Eric S. Goodwin

Shareholder Activism and Corporate Governance

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

Mergers and Acquisitions and Hostile Takeovers

• Represented Emerson Electric Co. in its unsolicited takeover bid for National Instruments Corp.
• Represented Canadian National Railway Company in its superior proposal to combine with Kansas City Southern and the US$33.6 billion agreed combination*
• Represented Cable One in connection with its US$2.2 billion acquisition of the remaining equity interests in Hargray Communications*
• Represented Hibu Group Limited in connection with the sale of its U.S. business*
• Represented City Brewing Company in connection with an equity investment by a consortium of investors*

Capital Markets 

• Represented the underwriters or initial purchasers in connection with high-yield bond offerings of goeasy, NCR, and American Axle*
• Represented 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*
• Represented the underwriters in connection with the equity offerings of Replimune Group, The Marcus Corporation, and agilon health*

*The above matters were handled by Eric prior to joining Sidley.