12th Annual Goodwin Directors Forum

Keynote Speakers

Timms
Henry Timms
President and CEO of 92nd Street Y

As President and CEO of 92nd Street Y, Henry creates programs and movements that foster learning, civic responsibility, culture and innovation, both in New York City and around the world. Under his leadership, the 144 year-old institution was named to Fast Company’s “Most Innovative Companies” list. He is the founder of #GivingTuesday, a global philanthropic movement that engages people in close to 100 countries and has generated hundreds of millions of dollars for good causes. Henry’s work has been profiled in publications like the Harvard Business Review, and his most recent thinking with Jeremy Heimans on “new power” was featured as the Big Idea in HBR and by CNN as one of the ten top ideas to change the world in 2015. Henry is a Visiting Fellow at Stanford PACS Center on Philanthropy and Civil Society and a member of the World Economic Forum’s Network of Global Agenda Councils. In addition to being listed on The Nonprofit Times Power & Influence Top 50 for the past three years, Henry was named the Nonprofit Times Influencer of the Year in 2014. Henry was also honored as one of Crain’s New York Business 40 under 40 and City & State's 50 Most Influential People in Manhattan.

Heimans
Jeremy Heimans
Co-founder and CEO of Purpose

Jeremy Heimans is co-founder and CEO of Purpose, a home for building 21st century movements and crowd-based social and economic models to tackle the world’s biggest problems. In 2005, he co-founded GetUp, an Australian political organization and internationally recognized social movement phenomenon that today has more members than all of Australia's political parties combined. And in 2007, Jeremy was a co-founder of Avaaz, the world’s largest online citizens’ movement, now with more than 43 million members.

In 2011, Jeremy received the Ford Foundation's 75th Anniversary Visionary Award for his work as a movement pioneer and the World Economic Forum named him a Young Global Leader. He also serves as Chair of the Forum's Global Agenda Council on Civic Participation. In 2012, Fast Company named him one of the Most Creative People in Business. The World e-Government Forum has named him as one of the top ten people who is changing the world of politics and the internet, and The Guardian named him one of the ten most influential voices on sustainability in the US. And in 2015, Jeremy received the Performance Theatre's Inspired Leadership Award, whose previous recipients have included Melinda Gates, Richard Branson, and Paul Polman. His work has been profiled in publications like The Economist and The New York Times, and his most recent thinking with Henry Timms on "new power" was featured as the Big Idea in Harvard Business Review, as one of 2014’s top TED talks with more than 1.25m views, and by CNN as one of ten top ideas to change the world in 2015.

Guest Speakers and Panelists

Jack Connors
Founding Partner of Hill, Holliday, Connors, Cosmopulos, Inc. and former Chairman of the Board of Partners HealthCare System and the Boston College Board of Trustees
Ann Klee
Vice President of Environment, Health and Safety at General Electric Company and head of the GE Foundation
Rob Perez
Founder and Chairman of Life Science Cares, Inc.
Josef von Rickenbach
Former Chairman and Chief Executive Officer of PAREXEL International Corp.
Rebekah Salwasser
Executive Director of the Red Sox Foundation

Goodwin Speakers

Deb Birnbach
Deborah S. Birnbach
Partner, Co-Chair, Public M+A / Corporate Governance

Deborah Birnbach is partner in Goodwin’s Securities Litigation + White Collar Defense Group and co-chair of the firm’s M+A / Corporate Governance Practice. She concentrates in the areas of securities litigation, including class action defense; SEC, regulatory and internal investigations; M+A-related litigation; stockholder disputes; fiduciary duty claims; proxy contests; founder and partnership disputes; and private equity. Her securities and shareholder litigation practice is national in scope and involves representing investment managers, issuers and their directors and officers in securities and corporate governance matters across the country. In addition to engaging in active litigation, Ms. Birnbach counsels clients and their boards in managing and avoiding litigation risk, including through arbitration, mediation and other alternative dispute resolution methods. Ms. Birnbach has served on the firm’s Executive Committee.

Ms. Birnbach’s clients include public and private healthcare and life sciences companies, technology companies, and financial services companies, their boards and officers, and private equity firms and their partners.

Ms. Birnbach has conducted numerous internal corporate investigations for audit committees and other special board committees into financial accounting and corporate governance-related matters, including whistleblower matters under Sarbanes-Oxley and Dodd-Frank.

Ms. Birnbach’s securities and shareholder litigation matters have involved allegations of insider trading, misleading disclosures, including in connection with M+A transactions, insufficient deal consideration, improper revenue recognition and other alleged accounting irregularities, self-dealing and breach of fiduciary duty, among other issues. She has also represented clients in FINRA inquiries and in regulatory proceedings brought by the SEC, the DOL and other regulators relating to possible accounting irregularities, the accuracy and completeness of corporate disclosures to investors and securities trading by corporate officers and directors, among other matters.

Experience

Ms. Birnbach’s representative experience includes:

With colleagues in the M&A group, Ms. Birnbach works with integrated deal teams on M&A transactions, representing targets, acquirers and their financial advisers. Recently, a team of Goodwin lawyers represented investment bank Centerview Partners in connection with Qualcomm Incorporated (NASDAQ: QCOM) and NXP Semiconductors N.V.’s (NASDAQ: NXPI) announced $37 billion definitive agreement under which Qualcomm will acquire NXP, a leader in high-performance, mixed-signal semiconductor electronics. Centerview served as financial adviser to the Qualcomm Board.

