marriott Services; Magnetar Capital in connection with a joint venture with Lehman Brothers; Mercantile Bankshares on its sale to PNC Bank; Merck on its acquisition of Serono; Avista Capital Partners on its acquisition of the Minneapolis Star Tribune; Greenhill & Co. in connection with its investment in FCC Holdings; Yamanouchi Pharmaceutical on the divestiture of its consumer businesses in the United States; Frontpoint on its sale to Morgan Stanley; Oracle on its acquisitions of PeopleSoft and Siebel; Yahoo! on its acquisition of Inktomi; LoudCloud on the sale of its managed services business to EDS; HomeGrocer.com on its acquisition by Webvan Group; Francisco Partners on its investments in UltraClean Holdings, CMAC MicroTechnology, American Microsystems and Legerity (a spinoff of the communications product division of Advanced Microsystems); Pharmacia & Upjohn on its merger with Monsanto; Allegiance on a pooling merger with Cardinal Health; and Domino’s Pizza on a leveraged recapitalization acquisition by Bain.

Significant capital markets transactions on which Ms. McLoughlin provided benefits advice include representing Morgan Stanley on its initial public offering of MSCI, a wholly owned subsidiary, and AMI Holdings, UltraClean Holdings, Callidus Software and NpTest Holding on their respective initial public offerings. She was involved in the representation of Morgan Stanley in creating a transferable stock option program for Google. She has advised Hewlett Packard in connection with the stock option backdating investigation of its subsidiary, Mercury Interactive, and Barnes & Noble in connection with a stock option investigation. She has advised Frontier Airlines with respect to employee benefit issues in its bankruptcy proceedings. Among clients she has advised on executive compensation, benefit and stock option issues are Oracle, MSCI, Cadence, Intuit, BBVA, Banco Santander, Affymetrix, Smart Modular and FormFactor.

Ms. McLoughlin joined Davis Polk in 1994 and became a partner in 2001.

She graduated, summa cum laude, from Yale University in 1988 and in 1992 received her J.D., cum laude, from Harvard Law School, where she was on the Harvard Law School Board of Student Advisors and recent developments editor of the Harvard Civil Rights - Civil Liberties Law Review. She clerked for the Honorable J. Spencer Letts, U.S. District Court, Central District of California, from 1992 to 1993.