Andrew H. Goodman

Andrew H. Goodman

Andrew H. Goodman

Andrew Goodman is a partner in Goodwin’s Technology + Life Sciences Group and a member of its M+A/Corporate Governance practice. He represents buyers, sellers, boards of directors, committees and financial advisers in connection with public and private mergers and acquisitions transactions. He also advises boards of directors and committees on shareholder activism, corporate governance and other matters. He works with clients in a variety of industries, including technology and life sciences.

Areas of Practice


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:

M&A Experience

  • 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
  • Williams in its joint venture with Boardwalk Pipeline Partners for the development and construction of the Bluegrass Pipeline system for the transportation of natural gas liquids*
  • Williams Partners in its $725 million joint venture with Marubeni Corporation for the construction and operation of the initial Gulfstar floating production system project*
  • Lamar Advertising Company in its $145 million acquisition of NextMedia Outdoor*
  • 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
  • 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

Shareholder Activism Experience

  • 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.
  • 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.
  • Brightcove in its response to, and entry into a cooperation agreement with, activist hedge fund Tenzing Global.
  • Mac-Gray Corporation in its proxy contests against Moab Partners.

* Denotes experience at previous law firm prior to rejoining Goodwin.

Professional Activities

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.


Mr. Goodman was selected for inclusion in Chambers USA: America’s Leading Lawyers for Business and The Legal 500 United States.



J.D., 2002
Tulane University Law School

(cum laude)

B.A., 1999
University of Rochester

(cum laude)



New York
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