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Alan
S.
Goudiss
Partner
Education
Emory University School of Law, J.D., 1987
Georgetown University, School of Foreign Services, B.S.F.S., 1984
Practice
Mr. Goudiss, a partner in the Litigation Group, joined the firm in 1987 and became a partner in 1996. His practice includes a wide range of commercial, securities, corporate governance, and mergers and acquisitions litigation and advice. Mr. Goudiss is a member of the firm’s Sports Group.
Experience
Recent M&A Cases
- In re Synthes Inc. Shareholders Litigation (Del. Ch.) (withdrawal of preliminary injunction motion allowing $23 billion transaction to proceed to close)
- In re Celera Corp. Shareholders Litigation (Del. Ch.) (successful resolution of fairness and disclosure claims)
- In re China Security and Surveillance Technology, Inc. Shareholders Litigation (Del. Ch.) (successful resolution of stockholder claims challenging going-private transaction)
- In re Zenith National Insurance Corp. Shareholders Litigation (Del. Ch.) (denial of preliminary injunction on process and disclosure claims)
- In re Cadbury plc Shareholders Litigation (D.N.J.) (dismissal of fiduciary duty and disclosure claims arising out of Kraft takeover bid)
- In re WebMD Shareholders Litigation (N.Y. Sup. Ct.) (dismissal of complaint challenging merger of WebMD and Healtheon Corp.)
- In re OdysseyRe Shareholders Litigation (Conn. Super. Ct.) (denial of TRO and dismissal of complaint alleging fairness and disclosure claims)
- Hexion Specialty Chemicals, Inc. v. Huntsman Corp. (Del.Ch.) (court found knowing and intentional breaches of $6.5 billion merger agreement and ordered specific performance of various covenants)
- In re Bright Horizons Family Solutions Shareholders Litigation (Mass. Super. Ct.) (settlement of claims arising out of going private transactions)
- In re USI Holdings Corp. Shareholders Litigation (N.Y. Sup. Ct.) (denial of preliminary injunction)
- In re HCA Inc. Shareholders Litigation (Tenn. Chan. Ct.) (successful resolution of class and derivative claims)
- In re Aramark Shareholders Litigation (Del. Ch.) (successful resolution of class claims)
- In re Georgia-Pacific Shareholders Litigation (Fulton County (Ga.) Superior Court) (preliminary injunctions on fairness and disclosure grounds denied)
- In re SunGard Data Systems, Inc. Shareholders Litigation (Del. Ch.) (motion to expedite and schedule preliminary injunction hearing denied)
- Brown v. Berger et al. (Del. Ch.) (complaint challenging Boston Scientific Corporation’s acquisition of Rubicon Medical Corporation dismissed)
- City of Monroe Employees’ Retirement System v. CTI Molecular Imaging, Inc. et al. (E.D. Tenn.) (temporary restraining order seeking to enjoin Siemens A.G.’s acquisition of CTI Molecular Imaging, Inc. denied)
- 7-Eleven Shareholders Litigation (Tex. Dist. Ct.) (successful resolution of class and derivative claims)
Other Representative Matters
- In re Lincoln Educational Services Corp. Securities Litigation (D.N.J) (dismissal of securites claim against company and officers)
- IMAX Corporation v. Cinemark USA, Inc. (S.D.N.Y) (successful settlement of contract and trade secret claims)
- U.S. Bank National Association v. IMAX Corporation (N.Y. Sup. Ct.) (court granted IMAX’s motion for summary judgment dismissing cross-claims, finding consent solicitation was valid)
- Thomas Comer v. Swett & Crawford Group, Inc. (S.D.N.Y.) (jury verdict in favor of defendant on $15 million employment agreement claim)
- Shelbourne Properties Derivative Litigation; Chris-Craft v. Viacom; Phelps Dodge v. Cyprus Amax and ASARCO; Oneida v. Libbey; QVC v. Paramount; Thermo-Electron v. Puritan-Bennett; American Home Products v. American Cyanamid; Georgia-Pacific v. Great Northern Nekoosa; Tate & Lyle v. Staley Continental; Consolidated Gold Fields v. Minorco (representation of principals in hostile M&A litigation)
- Express Scripts v. Caremark; Atlantic Coast Airlines v. Mesa Air; High River v. Hallwood Realty; Allied Signal v. BF Goodrich and Coltec; United Rentals v. Rental Services and NationsRent; Computer Associates v. Computer Sciences; Circle K v. National Convenience Stores; AT&T v. NCR (representation of financial advisors in hostile M&A litigation)
- Reader’s Digest Shareholders Litigation; Credit Suisse First Boston/DLJ; MCI Worldcom/Sprint; Delta/Comair; Viacom/Spelling; Ahold/Pathmark; British Telecommunications/MCI; J.C. Penney/Eckerd; Munich Re/American Re; Silicon Graphics/Cray; Pharmacia/Upjohn; Seagram/MCA; Viacom/Blockbuster (representation of principals in shareholder M&A litigation and litigation advice)
- In re Limelight Networks Securities Litigation (dismissal of securities fraud claims)
- In re Insurance Brokerage Litigation (dismissal of MDL complaint against HUB International alleging antitrust and RICO violations)
- Stonington Partners v. Lernout & Hauspie (prosecution of action for fraud and rescission)
- In re PhyCor Corporation Securities Litigation (defense of securities fraud claims)
- In re Ivan F. Boesky Securities Litigation (representation of Wickes Companies in stock manipulation action)
- Various sports-related matters, including the New York Rangers/Keenan dispute, Doubleday v. Wilpon (ownership of New York Mets), the sale of the Boston Red Sox and representation of Showtime Networks in certain litigation concerning Mike Tyson
Publications
- Co-author, “The Business Strategy Immunity: Nuts and Bolts,” (Practising Law Institute), 2011
- Co-author, “Risky business: The Cadbury-Kraft merger showed that US courts are not intent on resolving disputes arising under English law,” International Financial Law Review, February 2011
- Contributor and panelist, 27TH ANNUAL FEDERAL SECURITIES INSTITUTE (West Legalworks/The Florida Bar Business Law Section) February 2009
- Co-author, “Taking Soured M&A Deals to Court,” New York Law Journal, Aug. 25, 2008
- Co-author, “The ‘Caremark’ Decision,” The National Law Journal, Aug. 20, 2007
- Co-author, “Emerging Communications: Directors Found Liable for $148 Million in Squeeze-Out Transaction,” The M&A Lawyer, June 2004
- Contributor, “The Ties That Bind—The Changing Definition Of Director Independence,” D&O Advisor, Fall 2003 (2004 Burton Award winner)
- Co-author, “Recent Case Law on the Attorney-Client Privilege and In-House Counsel: More—and Less—than Meets the Eye,” American Bar Association, 1998
- Co-author, “Federal and State Securities Law Litigation: Fundamentals and Recent Developments,” First Annual Civil Litigation Institute (Practising Law Institute), 1997
- Co-author, “Hostile Takeovers in the 90’s,” New York Law Journal, Dec. 11, 1995
Media Appearances
- Court TV, March 2004 (Jayson Williams trial)
- ESPN, July 2003 (Kobe Bryant case)
Bar Admissions/Qualifications
New York (state and federal)
Courts
United States Court of Appeals for the First Circuit
United States Court of Appeals for the Second Circuit
United States Court of Appeals for the Third Circuit
United States Court of Appeals for the Sixth Circuit
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