Andrew H. Goodman

Andrew Goodman is a partner in Goodwin’s Technology and Life Sciences groups, and a member of its Public M&A/Corporate Governance practice and Shareholder Activism & Takeover Defense practice. His practice focuses on public company mergers and acquisitions, friendly and hostile M&A, corporate governance, shareholder activism defense, and contested situations. He works with clients in a variety of industries, including technology and life sciences.

Andrew’s recent work includes:

• Significant experience in cross-border and domestic public company M&A, including mergers-of-equals and LBOs
• Advising public companies and their boards of directors and committees on issues of fiduciary duties and corporate governance particularly in the contexts of change in control transactions and shareholder activis
• Counseling public company boards of directors and committees on shareholder activism campaigns and director election contests, opposition to M&A transactions, and other contests for corporate control

He has recently represented or is representing:

Public Company Mergers & Acquisitions

• Forma Therapeutics in its $1.1 billion sale to Novo Nordisk
• Concert Pharmaceuticals in its sale to Sun Pharma for $576 million in upfront cash plus contingent value rights (CVRs)
• Checkmate Pharmaceuticals in its $250 million sale to Regeneron Pharmaceuticals
• Virtusa in its $2 billion sale to Baring Private Equity Asia in a "going private" transaction
• Leaf Group in its $323 million sale to Graham Holdings Company
• Xeris Pharmaceuticals in its cross-border acquisition of Strongbridge Biopharma for stock and contingent value rights (CVRs) valued at $267 million
• LaSalle Hotel Properties in its response to unsolicited public acquisition proposals from Pebblebrook Hotel Trust, leading to its proposed $4.8 billion sale to Blackstone in a “going private” transaction, and subsequent acceptance of topping bid from, and $5.2 billion cash and shares acquisition by, Pebblebrook Hotel Trust
• PAREXEL in its $5 billion sale to Pamplona Capital Management in a "going private" transaction
• Amplify Snack Brands (the maker of SkinnyPop popcorn) in its $1.6 billion sale to Hershey
• Ipsen in its cross-border acquisition of Clementia Pharmaceuticals for up to $1.3 billion in upfront cash and contingent value rights (CVRs)
• Monotype in its $825 million sale to HGGC in a "going private" transaction
• Control4 in its $680 million sale to SnapAV, a portfolio company of Hellman & Friedman
• Dimension Therapeutics in its proposed sale to RegenxBio and subsequent acceptance of topping bid from, and $151 million sale to, Ultragenyx
• Ocera Therapeutics in its sale to Mallinckrodt for up to $117 million in upfront cash and contingent value rights (CVRs)
• Imprivata in its $544 million sale to Thoma Bravo in a "going private" transaction
• 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
• Concert Pharmaceuticals in its disposition of certain assets to Vertex Pharmaceuticals
• Zoll Medical in its $2.21 billion sale to Asahi Kasei Corporation
• Covidien in its $250 million acquisition of Somanetics
• Neos Therapeutics in its all-stock merger with Aytu BioScience
• Aerpio Pharmaceuticals in its “reverse” merger with Aadi Bioscience, concurrent $155 million PIPE financing, and related contingent value rights (CVRs)
• resTORbio in its “reverse” merger with Adicet Bio, and related contingent value rights (CVRs)
• Unum Therapeutics in its simultaneous sign and close “reverse” merger with Kiq, concurrent $104 million PIPE financing, and related contingent value rights (CVRs)
• Anelixis Therapeutics in its simultaneous sign and close “reverse” merger with Novus Therapeutics, and concurrent $108 million PIPE financing
• Zafgen in its “reverse” merger with Chondrial Therapeutics (operating as Larimar Therapeutics)
• Inotek Pharmaceuticals in its “reverse” merger with Rocket Pharma
• Precipio Diagnostics in its “reverse” merger with Transgenomic and related financing transaction
• High Liner Foods in its $230 million acquisition of Icelandic Group’s U.S. and Asia operations
• 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 $6.5 billion acquisition of Crescent Real Estate Equities
• Brookfield Properties in its $9.3 billion acquisition of Trizec Properties
• Beacon Capital Partners in its $4.8 billion sale of private investment funds to Broadway Real Estate Partners

Proxy Contests and Other Shareholder Activism Defense Matters

• Rapid Micro Biosystems in its defense of an unsolicited takeover proposal by Kennedy Lewis Management, and its adoption of a limited duration stockholder rights plan
• WisdomTree Investments in its defense against, and entry into cooperation agreement with, ETFS Capital Limited and Lion Point Capital, and its adoption of a limited duration stockholder rights plan
• KVH Industries its defense against, and entry into cooperation agreement with, Black Diamond Capital Management, and its adoption of a limited duration stockholder rights plan
• Cedar Realty Trust in its defense against, and entry into cooperation agreements with, Camac Partners and Ewing Morris & Co.
• Virtusa in its defense against, and entry into settlement agreement with, New Mountain Vantage Advisers
• Paramount Group in connection with an unsolicited acquisition proposal from Bow Street
• LaSalle Hotel Properties in its defense of activist campaigns led by HG Vora
• Monotype in its successful defense of a threatened proxy contest by Starboard Value
• Leaf Group in its successful defense of a threatened proxy contest by Osmium Partners
• AMAG Pharmaceuticals in its consent solicitation defense against, and entry into settlement agreement with, Caligan Partners
• Invesco Closed-end Funds trustees in response to shareholder proposals and nominations from, and entry into standstill agreement with, Saba Capital
• Cedar Realty Trust in the negotiation of a cooperation agreement with Snow Park Capital
• Cognizant in the negotiation of a cooperation agreement with Elliott Management
• PAREXEL in its defense of activist campaigns led by Corvex and Starboard Value
• A well-known closed-end fund in its response to shareholder proposals from, and entry into standstill agreement with, Saba Capital
• iRobot in its successful proxy contest concerning board representation against Red Mountain Capital
• CPS Technologies in its successful defense of a threatened proxy contest and "vote against" campaign by the Horton Group
• Brightcove in its entry into a cooperation agreement with, and subsequent successful defense of a threatened proxy contest by,  Tenzing Global
• Monogram Residential Trust in its entry into a cooperation agreement with  Snow Park Capital
• 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, Glen Capital Partners
• LoJack in its response to, and entry into a cooperation agreement with, Engine Capital
• Mac-Gray Corporation in its proxy contests against Moab Partners

Andrew 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.

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