Independent M&A analysis · Expert witness · Board advisory
M&A, corporate governance, and expert testimony.
President, S. Goodwin & Co. LLC · Executive Director, SMU Corporate Governance Initiative · Editor, The Hilltop Docket
More than 30 years of combined experience across investment banking, private equity, the boardroom, complex litigation, and the academy — where strategy, finance, governance, and law meet.
He combines nearly 25 years in investment banking and corporate finance—including service as Managing Director and Head of Investment Banking for the Southwest U.S. at Wells Fargo Securities, work in Citigroup’s Global M&A Group, and investment-banking roles at Goldman Sachs and DLJ/Credit Suisse—with private-equity investing, board leadership, academic research, and courtroom experience.
On the public record: Named in Tesla’s proxy · ExxonMobil highlighted his research · Court opinion citing his report · Jury trial, W.D. Tex. · Texas Senate witness list
Helpful in a first note: matter caption, court, parties (for the conflicts check), discipline, and timing. No privileged or confidential facts, please.
Three distinct lanes
Independent analysis, professional engagements, and academic research.
The work is intentionally separated so readers can see what is independent, what is professional, and what is published through SMU.
Goodwin on M&A by Shane C. Goodwin →
Independent analysis of strategy, capital allocation, board process, valuation, financing, regulation, contested transactions, and post-closing value creation.
Expert witness & advisory →
Expert testimony and board-level advisory involving M&A, corporate governance, private equity, shareholder activism, disclosure, and transaction economics.
Corporate governance research at SMU ↗
Research, data, publications, and live intelligence from the SMU Corporate Governance Initiative, including The Hilltop Docket.
Boardroom advisory
Governance Advisor to Tesla’s Special Committee
Served as a Governance Advisor to the Special Committee of Tesla’s Board on the 2025 CEO Interim Award and the 2025 CEO Performance Award — fiduciary duties under Texas law, governance process, and incentive architecture.
High-stakes litigation
United States v. Google — testified at trial
Retained in the U.S. Department of Justice’s civil antitrust enforcement action over the ad-tech market, No. 1:23-cv-00108-LMB-JFA (E.D. Va.). Report, rebuttal, reply, deposition — and trial testimony, October 2025.
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High-stakes litigation
VLSI Technology v. Intel — jury-trial testimony
Multi-billion-dollar patent litigation, No. 1:19-cv-00977-ADA (W.D. Tex.). Expert testimony on private-equity structures, controlling-stockholder considerations, and fiduciary duties — jury trial, May 2025.
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High-stakes litigation
In re National Instruments Securities Litigation — M&A expert in federal securities litigation
Retained as M&A, securities, and governance expert for National Instruments in federal securities litigation arising from Emerson Electric’s unsolicited takeover pursuit — a contest that ended in an $8.2 billion acquisition — and National Instruments’ 2022 stock-repurchase program, No. 1:23-cv-10488-DLC (S.D.N.Y.). Expert analysis on materiality, takeover-probability assessments, board process, and the interplay of hostile-bid dynamics, disclosure duties, and Rule 10b5-1 repurchase plans. Report, rebuttal, and deposition (2025).
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Where practice meets academia
Practice
Academia*
Selected engagements — on the public record
Each engagement is listed with the public record of its matter — a filing, docket, or legislative history — linked directly; descriptions follow Dr. Goodwin’s sworn engagement record. Confidential engagements — including mediation and arbitration matters — are not listed. Public record →
Tesla, Inc. — Special Committee governance advisor
Governance Advisor to the Special Committee of Tesla's Board of Directors in connection with the 2025 CEO Interim Award and 2025 CEO Performance Award, addressing fiduciary duties under Texas law (2025).
Tesla Definitive Proxy Statement (Sept. 17, 2025) →DEFA14A naming Dr. Goodwin (Oct. 14, 2025) →United States v. Google LLC — trial testimony
Retained in the U.S. Department of Justice's civil antitrust enforcement action concerning the digital advertising technology market, No. 1:23-cv-00108-LMB-JFA (E.D. Va.). Report, rebuttal, reply, and deposition (2025); testified at trial (Oct. 2025).
DOJ case page →In re National Instruments Corp. Securities Litigation
Retained on behalf of National Instruments Corporation to opine on materiality, M&A probability–magnitude assessments, and governance process arising from unsolicited takeover proposals and a concurrent repurchase program, No. 1:23-cv-10488-DLC (S.D.N.Y.). Report, rebuttal, and deposition (2025).
Opinion of Judge Cote citing Dr. Goodwin’s report →VLSI Technology LLC v. Intel Corp. — jury-trial testimony
Expert testimony in multi-billion-dollar patent litigation on alternative assets, private-equity structures, and controlling-stockholder considerations, No. 1:19-cv-00977-ADA (W.D. Tex.). Report and deposition (early 2025); testified at jury trial (May 2025).
Docket, No. 1:19-cv-00977 (W.D. Tex.) →Omni Newco, LLC v. Forward Air Corp. (Del. Ch.)
Retained by Cravath, Swaine & Moore LLP on behalf of Forward Air Corporation in contested-merger litigation before Chancellor McCormick, C.A. No. 2023-1104-KSJM. Report (Dec. 2023) and deposition (Jan. 2024); resolved through a Settlement and Release Agreement, Amendment No. 1 to the merger agreement (Jan. 22, 2024), and dismissal of the litigation.
