Amanda K. Toy’s practice focuses on executive compensation and benefits matters.

She advises public and private companies, private investment funds, executives, and boards on a broad range of compensation and employee benefits matters, including in connection with mergers and acquisitions, divestitures, reorganizations, spin-offs, initial public offerings, financings, investments, and other corporate transactions.

Amanda represents clients across various industries on the negotiation, structuring, and implementation of a variety of compensation arrangements, including plans and agreements related to changes-in-control, severance, equity and cash incentives, retention, employment, consulting, termination, and succession.

She also routinely counsels clients on corporate governance and compensation disclosure matters, including in preparation for and during periods of significant corporate change, such as transactions, shareholder activism and senior leadership changes.

Amanda joined the firm as a partner in 2025.

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Notable Experience (Prior to joining Cleary)

Banking and Financial Institutions

  • Heartland Financial in its $2 billion sale to UMB Financial.

  • Black Knight in its $11.9 billion sale to Intercontinental Exchange and related divestitures.

  • Global Payments in its $4 billion acquisition of EVO Payments.

  • Umpqua Holdings in its $8.2 billion combination with Columbia Banking System.

  • BMO in its $16.3 billion acquisition of Bank of the West from BNP Paribas.

  • Webster Financial in its $10.3 billion merger with Sterling Bancorp.

  • PNC in its $11.5 billion acquisition of BBVA USA from Banco Bilbao Vizcaya Argentaria.

  • Huntington in its $22 billion merger with TCF Financial and related branch divestitures.

  • First Horizon in its $3.9 billion merger with IBERIABANK.

  • SunTrust in its $66 billion merger with BB&T to form Truist.

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Healthcare and Life Sciences

  • Cigna in the pending $3.7 billion sale of its Medicare Advantage business to HCSC.

  • Bausch + Lomb in its $2.5 billion acquisition of XIIDRA® from Novartis.

  • Pfizer in its $43 billion acquisition of Seagen.

  • NuVasive in its $3.1 billion sale to Globus Medical.

  • Cigna in the $5.75 billion sale of its life, accident and supplemental benefits business to Chubb.

  • Amgen in its $13.4 billion acquisition of the worldwide rights to Otezla® from Celgene.

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Consumer Products and Retail

  • The Home Depot in its $8 billion acquisition of HD Supply.

  • Panera in its $7.5 billion sale to JAB Holdings.

  • R.R. Donnelley in the simultaneous spin-offs of LSC Communications and Donnelley Financial Solutions.

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Energy, Industrials and Manufacturing

  • Prysmian in its $4.2 billion acquisition of Encore Wire.

  • Jacobs in the spin-off and combination of its Critical Mission Solutions and Cyber & Intelligence businesses with Amentum in a Reverse Morris Trust transaction.

  • CMC Materials in its $6.5 billion sale to Entegris.

  • Cimarex in its $17 billion merger with Cabot Oil & Gas to form Coterra.

  • Marathon Petroleum in the $21 billion sale of Speedway to 7-Eleven.

  • Harris Corporation in its $35 billion merger with L3 Technologies to form L3Harris Technologies.

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Events