M&A Litigation

  • PAREXEL International Merger Litigation (2017): Represented PAREXEL and its board of directors in class action lawsuits alleging claims under Section 14(a) of the Securities Exchange Act of 1934 in federal court in Massachusetts challenging the $5 billion merger with Pamplona Capital Management. Deal closed on time after voluntary dismissal by plaintiffs of three lawsuits challenging disclosures.
  • Trulia/Zillow Merger Litigation (2016): Represented Trulia, and its board of directors, in class action lawsuits in Superior Court for San Francisco County, California, and the Delaware Court of Chancery challenging the $3.5 billion all-stock merger with Zillow Inc. Deal closed on time after negotiation of favorable settlement. Successfully obtained dismissal of litigation after a highly publicized settlement approval process, and obtained a ground-breaking ruling in 2016 from the Delaware Court of Chancery severely limiting pre-merger disclosure challenges and settlements based on immaterial disclosures.
  • Imprivata Merger Litigation (2016): Represented Imprivata and its board of directors in merger litigation challenging the acquisition of Imprivata by Thoma Bravo for $544 million. Deal closed on time after voluntary dismissal by plaintiffs of two lawsuits in the Delaware Court of Chancery.
  • Teva/Auspex Pharmaceuticals, Inc. Merger Litigation (2015): Representing Teva in merger litigation in Court of Chancery in Delaware, brought by stockholders of Auspex in connection with Teva’s acquisition of Auspex. Plaintiffs dropped their request for an injunction and the transaction closed on time on May 5, 2015.
  • Life Sciences Public Company (2015): Represented public life sciences client in connection with threatened class action merger litigation by stockholder in connection with acquisition of client by global pharmaceutical company in a $1 billion strategic transaction. Convinced stockholder to drop its threatened claims before filing and transaction closed on time.
  • Onyx Pharmaceuticals, Inc. Merger Litigation (2013): Representing board of directors of Onyx in connection with shareholder class action litigation in Superior Court for San Mateo County, California and Delaware Court of Chancery, challenging Onyx’s $10.4 billion merger with Amgen. Successfully defeated plaintiffs’ efforts to disrupt tender offer and transaction closed on time.
  • Courier Corporation Merger Litigation (2015): Represented board of directors of Courier Corporation in connection with shareholder class action breach of fiduciary duty litigation challenging acquisition of Courier. Plaintiffs voluntarily dismissed the complaint with no settlement.
  • Mac-Gray Merger Litigation (2014): Represented Mac-Gray and its board of directors in breach of fiduciary duty class action challenging acquisition of Mac-Gray by CSC ServiceWorks in January 2014. The case was settled favorably and the transaction closed on time.
  • Eloqua Merger Litigation (2013): Represented Eloqua, Inc., a provider of on-demand revenue performance management software and its board of directors in connection with shareholder class actions filed in the Eastern District of Virginia and in the Delaware Court of Chancery challenging Eloqua’s $930 million sale to Oracle Corporation. After initial discussions and negotiations with plaintiffs’ counsel, obtained voluntary dismissal of the litigation, and the transaction closed on time. 
  • athenahealth Merger Litigation (2013): Represented athenahealth, Inc. in its acquisition of Epocrates, Inc. and litigation brought by Epocrates’ shareholders challenging the $293 million transaction  in Superior Court for San Mateo County, California, including allegations that athenahealth aided and abetted the Epocrates board’s alleged breaches of fiduciary duty. Obtained a favorable settlement and the transaction closed on time.
  • ZOLL Merger Litigation (2013): Represented ZOLL Medical Corporation and its board of directors in connection with shareholder litigation challenging Asahi Kasei’s $2.2 billion acquisition of ZOLL in Massachusetts state court. The matter was settled favorably, and the transaction closed on time.
  • Veramark Merger Litigation (2013): Represented Veramark Technologies, Inc. and its board of directors and obtained voluntary dismissal from plaintiffs in class actions filed in New York Supreme Court and the Court of Chancery in Delaware challenging the sale of Veramark to subsidiaries of Clearlake Capital Partners. The tender offer and transaction closed on time.
  • Ariba Merger Litigation (2012): Represented Ariba and its board of directors and obtained voluntary dismissal from plaintiffs of six putative class actions challenging Ariba/SAP $4.3 billion merger in the Superior Court, Santa Clara County, California and in the Court of Chancery in Delaware. All breach of fiduciary duty and aiding and abetting claims dismissed and transaction closed on time.
  • Phase Forward Merger Litigation (2011): Won affirmance by Massachusetts Appeals Court of dismissal of class action challenging Phase Forward’s merger with Oracle Corporation. The Appeals Court affirmed dismissal of breach of fiduciary duty claims against Phase Forward’s directors under Revlon and for alleged omissions from the proxy disclosures. Previously defeated plaintiffs’ preliminary injunction motion in Massachusetts Superior Court. The Appeals Court also affirmed dismissal of aiding and abetting claims against the entity defendants. 
  • Leeds Equity Partners (Nobel Learning Merger Litigation) (2011): Represented Leeds Equity Partners in connection with its acquisition of Nobel Learning Communities, Inc. in litigation brought by shareholders of Nobel Learning in the Court of Common Pleas in Philadelphia, Pennsylvania. Plaintiffs sought to enjoin Leeds’ $150 million acquisition of Nobel Learning and alleged that Leeds aided and abetted in breaches of fiduciary duty by the Nobel Learning directors. Achieved a favorable settlement and the transaction closed on time.

