Caroline H. Bullerjahn

Caroline Bullerjahn, a partner in Goodwin’s Securities Litigation practice and a leader of the firm’s Life Sciences Disputes group, focuses her securities litigation practice on class action and derivative litigation defense, SEC, and other government, regulatory and internal investigations, fiduciary duty claims, corporate governance matters, and shareholder disputes, M&A-related litigation and post-closing disputes, and SPAC litigation. She is a member of the firm’s Partnership Committee and the co-chair of the firm’s global Dobbs Task Force.

Caroline is recognized by The Legal 500 US for her securities litigation practice, and has been recognized as a Massachusetts “Top Woman of Law” for her representation of both private and publicly traded corporations, primarily in the life sciences, biotechnology, medical device, healthcare and technology industries, and their officers and directors in such securities litigation matters. In addition, she advises clients and their boards of directors on disclosure-related issues and litigation risk mitigation measures.

Caroline’s recent representative matters include:

• Represented public healthcare services company in merger litigation in the U.S. District Court for the District of Massachusetts following announcement of a $5 billion go private transaction, successfully convincing plaintiffs not to file threatened preliminary injunction motion, allowing the deal to close on time, and subsequently convincing plaintiffs to voluntarily dismiss their complaints
• Represented public life sciences client in connection with threatened merger litigation in connection with the acquisition of client by global pharmaceutical company in a $1 billion strategic transaction, successfully convincing the stockholder to drop threatened claims prior to filing, allowing the deal to close on time
• Represented public technology company client in merger litigation in Delaware Chancery Court following the announcement of its $240 million acquisition by AOL, Inc., successfully defeating the plaintiff’s motion for a preliminary injunction and attempt to appeal on an emergency basis to the Delaware Supreme Court, allowing the deal to close on time
• Represented French public pharmaceutical company in an arbitration before a big four accounting firm in a post-closing working capital dispute, resolving the matter favorably
• Represented former directors and officers of closely held Massachusetts corporation in a derivative action alleging breach of fiduciary duty claims concerning alleged excessive compensation in connection with sale transaction, winning summary judgment in Massachusetts Superior Court and subsequent appeal before the Massachusetts Appeals Court
• Represented public medical diagnostic products company and its board of directors and senior management in securities class action in the U.S. District Court for the District of Massachusetts alleging violations of the Securities Act of 1933 concerning a $730 million secondary offering, successfully obtaining dismissal with prejudice
• Represented audit committee of public software company in an internal investigation and subsequent SEC inquiry concerning side agreements allegedly entered into by sales employees in Europe and Asia and potential revenue recognition issues, successfully convincing the SEC not to pursue investigation or other enforcement measures
• Represented managing director of valuation firm in formal investigation by the SEC concerning a public company’s valuation of certain intangible assets and intellectual property rights in connection with two acquisitions, resolving the matter favorably with no SEC action
• Represented CEO of public software company for several years in formal investigation by the SEC regarding stock option practices, resolving the matter favorably with no SEC action
• Represented special committee of the board of trustees of a mutual fund in derivative demand investigation concerning the collapse of the fund
• Pro bono representation of the One Fund Boston, Inc., a charitable organization formed to benefit those most affected by the Boston Marathon bombings and related events, and Project Citizenship, a non-profit pro bono organization that helps green card holders to obtain U.S. citizenship

Caroline is a member of the Board of Trustees for the Women’s Bar Foundation in Boston, an organization dedicated to ensuring access to justice for low-income women, and is also a member of the Boston and American Bar Associations. She is also an active member of Goodwin’s Women’s Initiative, organizing networking events for women in Boston, and serves as a dedicated mentor to many lawyers at Goodwin.

Prior to joining Goodwin, Caroline was an associate in the Litigation Department at Willkie Farr & Gallagher LLP in New York. While in law school, she served as an extern to The Honorable Ronald A. Guzman of the Northern District of Illinois, and also worked at the US Attorney’s Office for the Northern District of Illinois. Prior to law school, from 1998 to 2000, Caroline was a paralegal specialist in the Antitrust Division of the US Department of Justice in Washington, DC, where she worked on the Department’s United States v. Microsoft trial team.

Caroline was honored by Massachusetts Lawyers Weekly as a “Top Women of Law,” in recognition of being an exceptional female lawyer who is a pioneer, educator, trailblazer and role model throughout the state of Massachusetts.

Caroline has been recommended by The Legal 500 US for her securities litigation practice multiple times. The National Law Journal has recognized Caroline as a 2015 Boston “Rising Star” and from 2009 to 2011, Caroline was recognized as a Massachusetts Super Lawyer “Rising Star” in securities litigation by Boston Magazine. Most recently, Caroline was recognized by Chambers USA for her work in Litigation: Securities in Massachusetts. 

