Lyuba Goltser

Biography

Lyuba Goltser
Lyuba Goltser is a partner in Weil’s Public Company Advisory Group and is based in New York. Ms. Goltser represents public companies, boards of directors and independent board committees in complex governance and disclosure matters, including internal investigations, shareholder activism, CEO transitions and related party transactions.

She regularly advises on board-related issues, including fiduciary duties, director independence, board and committee structure, risk oversight, ESG, 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, and corporate governance “best practices.” Ms. Goltser counsels clients on a full range of corporate governance and compliance issues, including in M&A, capital markets and corporate restructuring 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
  • Dow in its approximately $40 billion spin-off from DowDuPont Inc. as part of DowDuPont's separation into three independent, publicly traded companies, one each for its agriculture, materials science and specialty products businesses
  • 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.
  • Nortek, Inc. in its $2.8 billion merger with Melrose Industries PLC and its acquisitions of 2GIG Technologies and the HVAC business of Thomas & Betts Corporation
  • 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
  • Ditech Holding Corporation (f/k/a Walter Investment Management Corp.) in its evaluation of strategic alternatives and ultimate $1.1 billion sale of Ditech Financial LLC and $762 million sale of Reverse Mortgage Solutions, Inc. to Mortgage Assets Management, LLC
  • MGM Resorts International in its formation of MGM Growth Properties LLC (MGP) and on the corporate aspects of MGP’s $1.05 billion initial public offering
  • The Kroger Company in its $280 million acquisition of Vitacost.com, Inc.
  • Board of Directors of Herbalife in defense of a position taken by Pershing Square and in connection with a financial restatement
  • 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
  • Fidelity National Financial, Inc. in its $2.9 billion acquisition of Lender Processing Services Inc. (n/k/a Black Knight, Inc.) and in the distribution of two tracking stocks
  • Avista Healthcare Public Acquisition Corp. in its acquisition of Organogenesis Inc. and its proposed merger with Envigo International Holdings, Inc.
  • Leucadia National Corporation in its $534 million acquisition of a minority interest in Jefferies Group, Inc.
  • Eli Lilly and Company in its $8.2 billion exchange of its approximately 82% remaining interest in Elanco Animal Health Incorporated for Lilly common shares held by its shareholders
  • Cannae Holdings, Inc. in its creation of an external management structure and entry into a management services agreement with Trasimene Capital Management, LLC

Ms. Goltser has played a key role advising on the following recent IPOs:

  • Dun & Bradstreet Holdings, Inc. (a public company backed by an investor consortium led by THL Partners, Cannae Holdings, Black Knight and CC Capital) in its $1.98 billion initial public offering and $400 million concurrent private placement
  • Trebia Acquisition Corp., a SPAC sponsored by affiliates of Trasimene Capital Management and Bridgeport Partners, in its $518 million initial public offering, together with a $75 million forward purchase agreement with an affiliate of Cannae Holdings, Inc.
  • Foley Trasimene Acquisition Corp. II, a SPAC sponsored by Trasimene Capital FT, LP II, in its $1.5 billion initial public offering
  • Foley Trasimene Acquisition Corp., a SPAC sponsored by Bilcar FT, LP and Trasimene Capital FT, LP., in its $1 billion initial public offering
  • Elanco Animal Health Incorporated, the animal health division of Eli Lilly and Company, in its $1.7 billion initial public offering to finance, primarily, its purchase of the portion of Lilly's animal health businesses Elanco is acquiring in connection with its spin-off from Lilly
  • TPG Pace Tech Opportunities Corp., a SPAC targeting the tech industry sponsored by TPG Global, in its $450 million initial public offering
  • TPG Pace Beneficial Finance Corp., a SPAC sponsored by TPG Global, in its $350 million initial public offering
  • 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
  • Cotiviti Holdings, Inc. (f/k/a Connolly iHealth Technologies and a portfolio company of Advent International Corporation) in its $246 million initial public offering
  • Ollie’s Bargain Outlet, Inc. (a portfolio company of CCMP Capital Advisors) in its $164 million initial public offering
  • Black Knight Financial Services, Inc. (an indirect partially owned subsidiary of Fidelity National Financial, Inc.) in its $507 million initial public offering
  • Metaldyne Performance Group Inc. (a portfolio company of American Securities) in its $170 million initial public offering
  • Dave & Buster’s Entertainment, Inc. (a portfolio company of Oak Hill Capital Partners) in its $100 million initial public offering
  • Papa Murphy's Holdings, Inc. (a portfolio company of Lee Equity Partners) in its $64 million initial public offering
  • Vantiv, Inc. (a joint venture of Advent International and Fifth Third Bank) in its $575 million initial public offering
  • AMC Entertainment Inc. (a subsidiary of China-based Dalian Wanda Group Co.) in its $379 million initial public offering
  • Generac Holdings (a portfolio company of CCMP Capital Advisors) in its $270 million initial public offering

Ms. Goltser was named “Best in Corporate Governance” at Euromoney Legal Media Group’s Americas 2020 Women in Business Law Awards and is recognized as an expert in Corporate Governance by Expert Guides’ 2020 “Women in Business Law.” She is also recognized as a “Next Generation Partner” for Corporate Governance by Legal 500 US. She was also named among Law360’s 2015 “Rising Star” for Capital Markets.

Ms. Goltser writes and speaks on legal developments affecting public companies and is a frequent contributor to Weil’s Governance & Securities Watch. She is one of the authors of “Fiduciary Duties in Uncertain Times” for Columbia Law School’s Millstein Center for which she received the 2018 Burton Award for Distinguished Legal Writing. 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. She is the co-Chair of the Firm’s Summer Program Committee, serves on the Firm’s Hiring Committee and Diversity Committee, and is co-Chair of Women@Weil in New York.

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