Securities Class Action Cases

  • Zafgen Securities Class Action (2017): Won affirmance by the U.S. Court of Appeals for the First Circuit of dismissal with prejudice of securities class action litigation against Zafgen and its CEO concerning allegations of securities fraud in connection with clinical trial disclosures.
  • Imprivata Securities Class Action (2017): Won dismissal with prejudice for health care SaaS company, its CEO and CFO, of securities fraud class action in the U.S. District Court for the District of Massachusetts. Plaintiffs alleged false and misleading statements and omissions under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 in connection with missing quarterly revenue guidance.
  • Zafgen Securities Class Action (2016): Won dismissal with prejudice of securities class action litigation under Section 10(b) and Rule 10b-5 against life sciences company and its CEO arising out of adverse events in clinical trial for lead product candidate in the U.S. District Court for the District of Massachusetts.
  • Esperion Therapeutics Securities Class Action (2016): Won dismissal with prejudice of securities class action under Section 10(b) and Rule 10b-5 against clinical stage company focused on developing non-statin LDL-C lowering therapies and its CEO. In the U.S. District Court of the Eastern District of Michigan, plaintiffs alleged false and misleading statements in connection with the FDA approval process for the company’s lead product candidate.
  • Ampio Securities Class Action (2016): Won dismissal of securities class action litigation against Ampio, a life sciences company, and certain of its executives brought under Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 and Section 11 of the Securities Act of 1933 in the U.S. District Court for the Central District of California. Plaintiffs alleged false and misleading statements and omissions in connection with conduct of the clinical trial for Ampion, the Company’s drug candidate.
  • Epocrates Securities Class Action (2016): Won dismissal of First and Second Amended Complaints of Section 10(b) and Rule 10b-5 claims in shareholder class action against Epocrates, a health care IT company, and its CEO and CFO in the U.S. District Court for the Northern District of California. Obtained favorable settlement funded entirely by insurance after Third Amended Complaint survived dismissal.
  • Metabolix Securities Class Action (2013): Won complete dismissal with prejudice of Section 10(b) and Rule 10b-5 claims in a shareholder class action against Metabolix, its CEO and CFO in the U.S. District Court for the District of Massachusetts. Plaintiffs alleged misrepresentations and omissions in connection with certain milestones in its biopolymer plastic manufacturing business.
  • The Princeton Review Securities Class Action Litigation (2012): Won dismissal with prejudice of securities class action litigation brought under Section 11, 12(a)(2) and 15 of the Securities Act of 1933 against this educational services company, certain of its current and former officers and directors and its underwriter in the U.S. District Court for the District of Massachusetts. This class action concerned a secondary offering of equity securities and challenged the company’s disclosures concerning its turnaround efforts and the trends and uncertainties in its business at the time of the offering. 
  • MELA Sciences Securities Class Action Litigation (2012): Won dismissal of securities fraud class action asserting violations of Section 10(b) and Rule 10b-5 under the Securities Exchange Act of 1934 against MELA Sciences and three of MELA’s officers and directors in the U.S. District Court for the Southern District of New York. The allegations concerned alleged false and misleading statements prior to MELA obtaining FDA approval for its Melafind device, designed to assist in the detection of melanoma.
  • athenahealth, Inc. Securities Class Action Litigation (2011): Won complete dismissal of a putative class action alleging securities fraud and related claims against this software as a service (SaaS) company and certain current and former senior executives arising out of a revenue restatement. The complaint alleged misstatements in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and sought damages for a class period of over two years.
  • NeuroMetrix, Inc. Securities Class Action Litigation (2011): Won affirmance by the U.S. Court of Appeals for the First Circuit of dismissal with prejudice of a putative class action alleging securities fraud and related claims against this medical device company and certain of its current and former officers. The suit alleged that various statements made by the company relating to reimbursement for its product were false or misleading in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The U.S. District Court for the District of Massachusetts granted our motion to dismiss the case in its entirety and with prejudice. Also achieved a favorable settlement of a related shareholder derivative action that involved no payment of money by defendants.
  • Inverness Medical Innovations, Inc. (now Alere, Inc.) Securities Class Action Litigation (2009): Won dismissal with prejudice of securities class action litigation brought under Section 11 of the Securities Act of 1933 against this leading medical diagnostic products company and its board of directors and senior management. This class action concerned a $737 million secondary offering of equity securities and challenged the company’s disclosures concerning the costs associated with its integration of acquired companies. Plaintiffs dropped their appeal of the case and no settlement monies were paid.
  • Millennium Global Investments, Ltd. (2009): Won dismissal of a securities fraud action involving allegations that various statements made by this hedge fund and other defendants relating to one of its funds were false or misleading violation of Section 10(b) of the Securities Exchange Act of 1934 and state law. The court granted our motion to dismiss the complaint, dismissing all six of plaintiff’s state law claims with prejudice and dismissing the securities fraud claim with leave to amend. Favorably settled subsequent class action litigation in 2014 arising out of same fund.
  • Arbinet-thexchange, Inc. Securities Litigation (2007): Obtained dismissal with prejudice of securities class action litigation filed in federal district court in New Jersey under Section 11 of the Securities Act of 1933 relating to the initial public offering of the world’s leading electronic market for the trading of telecommunications capacity. Successfully argued to the court, among other things, that plaintiffs’ allegations were inconsistent with and contradicted by the company’s public disclosures. The court agreed, and threw the case out. Plaintiffs chose not to appeal and dropped the case. No settlement monies were paid.

Derivative Litigation

  • Metabolix Derivative Action (2014): Won complete dismissal with prejudice of breach of fiduciary duty case in Massachusetts Business Litigation court against current and former directors for, among other reasons, plaintiffs’ failure to plead that making a demand on the board would have been futile.
  • J.L. Hammett Derivative Litigation (2010, 2013): Won summary judgment for defendants in Massachusetts Superior Court on breach of fiduciary duty claims concerning alleged excessive compensation in connection with sale transaction. The Massachusetts Court of Appeals affirmed the summary judgment ruling in 2013.

