Deborah Birnbach > Goodwin > Boston, United States > Lawyer Profile
Goodwin Offices

100 NORTHERN AVENUE
BOSTON MA 02210
MASSACHUSETTS
United States
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Deborah Birnbach

Position
Partner
Career
Deborah Birnbach is a partner and co-chairs Goodwin’s Complex Litigation & Dispute Resolution and Public M&A / Corporate Governance practices and is a member of the firm’s Life Sciences Disputes group. She specializes in securities litigation, including class action defense; SEC, regulatory and internal investigations; M&A-related litigation; stockholder disputes; fiduciary duty claims; and proxy contests. Deborah’s practice is national in scope and clients include public and private companies in healthcare, life sciences and technology, their boards and officers, and private equity firms and their partners.
Deborah represents issuers and their directors and officers in securities and shareholder litigation and corporate governance matters including defending allegations of insider trading, misleading disclosures, M&A transactions, insufficient deal consideration, improper revenue recognition and other alleged accounting irregularities, self-dealing and breach of fiduciary duty, among other issues. With colleagues in the Public M&A / Corporate Governance Practice, Deborah works with integrated deal teams on public M&A transactions, representing targets, acquirers and their financial advisers. She also counsels on litigation avoidance, including arbitration, mediation and other alternative dispute resolution methods.
Deborah conducts internal corporate investigations for audit committees and other board committees in financial accounting and corporate governance-related matters, including whistleblower matters under the Sarbanes-Oxley and Dodd-Frank Acts. She also represents clients in FINRA inquiries and in regulatory proceedings brought by the SEC and others in possible accounting irregularities, corporate disclosures to investors and insider trading, among other matters.
Education
J.D., 1992 Columbia Law School / B.A., 1986 Wellesley College (cum laude)
Lawyer Rankings
United States > Dispute resolution > M&A litigation: defense
Litigation centered on the life sciences and pharmaceutical industries forms the core of Goodwin‘s M&A disputes practice, which defends clients in the Delaware Court of Chancery, federal courts and arbitration proceedings brought by shareholders who claim they did not receive adequate compensation from M&A deals. Boston-based Caroline Bullerjahn and Deborah Birnbach handle an array of M&A and securities litigation, and the latter achieved a notable success in 2024, securing the dismissal of a shareholder action against Qualtrics in a class action that alleged it gave favorable treatment to Silver Lake over other prospective buyers. In New York, Douglas Flaum continues to defend Cedar Realty Trust in an appeal brought by plaintiffs alleging breach of contract and fiduciary duty in relation to a merger with another REIT, while Jordan Weiss assisted Shareholder Representative Services, a former securityholder in Freshly, Inc. in a claim brought against Honeybuyer, alleging it failed to honor the terms of the merger agreement for Freshly. Jonathan Shapiro, who is based in San Francisco, represented the former head of legal at SVB subsidiary Boston Private Bank, in a class action brought under the Securities Act 1933.
United States > Dispute resolution > Securities litigation: defense
Drawing upon deep industry knowledge in core firmwide areas of sector strength, Goodwin is very effective at representing life sciences, tech, real estate and financial services clients in securities litigation and derivative actions in state and federal cases throughout the country. Boston-based Deborah Birnbach has significant expertise handling both private litigation and regulatory investigations, regularly advising companies, as well as their directors and officers, in securities and shareholder litigation and corporate governance matters. In New York, Daniel Roeser has vast experience for an eclectic client base that includes public companies, executives and banks, in the defense of often cutting-edge securities litigation matters, including as it relates to SPACs, cryptocurrency and high frequency trading. Other key members of the team include New York based Douglas Flaum, who regularly handles complex securities litigation in the real estate sector, including for REITs; San Francisco-based Jonathan Shapiro, who is skilled at guiding tech-focused companies (including fintech entities) respond to securities class actions and government investigations and is a key member of the firm’s growing litigation presence in California; and in Boston, Caroline Bullerjahn, who is adept at defending biotech/life sciences companies in securities fraud litigation in courts throughout the country.
Lawyer Rankings
- M&A litigation: defense United States > Dispute resolution
- Securities litigation: defense United States > Dispute resolution
Top Tier Firm Rankings
- Industry focus > Cannabis
- Dispute resolution > Product liability, mass tort and class action - defense: consumer products (including tobacco)
- Intellectual property > Patents: licensing
- M&A/corporate and commercial > Private equity buyouts: middle-market (Up to $500m)
- Real estate > Real estate investment trusts (REITs)
- Media, technology and telecoms > Technology transactions
- M&A/corporate and commercial > Venture capital and emerging companies
Firm Rankings
- Finance > Capital markets: equity offerings
- Dispute resolution > E-discovery
- Labor and employment > ERISA litigation
- Finance > Fintech
- Healthcare > Life sciences
- Dispute resolution > M&A litigation: defense
- Intellectual property > Patents: litigation (full coverage)
- Real estate > Real estate
- Dispute resolution > Securities litigation: defense
- Intellectual property > Trade secrets (litigation and non-contentious matters)
- M&A/corporate and commercial > Shareholder activism
- Dispute resolution > Appellate: courts of appeals / Appellate: supreme courts (states and federal)
- Finance > Capital markets: debt offerings
- International trade and national security > CFIUS
- Finance > Commercial lending
- M&A/corporate and commercial > Corporate governance
- Labor and employment > Employee benefits, executive compensation and retirement plans: transactional
- Dispute resolution > Financial services litigation
- Antitrust > Merger control
- Investment fund formation and management > Private equity funds (including venture capital)
- Dispute resolution > Product liability, mass tort and class action - defense: consumer products (including tobacco)
- Tax > US taxes: non-contentious
- Labor and employment > Workplace and employment counseling
- International trade and national security > Customs, export controls and economic sanctions
- Media, technology and telecoms > Cyber law (including data privacy and data protection)
- Intellectual property > Patents: litigation (International Trade Commission)
- Intellectual property > Patents: prosecution (including re-examination and post-grant proceedings)
- Healthcare > Service providers
- Antitrust > Civil litigation/class actions: defense
- Dispute resolution > Leading trial lawyers
- Dispute resolution > Leading trial lawyers
- M&A/corporate and commercial > M&A: large deals ($1bn+)
- Real estate > Real estate finance
- Finance > Restructuring (including bankruptcy): corporate
- Dispute resolution > Corporate investigations and white-collar criminal defense
- Finance > Financial services regulation