Alexander Flynn-Tabloff

Xander Flynn-Tabloff is a partner in Goodwin’s Employment practice and a member of the firm’s Complex Litigation & Dispute Resolution group. He advises clients on the full range of labor and employment issues that arise in connection with all aspects of complex corporate transactions, particularly those involving private equity sponsors, and has represented clients in well over 1,000 transactions, including multinational mergers, acquisitions, asset carve-outs, divestitures, and restructurings. Xander partners with clients to conduct due diligence, oversee employment aspects of purchase agreements, transition services and contribution agreements, assess a target’s labor and employment law compliance and risks, and advise on successor liability concerns. He also routinely advises clients on structuring and drafting of employment, non-competition, non-solicitation, clawback, retention, employment separation agreements, and other ancillary deal documents relating to employee migration.

Both in transactional and other contexts, Xander counsels employers in connection with the full spectrum of employment issues, including employee discipline and high-stakes executive terminations, workplace restructurings, compensation arrangements, hiring and termination documentation, internal investigations, agency investigations and audits, litigation avoidance, restrictive covenant enforcement, wage and hour matters, and compliance with other labor and employment legal requirements. Xander has particular expertise counseling employers on compliance with Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the National Labor Relations Act, the Fair Labor Standards Act, the Fair Credit Reporting Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, and related state and local laws. His experience litigating in U.S. federal and state courts and before regulatory bodies informs his approach to counseling and transactional matters.

