Deborah S. Birnbach

Deborah Birnbach is Co-Chair of Goodwin’s Public M&A / Corporate Governance practice and a member of the firm’s Life Sciences Disputes and Complex Litigation & Dispute Resolution practices. She specializes in securities litigation, including class action defense; SEC and internal investigations; M&A-related litigation; stockholder disputes; fiduciary duty claims; and proxy contests. Deborah’s practice is national in scope and clients include public and private companies in healthcare, life sciences and technology, their boards and officers, and private equity firms and their partners.

Deborah represents issuers and their directors and officers in securities and shareholder litigation and corporate governance matters including defending allegations of insider trading, misleading disclosures, M&A transactions, insufficient deal consideration, improper revenue recognition and other alleged accounting irregularities, self-dealing and breach of fiduciary duty, among other issues. With colleagues in the Public M&A / Corporate Governance practice, Deborah works with integrated deal teams on public M&A transactions, representing targets, acquirers and their financial advisers. She also counsels on litigation avoidance, including arbitration, mediation and other alternative dispute resolution methods.

Deborah conducts internal corporate investigations for audit committees and other board committees in financial accounting and corporate governance-related matters, including derivative demands and litigation and whistleblower matters. She also represents clients in FINRA inquiries and in regulatory proceedings brought by the SEC and others in possible accounting irregularities, corporate disclosures to investors and insider trading, among other matters.

Deborah formerly served on the firm’s Executive Committee as well as the Allocations committee. She was also co-chair of Women@Goodwin as well as Goodwin’s Complex Litigation & Dispute Resolution practice.

Deborah has been an officer, a member of the council and co-chair of the Litigation Section and of the Business Litigation Committee of the Boston Bar Association. She has served on the Joint Bar Committee on Judicial Nominations, which reviews, evaluates and makes recommendations on the qualifications of individuals under consideration for judicial appointments in Massachusetts, and on the Merit Selection Committee, which reviews and makes recommendations on the qualifications of candidates for judicial appointments in the U.S. Bankruptcy Court in the District of Massachusetts.

Deborah has been recognized by The Best Lawyers in America as Best Lawyer for her work in Arbitration, Biotechnology and Life Sciences Practice, Litigation - Regulatory Enforcement (SEC, Telecom, Energy) and Litigation - Securities 2019-2026.

Deborah is recognized by Chambers USA for her securities litigation work. Chambers notes that “she is known for excellent judgement and is a great communicator” and is a "terrific advocate who takes a very strategic approach to things." She is also recognized by The Legal 500 US in commercial deals and contracts, M&A litigation: defense, M&A: middle market, securities litigation: defense and shareholder activism: advice to boards; as a litigation, investigations and enforcement Star by LMG Life Sciences; and by Benchmark Litigation as a Litigation Star, Securities. She was recognized by Boston magazine as one of the Top 50 Women Lawyers in Massachusetts, and consecutively selected as a “Massachusetts Super Lawyer” in Securities Litigation by the same publication, and in the Mergers & Acquisitions category. The National Law Journal named Deborah a Mergers & Acquisitions and Antitrust Trailblazer, an award that recognizes 48 attorneys nationwide who have changed their field of law through cutting-edge, innovative work.

Deborah publishes and lectures on securities litigation, corporate governance, mergers and acquisitions and SEC Enforcement issues. Her recent publications include:

• Co-Author, “What Are “Books and Records”? Delaware Reduces Uncertainty Surrounding Stockholder Inspection Rights,” Goodwin Client Alert, March 28, 2025
• Co-Author, “McDonald’s Part Two: Delaware Court of Chancery Dismisses Caremark Claims Against Directors Arising From Sexual Harassment Issues,” Goodwin Client Alert, March 7, 2023
• Co-Author, “2022 Year in Review: Securities Litigation Against Life Sciences Companies,” Goodwin Insights, March 2, 2023
• Co-Author, “Delaware Court of Chancery Finds for the First Time That Officers’ Fiduciary Duties Include Caremark Duty of Oversight, and That Sexual Harassment Is a Breach of the Duty of Loyalty,” Goodwin Client Alert, January 30, 2023
• Co-Author, “SEC Adopts Amendments to Rules Governing Rule 10b5-1 Trading Plans,” Goodwin Client Alert, December 16, 2022
• Co-Author, “SEC Enforcement Against Cheetah Mobile Execs Reflects Heightened Scrutiny of 10b5-1 Plans,” Goodwin Client Alert, September 29, 2022
• Co-Author, “2021 Year in Review: Securities Litigation Against Life Sciences Companies,” Goodwin Insights, February 16, 2022
• Co-Author, “SEC Proposes Amendments to Rule 10b5-1 Trading Plans,” Goodwin Client Alert, December 15, 2021
• Co-Author, “United Food's “New” Delaware Demand Futility Test: The More Things Change, the More They Stay the Same,” Goodwin Client Alert, September 28, 2021