Sean Donahue is a partner in Goodwin’s Technology and Life Sciences groups and Capital Markets practice, and Chair of the firm’s Public Company Advisory practice. He counsels public companies and their Boards of Directors on securities regulation, capital markets transactions, and corporate governance matters. Mr. Donahue draws on his private practice and SEC experience to advise on SEC public reporting, ESG matters, securities offerings, mergers and acquisitions, proxy contests, tender offers, going-private transactions, and NYSE and Nasdaq compliance issues. He leverages the knowledge he gained from his tenure in the SEC’s Disclosure Operations group and Office of Small Business Policy to advise companies, investment funds, and financial sponsors on initial public offerings, SPAC transactions, and securities regulatory matters.
Areas of Practice
TÄTIGKEITSFELDER
Domaines D’Expertise
业务范围

Experience

ERFAHRUNG

EXPÉRIENCE

工作经历

Mr. Donahue’s representative experience includes advising on the following matters:

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*

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*

Mergers & Acquisitions

  • 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*

Proxy Contests and Activist Campaigns

  • 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*

*Denotes experience prior to joining Goodwin.

Professional Experience
Prior to joining Goodwin, Mr. Donahue was most recently a partner at Morgan Lewis & Bockius. Previous to his time at Morgan Lewis, Mr. Donahue 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
Mr. Donahue 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.

Recognition

Mr. Donahue is recognized as a 2019 and 2020 Next Generation Lawyer for M&A/corporate and commercial: shareholder activism: advice to boards by The Legal 500 US. He is also recommended for Finance: Capital markets: debt offerings - advice to issuers by The Legal 500 US 2018 and 2019. Mr. Donahue has also been recommended for Finance: Capital markets: equity offerings by The Legal 500 US 2018.

In The News

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Credentials

WERDEGANG

RÉFÉRENCES

专业资格

Education

LL.M., Securities and Financial Regulation, 2009
Georgetown University Law Center
(with distinction)
J.D., 2007
Cleveland-Marshall College of Law
(cum laude)
M.B.A., 2007
Cleveland State University
(summa cum laude)
B.S., 2004
Duquesne University
(cum laude)

Admissions

Bar

District of Columbia
New York
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