SEC Enforcement Actions

  • SEC Investigation Concerning Revenue Reserves (2017): Representation of technology company regarding accounting issues for various reserves. Resolved favorably with SEC declining to bring any enforcement action.
  • SEC Investigation Concerning Missed Expectations and Trading Issues (2016): Representation of HCIT company in connection with potential insider trading issues preceding disappointing results. Resolved favorably with no SEC action.
  • SEC Investigation Concerning Revenue Disclosures (2016): Representation of technology company in connection with investigation concerning disclosures about deferred revenue and corresponding disclosures. Resolved favorably for client with no SEC action.
  • SEC Investigation Concerning Fiduciary Duty Advisers Act Issues (2015): Representation of private equity fund registered investment adviser concerning fiduciary duty issues in connection with allocation of expenses between adviser and funds, and disclosures to investors. Resolved favorably for client with no SEC action.
  • SEC Investigation Concerning Revenue Recognition Issues ;(2014): Representation of software client concerning revenue recognition issues. Resolved favorably for client with no SEC action.
  • SEC Investigation Concerning Advisers Act Issues (2013): Representation of registered investment adviser concerning supervision of investment management employee. Resolved favorably for client with no SEC action.
  • SEC Investigation Concerning Revenue Restatement (2009): Represented international company in SEC formal investigation concerning revenue recognition practices in relation to recently acquired subsidiary. Resolved favorably for client with no SEC action.
  • SEC Investigation Concerning Whistleblower Complaint (2008) Representation of global communications components manufacturer in SEC investigation into whistleblower claims of purported accounting irregularities concerning expense reserves. Resolved favorably for client with no SEC action.
  • SEC Investigation Concerning Earnings Guidance (2008) Representation of global technology company in formal SEC investigation into adjustment of earnings guidance surrounding shift in business trends. Resolved favorably for client with no SEC action.

Proxy Contest Litigation

  • Relmada Therapeutics (2016): Won temporary restraining order and preliminary injunction in the U.S. District Court for the District of Nevada against activist stockholder seeking board seats. The court enjoined activist from soliciting proxies using false and misleading statements in violation of Section 14(a) of the Securities Exchange Act of 1934. Relmada’s nominees defeated the activist’s efforts in the proxy contest following the injunction we obtained in favor of the Company.

Other Litigation

  • EverBank Icelandic Króna CD Class Action (2012): Won partial summary judgment for defendant bank in a class action in the U.S. District Court for the Northern District of California on contract claims brought on behalf of purchasers of CDs denominated in Icelandic króna. The claims concerned the bank’s closure of those CDs and conversion of the proceeds to U.S. dollars in response to the Icelandic banking crisis in Q4 2008. Settled remainder of case favorably.
  • CombinatoRx, Incorporated Contract Litigation (2009): Brought an action on behalf of CombinatoRx, a biopharmaceutical company focused on developing new medicines built from synergistic combinations of approved drugs, asserting claims against a contract manufacturer for fraudulent inducement, breach of contract and other claims arising out of the manufacture and distribution of one of CombinatoRx’s product candidates. Obtained a $3.7 million settlement for CombinatoRx.

Professional Activities

Ms. Birnbach is chair of the board of trustees of Discovering Justice, a nonprofit organization that is a pioneer in civic and justice education. She has been an officer, a member of the council and co-chair of the Litigation Section and of the Business Litigation Committee of the Boston Bar Association. She has served on the Joint Bar Committee on Judicial Nominations, which reviews, evaluates and makes recommendations on the qualifications of individuals under consideration for judicial appointments in Massachusetts, and on the Merit Selection Committee, which reviews and makes recommendations on the qualifications of candidates for judicial appointments in the U.S. Bankruptcy Court in the District of Massachusetts.

Recognition

Ms. Birnbach was recognized by Chambers USA: America’s Leading Lawyers for Business in 2017 for her Securities Litigation work in Massachusetts. She was also recognized in 2009 and in 2016 by Boston magazine as one of the Top 50 Women Lawyers in Massachusetts, and for nine consecutive years has been selected a “Massachusetts Super Lawyer” in Securities Litigation by the same publication, and in 2017 in the Mergers & Acquisitions category. The National Law Journal named Ms. Birnbach a 2016 Mergers & Acquisitions and Antitrust Trailblazer, an award that recognizes 48 attorneys nationwide who have changed their field of law through cutting-edge, innovative work.

Publications

Ms. Birnbach publishes and lectures on securities litigation and SEC Enforcement issues. She is:

  • The author of “Do You Have to Disclose a Government Investigation? Practical Considerations, Legal Standards, and Recent Case Law,” in Bank and Corporate Governance Law Reporter
  • The author of a chapter in The Law of Investment Management (Oxford University Press 2009)
  • The author of an article on Disclosure Topics in M&A Litigation in The Review of Securities & Commodities Regulation
  • A faculty member on continuing legal education programs, including as a panelist on Ethics and Professionalism in M&A Litigation for the Tulane Corporate Law Institute.

Education

  • J.D., 1992, Columbia Law School
  • B.A., 1986, Wellesley College (cum laude)

Admissions

Bar

  • New York
  • Massachusetts

Courts

  • U.S. Court of Appeals for the First Circuit
  • U.S. Court of Appeals for the Second Circuit
  • U.S. Court of Appeals for the Ninth Circuit
  • U.S. District Court for the Eastern District of New York
  • U.S. District Court for the Southern District of New York
  • U.S. District Court for the District of Massachusetts
  • U.S. District Court for the Eastern District of Michigan
  • U.S. District Court for the Northern District of New York
Stuart Cable
Stuart Cable
Partner, Directors Forum Co-Director, Chair – M+A and Corporate Finance for Tech | Life Sciences

Stuart Cable represents as outside general counsel public and private companies involved in the life sciences and technology sectors. Mr. Cable also represents private equity and venture sources investing in such companies and investment banks serving such industries. He currently serves as the chair of the M&A and Corporate Finance practices for the firm’s Technology and Life Sciences business units. He previously served as chair of the firm’s Corporate Department, as chair of its Hiring Committee, as chair of its Incubator, and as a member of the firm's Executive and Allocations Committees.

