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:

Mergers & Acquisitions

  • PAREXEL in its $5 billion sale to Pamplona Capital Management in a "going private" transaction
  • Dimension Therapeutics in its proposed sale to RegenxBio and subsequent acceptance of superior proposal from, and $151 million sale to, Ultragenyx 
  • 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
  • High Liner Foods in its $230 million acquisition of Icelandic Group’s U.S. and Asia operations
  • 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

Proxy Contests and Other Shareholder Activism Matters

  • Cognizant in the negotiation of its announced cooperation agreement with activist hedge fund Elliott Management
  • PAREXEL in its response to activist hedge fund Starboard Value
  • 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
  • CPS Technologies in its successful defense of a proposed proxy contest and "vote against" campaign by activist hedge fund Horton Group
  • Brightcove in its entry into a cooperation agreement with, and subsequent successful defense of proposed proxy contest by, activist hedge fund Tenzing Global
  • Monogram Residential Trust in its entry into cooperation agreements 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
  • Mac-Gray Corporation in its proxy contests against Moab Partners
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.

In The News







J.D., 2002
Tulane University Law School

(cum laude)

B.A., 1999
University of Rochester

(cum laude)



New York
Get In Touch
Get In Touch
Our clients rely on us for world-class advisory services, counsel on complex transactional work and high-stakes litigation. Specializing in matters involving the financial, life sciences, private equity, real estate, and technology industries, we use a collaborative, cross-disciplinary approach to resolve our clients’ most challenging issues. To find out more, please contact us.
Unsere Kunden verlassen sich auf uns für erstklassige Beratungsdienste, beraten über komplexe Transaktionsarbeiten und High-Stakes-Prozesse. Spezialisiert auf Angelegenheiten der Finanz-, Life-Sciences-, Private-Equity-, Immobilien-und Technologie-Industrie, verwenden wir eine kooperative, interdisziplinäre Ansatz zur Lösung unserer Kunden am schwierigsten Fragen. Um mehr zu erfahren, kontaktieren Sie uns bitte.


Search Other Lawyers