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Corey M. Goodman


Advises U.S. and international corporate and private equity clients on the tax aspects of major transactions.

Corey advises corporations and private equity firms on a broad spectrum of federal income tax matters, including U.S. and international mergers and acquisitions, joint ventures, spinoffs, bankruptcy reorganizations, refinancings, and cross-border and internal restructurings.

He is recognized by Chambers USA, where clients describe him as “a brilliant legal mind with an encyclopedic knowledge of the tax code and regulations.” Clients note that Corey “negotiates zealously for his clients, spots issues that others miss and identifies creative solutions.”

Experience highlights

Corey’s recent representations include the following:

  • Brookfield Business Partners on the $16 billion acquisition of Nielsen
  • Emerson on its $14 billion sale of Climate Technologies to Blackstone and the sale of its Therm-O-Disc sensing and protection technologies business
  • HP on its $3.3 billion acquisition of Poly
  • Alcoa on its $2.2 billion acquisition of Alumina
  • Chase Corporation on its $1.3 billion acquisition by KKR
  • TPG on its $1 billion initial public offering
  • An ad hoc group of noteholders on the chapter 11 bankruptcy of SVB Financial Group
  • Lenders on the Chapter 11 restructuring of Air Methods
  • Crane NXT on its $270 million acquisition of OpSec Security
  • GHK on its $268 million acquisition of Auveco
  • Sabre on its private exchange of senior secured notes
  • One Equity Partners on its acquisition of Barnes Group
  • Qorvo on its acquisition of Anokiwave
  • Cox Media Group, a portfolio company of Apollo, on the sale of CMG television stations in 12 markets to Imagicomm Communications
  • Lenders in over $15 billion of financing by Vista Equity Partners and Evergreen Coast Capital on their acquisition of Citrix

Corey’s representations before joining Davis Polk include:

  • American Tower in its $3.5 billion acquisition of InSite Wireless
  • Johnson Controls in its acquisition of Silent-Aire
  • McCormick & Co. in its acquisitions of Cholula Hot Sauce and the food business of Reckitt Benckiser
  • MDC in its business combination with Stagwell
  • Google in its reorganization into Alphabet and matters pertaining to its Other Bets division, and acquisitions including Fitbit, Looker Data Sciences, its agreement with HTC and the sale of its mobile device business
  • Warburg Pincus in various transactions, including:
    • acquisitions of Sundyne, Duravant, CityMD, Gabriel Brothers, Guardsmark, Hygiena, Infinite Electronics, Labstat, Pregis and Universal Services of America
    • its strategic investment in GA Foods
    • Allied Universal in its acquisitions of G4S, USSA, and SOS Security, the sale of equity to CDPQ and the merger with AlliedBarton to form Allied Universal
    • Acquisitions and refinancings by CityMD, Consolidated Precision Products, Duravant, Pregis and Hygiena
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Chambers USA – Tax, New York

Legal 500 U.S. – US Taxes: Non-Contentious, Next Generation Partner

Legal 500 U.S. – Tax: Financial Products, Next Generation Partner

Legal 500 U.S. – International Tax, Next Generation Partner

Law 360 – “Rising Star: Tax,” 2016


LL.M., Taxation, New York University School of Law
J.D., New York University School of Law
B.S., Cornell University

Professional history

  • Davis Polk since 2021
  • Partner, Cleary Gottlieb, 2016-2021
  • Associate, Cleary Gottlieb, 2007-2015

Qualifications and admissions

  • State of New York
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