![Image: Andrew Goodman](https://images.ctfassets.net/t0ydv1wnf2mi/124603_Prof_HiRes/329ada18df1836105c443a99d9e63440/124603.jpg)
Overview
Andrew Goodman is a partner in the Mergers and Acquisitions and Shareholder Activism & Takeover Defense practices and is based in the firm’s Boston and New York offices. His practice focuses on friendly and hostile public company M&A, corporate governance, shareholder activism defense, and contested situations. He works with clients in a variety of industries, with substantial experience in life sciences and healthcare, technology, and REITs.
Andrew has significant experience in cross-border and domestic public company M&A, including mergers-of-equals and LBOs. He advises 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. In addition, Andrew frequently counsels 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.
Recognitions
- IFLR 1000, Notable Practitioner (2020-2023)
- Legal 500, Shareholder Activism (2023-2024)
Education
- Tulane University Law School, J.D. (cum laude) 2002
- University of Rochester, B.A. (cum laude) 1999
Representations
Life Sciences M&A
- EQRx in its sale to Revolution Medicines in an all-stock transaction to transfer more than US$1 billion in capital
- Orchard Therapeutics in its cross-border sale to Kyowa Kirin for US$390 million in upfront cash plus contingent value rights (CVRs)
- Graphite Bio in its reverse merger with LENZ Therapeutics and concurrent private placement financing
- RA Capital Management in connection with Eliem Therapeutics’ acquisition of Tenet Medicines and concurrent US$120 million private placement
- Korro Bio in its reverse merger with Frequency Therapeutics, concurrent US$117 million private placement financing, and CVRs
- Forma Therapeutics in its US$1.1 billion sale to Novo Nordisk
- Concert Pharmaceuticals in its cross-border sale to Sun Pharma for US$576 million in upfront cash plus CVRs
- TCR² Therapeutics in its cross-border, all-stock combination with Adaptimmune Therapeutics
- Surface Oncology in its sale to Coherus BioSciences for stock consideration and CVRs
- Checkmate Pharmaceuticals in its US$250 million sale to Regeneron Pharmaceuticals
- VBL Therapeutics in its reverse merger with Notable Labs and concurrent private placement financing
- Xeris Pharmaceuticals in its cross-border acquisition of Strongbridge Biopharma for stock and CVRs valued at US$267 million
- EryDel in its cross-border sale to Quince Therapeutics
- Neos Therapeutics in its all-stock merger with Aytu BioScience
- PAREXEL in its US$5 billion sale to Pamplona Capital Management in a "going private" transaction
- Ipsen in its cross-border acquisition of Clementia Pharmaceuticals for up to US$1.3 billion in upfront cash and CVRs
- Dimension Therapeutics in its proposed sale to RegenxBio and subsequent acceptance of topping bid from, and US$151 million sale to, Ultragenyx
- Ocera Therapeutics in its sale to Mallinckrodt for up to US$117 million in upfront cash and CVRs
- Morgan Stanley in its role as financial advisor to Stemcentrx in its US$5.8 billion sale to AbbVie
- Ocata Therapeutics in its US$380 million sale to Astellas Pharma
- 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 US$2.21 billion sale to Asahi Kasei Corporation
- Covidien in its US$250 million acquisition of Somanetics
- Aerpio Pharmaceuticals in its reverse merger with Aadi Bioscience, concurrent US$155 million PIPE financing, and CVRs
- resTORbio in its reverse merger with Adicet Bio, and CVRs
- Unum Therapeutics in its simultaneous sign and close reverse merger with Kiq, concurrent US$104 million PIPE financing, and CVRs
- Anelixis Therapeutics in its simultaneous sign and close reverse merger with Novus Therapeutics, and concurrent US$108 million PIPE financing
- Scienture in its simultaneous sign and close reverse merger with TRxADE HEALTH, and 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
Technology, REITs and Other Industries M&A
- Virtusa in its US$2 billion sale to Baring Private Equity Asia in a "going private" transaction
- Leaf Group in its US$323 million sale to Graham Holdings Company
- LaSalle Hotel Properties in its response to unsolicited public acquisition proposals from Pebblebrook Hotel Trust, leading to its proposed US$4.8 billion sale to Blackstone in a “going private” transaction, and subsequent acceptance of topping bid from, and US$5.2 billion cash and shares acquisition by, Pebblebrook Hotel Trust
- Amplify Snack Brands (the maker of SkinnyPop popcorn) in its US$1.6 billion sale to Hershey
- Monotype in its US$825 million sale to HGGC in a "going private" transaction
- Control4 in its US$680 million sale to SnapAV, a portfolio company of Hellman & Friedman
- Imprivata in its US$544 million sale to Thoma Bravo in a "going private" transaction
- Opower in its US$532 million sale to Oracle
- Xoom in its US$890 million sale to PayPal
- Millennial Media in its US$248 million sale to AOL
- Paydiant in its sale to PayPal
- High Liner Foods in its US$230 million acquisition of Icelandic Group’s U.S. and Asia operations
- com in its sale to Kenexa
- The Princeton Review in its US$170 million acquisition of Penn Foster Education Group
- Candela in its sale to Syneron Medical
- Honest Tea in connection with a strategic investment by Coca-Cola
- Inverness Medical Innovations in its US$1.19 billion acquisition of Matria Healthcare
- Morgan Stanley Real Estate Fund in its US$6.5 billion acquisition of Crescent Real Estate Equities
- Brookfield Properties in its US$9.3 billion acquisition of Trizec Properties
- Beacon Capital Partners in its US$4.8 billion sale of private investment funds to Broadway Real Estate Partners
Proxy Contests and Other Shareholder Activism Defense Matters
- Anika Therapeutics in its defenses against, and entry into cooperation agreements with, Caligan Partners
- 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 defenses against, and entry into cooperation agreements 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 successful 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
Matters may have been handled prior to joining Paul Hastings.
Involvement
- Member: American Bar Association