Experience

Mr. Cable represents as outside general counsel a number of private and public companies, where he counsels boards of directors and management teams on corporate governance, mergers and acquisitions, and disclosure and securities law matters.

Representative M&A transactions in the past five years include the sale of Onyx Pharmaceuticals to Amgen ($10.4 billion), the sale of Eloqua to Oracle ($1 billion), the majority sale of Foundation Medicine to Roche ($1 billion), the sale of Idenix to Merck ($3.8 billion), the sale of Pharmacyclics to AbbVie ($21 billion), the sale of Xoom to PayPal ($1 billion), the private company sale of Stemcentrix to Abbvie ($5.8 billion), the sale of Opower to Oracle ($600 million), the acquisition of NXP by Qualcomm ($47 billion), the acquisitions of Euticals ($358 million – Italy) and Gadea ($174 million – Spain) by AMRI, the acquisition of Auspex by Teva Pharmaceuticals ($3.5 billion), the private company acquisition of Cord Blood Registry by AMAG Pharmaceuticals ($700 million), the 2017 sale of Neustar to Golden Gate ($2.9 billion), the 2017 sale of Lionbridge to HIG ($400 million), the 2017 sale of AMRI to Carlyle and GTCR ($1.9 billion), the 2017 sale of PAREXEL to Pamplona ($5 billion), the 2017 cross border sale of inviCRO to Konica Minolta (Japan), and the $4 billion partnership between KIND and Mars. In the course of his career, Mr. Cable has negotiated and executed over 300 M&A transactions.

Mr. Cable also represents public companies in connection with highly confidential “activist” matters, including the successful negotiation of "Cooperation" Agreements with Elliott Management on behalf of Cognizant and Citrix.

Mr. Cable serves regularly as counsel in IPOs (recently representing J.P. Morgan in the cross-border IPO of Trivago), follow-on offerings, and convertible debt transactions including the $1.5 billion convertible debt issuance by Citrix and representing Cornerstone onDemand in the 2017 $300 million strategic PIPE by Silver Lake and Microsoft.

Mr. Cable regularly represents investment banks, including J.P. Morgan, Morgan Stanley, Citibank and Centerview Partners in M&A and Corporate Finance transactions.

Mr. Cable also represents a number of private venture backed life sciences companies in governance, capital formation and collaboration transactions (including Moderna, Rubius and Yumanity).

Community and Pro Bono Activities

Mr. Cable serves as a member of the President's Leadership Council at Dartmouth College and as chairman emeritus of the Buckingham Browne & Nichols School. He has also served for more than a decade as a member of the Board of Fellows of Harvard Medical School. Mr. Cable leads the firm’s Pro Bono efforts on behalf of Camp Harbor View, a summer enrichment program for Boston’s youth.

Recognition

Mr. Cable is annually ranked in Chambers USA: America’s Leading Lawyers for Business (Corporate/M&A – Band 1), Chambers Global: The Leading Lawyers for Business (Corporate/M&A) and U.S. News-Best Lawyers (Corporate Law). Global M&A Network has named him one of the world’s top 50 M&A lawyers, recognizing his work advising Onyx Pharmaceuticals in its $10.4 billion purchase by Amgen – a transaction named 2014 Global Major Markets Life Sciences Deal of the Year. Mr. Cable also was recognized by the Financial Times in both 2015 and 2016, winning its award for Innovative Deal of the Year in advising Foundation Medicine in its $1 billion majority purchase by Roche, and in 2016 advising Citrix in its $2.6 billion Reverse Morris Trust merger with LogMeIn. In 2016, Mr. Cable was recognized by LMG as Life Sciences Transaction Attorney of the Year. In 2017, Mr. Cable was recognized by Law360 as its Life Sciences MVP.

Viewpoints

Mr. Cable lectures annually in the fields of corporate governance and mergers and acquisitions at MIT's Sloan School of Management, the Tuck School of Business Administration at Dartmouth College and the Wharton School at the University of Pennsylvania. Mr. Cable founded (2006) and co-directs Goodwin's Directors Forum, the firm's annual continuing education program designed specifically for the independent directors of the firm’s public company clients. Some of his recent speaking engagements include:

  • Boom or Bust: Opportunities and Risk in M&A,” a panel with leading investment bankers to discuss global dealmaking in sectors including biopharma, technology and energy as well as the increasing role of activist shareholders (2015 Milken Global Conference)
  • A Foundational Transaction,” a discussion of how Boards should approach strategic partnerships when a majority stake acquisition is proposed (2015 Directors Forum)
  • Sitting at the Head of the Table,” a roundtable discussion with three Board chairpersons addressing strategy, shareholder outreach and the relationship between a Board chair and the CEO (2015 Directors Forum)
  • The Directors Challenge--A Lightning Round,” features a series of boardroom “crisis” case studies presented in ‘lightning rounds’ (2016 Directors Forum)
  • Comparing an Apple, an Orange and a Pear,” features a hypothetical public company board discussion comparing an all cash strategic M&A proposal against both an all stock strategic transaction and a private equity-backed go private transaction (2017 Directors Forum)

Education

  • J.D., Columbia Law School, 1979 (Harlan Fiske Stone Scholar)
  • M.B.A., Tuck School of Business at Dartmouth, 1976
  • A.B., Dartmouth College, 1975 (magna cum laude)
Neel Chattergee
Neel Chatterjee
Partner

Neel Chatterjee is a partner in Goodwin’s Intellectual Property Practice. An internationally recognized technology litigator and trial lawyer, Mr. Chatterjee has a proven track record of wins in hard-to-win technology cases. His cases often break new ground in undefined areas of the law. Clients frequently turn to Mr. Chatterjee shortly before trial to handle complex technology cases. He is tireless in his efforts to save companies and product lines, as well as to protect core technologies of his clients. A key strategist on complex litigation spanning multiple venues, Mr. Chatterjee simplifies extremely complex concepts to ensure that the judges and juries understand the key issues in the case.

