Eric S. Goodwin

Shareholder Activism and Corporate Governance

• Freshpet, Inc. in its activism campaign defense against JANA Partners.
• Global Net Lease, Inc. and The Necessity Retail REIT, Inc. in their activist campaign defense and related cooperation agreement with Blackwells Capital LLC.
• LivePerson, Inc. in its activist campaign defense and related settlement agreement with Starboard Value LP.
• Matthews International Corp. in its successful proxy contest against Barington.
• Medallion Financial Corp. in its activist campaign defense and related cooperation agreement with KORR Value, L.P. and its successful proxy contest against ZimCal Asset Management.
• Nordstrom, Inc. in its activism campaign defense against Ryan Cohen/RC Ventures.
• Sensei Biotherapeutics, Inc. in its activist campaign defense and related purchase agreement with Apeiron Investment Group, Ltd.
• SpartanNash Company in its successful proxy contest against Macellum and Ancora.
• The founders of a data analytics software company in the structuring and negotiation of the company’s governance structure.
• UBS Puerto Rico funds in ongoing proxy contests against Ocean Capital.
  

Mergers and Acquisitions and Hostile Takeovers

• An equity investor in the take-private of Astra Space, Inc.
• Cable One in connection with its US$2.2 billion acquisition of the remaining equity interests in Hargray Communications.
• Canadian National Railway Company in its superior proposal to combine with Kansas City Southern and the US$33.6 billion agreed combination.
• City Brewing Company in connection with an equity investment by a consortium of investors.
• Emerson Electric Co. in its unsolicited takeover bid for National Instruments Corp.
• Hibu Group Limited in connection with the sale of its U.S. business.
• The Special Committee of Nordstrom, Inc. in its pending US$6.25 billion acquisition by members of the Nordstrom family and El Puerto de Liverpool.

Capital Markets

• The underwriters or initial purchasers in connection with investment grade bond offerings of Allegion and Mars and represented the issuer in connection with the investment grade bond offering of Northrop Grumman.
• The underwriters or initial purchasers in connection with high-yield bond offerings of goeasy, NCR, and American Axle.
• The underwriters in connection with the equity offerings of Replimune Group, The Marcus Corporation, and agilon health.

Some of the above matters were handled prior to joining Sidley.