Deborah Birnbach > Goodwin > Boston, United States > Lawyer Profile

Goodwin
100 NORTHERN AVENUE
BOSTON MA 02210
MASSACHUSETTS
United States

Position

Partner

Career

Deborah Birnbach is a partner and co-chairs Goodwin’s Complex Litigation & Dispute Resolution and Public M&A / Corporate Governance practices and is a member of the firm’s Life Sciences Disputes group. She specializes in securities litigation, including class action defense; SEC, regulatory and internal investigations; M&A-related litigation; stockholder disputes; fiduciary duty claims; and proxy contests. Deborah’s practice is national in scope and clients include public and private companies in healthcare, life sciences and technology, their boards and officers, and private equity firms and their partners.

Deborah represents issuers and their directors and officers in securities and shareholder litigation and corporate governance matters including defending allegations of insider trading, misleading disclosures, M&A transactions, insufficient deal consideration, improper revenue recognition and other alleged accounting irregularities, self-dealing and breach of fiduciary duty, among other issues. With colleagues in the Public M&A / Corporate Governance Practice, Deborah works with integrated deal teams on public M&A transactions, representing targets, acquirers and their financial advisers. She also counsels on litigation avoidance, including arbitration, mediation and other alternative dispute resolution methods.

Deborah conducts internal corporate investigations for audit committees and other board committees in financial accounting and corporate governance-related matters, including whistleblower matters under the Sarbanes-Oxley and Dodd-Frank Acts. She also represents clients in FINRA inquiries and in regulatory proceedings brought by the SEC and others in possible accounting irregularities, corporate disclosures to investors and insider trading, among other matters.

Education

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

Lawyer Rankings

United States > Dispute resolution > M&A litigation: defense

Goodwin has built a strong presence in M&A litigation across the country through its focus on key industry sector, notably technology, life sciences and real estate, and its highly regarded private equity practice also puts the firm in the frame for high-value disputes. It is ‘a commercially savvy firm that looks for cost-effective solutions‘. Deborah Birnbach and Caroline Bullerjahn in Boston, Douglas Flaum and Jordan Weiss in New York (who is ‘insightful and able to quickly deduce strategic paths‘), and Jonathan Shapiro in San Francisco lead the practice. Birnbach, who is a prominent member of the firm’s life sciences disputes group, is currently involved in a high-stakes class action on behalf of Citrix Systems, Inc. concerning its $16.5bn merger with Vista and Elliott, having already resolved eleven disclosure suits relating to the same deal. Flaum’s recent highlights include defeating two motions for preliminary injunction to stop a $1.2bn series of transactions closing for REITs including Cedar Realty Trust, Inc. Emerging partner talent Adam Slutsky also plays a central role in key matters.

United States > Dispute resolution > Securities litigation: defense

Goodwin has a prominent role in high-stakes cases in key industry sectors such as life sciences and biotechnology, though it also handles significant matters involving REITS and large technology companies. The firm is also increasingly involved in representing financial institutions and fintech companies. Boston-based Deborah Birnbach leads the securities litigation and SEC enforcement department within the complex litigation practice along with Daniel Roeser and Douglas Flaum in New York, Caroline Bullerjahn in Boston, and San Francisco-based Jonathan Shapiro. Bullerjahn is currently representing Chardan Capital Markets LLC, which served as underwriter for SPAC Trident Acquisition Corp in matters arising from its de-SPAC transaction with Autolotto. Roeser, whose track record includes high-profile mortgage-backed securities cases and some of the largest securities class actions in history, is currently acting for residential mortgage REIT Two Harbors Investment Corp. in a case seeking hundreds of millions of dollars in damages. Clients praise ‘the firm’s commitment to go the extra mile‘.

United States > M&A/corporate and commercial > M&A: middle-market ($500m-999m)

Displaying broad expertise across the whole spectrum of corporate transactions, including cross-border acquisitions, divestitures, and leveraged buyouts, the Goodwin team is heavily praised for its ‘extremely smart, capable, and well-informed’ approach. The practice frequently provides strategic counsel on various shareholder-related issues, including proxy contests, activism, and shareholder litigation, with Boston-based global chair of M&A Stuart Cable noted as an expert in the life sciences sector. Lisa Haddad routinely represents buyers, sellers, and financial advisors, while Jacqueline Mercier focuses on complex corporate governance issues. Also based out of Boston, John Haggerty and Deborah Birnbach co-chair the public M&A offering. From Silicon Valley, Lawrence Chu brings vast experience in handling joint venture arrangements and recapitalizations, while New York-based Joshua Zachariah is highly knowledgeable in the tech and private equity spheres. Alessandra Love Simons left the firm in November 2023.