Eric S. Goodwin

Shareholder Activism and Corporate Governance

While many of Eric’s previous engagements remain private, representative engagements include:

• SpartanNash Company in its successful proxy contest against Macellum and Ancora.
• 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.
• UBS Puerto Rico funds in ongoing proxy contests against Ocean Capital.
• Gildan in its proxy contest defense against Browning West (as U.S. counsel).
• LivePerson, Inc. in its activist campaign defense and related settlement agreement with Starboard Value LP.
• Global Net Lease, Inc. and The Necessity Retail REIT, Inc. in their activist campaign defense and related cooperation agreement with Blackwells Capital LLC.
• Sensei Biotherapeutics, Inc. in its activist campaign defense and related purchase agreement with Apeiron Investment Group, Ltd.
• Freshpet, Inc. in its activism campaign defense against JANA Partners.
• Nordstrom, Inc. in its activism campaign defense against Ryan Cohen/RC Ventures.
  

Mergers and Acquisitions and Hostile Takeovers

• The Special Committee of Nordstrom, Inc. in its US$6.25 billion acquisition by members of the Nordstrom family and El Puerto de Liverpool.
• An equity investor in the take-private of Astra Space, Inc. by its co-founders.
• Emerson Electric Co. in its unsolicited takeover bid for National Instruments Corp., which was ultimately completed for US$8.2 billion.
• Canadian National Railway Company in its superior proposal to combine with Kansas City Southern and the US$33.6 billion agreed combination.
• Cable One in connection with its US$2.2 billion acquisition of the remaining equity interests in Hargray Communications.
• Hibu Group Limited in connection with the sale of its U.S. business.
• City Brewing Company in connection with an equity investment by a consortium of investors.

Capital Markets

• The underwriters or initial purchasers in connection with investment grade bond offerings of Allegion and Mars and 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.