The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Matthew Goodman, Partner—General Practice
Recognized by The Deal as an M&A “Rising Star” in 2020, Matthew Goodman is a member of the firm’s General Practice group and represents clients in a range of domestic and international mergers and acquisitions and private equity transactions, including mergers, joint ventures, stock purchases, and asset acquisitions in a variety of industries, including financial institutions, consumer goods, and information technology. Matthew also regularly advises on corporate governance.
Matthew regularly participates in conferences and contributes to thought leadership in the M&A and corporate governance space. Most recently, he spoke at the Rules for Growth Institute (Droit & Croissance) “Corporate Governance & Shareholder Empowerment” Symposium as well as on the “Earn-outs and Fiduciary Duties in Private Transactions” panel at PLI’s Acquiring or Selling the Privately Held Company 2019.
Matthew is also a member of the Mergers, Acquisitions & Corporate Control Contests Committee of the New York City Bar Association; the Leadership Council of Lawyers for Children; and the Wine, Beer, and Spirits Law Committee of the NYSBA Business Law Section.
Matthew received his J.D. from the University of Michigan Law School and graduated from McGill University with a Bachelor of Arts.
Describe your practice area and what it entails.
S&C’s M&A practice is a recognized leader in the industry, with a unique diversity of experience, exceptional professional judgment, and a demonstrated history of innovation. At a high level, M&A involves helping our clients grow, expand, reorient, and streamline their businesses—and doing so in a holistic, deliberative, and thoughtful way. Our lawyers, most of whom have been at S&C for the entirety of their careers, operate as a single multidisciplinary team across the firm’s various practices and geographies. This close collaboration with clients, colleagues, and other advisers—a hallmark of S&C—gives the team great versatility and insights. We can execute any type of transaction, in any industry, economic climate, or region.
What types of clients do you represent?
Our M&A client base comprises a broad range of companies across the industry spectrum, including consumer and retail, energy, financial services, health care, and technology. At S&C, we have the privilege of advising both large and small companies on their most strategically significant and headline-grabbing matters. This range of clients and work is what drew me to S&C and what has kept me here. I have the opportunity to see a variety of cutting-edge deals, work in a broad-based practice, and learn from the best of the best. The diverse nature of our clients creates a sense of excitement with each new opportunity. I also count myself lucky in that I’ve had the opportunity to build long-standing relationships with a number of clients that started at the earliest stages of my career, including Anheuser-Busch InBev.
What types of cases/deals do you work on?
Being an M&A lawyer requires a diverse skill set, and at S&C, our lawyers gain invaluable experience that enables them to be dynamic thinkers and make a significant impact on our clients’ most important business decisions. Our responsibility is to ensure that clients understand the legal issues in order to make appropriate decisions. Whether that’s developing a creative transaction structure, effectuating a deal as quickly as possible, working with regulators in different jurisdictions, or solving day-to-day practical problems, there is always something new and exciting to tackle. Throughout my time at S&C, I’ve had the chance to advise a variety of companies, including Anheuser-Busch InBev, GGP, C&S Wholesale Grocers, UnitedHealth Group, and Goldman Sachs. As an M&A lawyer, you also get to work closely with the C-suite and company boards, which allows you to work on a discrete task, while simultaneously seeing the bigger strategic picture.
How did you choose this practice area?
Initially, I had aspirations of being a litigator and practicing in a courtroom, but as a summer associate I had the opportunity
to work on transactional matters and in my 3L year take a clinic, where I got to participate in simulated M&A and real estate transactions. After that, I instantly shifted gears and decided that I wanted to be a transactional lawyer. My time working at Groupon prior to joining S&C was invaluable as well. The commercial experience that I gained there confirmed my interest in doing corporate work and the type of lawyer I wanted to be.
What is a typical day like and/or what are some common tasks you perform?
I start every day trying to figure out how to stay ahead of issues, balance theoretical versus practical questions, and ensure the teams I’m leading and part of have everything they need to be successful. In short, my work boils down to a combination of putting technical expertise and problem-solving skills to work and managing and mentoring.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Law schools have begun to spend a lot more time investing in clinics, practicums, and seminars, and taking those types of courses can be enormously helpful. I would also recommend reading the Financial Times and The Wall Street Journal—your focus should be on publications that get to the commercial and economic issues that drive a lot of clients’ most critical issues and decisions. It’s also helpful to talk to practicing lawyers—you may be surprised by how willing they are to make time to speak with students, even if the only common connection is the same law school or college. Don’t be afraid to reach out by email to lawyers you don’t know personally if you’re interested in working at their firms!
What are some typical tasks that a junior lawyer would perform in this practice area?
Initially, you can expect to spend a fair amount of time getting your feet wet, which could range from observing more-senior lawyers during meetings and on calls, doing research assignments, or performing due diligence. But at S&C, junior lawyers are exposed to very substantive work early on in their careers, and it is not uncommon for second and even first years to take on the role of a mid-level or senior associate on smaller deals. We’re able to do this because we staff our teams leanly—in part because we’re committed to offering our associates the best possible on-the-job training and also because we place a great deal of trust in the recruitment process and have a terrific record of hiring incredibly bright, ambitious lawyers.
What kinds of experience can summer associates gain in this practice area at your firm?
S&C summer associates are encouraged to explore a variety of different practice areas and get to know the lawyers that work in those practice areas. The summer associate experience is largely dictated by individual choices and preferences. If a summer associate wants to be fully integrated into a deal team, we will completely involve them in the matter. If a summer associate is interested in developing his or her writing skills, they can draft longer form memos or assist with research projects. The goal of our summer associate program is to provide as much exposure to the different practices at the firm and to replicate the associate experience as closely as possible. We always make sure there’s a good mix of hands-on work, formal training, and informal networking opportunities. By the end of the program, summer associates generally have a clear idea of which practice group they want to join when they return to the firm.
In what ways has the coronavirus pandemic affected your practice? How have you adjusted to lawyering in the wake of COVID-19?
Our generalist approach means that my practice is always evolving. That said, the onset of the COVID-19 pandemic has certainly played a role in how the M&A practice has evolved over the last year. In addition to traditional M&A work, I’ve spent a lot of time recently with clients, advising them on governance issues, strategies for weathering the impacts of the pandemic, distressed opportunities, and a fair amount of crisis management. Bringing to bear my experience in new and novel situations—with the help of my colleagues—is exciting and enriching, and S&C’s generalist model is set up for just that.
How do you deal with the fast-paced nature of your work in M&A, especially given the high stakes for your client?
If you really love your work—and I do!—it doesn’t seem all that fast paced. That said, I’ve found that there are a few things that are essential to running deals efficiently and effectively. Staying organized and listening actively—especially when it comes to what your clients want to achieve and what their pain points are—are critically important. Not surprisingly, it is also critical to collaborate and understand that M&A is completely a team effort. I’ve also found that the intensity of M&A work has helped me think on my feet and problem solve both quickly and successfully.