Eric S. Goodwin

ERIC GOODWIN advises boards and management teams in preparing for and responding to shareholder activism, hostile takeovers (buyside and defense), investor engagement, and complex corporate governance situations. His practice also includes M&A and other strategic transactions, with an emphasis on conflict transactions and special committee assignments. Chambers USA has recognized Eric as an “Associate to Watch” in Corporate/M&A: Takeover Defense in New York (2024–2025).

Prior to joining Sidley, Eric was a corporate associate at another global law firm in New York, where he represented clients in M&A and other strategic transactions, debt and equity offerings, and corporate governance matters.

Eric holds a J.D. from Harvard Law School, where he graduated cum laude and served as a lead article editor on the Harvard Civil Rights-Civil Liberties Law Review. While in law school, Eric also served as a research assistant for corporate governance topics for Professor Lucian Bebchuk and as a teaching fellow for M&A courses at Harvard Law School and Harvard Business School. Eric holds a B.A. in history from Erskine College, where he graduated summa cum laude.

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).
• Portillo’s Inc. in its activist campaign defense and related cooperation agreement with Engaged Capital LLC.
• 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 take-private acquisition by members of the Nordstrom family and El Puerto de Liverpool.
• Denny’s Corporation in its US$625 million take-private acquisition by a consortium of investors (pending).
• 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.
• Adoptions of stockholder rights plans (poison pills) at Nordstrom, Inc and ContextLogic Inc.

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.