Mr. Chatterjee is committed to the community and engages in significant pro bono work. He has handled globally followed litigation involving civil rights issues for same sex couples, veterans’ rights, immigration rights and countless other issues.

Experience

Representative matters include:

Internet Liability Cases

  • Facebook v. ConnectU, et al. Lead counsel for Facebook and Mark Zuckerberg in several lawsuits involving claims under the CAN-SPAM act, Computer Fraud and Abuse Act, and related claims related to use of Facebook’s service for allegedly unauthorized purposes. Also acted as lead counsel in a separate proceeding where ConnectU (and ConnectU Founders) claimed to have created the idea for Facebook. Also represented Facebook and Mark Zuckerberg in a challenge to the settlement agreement.*
  • Facebook v. StudiVZ. Represented Facebook in a complex multinational dispute related to copying of Facebook’s graphical user interface.*
  • Facebook v. Guerbuez. Obtained a judgment of more than $850 million against an individual who used the Facebook website for improper purposes and sent false email messages to Facebook users.*
  • Facebook v. Power.com. Lead counsel for Facebook on numerous claims against Power.com related to Power.com’s Internet Service that facilitates unauthorized access to Facebook and sent unsolicited messages to Facebook users.*
  • Miller v. Facebook. Represented Facebook in a copyright infringement action related to games made available through the Facebook platform.*
  • Microsoft Corp. v. RedOrbit. Represented Microsoft in a novel Internet case related to fraudulent online advertising practices coined as “click laundering.”*
  • Microsoft Corp. v. Holmes. Represented Microsoft against an international spam ring sending vast numbers of spam promoting adult content and fake pharmaceuticals.*
  • Microsoft Corp. v. John Does 1-27. Represented Microsoft in a novel first impression matter, pursued defendants under federal and state hacking, spam and computer abuse laws and obtained relief shutting down an approximately 400,000 computer botnet capable of sending more than 1.5 billion spam email messages per day.*
  • Claridge v. RockYou. Represented RockYou in a class action associated with an online data security breach.*
  • Butler, et al. v. Adoption.com. Represented a same sex couple in a dispute with a company operating a website service related to adoption that refused to provide its services to the couple.*
  • Stoner v. eBay. Defended eBay against claims that the company was unlawfully selling, offering for sale, advertising for sale and causing the sale of illegal sound recordings in violation of three California Penal Code provisions. eBay successfully asserted that the Communications Decency Act, 47 U.S.C. section 230, immunized eBay from liability from plaintiff’s claims.*
  • eBay v. Sheaffer. Obtained a preliminary injunction under California Penal Code section 502(c) related to unlawful trespass to eBay’s computer system.*
  • EMI, et al. v. VideoEgg, et al. Represented VideoEgg in a copyright infringement dispute related to sound recordings in music videos allegedly stored on a video hosting service.*

Patent Cases

  • Rambus, Inc. v. NVIDIA Corporation. Lead the defense of NVIDIA in a series of patent and antitrust disputes before the International Trade Commission, two Federal District Courts, a European Union proceeding, and seventeen reexamination proceedings before the United States Patent and Trademark Office. These disputes were related to products that use certain interfacing technologies required by industry standards.*
  • Nomadix v. iBahn, et al. Currently lead counsel for iBahn Corporation in a multi-patent, multi-defendant patent dispute related to hotel-based internet services.*
  • Scanner Technology v. KLA-Tencor and Nvidia Corporation. Currently lead counsel in numerous patent disputes against Scanner Technology involving semiconductor inspection technologies.*
  • CoreLogic Information Solutions, Inc. v. Fiserv, et al. Currently lead counsel for CoreLogic in a complex multi-defendant action related to automated property valuation technologies.*
  • Financial Systems Technology, PTY, et al. v. Oracle Corporation (pending). Defended Oracle in a two-patent dispute related to database technology.*
  • Fotomedia v. AOL LLC, et al. Represented AOL and Photobucket as lead counsel in several patent infringement disputes related to online photosharing technologies.*
  • Collaboration Properties, Inc. v. Tandberg, Inc., and Tandberg ASA. Represented Tandberg, Inc., and Tandberg ASA in several patent infringement disputes related to videoconferencing technologies.*
  • Hewlett-Packard v. EMC Corporation. Represented EMC Corporation in a 13-patent dispute with Hewlett-Packard. The case ultimately settled in a business deal estimated at $325 million in value to EMC Corporation.*
  • Network Caching Technology LLC. v. Inktomi Corporation. Defended Inktomi in a four-patent case brought by Network Caching Technology, Inc. Successfully narrowed the case and obtained rulings of first impression related to the Northern District of California Patent Local Rules.*
  • Papst Licensing Ltd. v. Quantum Corporation. Defended Quantum and Maxtor Corporation in a 10-year-long multi-district patent action, where the plaintiff accused Quantum of infringing 26 patents related to hard disk drive motor technology.*
  • Enterasys Networks v. Brocade Communications Systems, Inc. Currently representing Brocade in an ongoing multi-patent dispute related to computer networking technology.*

