Mr. Goldman counsels middle market and smaller public company clients on a broad array of corporate and transactional matters, focusing on mergers and acquisitions (domestic and cross-border); capital formation and finance; governance; private placements and securities law compliance; distressed business restructuring and the corporate aspects of bankruptcy reorganization; and the organization and governance of joint ventures. He has substantial experience representing audit committees and other special board committees in corporate governance and internal investigation matters. He is a frequent speaker nationally on corporate matters, with a particular emphasis on the organization and operation of businesses as limited liability companies or other alternative entities. He is the author of The New Jersey Limited Liability Company Forms and Practice Manual and has been engaged as an expert witness on alternative entity governance and other corporate issues in litigation arising from transactional matters. Mr. Goldman has held numerous leadership positions in the American Bar Association, Business Law Section. He chairs the firm’s Legal Opinion Committee.
As a legal advisor on a broad spectrum of corporate and transactional matters, Mr. Goldman:
- Acts as general outside counsel for closely-held middle market companies with global operations, in industries including graphic communications, food products packaging, and direct sales.
- Works with “family offices” on governance matters pertaining to controlled companies, the structure and implementation of strategic investments, and the design and implementation of equity-based incentive plans for key personnel.
- Represents stakeholders in distressed situations in the development and implementation of business restructurings and works with the firm’s Financial Restructuring & Creditors’ Rights Group on the corporate aspects of bankruptcy reorganization.
Areas of Focus
Corporate Aspects of Bankruptcy Reorganization
In conjunction with the firm’s engagement as counsel to the debtors in the chapter 11 liquidation of a major northeastern trucking company, Mr. Goldman was responsible for the Section 363 sale of a long-haul trucking company affiliate and the coordination of matters among 10 secure lenders incidental to the auction sale of in excess of 7,000 items of rolling stock.
In conjunction with the firm’s engagement as counsel to the chapter 11 trustee and the liquidating trustee in In re DBSI, Inc., et als., a multi-debtor, multi-hundred million-dollar bankruptcy case in the United States District Court for the District of Delaware, involving a complex series of real estate and technology company interests and multiple classes of defrauded investors and creditors, Mr. Goldman was responsible for counseling the Trustees on corporate and alternative entity governance, transactional and securities law matters relating to the structure and implementation of the plan of liquidation, the management and disposition of equity interests in operating technology companies, and liquidating trust administration.
For many years, Mr. Goldman was counsel to the successor of United States Lines, which emerged from chapter 11 as a company owned by several thousand former unsecured creditors. His work included counseling the board of directors, liaising with the post-bankruptcy liquidating trustee, guiding the acquisition of a hotel and hospitality company, taking the company public under the ’34 Act, and ultimately steering a “going private” transaction.
Board of Directors Special Committee Engagements
Mr. Goldman has been engaged as special counsel to boards of directors and special board committees in connection with both transactional matters and internal investigations involving alleged irregular activities engaged in by senior executives. The latter have entailed coordinated work with members of the firm’s commercial litigation and white collar criminal defense practice groups who have been responsible for the forensic investigative elements of the engagements.
Mr. Goldman regularly advises clients on issues pertaining to the organization of joint ventures and businesses conducted in entities other than corporations, such as limited liability companies and limited partnerships. He is the author of the New Jersey Limited Liability Company Forms and Practice Manual, has written articles on issues pertaining to alternative entities, and has been a panelist on numerous American Bar Association programs addressing formation and operational challenges involving LLCs.
Mr. Goldman is a member of the firm’s Cross-Border Transactions Team and has represented numerous international clients, advising on cross-border transactional matters and the formation of business ventures in the United States.
New York University School of Law (LL.M.)
Boston University School of Law (J.D.)
Colgate University (A.B., cum laude)
State of New Jersey
State of New York
United States Tax Court
United States District Court for the District of New Jersey
United States District Court for the Southern District of New York
United States District Court for the Eastern District of New York
American Bar Association
Standing Committee on Professionalism (Liaison from Business Law Section), 2013-2019
American Bar Association
Business Law Section, Leadership positions
Governing Council, 2009-2013
Business Law Now CLE Editorial Board
Leadership Development Committee; Leadership Academy
Business Law Advisors Committee
Middle Market and Small Business
Committee Chair, 2005-2008
Business Law Today
Editorial Board, 2013-2019
Vice Chair, 2013-2016
American Bar Association, Business Law Section
Committee on Commercial Finance
Committee on LLCs, Partnerships and Unincorporated Associations
Committee on Mergers & Acquisitions
Committee on Legal Opinions
American Bar Foundation
Imagine, A Center for Hope
The Westfield Foundation
Town of Westfield, New Jersey
Downtown Westfield Corporation
Trustee, 1997-1999; 2002-2005
Westfield Community Center Association
Westfield, New Jersey Democratic Committee
National Jewish Democratic Council
The Education Fund of Westfield, Inc.