Sean Donahue

Sean M. Donahue

PartnerChair, Public Company Advisory Practice
he/him/his
Sean M. Donahue
Washington, DC
+1 202 346 4207

Sean Donahue is a partner in Goodwin’s Capital Markets practice and Shareholder Activism & Takeover Defense practice, chair of the firm’s Public Company Advisory practice, and co-chair of the firm’s ESG & Impact practice. Drawing on his previous experience as an attorney in the SEC’s Division of Corporation Finance, he counsels public companies and their Boards of Directors on securities regulation, shareholder activism defense, capital markets transactions, mergers and acquisitions, and corporate governance matters.

Sean is chair of Goodwin’s Public Company Advisory practice, which serves as the firm’s SEC National Office for securities regulatory matters, SEC reporting and compliance, corporate governance issues, and capital markets transactions. He also spends a significant amount of his time counseling public companies and their Boards of Directors on shareholder activism and takeover defense matters. Sean has been involved in hundreds of activism and takeover defense situations, including numerous high-profile proxy contests. He has been recognized by the Legal 500 in the area of “Shareholder Activism: Advice to Boards”.

Experience

Sean's representative experience includes advising on the following matters:

Proxy Contests and Activist Campaigns

  • A publicly held provider of outdoor products and accessories in its defense against a threatened proxy contest
  • A publicly held ETF sponsor and index developer in its defense against a threatened proxy contest
  • A publicly held provider of corporate travel services in its defense against a threatened proxy contest
  • A publicly held life sciences company in its defense against a proxy contest and unsolicited acquisition proposal
  • A publicly held life sciences company in its defense against a proxy contest*
  • A publicly held incubator of technology-driven businesses in its defense against a possible proxy contest*
  • A publicly held telecommunication company in its defense against a possible proxy contest
  • A publicly held mortgage REIT in its defense against a proxy contest*
  • A publicly held provider of social media mobile applications in its defense against a threatened proxy contest*
  • A publicly held regional bank in its defense against a threatened proxy contest*
  • A publicly held provider of cloud-based services for healthcare service providers in its defense against a possible activist campaign*
  • A large industrial manufacturer in its defense against a possible activist campaign*
  • A publicly held provider of mobile location-based marketing solutions in its defense against a proxy contest seeking control of its board of directors*
  • A publicly held provider of mobile location-based marketing solutions in its defense against a consent solicitation seeking control of its board of directors*
  • A publicly held provider of haptic technology solutions in its defense against a proxy contest*
  • A publicly held automobile industry software company in its defense against a proxy contest*
  • A publicly held software and services company in its defense against a proxy contest*
  • A publicly held regional bank in its defense against a proxy contest*
  • A publicly held investment holding company in its defense against a special meeting demand and proxy contest*
  • A publicly held software company in its defense against a campaign to withhold votes from directors*
  • A publicly held apparel manufacturer wholesaler and retailer in its defense against a proxy contest*
  • A publicly held automobile parts retailer in its defense against a proxy contest*
  • A publicly held automobile parts manufacturer in its defense against a proxy contest*
  • A publicly held waste management company in its defense against a proxy contest*
  • A publicly held biotechnology company in its defense against a proxy contest*

Unsolicited Takeovers

  • A publicly held life sciences company in its defense against an unsolicited acquisition proposal
  • A publicly held consumer goods company in its defense against an unsolicited acquisition proposal*
  • A publicly held mortgage REIT in its defense against an unsolicited externalization proposal to take control of the REIT’s assets*
  • A publicly held automobile parts retailer in its defense against an unsolicited acquisition proposal*

