Mr. Goodman’s recent work includes:
- Structuring, negotiating and implementing mergers and acquisitions transactions involving public and private buyers and sellers
- Advising boards of directors and committees on shareholder activism, proxy contests and other contests for corporate control, as well as strategic alternatives and fiduciary duties
- Advising public companies in ongoing corporate governance and securities law compliance matters, including proxy statements, registration statements, periodic reports and executive compensation matters
He has recently represented or is representing:
Mergers & Acquisitions
- PAREXEL in its $5 billion sale to Pamplona Capital Management
- Imprivata in its $544 million sale to Thoma Bravo
- Opower in its $532 million sale to Oracle
- Morgan Stanley in its role as financial advisor to Stemcentrx in its $5.8 billion sale to AbbVie
- Ocata Therapeutics in its $380 million sale to Astellas Pharma
- Xoom in its $890 million sale to PayPal
- Millennial Media in its $248 million sale to AOL
- Paydiant in its sale to PayPal
- Teva Pharmaceutical Industries in its disposition of certain assets to Ignyta
- Zoll Medical in its $2.21 billion sale to Asahi Kasei Corporation
- Covidien in its $250 million acquisition of Somanetics
- High Liner Foods in its $230 million acquisition of Icelandic Group’s U.S. and Asia operations
- Syncplicity in its sale to EMC Corporation
- Outright in its sale to Go Daddy
- NeuroFocus in its strategic alternatives exploration process and sale to Nielsen Holdings
- Salary.com in its auction and $80 million sale to Kenexa
- The Princeton Review in its $170 million acquisition of Penn Foster Education Group
- Candela in its review of strategic alternatives and sale to Syneron Medical
- Honest Tea in connection with a strategic investment by Coca-Cola
- Inverness Medical Innovations in its $1.19 billion acquisition of Matria Healthcare
- Morgan Stanley Real Estate Fund in its acquisition of Crescent Real Estate Equities
- Brookfield Properties in its acquisition of Trizec Properties
- Beacon Capital Partners in its sale of private investment funds to Broadway Real Estate Partners
Proxy Contests and Other Shareholder Activism Matters
- Cognizant in the negotiation of its announced cooperation agreement with activist hedge fund, Elliott Management.
- Wells Fargo Multi-Sector Income Fund in its response to shareholder proposals from, and entry into standstill agreement with, activist hedge fund Saba Capital.
- iRobot in its successful proxy contest concerning board representation against activist hedge fund Red Mountain Capital.
- CPS Technologies in its successful defense of a proposed proxy contest and "vote against" campaign by activist hedge fund Horton Group.
- Brightcove in its entry into a cooperation agreement with, and subsequent successful defense of proposed proxy contest by, activist hedge fund Tenzing Global.
- Monogram Residential Trust in its entry into cooperation agreement with activist hedge fund Snow Park Capital.
- PAR Investments in its proxy contest together with Altimeter Capital Management, LP against United Continental Holdings, Inc., culminating in the addition of two investor nominees to the board.
- Relmada Therapeutics in its proxy contest and related litigation against Laidlaw, which sought unsuccessfully to replace a majority of the company’s board.
- Lionbridge in its response to, and entry into a cooperation agreement with, activist hedge fund Glen Capital Partners.
- LoJack in its response to, and entry into a cooperation agreement with, activist hedge fund Engine Capital.
- Mac-Gray Corporation in its proxy contests against Moab Partners.
Mr. Goodman is a member of the American Bar Association, where he has served on the Mergers & Acquisitions Market Trends Subcommittee and the Private Equity M&A Subcommittee of the Mergers & Acquisitions Committee.