Overview

About Will

Will Goodling, a corporate attorney in the firm’s Portland office, advises businesses on their strategic transactions and has significant experience in mergers and acquisitions.

Will has represented buyers in acquisitions or target businesses in successful exits:

  • in a range of industries, including in the consumer products, manufacturing, professional services, retail, technology and transportation industries.
  • for businesses of all sizes and types, including growth companies, middle-market companies, private equity funds and Fortune 500 companies.
  • for businesses with varied ownership structures, including closely held and family-owned companies, founder-owned companies, venture-backed companies, private equity portfolio companies and publicly traded companies.

Will’s corporate practice also includes counseling clients on equity and debt financings, corporate governance, equity compensation and securities law compliance, including securities law advice for publicly traded companies.

In addition to his corporate practice, Will counsels clients on antitrust compliance matters, including advice regarding joint ventures, competitor collaborations, distribution arrangements, sales practices, trade association activities, and filings under the Hart-Scott-Rodino Act for mergers and acquisitions valued at greater than $94 million.

Before joining the firm, Will served as a law clerk to a justice on the Washington Supreme Court, a summer associate at the firm, an extern to a United States District Court judge and an extern at the Federal Trade Commission in its antitrust bureau.

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Experience

Experience

Mergers and Acquisitions

  • Counsel to Fresco Logic, Inc., a fabless semiconductor company headquartered in Beaverton, Oregon, in its sale to Parade Technologies, Ltd.
  • Counsel to RainShadow Labs, a private-label manufacturer of skin care products located in St. Helens, Oregon, in its majority sale to Westhook Capital. 
  • Counsel to GDG Capital, a private equity firm, in its acquisition of a short-haul trucking and brokerage business located in Portland, Oregon. 
  • Counsel to Allegheny Technologies Incorporated (NYSE: ATI) in the sale of its titanium investment castings division located in Albany, Oregon, to Consolidated Precision Products Corp., a portfolio company of Warburg Pincus. 
  • Counsel to Evriholder Products, LLC, a portfolio company of True West Capital Partners and a manufacturer and distributor of houseware products, in its sale to a portfolio company of Edgewater Capital Partners. 
  • Counsel to Lithia Motors, Inc., a Fortune 500 company headquartered in Medford, Oregon that operates over 180 automobile dealerships across 20 states (NYSE: LAD), in dozens of acquisitions and sales of dealerships. 
  • Counsel to an SaaS company that provides cybersecurity response software in its sale to a private equity firm. 
  • Counsel to ESCO Corporation, a manufacturer of ground-engaging tools for mining and infrastructure industries, in its sale to The Weir Group PLC for approximately $1.3 billion in cash and stock. 
  • Counsel to an SaaS company that provides a DRG validation solution for hospitals in its sale to a strategic partner and a portfolio company of a private equity fund for cash and equity. 
  • Counsel to an Oregon manufacturer of industrial products in a 51% equity acquisition by a private equity fund. 
  • Counsel to a registered investment advisor headquartered in Portland, Oregon, in its sale to a national registered investment advisor firm. 
  • Counsel to a digital design agency headquartered in Portland, Oregon, in its sale to a “Big Four” accounting firm. 
  • Counsel to an investment management firm headquartered in Portland, Oregon, in its sale to a publicly traded investment management firm. 
  • Counsel to a private equity firm in its investment in a manufacturer of freeze-dried foods and other products. 
  • Counsel to an SaaS company headquartered in Portland, Oregon, in its strategic acquisition of a multifactor authentication business for stock and cash. 
  • Counsel to Kuni Automotive, Inc., an automobile dealership group headquartered in Vancouver, Washington that operates 14 dealerships in five states, in its sale to Holman Automotive to create one of the nation’s largest family-owned automobile dealership groups. 
  • Counsel to a technology company in its acquisition of a software company for cash and stock.

Finance and Securities Law

  • Counsel to public companies on Securities Exchange Act of 1934 matters, including periodic reports on Form 10-Q and Form 10-K, current reports on Form 8-K, proxy statements, Schedule 13D and 13Gs, Section 16 filings, Rule 144 sales and opinions and corporate governance matters. 
  • Counsel to companies regarding equity compensation and securities law compliance, including advice for stock options, restricted stock, restricted stock units, profits interests, stock appreciation rights and phantom stock. 
  • Counsel to a company developing new energy-producing technology in its sale of preferred equity to investors in several closings. 
  • Counsel to a borrower with respect to several amendments to its $2.8 billion syndicated credit facility. 
  • Counsel to a technology company in its sale of series C preferred stock to investors for $89 million, a portion of which the company used to complete a tender offer with existing junior security holders.
  • Counsel to a borrower in its establishment of a $170 million syndicated term loan and $130 million revolving credit facility and its redemption of $172 million of senior notes. 
  • Counsel to a technology-focused investment fund in its sale of equity to investors. 
  • Counsel to a development-stage company in its sales of debt and equity to investors. 
  • Counsel to operating geothermal project companies in the sale of $169 million of high-yield debt to a national insurance company.

Antitrust Advice

  • Counsel to companies in filings to the U.S. Department of Justice and Federal Trade Commission for antitrust review of mergers and acquisitions under the Hart-Scott-Rodino Act. 
  • Counsel to companies in connection with proposed competitor collaborations and joint ventures. 
  • Counsel to OEMs regarding distribution arrangements and strategies, including suggested minimum resale prices and minimum resale price policies. 
  • Counsel to acquisition parties regarding antitrust transaction risks, sharing of sensitive information, clean team arrangements and antitrust provisions in definitive agreements. 
  • Counsel to trade associations on antitrust compliance matters.
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Honors

Honors & Activities

  • Included in Best Lawyers®: Ones to Watch (Corporate Law, Securities Regulation), 2021
  • Executive Committee, Business Law Section of Oregon State Bar, 2017–present
    • Chair, Young Business Lawyers Subcommittee, 2018–present 
  • Executive Committee, Antitrust and Trade Regulation Section of Oregon State Bar, 2017–present
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Insights & Presentations

Insights & Presentations

  • Representation & Warranty Insurance – Market Trends, CLE Presentation at Stoel Rives LLP Mergers and Acquisition Subgroup Meeting, Feb. 18, 2020
  • Securities Law Updates for Equity Compensation, Oregon Business Lawyer, June 2019
  • “Hart-Scott-Rodino Act: 2017 Thresholds and Key Considerations,” Stoel Rives LLP Energy Initiative Presentation, March 6, 2017
  • “Federal Jurisdiction and Prudential Standing,” 88 Washington Law Review 1153 (2013)
  • “U.S. Railroad Antitrust Immunities,” 1 Oregon Undergraduate Research Journal 6 (2011)



Related News & Publications


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