Mergers & Acquisitions

  • A publicly traded government contractor in its take-private acquisition by a financial buyer 
  • A publicly traded commercial-stage biopharmaceutical company in its sale to a global specialty pharmaceutical company structured as a public tender offer followed by a statutory merger*
  • A financial buyer in its take-private acquisition of a technology company that has a product portfolio that includes screen protection, mobile keyboards, power management solutions, social tech, and personal audio*
  • A publicly traded consumer goods company in its acquisition of a housewares company for consideration consisting of common stock and cash; obtained shareholder approval for the issuance of the common stock by the acquirer prior to the closing of the merger*
  • A publicly traded developer of enterprise applications in a two-step merger structured as a public tender offer followed by a statutory merger*
  • A publicly traded life sciences company in a two-step merger structured as a public tender offer followed by a statutory merger*

Capital Markets Transactions

  • An NYSE-listed manufacturer of consumer and professional products ($23 billion market cap)
    • The company in a $500 million public debt offering of Senior Notes*
    • The company in a $400 million public debt offering of Senior Notes*
    • The company in a $600 million public debt offering of Senior Notes*
    • The company in a $300 million public debt offering of Senior Notes*

  • An NYSE-listed manufacturer of insulation, roofing, and fiberglass composites ($10 billion market cap)
    • Underwriters in a $300 million public debt offering of Senior Notes*
    • Underwriters in a $450 million public green bond offering of Senior Notes and a concurrent cash tender offer for Senior Notes*
    • Underwriters in a $400 million public debt offering of Senior Notes*
    • Underwriters in a $600 million public debt offering of Senior Notes and a concurrent cash tender offer for Senior Notes*
    • Underwriters in a $400 million public debt offering of Senior Notes and a concurrent cash tender offer for Senior Notes*

  • A formerly NYSE-listed real estate investment trust owning electric transmission assets
    • Independent members of the board of directors of a real estate investment trust (REIT) in connection with an initial public offering of $460 million of common stock*

  • A formerly NYSE-listed retail propane marketer
    • The company in a $525 million public debt offering of Senior Notes and a concurrent cash tender offer for Senior Notes*
    • The company in a $700 million public debt offering of Senior Notes and a concurrent cash tender offer for Senior Notes*
    • The company in a $1.35 billion public debt offering of Senior Notes and a concurrent cash tender offer for Senior Notes*
    • The company in a $389 million public equity offering of common units*
    • The company in a $342 million public equity offering of common units*
    • The company in a $357 million public equity offering of common units*
    • The company in a $332 million public equity offering of common units and a concurrent cash tender offer for Senior Notes*
    • The company in a $1.55 billion public debt offering of Senior Notes*
    • The company in a $450 million public debt offering of Senior Notes and a concurrent cash tender offer for Senior Notes*

  • An NYSE-listed natural gas distribution utility ($1.7 billion market cap)
    • The company in its public offering of $150 million of Secured Medium Term Notes*
    • The company in its public offering of $140 million of Secured Medium Term Notes*
    • The company in its private offering of $50 million of Senior Notes*
    • The company in its public offering of $100 million of Secured Medium Term Notes* 
    • The company in its public offering of $55 million of common stock*

  • A formerly NYSE-listed global insurance company
    • The company in a $600 million public debt offering of Senior Notes*

  • An NYSE-listed leading steel producer ($4.5 billion market cap)
    • The company in a $400 million public debt offering of Senior Notes*

  • An NYSE-listed financial holding company ($2.6 billion market cap)
    • The company in a $114 million public resale offering of its common stock*
    • The company in a $127 million public resale offering of its common stock*
    • The company in a $101 million public resale offering of its common stock*
    • The company in a $189 million public resale offering of its common stock*
    • The company in a public exchange offer of $44 million of common stock for preferred stock and a concurrent consent solicitation*
    • The company in a $37 million public rights offering of its common stock*

  • An SEC-registered natural gas distribution utility
    • The company in a $150 million private debt offering of Senior Notes*
    • The company in a $400 million private debt offering of Senior Notes*
    • The company in a $175 million private debt offering of Senior Notes*

  • An SEC-registered electric utility
    • The company in a $325 million public debt offering of Senior Notes*
    • The company in a $300 million public green bond offering of Senior Notes*
    • The company in a $350 million public debt offering of Senior Notes*
    • The company in a $300 million public debt offering of Senior Notes*
    • The company in a $300 million private debt offering of Senior Notes and a subsequent public exchange offer of Senior Notes*

