Andrew Lacy

Andrew Lacy is a co-chair of Goodwin’s Antitrust and Competition practice. He advises clients on transaction-related antitrust risk, negotiating terms of agreements, and determining the applicability of merger clearance filing requirements in both US and foreign jurisdictions. He represents clients before the FTC, DOJ, and state regulators in connection with informal inquiries, Second Requests, conduct investigations, and third-party subpoenas. Andrew has represented clients in merger challenges, class actions and other private antitrust litigation matters. He also provides guidance on antitrust issues related to diligence and pre-closing conduct procedures, internal compliance programs, hiring and non-compete agreements, vendor agreements, and competitor collaboration guidelines.

Andrew's recent representative experience includes:

• iRobot Corporation in its $1.7 billion proposed acquisition by Amazon.com, Inc.
• Renesas Electronics Corporation in its proposed acquisition of Transphorm
• Deciphera Pharmaceuticals in its proposed $2.4 billion acquisition by ONO Pharmaceutical
• Thoma Bravo and its portfolio company Flexera in the acquisition of IT asset management firm Snow Software
• Thoma Bravo in its $1.8 billion acquisition of NextGen Healthcare
• Renesas Electronics Corporation in its acquisition of Sequans Communications
• Bobbie in its acquisition of Nature’s One
• Tata Communications in its acquisition of Kaleyra
• SunMed in its acquisition of Vyaire Medical’s respiratory and anesthesia consumables business
• SunMed in its definitive agreement to acquire Avanos Medical’s respiratory health business
• WHP Global in its joint agreement with Express to acquire Bonobos from Walmart
• Qualtrics International in its $12.5 billion acquisition by Silver Lake, in partnership with CPP Investments
• Mayfair Equity Partners in its sale of Pixomondo to Sony Pictures Entertainment
• Poshmark in its $1.6 billion acquisition by Naver Corporation
• Frazier Healthcare Partners in its $1.5 billion sale of Parata Systems to Becton Dickinson & Co.
• CPS Solutions in its acquisition of Trellis Rx
• InterWell Health LLC in its merger with Fresenius Health Partners and Cricket Health to create a new, value based kidney care company
• Sailpoint in its $6.9 billion acquisition by Thoma Bravo
• Citrix Systems in its definitive agreement under which affiliates of Vista Equity Partners, and Evergreen Coast Capital Corporation, an affiliate of Elliott Investment Management L.P., acquired Citrix for $16.5 billion
• Bio Products Laboratory (BPL) and its shareholder, Tiancheng International Investment Limited, in their agreement for BPL to be jointly acquired and combined with Kedrion Biopharma by funds advised by Permira Capital Partners, who have entered into a partnership with Kedrion’s existing shareholders
• Limelight Networks in its acquisition of Yahoo's Edgecast
• Tiancheng International Investment Ltd in its sale of Biotest to Grifols for EUR 1.1 billion
• PointClickCare Technologies on its acquisition of Audacious Inquiry
• Mimecast Limited in its $5.8 billion acquisition by Permira for approximately $5.8 billion
• TA Associates Management, L.P. in the sale of its portfolio company, PLS Holdings, LLC to Bentley Systems, Incorporated
• Lime Rock New Energy, L.P. in its acquisition of Electric Power Engineers, Inc.
• CSafe Global, a portfolio company of Frazier Healthcare Partners and Thomas H. Lee Partners, in its acquisition of Softbox Systems
• Argos Health in its merger with EnableComp
• Lucid Holdings in its $1.1 billion acquisition by Cint Group AB
• Nimbus Therapeutics in its proposed acquisition by Celgene and Nimbus's related antitrust litigation against Celgene and Bristol Myers Squibb
• Trillium Therapeutics in its $2.26 billion sale to Pfizer
• Innovium in its $1.1 billion acquisition by Marvell Technology for $1.1 billion
• Synaptics Incorporated in its acquisition of DSP Group
• Waystar in its acquisition of eSolutions, a leading provider of healthcare revenue cycle and Medicare analytics*
• BMW Group and Daimler AG in FTC clearance of their joint venture in mobility services*
• HCA in its defeat of plaintiffs’ motion for class certification and ultimate resolution of an antitrust suit involving the wages paid to hospital nurses*
• MassMutual in its sale of Oppenheimer Funds to Invesco*
• Oaktree Capital in its sale of a majority interest to Brookfield Asset Management*
• Avianca in its joint venture with United Airlines*
• Rolls-Royce Holdings plc in its acquisition of the Industria de Turbo Propulsores SA, a leading aerospace component manufacturer*
• Siliconware Precision Industries Co., Ltd., in the FTC approval of its merger with Taiwanese competitor Advanced Semiconductor Engineering, Inc.*
• Holcim in obtaining FTC clearance of its merger with Lafarge*
• Office Depot in its proposed merger with Staples*
• Priceline.com and Booking.com in obtaining dismissal of antitrust class action claims involving the online travel industry*

*Denotes experience prior to joining Goodwin.

Prior to joining Goodwin, Andrew was a partner at Simpson Thacher & Bartlett.

While in law school, Andrew served as Managing Editor of the Journal on Law and Policy in International Business.

