Lyuba Goltser is a partner in Weil’s Public Company Advisory Group and is based in New York. Ms. Goltser advises public and private companies, foreign private issuers, and private equity sponsors on a full range of corporate governance and compliance issues, including in M&A, capital markets and corporate restructuring transactions.
She represents boards of directors, audit committees and special committees on complex governance matters, including internal investigations, shareholder activism, leadership transitions, and related party transactions. She advises public companies on financial restatements and internal control issues and Sarbanes-Oxley implementation.
She also regularly advises on SEC regulations and compliance issues faced by newly-listed public companies and companies preparing to go public. Ms. Goltser advised on the corporate governance and securities regulation issues in connection with the following recent transactions:
- The Dow Chemical Company in its $130 billion all-stock merger of equals with E. I. du Pont de Nemours and Company
- York Capital Management, Valinor Management and Halcyon Capital Management, principal equity owners of NextDecade, LLC, in the $1 billion reverse merger of NextDecade with SPAC Harmony Merger Corp.
- Metaldyne Performance Group Inc. in its $3.3 billion sale to American Axle & Manufacturing Holdings, Inc.
- Engility Holdings, Inc. in its approximately $1.3 billion stock-for-stock merger with TASC, Inc.
- DIRECTV in the $67.1 billion transaction with AT&T
- The Kroger Company in its $280 million acquisition of Vitacost.com, Inc.
- Health Management Associates, Inc. in its $7.6 billion sale to Community Health Systems, Inc., defense of a position taken by Glenview Capital Management and a financial restatement
- Avista Healthcare Public Acquisition Corp., a SPAC sponsored by Avista Capital Holdings, in its pending stock-for-stock merger with Organogenesis Inc. and its proposed $924 million merger with Envigo International Holdings, Inc.
Ms. Goltser has played a key role advising on the following recent IPOs:
- Ceridian HCM Holding, Inc. (a portfolio company of Thomas H. Lee Partners and Cannae Holdings, LLC) in its $531 million initial public offering and concurrent $100 million private placement of common shares at the IPO price
- NCS Multistage Holdings, Inc. (a portfolio company of Advent International) in its $186 million initial public offering
- Ollie’s Bargain Outlet, Inc. (a portfolio company of CCMP Capital Advisors) in its $164 million initial public offering
- Metaldyne Performance Group Inc. (a portfolio company of American Securities) in its $170 million initial public offering
- Papa Murphy’s Holdings, Inc. (a portfolio company of Lee Equity Partners) in its $64 million initial public offering
Ms. Goltser provides day-to-day counseling to numerous companies ranging from PE portfolio companies to the Fortune 500. She regularly advises on board-related issues, including director independence, board and committee structure, securities law compliance, board leadership structures, proxy access and other shareholder proposals, shareholder outreach and the impact of evolving institutional investor and proxy advisory firm policies.
Ms. Goltser is also an expert in Not-For-Profit governance. Ms. Goltser is involved with the Firm’s representation of numerous pro bono clients and is one of the leaders of the Firm’s representation of The Breast Cancer Research Foundation.
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