SPAC Transactions

  • A SPAC in a merger agreement for a business combination with an electric-vehicle technology startup*
  • A SPAC in a definitive business combination agreement with a global independent advisory firm*
  • A SPAC in connection with its more than $700 million business combination with an ecommerce platform for purchasing automobiles*

Green Bond Offerings

  • An SEC-registered electric utility in a $300 million public green bond offering of Senior Notes*
  • A leading lithium company in the private offering of $225 million convertible green bonds* 
  • Underwriters in a $450 million public green bond offering of Senior Notes for an NYSE-listed manufacturer of insulation, roofing, and fiberglass composites*

*Denotes experience prior to joining Goodwin.

Professional Experience

Prior to joining Goodwin, Sean was most recently a partner at Morgan Lewis & Bockius. Previous to his time at Morgan Lewis, Sean served as an attorney-adviser with the SEC in the Division of Corporation Finance. While at the SEC, he worked on a number of transactional and securities compliance matters.

Professional Activities

Sean is a member of the Securities Law Committee for the Society for Corporate Governance, and a member of the Federal Regulation of Securities Committee for the American Bar Association where he serves as Vice-Chair of the Proxy Statements and Business Combinations Subcommittee.

Credentials

Education

LLMSecurities and Financial Regulation2009

Georgetown University Law Center

(with distinction)

JD2007

Cleveland Marshall College of Law

(cum laude)

MBA2007

Cleveland State University

(summa cum laude)

BS2004

Duquesne University

(cum laude)

Admissions

Bars

  • District of Columbia
  • New York

Recognition & Awards

Sean has been selected for inclusion in The Legal 500 U.S. 2022. 

Publications

Sean’s publications include:

  • Co-Author, “SEC Releases Guidance on Disclosure Considerations for China-Based Issuers,” The CLS Blue Sky Blog: Columbia Law School's Blog on Corporations and the Capital Markets, December 3, 2020
  • Co-Author, “Going Public Through A SPAC,” INSIGHTS: The Corporate & Securities Law Advisor, November 2020
  • Co-Author, “The Impact of COVID-19 on Shareholder Activism,” Harvard Law School Forum on Corporate Governance, April 12, 2020
  • Co-Author, “The Misplaced Focus of the ISS Policy on NOL Poison Pills,” Harvard Law School Forum on Corporate Governance, August 16, 2018
  • Author, “Lessons Learned from CSX Corp. v. Children’s Investment Fund Management and Proposals for Reform,” 4 Brook. J. Corp. Fin. & Com. L. 221, 2010
  • Author, “Section 162(m): Executive Compensation and the Implications of Revenue Ruling 2008-13,” 8 Appalachian J.L. 89, 2009
  • Author, “Executive Compensation: The New Executive Compensation Rules Do Not Result in Complete Disclosure,” 13 Fordham J. Corp. & Fin. L. 59, 2008
  • Author, “Hedge Fund Regulation: The Amended Investment Advisers Act Does Not Protect Investors from the Problems Created By Hedge Funds,” 55 Cleveland State Law Review 235, 2007

He is also a frequent speaker on related topics.

  • Co-Presenter, “Shareholder Activism”, Women in the Boardroom, Virtual Presentation, May 20, 2021
  • Co-Presenter, “Regulatory Changes Impacting the Board Room, UCLA Anderson Executive Education Corporate Governance Program, Virtual Presentation, April 29, 2021
  • Co-Presenter, “Key SEC Developments,” Center for Professional Education Seminar, Tysons Corner, VA, September 18, 2017
  • Co-Presenter, “The Future of the Public Company Board: How the Threat of Activism Has Influenced Director Behavior,” Activist Investing in Canada, Toronto, Ontario, November 14, 2016
  • Co-Presenter, “How the National Election Results Will Impact Washington, D.C. and the SEC,” Houston Chapter of the Society for Corporate Governance, Houston, TX, October 12, 2016