A Few Thoughts on Economic and Business Trends
July 5, 2009
As I look back over 40 years of practice, and also try to look forward, I think that there are long trends. The pendulum swings back and forth . . . usually too far in one direction and then too far in the other direction. I have seen stock market booms and busts, periods of time when there were initial public offering booms and other times when maybe for eight or ten years nobody was going public because no one was buying stock in IPOs. We as lawyers have to think about the bigger picture and about the trends. With all the accounting scandals and bankruptcies of first the dot-com companies and then the energy trading and telecom companies, and calls for government regulation (like the Sarbanes-Oxley Act that was adopted hurriedly last summer), you see the pendulum swing too far; the unintended consequences already are starting to occur. One of the pundits quipped about the Sarbanes-Oxley Act that business executives should be happy that none of the congressmen proposed lynching as one of the penalties for violating the act, because it probably would have passed unanimously. I think we have begun a long-term trend toward more and more regulation of corporations in general, with more of that regulation occurring at the federal level. Traditionally, regulation of the internal affairs of a corporation has been by the state of incorporation. Now with Sarbanes-Oxley and new and proposed SEC regulations, we are seeing a move toward more federal regulation. Unfortunately, all this regulation will have unintended consequences that businesses will have to deal with for many years, all of which will create more work for corporate lawyers and give them more influence in corporate decisions.
Stuart L. Goodman concentrates his practice in corporate and securities law and heads the firm’s practice group that includes these areas.
He has broad experience in all aspects of representing both privately and publicly owned corporations, with an emphasis on mergers and acquisitions, takeovers, public and private financing, disclosure issues and other 1933 Act and 1934 Act matters, as well as crisis management, internal investigations and counseling of corporate management and special board committees regarding the multitude of complex issues they face. Representative clients include AAR CORP.; American Country Holdings, Inc. and American Country Insurance Company; Anixter International, Inc. and Anixter Inc.; ARRIS Group, Inc.; Canadian National/Illinois Central; Intermatic Incorporated; Newell Rubbermaid Inc.; and State Farm Insurance Companies.
An example of his work for a particular client is his relationship with Newell Rubbermaid Inc., for which he has been the principal outside counsel for more than 30 years. During that period, among other things, he has helped Newell implement an acquisition strategy (and related financing) by which it made more than 100 acquisitions and grew from a family owned company with annual sales of approximately $30 million to a publicly owned Fortune 500 company with annual sales of more than $7 billion. He has been involved in planning, structuring, negotiating, and documenting acquisitions of almost every type, many of which have been extremely complex and on tight timetables. He also has helped develop a system for handling smaller acquisitions on a cost-effective basis.
Goodman has served as chairman of the Chicago Bar Association Securities Law Committee and chairman of its Subcommittee on Tender Offers, Proxy Contests and Going Private Transactions. He is a member of the Section of Business Law (and the Committee on Federal Regulation of Securities and Subcommittee on Proxy Contests and Tender Offers) of the American Bar Association. He has spoken and presented papers at numerous seminars, including the Fifth, Sixth, Ninth, Eleventh, Twelfth, Nineteenth, and twenty-second (2002) Annual Ray Garrett, Jr. Corporate and Securities Law Institutes, covering matters such as disclosure issues, financing, mergers and acquisitions, takeover strategies, SEC developments, the business judgment rule and decision-making by directors in times of crisis. He served as chairman of the Executive Committee of the Garrett Institute from 1991 to 1993.
Goodman received his undergraduate degree (B.A., with highest honors, and distinction in political science, Phi Beta Kappa, Bronze Tablet, Junior and Senior Activity Honorary Societies, 1960) from the University of Illinois and his law degree (J.D. magna cum laude, 1963) from Harvard Law School, where he was a member of the Harvard Law Review.
He is admitted to practice in Illinois and before the United States District Court for the Northern District of Illinois.