Phillip M. Goldberg

Partner

Overview

Phillip M. Goldberg is a partner and litigation lawyer with Foley & Lardner LLP, where he focuses primarily on litigation, securities enforcement and corporate governance matters. He has been involved in numerous proxy contests and related takeover cases representing both activist investors and corporations. Mr. Goldberg also counsels securities broker-dealers and other clients on compliance with the federal and state securities laws and rules of the various self-regulatory organizations (SROs) and represents those clients in SEC enforcement proceedings and SRO disciplinary and other proceedings and litigation. Mr. Goldberg also assists special committees of boards of public companies in investigations of financial reporting and related conduct. He has represented various broker-dealers and individuals in significant investigations relating to research analyst conflicts of interest, sales of derivatives, IPO allocations, insider trading, and financial reporting and net capital compliance. His practice also includes the representation of municipalities, underwriters, and individuals in connection with municipal financial fraud investigations.

Mr. Goldberg is a former member of the firm's Management Committee.

Thought Leadership

Mr. Goldberg often speaks at bar and trade association programs on shareholder activism, corporate internal investigations, SEC enforcement issues, and regulatory examinations, and has published several articles on these topics.

Recognition

Mr. Goldberg was named to The BTI Consulting Group’s coveted BTI Client Service All-Stars lists for 2014 and as an MVP for 2015. This elite group of standout attorneys — identified solely through unprompted client feedback — are recognized as delivering the absolute best client service. He also has been Peer Review Rated as AV® Preeminent™, the highest performance rating in Martindale-Hubbell's peer review rating system. Additionally, Mr. Goldberg was selected for inclusion in The Best Lawyers in America© since 2015 for his work in litigation – securities.

Education

Mr. Goldberg received his law degree from DePaul University (J.D., 1983) and his undergraduate degree from Indiana University (B.A., 1980).

Representative Matters

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Foley developed the first scale-up incubator, called "UpNext," focused only on growing and building the best sports and sports technology companies from around the country.
Foley recently secured a favorable settlement for client PL Capital LLC in a case involving issues of first impression filed in the Middle District of Pennsylvania. PL Capital, an activist hedgefund that focuses its investments in publicly traded banks and thrifts, began investing in Orrstown Financial Services, Inc. in February 2012. When Orrstown’s board of directors discovered that PL Capital had amassed 5% of Orrstown stock, the board amended its bylaws to render ineligible for service on Orrstown’s board anyone who (a) lived more than 50 miles away from Orrstown’s Shippensburg (PA) headquarters or (b) sat on the board of directors for another bank. Both amendments were designed to prevent PL Capital’s principals from obtaining a seat on the Orrstown board of directors. After the board refused to withdraw its bylaw amendments following discussions with PL Capital and Goldberg, Foley worked through the New Year’s holiday to prepare and file a complaint (brought both directly and derivatively on behalf of the bank) and motion for preliminary injunction, seeking the enjoinment of the two prejudicial bylaws and to preserve PL Capital’s ability to place one or more of its principals on the Orrstown board. The complaint and motion relied on a theory of shareholder disenfranchisement that, while accepted by Delaware courts and elsewhere, had not yet been adopted by a published Pennsylvania court under Pennsylvania’s shareholder-unfriendly Business Corporations Law. On January 11, 2013, the court held an initial status conference on PL Capital’s motion, granting PL Capital’s request for expedited discovery and setting a February 25 trial date. PL Capital’s complaint against Orrstown had received significant attention from local and trade media, and the expedited trial date escalated the pressure on the board to rescind the bylaws. Little more than two weeks later, the board agreed to withdraw the offending bylaws, promise not to enact any further “shareholder unfriendly” changes to the bylaws, and pay all of PL Capital’s legal fees – everything (and more) that PL Capital sought in its preliminary injunction motion.
Represented a Chicago-based financial advisor and investment bank who advised a large municipality in connection with the privatization of parking meters throughout the city. A resident of the city attempted to bring a class action against the financial advisor, claiming breach of contract, professional negligence, breach of fiduciary duty, and fraud. The Foley team successfully convinced the Circuit Court of Cook County Judge to dismiss the complaint with prejudice within months of the initial filing of the complaint because the city resident did not have standing to bring the lawsuit.