Andrew's  publications include:

• Co-author, “United States: DOJ and FTC to Shift Focus to AI as Stringent Merger Enforcement Chills Tech Deals,” Global Competition Review’s Digital Markets Guide, October 2, 2024
• Co-Author, “United States: FTC Pharma Scrutiny Expected to Continue Following Step Up in Killer Acquisition Enforcement,” Global Competition Review’s The Guide to Life Sciences, August 14, 2024
• Co-author, “FTC Issues Final Rule Prohibiting Most Post-Employment Non-Compete Agreements,” Goodwin Client Alert, April 25, 2024
• Co-author, “US Skepticism of Tech Transactions Sparks a Step-Up in Merger Enforcement,” Global Competition Review’s Digital Markets Guide, April 11, 2024
• Co-author, “FTC and DOJ Launch New Cross-Government Inquiry on the Role of Private Equity in Healthcare,” Goodwin Client Alert, March 7, 2024
• Co-author, “US Antitrust Agencies Release Final Revised Merger Guidelines,” Goodwin Client Alert, December 19, 2023
• Co-author, “Sanofi Drops Maze Licensing Deal After FTC Challenge,” Goodwin Client Alert, December 12, 2023
• Co-author, “United States: Trends of Agency Scrutiny on Pharmaceutical Transactions Expected to Shift Amid Rise in Deal Activity,” Global Competition Review’s The Guide to Life Sciences, November 2, 2023
• Co-author, “White House Unveils Landmark Executive Order on Safe, Secure, and Trustworthy Artificial Intelligence,” Goodwin Client Alert, October 31, 2023
• Co-author, “FTC Sues Private Equity Firm Welsh Carson and U.S. Anesthesia Partners Over Alleged Anesthesiology “Roll-Up Scheme” in Texas,” Goodwin Client Alert, September 22, 2023
• Co-author, “US Antitrust Regulators Continue to Crack Down on Interlocking Directorates, and the FTC Expands Scope of Clayton Act to Noncorporate Entities,” Goodwin Client Alert, August 25, 2023
• Co-author, “US Antitrust Agencies Release Revised Draft Merger Guidelines,” Goodwin Client Alert, July 20, 2023
• Co-author, “FTC and DOJ Propose Major Changes to HSR Form and Disclosure,” Goodwin Client Alert, June 28, 2023
• Quoted, “2023 To Be A Year Of Merger Appeals, Fix-First Fights,” Law360, January 2, 2023
• Quoted, “Feds Slow-Walk Private Equity Transactions,” The Deal, December 2, 2022
• Quoted, “FTC to Crack Down on Serial Acquisitions,” The Deal, November 11, 2022
• Quoted, “AGs add another roadblock to Kroger-Albertsons deal,” Axios, November 7, 2022
• Co-Author, “United States: FTC Looks Set to Open up New Enforcement Front,” Global Competition Review's The Guide to Life Sciences, October 21, 2022
• Quoted, “UnitedHealth’s Expansion Strategy Is Threatened by US Regulators,” Bloomberg, July 28, 2022
• Quoted, “Raytheon Probe Signals Heightened DOJ Focus on Labor Antitrust,” Bloomberg, March 4, 2022
• Quoted, “Antitrust Regulators Fix Their Sights on Private Equity,” The Wall Street Journal, September 30, 2021
• Quoted, “Expect Court Battles Over Tougher US Pay-for-Delay Scrutiny,” Intellectual Asset Management, July 27, 2021
• Quoted, “Biden Order Threatens Mergers, Past and Present,” BioWorld, July 12, 2021
• Quoted, “Biden Antitrust Push Faces Steep Road,” CFO Dive, July 12, 2021
• Quoted, “SCOTUS Setback Won’t End FTC’s Focus on Pharma Patent Strategies,” IAM Magazine, April 27, 2021
• Co-Author, “FTC and DOJ Announce New Draft Vertical Merger Guidelines,” Deal Lawyers, March 20, 2020

Andrew's speaking engagements include:

• Speaker, “The New Rules of U.S. Merger Control: Effectively Navigating Changes to the Merger Guidelines and HSR Process,” Goodwin CLE Day Webinar Series, January 18, 2024
• Speaker, “Biden Administration Merger Challenges: Can the Agencies Turn Around a Losing Record?” 2023 Goodwin CLE Day Webinar Series, January 19, 2023
• Speaker, “Goodwin’s Closing the Deal – How to get a Private Equity Deal Done in an Environment of Heightened Antitrust Scrutiny Webinar,” October 26, 2022
• Speaker, “Antitrust Enforcement under the Biden Administration,” Antitrust Clearance & Merger Enforcement Conference, TransPerfect Legal Solutions, September 21, 2022
• Speaker, “#BigTechBreakUp: What’s to Come in Antitrust for the Tech Sector in 2022,” 2022 Goodwin CLE Day Webinar Series, January 26, 2022
• Speaker, “Fireside Chat: Antitrust Expansion in Life Sciences Collaborations,” Goodwin’s 3rd Annual JPMorgan Symposium, January 13, 2022
• Panelist, “Merger Clearance Beyond November Third: Potential Impacts of the Election on Merger Review and Enforcement,” Antitrust Clearance & Merger Enforcement Virtual Conference, TransPerfect Legal Solutions, October 20, 2020