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.

Areas of Practice
业务范围
Domaines D’Expertise
TÄTIGKEITSFELDER

Experience

工作经历

EXPÉRIENCE

ERFAHRUNG

Mr. Goodman’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 activism
  • 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

  • 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

  • WisdomTree Investments in its defense against, and entry into cooperation agreement with, ETFS Capital Limited and Lion Point Capital
  • 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 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
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.

Recognition

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

In The News

相关新闻

ACTUALITÉS

MELDUNGEN

Credentials

专业资格

RÉFÉRENCES

WERDEGANG

Education

J.D., 2002
Tulane University Law School

(cum laude)

B.A., 1999
University of Rochester

(cum laude)

Admissions

Bar

New York
Massachusetts
California
Louisiana
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