Trade Secret Cases

  • Quantum Corporation v. Imation Corporation. Represented Quantum and obtained a preliminary injunction against Imation based upon a claim of misappropriation of trade secrets. The injunction was obtained within 23 days of filing the complaint.*
  • KLA-Tencor v. Rigg, et. al. Defended Philip Rigg and Rigg Systems, Inc. against a preliminary injunction motion asserting a theory of “inevitable disclosure of trade secrets,” as well as other theories.*
  • RockYou, Inc. v. Blake Commagere. Litigated against a former consultant to RockYou in a dispute related to certain Facebook gaming applications and unauthorized access to data.*
  • Iconix Corp. v. NetPickle, et al. Represented NetPickle and its founders in a dispute related to the founding of RockYou wherein Iconix accused the founders of misappropriating technology.*

Technology Transactions Cases

  • Inxight, Inc., v. Verity, Inc. Litigated a series of cases on behalf of Inxight related to licensing of software between two companies. After Inxight prevailed at trial on one of the disputes, all of the disputes settled.*

* Denotes experience prior to joining Goodwin.

Professional Activities

Mr. Chatterjee serves or has served on the Board of Directors of the Law Foundation of Silicon Valley, the Magistrate Selection Committee for the Northern District of California, the Patent Local Rules Committee and the Federal Practice Program for the Northern District of California. He also founded the Bay Area Diversity Career Fair, one of the most successful diversity career fairs in the U.S. He is also an adviser to Asian Americans Advancing Justice and the National South Asian Bar Association.

Recognition

Mr. Chatterjee has been recognized as a top IP litigator and trailblazer by Intellectual Asset Management, Managing IP, Chambers, Benchmark Litigation, National Law Journal and the Daily Journal. Chambers USA has described him as being “singled out for his abilities acting for hi-tech companies in patent infringement claims,” with “the ability to think outside the box” as well as having “in depth knowledge of patent law.” Chambers Global recently recognized Mr. Chatterjee as being “sought-after” and “valued for his strategic approach to contentious matters and his strong courtroom advocacy.” Chambers Global further stated that his peers say “He is an outstanding lawyer who is beloved by his clients. He always puts in extra effort and really knows the law.” Most recently, IAM 1000 highlighted Mr. Chatterjee as someone who “gives terrific legal advice and has seen a lot of success in court,” also remarking that “he exudes friendliness and confidence, and has the right personality to remain at the top.” Mr. Chatterjee has also been recognized by Best Lawyers in the field of patent and intellectual property litigation.

Publications

  • “5 Secrets Of Successful Patent Litigators,” Law360, December 2015.
  • Panel moderator, “Litigating High-Profile Cases,” 2015 National Asian Pacific American Bar Association, November 2015.
  • “Neel Chatterjee Discusses Impending Changes to Federal Rules of Civil Procedure and How They Will Affect Patent Litigation,” Corporate Counsel, October 2015.
  • “For Patent Trolls, a Time of Reckoning,” Corporate Counsel, April 2015.
  • “IP Partner Discusses Government Surveillance of the Internet,” The Wall Street Journal’s Digits Blog, June 2013.
  • Co-Author, “No Getting Around It: Courts Begin to Rule Against Acts of Circumvention,” The National Law Journal, October 2000.
  • Author, “Digital Millennium Copyright Act: A New Balance for a New Era,” The Journal of Proprietary Rights, November 2000.
  • Author, “Admitting Computer Animations: More Caution and New Approach Are Needed,” Defense Counsel Journal, January 1995.
  • Author, “Imperishable Intellectual Creations: The Limits of the First Sale Doctrine,” Court Review, Winter 1995.
  • Author, “Should Trade Secret Appropriation be Criminalized?” Hastings Communications and Entertainment Law Journal, 1997.

Education 

  • J.D., 1994, Vanderbilt University
  • B.S., 1991, Dartmouth College

Clerkships

  • 1995 - 1997 U.S. District Court for the Northern District of California, Honorable Patricia V. Trumbull
  • 1994 - 1995 Colorado Supreme Court, Honorable Mary Mullarkey, Chief Justice

Admissions

Bar

  • California

Courts

  • U.S. District Court for the Northern District of California
  • U.S. District Court for the Central District of California
  • U.S. District Court for the Southern District of California
  • U.S. District Court for the Eastern District of Texas
Jennifer Fay
Jennifer Merrigan Fay
Partner

Jennifer Fay is a partner in Goodwin’s Labor + Employment practice and a member of the firm’s Executive Committee. She is also a founding member of the firm’s Trade Secrets + Restrictive Covenants practice. Ms. Fay focuses her employment law practice on servicing the firm’s technology, life sciences, private equity/venture capitalist and financial services clients, as counselor, a litigator and an employment law compliance expert. She has developed a particular expertise in connection with CEO and other executive transitions, complex workplace investigations and the development and implementation of proactive human resources strategies, including interactive workplace training. Ms. Fay dedicates much of her practice to investigations related to alleged discrimination/harassment, ethics and policy violations, founders’ disputes and whistleblower claims.

Ms. Fay is also the firm’s primary specialist on employment-related issues that arise in connection with transactional matters, including mergers and acquisitions, asset deals and financing events. She regularly advises clients regarding complex topic areas, including IRS Code Section 409A compliance with respect to employment arrangements, sophisticated employment arrangements (including for public company executives), bonus plans and equity compensation matters.

