Life Sciences M + A

Pricing pressure, the reimbursement landscape, eroding margins, low valuations and the tax-friendly political climate are just a few of the factors positioning the life sciences industry for a ramp-up of M&A activity. The climate will be competitive for both buy and sell side prospects, and expert legal advice is critical for companies to be able to seize attractive, strategic opportunities. Thinking about M&A, even as a mere twinkle in your strategic plan? Goodwin can help. We have a full-service life sciences team dedicated to providing practical and tactical advice on the ins and outs of deal value and structure, as well as on counseling clients (both public and private) on the risks and rewards of M&A, on every side of the negotiating table.

Our team members are not just expert in the art of M&A, but also have their fingers on the pulse of the unique risks and challenges faced by life sciences industry participants, such as drug safety and efficacy, clinical trial and commercialization matters, scientific validity, IP protection and life cycle management, pricing and reimbursement, as well as regulatory approval and oversight. This specialized experience helps us to develop and implement creative strategies to maximize value and positioning for our clients.

Our team represents:

  • serial strategic acquirors and financial sponsors;
  • companies in search of the occasional but transformative deal;
  • companies looking for an exit; and
  • companies who find themselves the recipient of unsolicited overtures.

We have also have team members who regularly advise special committees, individual board or management members, strategic investors and investment bankers in various roles in the M&A space.

This sophisticated team offers engagements for deals of all levels of complexity – from traditional mergers, stock and asset purchases, and tender or exchange offers, to complex cross-border structures, spin or carve-out transactions and strategic option-style deals. We also specialize in advising on shareholder activism, proxy contests, corporate restructurings, takeover defense and liability risk. No question too small, no issue too difficult – we’re here to help.

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Related Practices

Life Sciences

Succeeding in the life sciences industry is as much about strategy and execution as it is about research and development. In this highly competitive business, you need more than the best and brightest ideas – you need a legal and strategic partner that understands the challenges of securing funding, safeguarding intellectual property, establishing partnerships, bringing new products to market, opening up new revenue streams, and protecting existing product lines.

Lawyers in our life sciences practice are deeply experienced in corporate governance, financing and M&A transactions, collaborations and licensing, regulatory matters, and intellectual property law. As part of our interdisciplinary approach, we also collaborate with attorneys in our patent litigation, products liability, employment and tax practices to protect client interests and to advocate on their behalf.

With a full service team of highly experienced lawyers resident in key life sciences hubs, our team helps clients find the strategic paths that foster growth and minimize risk across all phases of the corporate life cycle. Motivated by the knowledge that the work that we do with you is improving people’s lives, we serve as an extension of your team so you can focus on your core business.

Read More

Life Sciences Collaborations + Licensing

In order to survive and thrive, emerging-growth biotech and specialty pharmaceutical companies depend on the ability to strategically develop, exploit and monetize their intellectual property and product portfolios. Goodwin’s licensing and partnering practice does just that. We offer unmatched counsel and a deep bench of talented lawyers located in biotech, medical and scientific innovation centers throughout the United States.

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Life Sciences Patent Prosecution + Counseling

Intellectual property protection is a crucial component for all life science companies. Our life sciences patent lawyers, patent agents and technical staff help assure that the best intellectual property strategy is in place to position and secure intellectual property protection, including patent protection, of our client’s core technology and lead therapeutic moieties, including small molecules, biologics, formulations, delivery systems, companion diagnostics, and medical devices. We have extensive experience in providing intellectual property diligence and assessment of patent landscapes to assist our clients, including operating companies, investors and financial institutions in connection with funding events, including public offerings and private financings, and to solidifying intellectual property positions for acquisition or other exit strategies.

Read More

Life Sciences IPOs + Capital Markets

Life sciences companies face unique issues in accessing capital markets, including matters related to due diligence, public relations, regulatory and intellectual property. Goodwin offers a team of sophisticated life sciences lawyers who have expertise with these issues and extensive experience across the full breadth of equity and debt capital markets, advising issuers, sponsors, underwriters and investors in a variety of transactions to ensure deals close smoothly and in a timely way.

Read More

Mergers + Acquisitions

Goodwin lawyers have deep experience guiding clients through both public and private mergers and acquisitions transactions of all types including leveraged buyouts, tender offers, spinoffs, divestitures and go-privates (both in the U.S. and abroad). Our lawyers bring a distinctive combination of regulatory and transactional expertise, characterized by a high degree of tax and financial sophistication, and a commercial negotiating style that is essential for success. We blend technical know-how and specific industry experience to get deals done quickly and efficiently. We draw on a firm-wide network of specialists in tax, intellectual property, real estate and executive compensation to help clients find practical, innovative solutions to their problems. 
Read More
Related Practices
Life Sciences

Succeeding in the life sciences industry is as much about strategy and execution as it is about research and development. In this highly competitive business, you need more than the best and brightest ideas – you need a legal and strategic partner that understands the challenges of securing funding, safeguarding intellectual property, establishing partnerships, bringing new products to market, opening up new revenue streams, and protecting existing product lines.

Lawyers in our life sciences practice are deeply experienced in corporate governance, financing and M&A transactions, collaborations and licensing, regulatory matters, and intellectual property law. As part of our interdisciplinary approach, we also collaborate with attorneys in our patent litigation, products liability, employment and tax practices to protect client interests and to advocate on their behalf.

With a full service team of highly experienced lawyers resident in key life sciences hubs, our team helps clients find the strategic paths that foster growth and minimize risk across all phases of the corporate life cycle. Motivated by the knowledge that the work that we do with you is improving people’s lives, we serve as an extension of your team so you can focus on your core business.

Read More
Life Sciences Collaborations + Licensing

In order to survive and thrive, emerging-growth biotech and specialty pharmaceutical companies depend on the ability to strategically develop, exploit and monetize their intellectual property and product portfolios. Goodwin’s licensing and partnering practice does just that. We offer unmatched counsel and a deep bench of talented lawyers located in biotech, medical and scientific innovation centers throughout the United States.

Read More
Life Sciences Patent Prosecution + Counseling

Intellectual property protection is a crucial component for all life science companies. Our life sciences patent lawyers, patent agents and technical staff help assure that the best intellectual property strategy is in place to position and secure intellectual property protection, including patent protection, of our client’s core technology and lead therapeutic moieties, including small molecules, biologics, formulations, delivery systems, companion diagnostics, and medical devices. We have extensive experience in providing intellectual property diligence and assessment of patent landscapes to assist our clients, including operating companies, investors and financial institutions in connection with funding events, including public offerings and private financings, and to solidifying intellectual property positions for acquisition or other exit strategies.

Read More
Life Sciences IPOs + Capital Markets

Life sciences companies face unique issues in accessing capital markets, including matters related to due diligence, public relations, regulatory and intellectual property. Goodwin offers a team of sophisticated life sciences lawyers who have expertise with these issues and extensive experience across the full breadth of equity and debt capital markets, advising issuers, sponsors, underwriters and investors in a variety of transactions to ensure deals close smoothly and in a timely way.

Read More
Mergers + Acquisitions
Goodwin lawyers have deep experience guiding clients through both public and private mergers and acquisitions transactions of all types including leveraged buyouts, tender offers, spinoffs, divestitures and go-privates (both in the U.S. and abroad). Our lawyers bring a distinctive combination of regulatory and transactional expertise, characterized by a high degree of tax and financial sophistication, and a commercial negotiating style that is essential for success. We blend technical know-how and specific industry experience to get deals done quickly and efficiently. We draw on a firm-wide network of specialists in tax, intellectual property, real estate and executive compensation to help clients find practical, innovative solutions to their problems. 
Read More

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