Representative Matters

• Thoma Bravo on its acquisition of ForgeRock in an all-cash transaction valued at approximately $2.3 billion.
• LeanTaaS, Inc., a Bain Capital Private Equity portfolio company in its acquisition of Hospital IQ, which resulted in the company having a combined value of more than $1 billion.
• Ranger Oil Corporation on its acquisition by Baytex Energy Corp. for approximately $2.5 billion.
• Eli Lilly and Company in its acquisition of DICE Therapeutics, Inc. for approximately $2.4 billion, as well as in its acquisiton of Versanis Bio for approximately $1.925 billion.
• Permian Resources Corporation to acquire Earthstone Energy, Inc. in an all-stock transaction valued at approximately $4.5 billion.
• Waters Corporation on its acquisition of Wyatt Technology for approximately $1.36 billion.
• David’s Bridal in its asset sale to Cion Investment Corporation and, prior to such sale, preparing David’s Bridal for a potential WARN-Act-triggering mass employee layoff.
• Olympus Partners in its acquisition of EyeSouth Partners, an eye care management services organization committed to partnering with leading doctors.*
• Tailwater Capital and its portfolio company NorTex Midstream on the sale of NorTex to Williams (NYSE: WMB) for a $423 million.*
• Arcosa, Inc. in its acquisition of Recycled Aggregate Materials Company (RAMCO) for $75 million. The acquisition further advances Arcosa’s overall portfolio shift into construction products.*
• Butterfly Equity and its portfolio company, Modern Restaurant Concepts, in its Butterfly’s acquisition of QDOBA.*
• Carvana in its acquisition of ADESA’s US physical auction business from KAR Global (NYSE: KAR), for $2.2 billion.*
• Colgate Energy Partners III in its merger with Centennial Resource Development. The approximately $7 billion transaction values Colgate at approximately $3.9 billion.*
• MHS Global and Fortna in their combination to form a multibillion-dollar, multinational company providing parcel, warehouse and distribution, and lifecycle services.*
• Whiting Petroleum Corp. in its merger with Oasis Petroleum Inc. in a $6 billion merger of equals transaction.*
• Allwyn Entertainment and KKCG Investment Group in, the majority owner of Allwyn, on Allwyn’s listing on the New York Stock Exchange in partnership with NYSE-listed Cohn Robbins Holdings Corp., resulting in a total enterprise value for Allwyn of approximately $9.3 billion.*
• L&F Acquisition Corp. (NYSE: LNFA), on an agreement for a business combination that will result in ZeroFox, Inc., becoming a publicly traded company with an expected equity value of approximately $1.4 billion. As a part of the transaction, ZeroFox will acquire IDX, a digital privacy protection and data breach response services company.*
• Gold Standard Baking, LLC a manufacturer of wholesale baked goods, in its sale of its Wisconsin assets to Crown Bakeries, LLC.*
• Parthenon Capital Partners in the investment in New York-based Kroll Bond Rating Agency LLC (KBRA), a credit rating firm that assesses companies and evaluates bonds. The media reported that the acquisition values KBRA at $900 million including debt.*
• Nexus Capital Management LP in its acquisition of Smucker Natural Foods, Inc. and related affiliates for $110 million.*
• Engineered Controls International, LLC (RegO), a portfolio company of Windjammer Capital Investors, on its acquisition of RegO by Dover Corporation (NYSE: DOV).*
• CC Neuberger Principal Holdings II (NYSE: PRPB), a SPAC formed through a partnership between CC Capital and Neuberger Berman, in its business combination with Getty Images. The business combination values Getty Images at an enterprise value of $4.8 billion.*
• Cint Group AB in its acquisition of Lucid, a programmatic research technology platform, for $1.07 billion.*
• Antylia Scientific in its sale of its Masterflex business unit to Avantor for $2.9 billion.*
• Ettain group in its sale to ManpowerGroup (NYSE: MAN), a global workforce solutions company, for $925 million.*
• Olive.com in its agreement to combine with MDH Acquisition Corp. (NYSE: MDH), a special purpose acquisition company.*
• Future Infrastructure Holdings, LLC in its sale to Primoris Services Corporation by Tower Arch Capital LLC in a transaction valued at $620 million.*
• Unifrax in its acquisition of Lydall, Inc., for an enterprise value of approximately $1.3 billion.*
• E2open Parent Holdings, Inc. in a stock and cash transaction valued at approximately $1.7 billion acquisition of BluJay Solutions, a leading cloud-based logistics execution platform.*
• Thoma Bravo in its $12.3 billion acquisition of Proofpoint, Inc.*
• Nordic Capital Fund X in its acquisition of United Veterinary Care, a collection of veterinary hospitals across the US*
• HGGC in its sale of Dealer-FX to Snap-on Incorporated, an S&P 500 company that makes tools, equipment, diagnostics and information solutions for automotive repair industries.*
• 3i Group plc in its agreement to invest $120 million in Wilson Human Capital Group (WilsonHCG), a global leader in talent solutions.*
• Nautic Partners in its creation of CarepathRx and its acquisitions of related businesses.*
• CC Capital and Motive Partners in their acquisition of Wilshire Associates.*
• Trilantic North America in its investment in Rarebreed Veterinary Partners, an operator of a group of veterinary clinics.*
• LyondellBasell in its definitive agreements with Sasol to form a 50/50 polyethylene joint venture through which LyondellBasell acquired 50 percent of select assets in Louisiana for a total consideration of $2 billion.*
• MRC in its media publishing joint venture with Penske Media Corporation, known as P-MRC Holdings, which will take over the operations of The Hollywood Reporter, Variety, Rolling Stone, Billboard, Vibe and Music Business Worldwide.*
• Warburg Pincus in its investment in Salsify.*
• Thomas H. Lee Partners in its acquisition of Insurance Technologies.*
• The Blackstone Group in its investment in 21Vianet Group, Inc.*
• Centerbridge Partners in its acquisition of AHEAD from Court Square Capital Partners.*
• Clene Nanomedicine, Inc., in its successful merger with Tottenham Acquisition I Limited.*
• Gryphon Investors in its majority investment in 3Cloud, a leading provider of strategic advisory and technical services for the Microsoft Azure cloud platform.*
• ABRY Partners in its growth equity investment in Tuck.com, an online mattress and health referral website operator of sites including tuck.com, sleep.org and testing.com.*
• Hornbeck Offshore Services, Inc. and its affiliates, in its Chapter 11 restructuring in the United States Bankruptcy Court for the Southern District of Texas. Hornbeck provides marine transportation and subsea installation services to support the deep water drilling and production needs of their exploration and production, oilfield service, offshore construction, and US military customers. The Hornbeck Chapter 11 cases were filed with a prepackaged plan of reorganization that contemplates a $75 million in debtor-in-possession (DIP) financing and a fully backstopped $100 million rights offering.*
• Collier Creek Holdings, a special purpose acquisition company, in its agreement to combine with Utz Quality Foods, LLC.*

*Denotes experience prior to joining Goodwin

Xander is a member of the Massachusetts LGBTQ Bar Association.

Prior to joining Goodwin, Xander was a partner at Kirkland & Ellis in the firm’s Employment & Labor practice.

Best Lawyers “Ones to Watch” in Labor and Employment Law – Management (Recognized since 2023).