Alan S. Goudiss

Overview

Mr. Goudiss, a partner in the Litigation practice, 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. With a wealth of experience, Alan has counseled multinational corporations across a variety of industries such as healthcare, technology, media, telecommunications, financial services, and industrials.

Mr. Goudiss was recognized by The Legal 500 as a “Leading Lawyer” in M&A Litigation Defense in 2021, 2022 and 2023.

Mr. Goudiss is a member of the firm’s Sports Group, and frequently contributes to the firm’s M&A Watch, which discusses and provides perspectives on recent M&A cases and rulings. He is also engaged in thought leadership outside the firm, most recently having led a panel discussion as part of the Corporate Board Member’s 16th annual Boardroom Summit conference.

Experience

Recent M&A Cases

In re Baker Hughes Incorporated Merger Litigation (Del. Ch.) (dismissal of fraud and aiding and abetting claims)
Hurtado v. Gramercy Property Trust (D. Md.) (dismissal of Section 14(a) claim against financial advisor)
In re Raytheon Company Stockholders Litigation (Del. Ch. and D. Del.) (successful resolution of stockholder claims arising out of merger)
In re Aetna Stockholders Litigation (E.D. Pa.) (successful resolution of stockholder claims arising out of merger)
In re Gener8 Martine Stockholders Litigation (S.D.N.Y.) (successful resolution of stockholder claims arising out of merger)
In re A. Schulman Stockholders Litigation (Del. Ch.) (successful resolution of stockholder claims arising out of merger)
In re WebMD Stockholders Litigation (Del. Ch.) (successful resolution of stockholder claims arising out of merger)
In re B/E Aerospace, Inc. Stockholders Litigation (Del. Ch. and S.D. Fla.) (successful resolution of stockholder claims arising out of merger)
In re Metaldyne Performance Group, Inc. Stockholders Litigation (E.D. Mich.) (successful resolution of stockholder claims arising out of merger)
In re Artic Cat Inc. Stockholders Litigation (D. Minn.) (successful resolution of stockholder claims arising out of merger)
Ridler v. Hutchinson Technology Inc. (D. Minn.) (dismissal of Section 14(a) claim against financial advisor)
In re Zale Corporation Stockholders Litigation (Del. Ch.) (dismissal of aiding and abetting claim against financial advisor)
In re Trulia, Inc. Stockholders Litigation (Del. Ch.) (dismissal of claims challenging acquisition of Trulia, Inc. by Zillow, Inc.)
In re Old Carco LLC (Liquidation Trust v. Daimler AG) (S.D.N.Y. Bankr.) (dismissal of fraudulent conveyance and tort claims seeking more than $4 billion in damages arising from Chrysler demerger; affirmed by U.S. Court Appeals for the Second Circuit)
In re Synthes Inc. Shareholders Litigation (Del. Ch.) (dismissal with prejudice of class action complaint challenging $19.7 billion merger of Synthes and Johnson & Johnson)
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 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)

Other Representative Matters

In re Altice USA, Inc. Securities Litigation (Sup. Ct. Queens Cty.) (dismissal of Section 11 claims)
Bank of New York v. Synchronoss Technologies Inc. (Del. Ch.) (settlement of indenture trustee claims)
Loffredo v. Daimler AG (E.D. Mich.) (dismissal of ERISA class claims affirmed by U.S. Court of Appeals for the Sixth Circuit)
In re WebMD Health Corp. Securities Litigation (S.D.N.Y) (dismissal of securities claim against company and officers)
In re Lincoln Educational Services Corp. Securities Litigation (D.N.J) (dismissal of securities 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)
In re Ivan F. Boesky Securities Litigation (representation of Wickes Companies in stock manipulation action)
Various sports-related matters, including the sale of the Liverpool Football Club, Doubleday v. Wilpon (ownership of New York Mets), the sale of the Boston Red Sox, the New York Rangers/Keenan dispute and representation of Showtime Networks in certain litigation concerning Mike Tyson

Of Note

Awards & Accolades

Leading Lawyer in M&A Litigation - Defense, The Legal 500, 2021 - 2023

Publications

Co-author, “Delaware Court of Chancery Rejects Stockholder Demand for Corporation to Supplement Its Section 220 Production with Searches and Production of Email,” The M&A Lawyer, October 2023
Co-author, “Delaware Court of Chancery Holds That Corwin Cleansing Does Not Apply to Claims for Injunctive Relief Related to Alleged Defensive Measures,” The M&A Lawyer, June 2023
Co-author, “Delaware Court of Chancery Dismisses Breach of Contract Claims Against Buyer, Finding Seller Retained Post-Closing Liability Related to Certain Product-Liability Litigations,” The M&A Lawyer, May 2023
Co-author, “Delaware Court of Chancery Grants Plaintiff Attorney's Fees Award Under Corporate Benefit Doctrine for Demand to SPAC Board Leading to Adjusted Voting Structure in Connection with Merger,” The M&A Lawyer, February 2023
Author, “Delaware Court of Chancery Finds Personal Jurisdiction Over LLC “Acting Manager” in Post-Closing Investor Action Challenging Merger with SPAC,” The M&A Lawyer, November/December 2022
Author, “Delaware Supreme Court Reverses Dismissal of a Post-Merger Suit for Alleged Breach of Fiduciary Duty Related to Disclosures on Appraisal Rights,” The M&A Lawyer, August 2022
Author, “Finding That Allegedly Conflicted Acquisition Satisfied Entire Fairness Review, Delaware Court of Chancery Rejects Breach of Fiduciary Duty Claims,” The M&A Lawyer, June 2022
Author, “Eighth Circuit Affirms Dismissal of Merger-Related Derivative Suit for Failure to Plead Demand Excusal,” The M&A Lawyer, May 2022
Author, “Delaware Court of Chancery Rejects Motion to Stay SPAC Breach of Fiduciary Duty Suit Pending Parallel Federal Securities Action,” The M&A Lawyer, April 2022
Co-author, “Conducting An Effective Sports Investigation,” Inside The Minds: Understanding Sports Law, Aspertore, 2014
Co-author, “The Challenges for Sellers in Obtaining Effective Remedies in M&A Transactions,” Mergers & Acquisitions Law Report (BNA), September 2012
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 and Speaking Engagements

“White Collar Investigations and Sports Law: Conducting an Effective Sports Investigation,”
Thomson Reuters Webcast, December 2014, New York
Quoted by Law360 (2014 M&A Outlook) and Corporate Disputes: JAN-MAR 2014 (Options for directors in M&A litigation)
Court TV, March 2004 (Jayson Williams trial)
ESPN, July 2003 (Kobe Bryant case)

Practices