Amendment No. 1 (EDGAR) →U.S. ex rel. Martino-Fleming v. South Bay Mental Health Center
Expert testimony on fiduciary duties and the governance responsibilities of private-equity-appointed directors of portfolio companies in a False Claims Act matter, No. 15-cv-13065-PBS (D. Mass.). Report (Dec. 2019) and deposition (Feb. 2020).
Docket, No. 15-cv-13065 (D. Mass.) →Texas Legislature — SB 29 & HB 15 testimony
Expert testimony before the Senate Committee on State Affairs (SB 29, hearing Mar. 10, 2025) and the House Committee on Judiciary & Civil Jurisprudence (HB 15, hearing Mar. 12, 2025) on the Texas Business Court and corporate-governance reform. SB 29 signed May 14, 2025.
Senate witness list — “Goodwin, Shane” (For) →House witness list — “Goodwin, Shane” (For) →SB 29 history →In the media
Television
Bloomberg TechInterview with Ed Ludlow (Nov. 5, 2025) — full transcript filed as an exhibit to Tesla’s DEFA14A on EDGAR: “Dr. Shane Goodwin … a Governance Advisor to the Special Committee … participated in a conversation with Ed Ludlow on Bloomberg Technology.”
Bloomberg Tech“Musk $1 Trillion Pay Plan Chases Results: Tesla Adviser” — on the 2025 CEO Performance Award, with Caroline Hyde and Ed Ludlow (Sept. 8, 2025). YouTube (Sept. 8, 2025) →
Bloomberg Markets“Palmisano Sees U.S. Activist Investors Looking Abroad” — Goodwin appeared alongside Sam Palmisano on shareholder activism and the Center for Global Enterprise–Richman Center study of activist targeting (Jan. 8, 2018). CGE record of the appearance →
Print & commentary
ExxonMobil · SEC filingExxonMobil highlighted Goodwin’s research in definitive additional proxy materials (May 12, 2026) — identifying his comparative corporate-governance analysis, quoting his conclusion, and encouraging shareholders to read the full article.
Bloomberg Law“Dell, Exxon Moves Reveal Texas Corporate Law Isn’t Cut and Paste” (June 24, 2026).
Bloomberg Law“Texas Proxy Adviser Law Demands Disclosure and Protects Investors” (March 2026).
Fortune“Tesla’s vote wasn’t about pay. It was about who really runs the company” (Jan. 8, 2026).
Fortune“I advised Tesla’s Special Committee on Elon Musk’s historic incentive compensation package. Most critics are missing the point” (Oct. 14, 2025).
Blue Sky Blog“How Texas Is Rewriting the Rules of Corporate Domiciles” — Columbia Law School (May 29, 2025).
Blue Sky Blog“Texas vs. Delaware: Which State Will Shape the Future of Corporate Law?” — Columbia Law School (Jan. 15, 2025).
ArchiveAll Fortune commentary →
Practice areas
M&A expert witness →
Deal process, board conduct in sale processes, activism and contested transactions, disclosure practice — from a practitioner with nearly 25 years in investment banking and corporate finance.
Private-equity expert witness →
Sponsor transactions, portfolio-company governance, capital structures, and the duties of private-equity-appointed directors — with jury-trial testimony in VLSI v. Intel.
Corporate governance & fiduciary duties →
Board process, special committees, controller transactions, executive compensation, Delaware and Texas standards of review — including the post-SB 29 Texas framework.
Valuation & fairness opinions →
Transaction valuation, fairness-opinion process, market evidence, and deal-economics analysis in fiduciary and transaction disputes.
Teaching & academic leadership
The classroom record behind the testimony — courses taught, courses built, and graduate-program leadership at SMU.
50+ graduate courses
Since 2018 at SMU Cox — Global Mergers & Acquisitions, Corporate Governance, Private Equity, Corporate Law, Transformational Leadership, and Ethical Decision-Making — reaching 1,500+ students, plus numerous executive and board training programs, with teaching evaluations consistently above departmental and school-wide averages.
Courses built from practice
Created Global M&A and Corporate Governance (MBA, EMBA, Online MBA) and Ethical Leadership & Corporate Social Responsibility (MBA, MS); co-built the Business Law Boot Camp and the Ethics & Compliance Certificate with SMU Dedman School of Law and the Maguire Center for Ethics.
Graduate-program leadership
As Associate Dean of Graduate Programs and Executive Education at SMU Cox, led 16 graduate degree programs serving 1,500+ graduate students and an executive-education portfolio of 85+ programs reaching 10,000+ executives annually.
Research — the empirical record behind the testimony
As Executive Director of the SMU Corporate Governance Initiative, Goodwin publishes source-linked, versioned datasets built for practitioners, scholars, and journalists.
Public-company recognitionExxonMobil’s May 12, 2026 DEFA14A highlighted and encouraged shareholders to read Goodwin’s analysis of the company’s proposed New Jersey-to-Texas redomiciliation, specifically praising its comparative treatment of New Jersey, Texas, and Delaware.
DatasetThe Reincorporation Index — the live registry of U.S. issuer state-of-incorporation changes, with vote records and SEC-linked sources.
DatasetThe Texas Business Court Codex — the complete signed-opinion corpus of the Texas Business Court, doctrinally coded against the court’s PDFs with published inter-coder reliability checks.
DatasetTexas Business Court Live Case Monitor — opinions, cases, filings, and hearings ingested on a disclosed cadence from re:SearchTX and the court’s register, with court-direct PDFs.
CommentaryRecent work in Fortune, Bloomberg Law, the Securities Regulation Law Journal, and the Columbia Law School Blue Sky Blog — see the publications list.