She has special expertise in the areas of restrictive covenants including noncompetition, nondisclosure and nonsolicitation agreements. Trade secret issues often come into sharpest focus when an employee leaves one company to start another or work for a competitor. Such cases raise trade secret issues for all parties involved. Ms. Fay regularly provides strategic counseling and litigation services to clients who find themselves in these circumstances.

Ms. Fay also has in-depth knowledge of worker classification, discrimination, harassment and anti-retaliation laws, pay equity legislation and other high priority areas of interest for employers. She applies her subject matter expertise while counseling clients, negotiating with opposing counsel, handling disputes including through mediation and litigation, and collaborating with the firm’s business law attorneys and clients.

Experience

Ms. Fay works with publicly traded organizations as well as small businesses and across industry lines.  She has ongoing relationships with many of the firm’s life sciences and technology clients, as well as numerous private equity and venture capital firms and their portfolio companies.

Her notable work in the past year includes handling sensitive and high stakes executive-level investigations and transitions, collaborating with respected economists to conduct gender pay equity audits, and presenting in venues across the country as a subject matter expert with respect to workplace harassment and assault.

Over the years, Ms. Fay has developed special expertise in the areas of executive employment agreements, worker classification matters, sexual and other types of discriminatory harassment, reductions-in-force and restrictive covenants.

Professional Activities

Ms. Fay is a graduate of the Massachusetts Commission Against Discrimination's Train the Trainer Certification Program and is on the MCAD's list of recommended trainers. She is a member of the Boston, Massachusetts and American Bar Associations.

Recognition 

Ms. Fay is listed in the Labor & Employment category in Chambers USA: America’s Leading Lawyers for Business, where clients praise her for being "very good in a crisis" and understanding how businesses work, really knowing the law, and understanding people issues. She has also been recognized by Best Lawyers in the field of labor and employment litigation.

Publications

Ms. Fay is a regular speaker at internal and external seminars and webinars, board of director and executive committee meetings and has taught continuing legal education courses for attorneys on a variety of employment law topics. Her recent presentations and publications include:

  • “Sexual Harassment Investigations: Do the Securities Laws Require Disclosure? Can Directors Be Sued? Practical Considerations, Legal Standards, and Recent Cases," Law360
  • “Sexual Harassment and Sexual Assault in the Workplace,” The Directors Letter, Three Part Video Series
  • “Ask the Expert,” The CFO Leadership Council
  • “Harassment and Sexual Assault,” Board Leaders Seminar at Babson College, Daly & Company
  • “Sexual Harassment and Other Topics,” Law School for the CFO, NYC CFO Leadership Council
  • “Sexual Harassment and Gender Pay Equity Issues,” Tapestry Networks, Northeast Audit Committee Network and the Compensation Committee Leadership Network  
  • “Trailblazers,” Women@Work Network, Loomis Sayles & Company
  • “Sexual Harassment: What is the Difference,” Massachusetts Bankers Association Executive Retreat
  • “Women in Banking: Taking it to the Next Level for Success,” Massachusetts Bankers Association
  • “Enforcement of Non-Competition Agreements: Developments in Massachusetts,” Employee Relations Law Journal

Education

  • J.D., 1993, Suffolk University School of Law (magna cum laude). Ms. Fay was the recipient of the Law Faculty’s Outstanding Student Award, served as Editor-in-Chief of the Suffolk University Law Review and was class Salutatorian.
  • B.A., 1989, Boston College (cum laude

Admissions

Bar

  • Massachusetts
Lisa Haddad
Lisa Haddad
Partner, Directors Forum Co-Director, Co-Chair, Public M+A / Corporate Governance

Lisa Haddad, a partner in Goodwin’s Business Law Department and a member of its Executive Committee, is co-chair of the firm’s M+A / Corporate Governance Practice. She focuses on mergers and acquisitions, corporate governance, securities offerings, securities law compliance for public companies, and general corporate matters. Ms. Haddad also co-chairs Goodwin’s Women’s Initiative.

Experience

Ms. Haddad has extensive experience in representing buyers and sellers in merger and acquisition transactions involving both public and private companies, especially in the life sciences and technology sectors. In this area, she has a special focus on public company mergers and acquisitions. Ms. Haddad also advises public companies on a wide variety of corporate and securities matters and represents public companies as general corporate and securities law counsel. In that capacity, she provides advice in all aspects of corporate governance and securities law compliance.

Some of her recent experience includes representing:

  • Neustar in its $2.9 billion sale to Golden Gate Capital 
  • Citrix Systems in its Reverse Morris Trust transaction with LogMeIn
  • LoJack Corporation in its $135 million sale to CalAmp Corp.
  • Foundation Medicine in its $1.0 billion sale of a majority stake to Roche
  • Teva Pharmaceutical in its $3.2 billion acquisition of Auspex Pharmaceuticals
  • Trulia in its $3.5 billion sale to Zillow
  • Eloqua in its $1.0 billion sale to Oracle
  • Citrix Systems in its cooperation agreement with Elliott Management
  • Cognex Corporation in the sale of its surface inspection systems division to AMETEK
  • Teva Pharmaceutical in the sale of its animal health division to Bayer
  • Haemonetics Corporation in its acquisition of Pall Corporation's blood collection, filtration and processing product lines

Publications

Ms. Haddad is a co-director of Goodwin Procter’s Annual Directors Forum, an educational program designed for directors of public companies. She also speaks at various board education programs and legal seminars on topics in her areas of practice.

Education

  • J.D., Harvard Law School, 1996 (magna cum laude)
  • B.B.A., University of Massachusetts Amherst, 1993 (cum laude)

Admissions

Ms. Haddad is admitted to practice in Massachusetts.