Practices

Education

  • J.D., New York University School of Law, 1977
  • A.B., University of Chicago, Honors, 1970

Bar Admissions

  • New York (1978)

News

Publications

Events

Attorneys  

Stephen M. Goodman

Partner
sgoodman@pryorcashman.com
7 Times Square
New York, NY 10036-6569
Direct Tel:
212-326-0146
Direct Fax:
212-798-6340

Stephen M. Goodman is co-head of the Mergers and Acquisitions Practice at Pryor Cashman LLP. He has extensive experience representing technology-based companies in public offerings; private placements; limited liability company, partnership and joint venture agreements; and complex arrangements for the acquisition, sale, development and commercialization of patents, copyrights and trademarks, in particular for drug compounds and formulations, software and other technology.

Mr. Goodman has also written on topics ranging from export controls relating to biotechnology research to raising seed capital for entrepreneurial companies and has lectured on various aspects of pharmaceutical/biotech collaboration agreements. 

Mr. Goodman has been responsible for negotiating and documenting the following representative transactions:

  • On behalf of a multi-national professional publishing company, acquisitions of the stock or assets of more than thirty targets, in transactions ranging in value up to $1 billion, including acquisitions involving counsel in multiple jurisdictions, auction transactions and several involving friendly tender offers for the stock of publicly-traded companies
  • On behalf of a development stage biotechnology company, a private financing of $8.4 million to advance a client’s two lead drug programs and a “double-dummy” reverse merger a second biotechnology company, creating a single company with multiple drug programs which has been purchased by a public pharmaceutical company for more than $100 million
  • On behalf of an early pioneer in internet music delivery, two private preferred equity financings, the second led by a major hedge fund
  • On behalf of a company developing compounds believed to have wound-healing and other regenerative properties, acquisition of a portfolio of patents for certain compounds together with clinical trial data filed with regulatory agencies related to these compounds
  • On behalf of a public company in the field of monoclonal antibody research, an initial and a secondary public offering
  • On behalf of a company in the field of RNAi therapeutics, acquisition of an entire division of a company engaged in RNAi research for influenza
  • On behalf of a warehousing logistics software company, a set of master documents for licensing and maintaining the company’s software
  • On behalf of a company offering menu-driven iPod applications for foreign language translation, a license to utilize voice recognition software to enhance the utility of its programs
  • Multiple licenses for the use of university or research institute technology, including a license for exclusive worldwide rights to patents and patent applications covering a naturally occurring peptide and its derivatives in the fields of obesity, appetite suppression, reducing food intake, inducing weight loss and inducing satiety and another for a compound with potential for treating various conditions of the central nervous system, including addiction
  • A Feasibility Study, Option and License Agreement for the development of a client’s lead drug candidate for moderate-to-severe pain
    Agreements with major textbook publishers for conversion of print or electronic textbooks into interactive formats utilizing client’s proprietary software and coding
Mr. Goodman is a 1977 graduate of New York University School of Law, where he was Order of the Coif and Articles Editor of the Annual Survey of American Law.

Previous Positions

  • Willkie Farr & Gallagher LLP, Associate (1977-80)
  • McGraw Hill Publishing Co. (1972-74)

Publications 

Speaking Engagements

  • Moderator, Rethinking Brand: Opportunities and Risks in a Post-JOBS Act World, Pryor Cashman/Dreisbach Design Group/Tilman & Co. (March 2013)
  • Speaker, Making the Pitch and Legal Considerations: A Mini Startup Boot Camp Event, Cornell Center for Technology Enterprise and Commercialization, Cornell University (February 2013)
  • Speaker, Technology Transfer and Licensing Negotiations, Bio & Health Tech Entrepreneurship Lab NYC (February 2013)
  • Speaker, From Idea to IPO: The Technology Venture CourseNew York Academy of Sciences (April 2012)
  • Speaker, Founding a Life Sciences Company: Legal and Accounting Aspects of Starting a Business, Columbia University Technology Ventures (December 2011)
  • Speaker, “The Healthcare Industry After Reform”, Healthcare Vertical, Spring Meeting of IMAP, Inc., an international network of merger and acquisition specialists (April 2010)
  • Panel Member, Creation and Implementation of Critical Termination Provisions in Pharma/Biotech Collaborative Agreements, American Conference Institute’s 13th Advanced Forum on “Structuring, Negotiating and Managing Pharma/Biotech Collaborative Agreements – Allocating Rights, Responsibilities & Rewards in Licensing, Strategic Alliances and Partnering Deals,” Manhattan (November 2009)
  • Co-Instructor, The ‘Win-Win’ Collaborative Agreement:  Practical and Ethical Negotiating and Drafting Strategies, American Conference Institute’s 12th Advanced Forum on “Structuring, Negotiating and Managing Pharma/Biotech Collaborative Agreements – Allocating Rights, Responsibilities & Rewards in Licensing, Strategic Alliances and Partnering Deals”, Manhattan (November 2008)
  • Co-Chair, Emerging Issues In Biotechnology Law, ALI-ABA Conference, Washington, DC (September 2007)
  • Moderator, Seminar entitled Tissue Regeneration Without Use of Embryonic Stem Cells, Manhattan (May 2006)
  • Co-Chair, Beyond Legal: A Business Approach to Corporate Governance, American Bar Association's Tort Trial & Insurance Practice Section, Manhattan (May 2006)

Teaching Positions

  • Adjunct Professor of Copyright Law, Pace University School of Law (1996-97).

Professional Affiliations

  • New York State Bar Association, Member, International Law Section, Committee on International Intellectual Property
  • American Bar Association: Member of Governing Council, Science and Technology Law Section; Member, Sections on Business Law and Intellectual Property

Distinctions

  • Named among the Best Lawyers in America in Corporate Law and Venture Capital Law (2014)
  • Named “Empire State Counsel” by the New York State Bar Association for dedication to pro bono legal services (2010)
  • Recognized by the Legal 500 for Media, Technology and Telecoms (2009)

Other Activities

  • Mentor, The Eugene Lang Entrepreneurship Center, Columbia Business School (2006 – present)
  • Former President (2001-04) and Member of Executive Committee (2000 – present), Westchester (NY) Region, American Jewish Committee
  • Member, Business Advisory Board, Institute for the Study of Aging/Alzheimer’s Drug Discovery Foundation
  • Member, Advisory Board, Taub Institute for Research on Alzheimer’s Disease and the Aging Brain, Columbia University Medical Center