Caroline’s recent publications include:

• “Securities Litigation Against Life Sciences Companies 2023 Year in Review,” March 2024
• “SEC Proposes New Rules Applicable To SPACs And Certain Reverse Mergers,” Goodwin Alert, March 2022
• “2021 Year in Review: Securities Litigation Against Life Sciences Companies,” Goodwin Insights, February 2022
• “SEC Proposes Amendments to Rule 10b5-1 Trading Plans,” Goodwin Alert, December 2021
• “Lawsuits Targeting SPACs as Unregistered Investment Companies,” Goodwin Alert, September 2021
• “SEC Charges SPAC, Sponsor, Target, and CEO Over Misleading Proposed de-SPAC Transaction Disclosures,” Goodwin Alert, July 2021
• “Supreme Court To Decide Whether Automatic Discovery Stay Applies To Securities Act Cases In State Court,” Goodwin Alert, July 2021
• “SEC Chairman’s Comments Signal Likely Changes to Rule 10b5-1 Trading Plans,” Goodwin Alert, June 2021
• “Get Your Board On Board with Limiting SPAC-Related Litigation Risk,” Goodwin Insights, June 2021
• “2020 Year In Review: Securities Litigation Against Technology Companies,” Goodwin Insights, April 2021
• “Limiting SPAC – Related Litigation Risk: Disclosure and Process Considerations,” Harvard Law School Forum On Corporate Governance, March 2021
• “2020 Year In Review: Securities Litigation Against Life Sciences and Healthcare Companies,” Goodwin Insights, February 2021
• “Life Science Cos. Navigate Dicey Path To Public Markets,” Law360, April 2020 (Quoted)
• “2019 Securities Year In Review: Securities Litigation Against Technology Companies,” Goodwin Insights, March 2020
• “2019 Securities Year In Review: Securities Litigation Against Life Sciences and Healthcare Companies,” Goodwin Insights, February 2020
• “2018 Year In Review – Securities Litigation Against Life Sciences and Health Care Companies,” Goodwin Insights, February 2019
• “Court of Chancery Declares Federal Forum Provisions Invalid,” Goodwin Alert, December 20, 2018
• “2017 Year In Review – Securities Litigation Against Life Sciences and Health Care Companies,” Goodwin Insights, February 2018
• “Good And Bad News For Massachusetts Life Sci, Health Cos.,” Law360, October 10, 2017
• “2016 Year In Review – Securities Litigation Against Life Sciences and Health Care Companies In The First Circuit,” Goodwin Insights, February, 2017

Caroline’s recent presentations include:

• “2023-2024 Key Trends and Updates: Securities Litigation Against Life Sciences Companies,” April 3, 2024
• “Special Committees in Conflicted M&A Transactions: Implementing Processes, Negotiating the Deal, Avoiding Pitfalls,” Stafford Webinar, November 2023
• “Dealing with Dobbs: Considerations for Employers,” Goodwin, September 14, 2022
• “2021 Year in Review – Securities Litigation Against Life Sciences Companies,” Goodwin, March 8, 2022
• “Trends and Hot Topics in Securities Litigation and SEC Enforcement for the Life Sciences Industry,” Goodwin, November 9, 2021
• “2020 Year In Review – Securities Litigation Against Life Sciences and Healthcare Companies,” Goodwin, February 10, 2021
• “What’s Next? A Path Forward in Uncertain Times: SPACs,” Goodwin, August 12, 2020
• “What’s Next? A path Forward in Uncertain Times: Private Equity (“PIPE”) Transactions and Alternative Financings
• “Public Life Sciences Companies Webinar: Securities Law and Capital Markets in the Pandemic,” Goodwin, March 25, 2020
• “New England Corporate Counsel Association Seminar,” New England Corporate Counsel Association, March 4, 2020
• “2019 Securities Year In Review: Securities Litigation Against Life Sciences and Healthcare Companies,” Goodwin, February 11, 2020
• “New York Healthcare + Biotech CLE Day,” Goodwin, October 24, 2019
• “Jumpstart Bio: A Short Program on Shorts,” Goodwin, September 11, 2018
• “Pretrial Litigation: The case begins—now what?,” MCLE BasicsPlus, November 12, 2015
• “Quarterly D&O Claims Trends: Q1 2017,” Advisen, April 27, 2017
• “Pretrial Litigation: The case begins—now what?,” MCLE BasicsPlus, November 12, 2015
• “The CFO Leadership Council's Law School for the CFO,” CFO Leadership Council, October 20, 2015