Lyuba Goltser

Lyuba represents boards of directors, audit committees and special committees on complex governance matters, including internal investigations, shareholder activism, leadership transitions, board self-assessments and related party transactions. She regularly advises on board-related issues, including director independence, board and committee structure, securities law compliance, board leadership structures, ESG and sustainability matters, executive compensation, shareholder proposals, shareholder outreach and the impact of evolving institutional investor and proxy advisory firm policies. Lyuba counsels boards on sensitive matters that are frequently confidential in nature. She also regularly advises on SEC regulations and compliance issues faced by newly listed public companies and companies preparing to go public, including internal control issues and Sarbanes-Oxley implementation.

Lyuba 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
• MSP Recovery, LLC in its $32.6 billion business combination with Lionheart Acquisition Corp. II, a SPAC sponsored by Lionheart Equities
• The Kroger Company in its pending $24.6 billion merger with Albertsons Companies, Inc.
• Foley Trasimene Acquisition Corp. II, a SPAC sponsored by an affiliate of Trasimene Capital Management, LLC and led by William P. Foley II, in a $9 billion business combination with Paysafe Limited
• Foley Trasimene Acquisition Corp., a SPAC sponsored by Bilcar FT, LP and Trasimene Capital FT, LP., in its $7.3 billion combination with Alight Solutions LLC
• NEOGEN Corporation in its $5.3 billion combination with the Food Safety business of 3M, in a Reverse Morris Trust transaction that implied an enterprise value of the combined company of $9.3 billion
• Covetrus, Inc. in its $4 billion sale to CD&R, a holder of approximately 24% of Covetrus' outstanding common stock, and TPG
• Allego Holding B.V. (n/k/a Allego N.V.) (a portfolio company of Meridiam Infrastructure Partners) in its $3.14 billion business combination with Spartan Acquisition Corp. III, a SPAC sponsored by Spartan Acquisition Sponsor III LLC (an affiliate of Apollo Global Management)
• 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
• Special Committee of Fidelity National Financial, Inc. (FNF) in FNF's $2.7 billion acquisition of FGL Holdings
• Cardtronics plc in its $2.5 billion sale to NCR Corporation
• Black Knight, Inc. in its acquisition of Optimal Blue LLC, in a transaction that implied an enterprise value of $1.8 billion and subsequently a Special Committee of Black Knight in the $1.2 billion acquisition of all of the equity interests Black Knight did not already own in Optimal Blue
• Trebia Acquisition Corp., a SPAC sponsored by affiliates of Trasimene Capital Management and Bridgeport Partners, in its $1.4 billion business combination with System1, LLC
• Wejo Limited in its $1.1 billion business combination with Virtuoso Acquisition Corp., a SPAC sponsored by Virtuoso Sponsor LLC
• EO Charging in its proposed $675 million business combination with First Reserve Sustainable Growth Corp., a SPAC sponsored by First Reserve 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 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 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

Lyuba has played a key role advising on the following 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
• TPG Inc. in its $1.1 billion initial public offering
• 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
• Austerlitz Acquisition Corporation II, a SPAC sponsored by Trasimene Capital Management, LLC, in its $1.3 billion initial public offering
• Austerlitz Acquisition Corporation I, a SPAC sponsored by Trasimene Capital Management, LLC, in its $629 million initial public offering
• Marquee Raine Acquisition Corp., a SPAC sponsored by an affiliate of The Raine Group LLC and Marquee Sports Holdings SPAC I, LLC, in its $374 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
• Definitive Healthcare Corp. (a portfolio company of Advent International) in its $483 million initial public offering
• Portillo’s, Inc. (a portfolio company of Berkshire Partners) in its $466 million initial public offering
• Sovos Brands (a portfolio company of Advent International) in its $322 million initial public offering
• First Watch Restaurants, Inc. (a portfolio company of Advent International) in its $196 million initial public offering
• 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

Lyuba is an elected Fellow of the American College of Governance Counsel. She was named “Corporate Governance Lawyer of the Year” at Euromoney Legal Media Group’s Americas 2022 Women in Business Law Awards. Lyuba is recognized as a “Next Generation Partner” for Corporate Governance by Legal 500 US, where clients note she is “a brilliant and thoughtful lawyer with tremendous dedication to her clients and their projects. She has a wealth of knowledge in the area of public company governance.” She was also 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’ “Women in Business Law.” She was ranked fifth in the 2021 “Top Female M&A Lawyers in North America” by MergerLinks. Lyuba was also named among Law360’s 2015 “Rising Star” for Capital Markets. Lyuba was recently recognized in Crain’s New York Business’ Notable Women in Law feature.

Lyuba frequently writes and speaks on legal developments affecting public companies and is a regular contributor to Weil’s Governance & Securities Watch (blog). She is a member of the Society for Corporate Governance, where she speaks on issues affecting public companies and boards of directors. Lyuba recently spoke at the Conference Board’s discussion on ESG Litigation Disclosure Risks and Conference on Racial Equity in Corporate Governance, which was co-sponsored by the Ira M. Millstein Center for Global Markets and Corporate Ownership of Columbia Law School. She is an active member of The Conference Board’s Human Capital Management Committee and a member of the National Association for Corporate Directors Compensation Committee Advisory Council, and she recently led a Continuous Learning Cohort on ESG for the NACD. She co-authored “Fiduciary Duties in Uncertain Times” for Columbia Law School’s Millstein Center for which she received the 2018 Burton Award for Distinguished Legal Writing.

Lyuba is also an expert in Not-For-Profit governance. She is involved with the Firm’s representation of numerous pro bono clients. Lyuba was recognized by Legal Services NYC as one of the “Top 25 Pro Bono Advocates of 2015.” She is one of the leaders of the Firm’s representation of the Breast Cancer Research Foundation and Global Citizen. Lyuba also serves on the Advisory Board of BCRF. She is co-head of the Firm’s New York Women@Weil affinity group and a member of the Firm’s Hiring Committee and Diversity Committee.