Expert witness · Corporate governance · M&A · Valuation

Testimony and analysis grounded in three decades of deal work — and a primary-source research program.

Shane Goodwin is the Executive Director of the SMU Corporate Governance Initiative, Professor of Practice in Finance at SMU Cox and Adjunct Professor of Law at SMU Dedman. More than 30 years of professional experience across M&A, shareholder activism, investment banking, corporate finance, private equity, and capital markets — including senior roles at Goldman Sachs, Citigroup, and Wells Fargo Securities.

Discuss an engagement

Boardroom advisory

Governance Advisor to Tesla’s Special Committee

Counsel to the independent 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.

Named in Tesla’s Definitive Proxy Statement (Sept. 17, 2025) →

High-stakes litigation

United States v. Google LLC — 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.

U.S. DEPARTMENT OF JUSTICEv. Google

DOJ case page →

High-stakes litigation

VLSI Technology LLC v. Intel Corporation — 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.

VLSI TECHNOLOGYv. Intel

Docket, No. 1:19-cv-00977 (W.D. Tex.) →

Legislative testimony

Texas Senate Bill 29 — modernizing Texas corporate law

Invited expert testimony before the Senate Committee on State Affairs (SB 29, Mar. 10, 2025) and the House Committee on Judiciary & Civil Jurisprudence (HB 15, Mar. 12, 2025). SB 29 signed into law May 14, 2025.

TEXAS LEGISLATURE · 89TH SESSION

SB 29 legislative history →

The research record

Two live public datasets behind the testimony

The Reincorporation Index and the Texas Business Court Codex — source-linked, replicable, primary-source research published through the SMU Corporate Governance Initiative.

THE REINCORPORATION INDEX·THE TBC CODEX

smucgi.org →

Selected engagements — on the public record

Every engagement listed here is disclosed in a public filing, court docket, or legislative record, linked directly to the source. Confidential engagements — including mediation and arbitration matters — are not listed.

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) →

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).

Docket, No. 1:23-cv-10488 (S.D.N.Y.) →

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 an amended merger agreement and global settlement.

Forward Air 8-K filings (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

Invited 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.

SB 29 legislative history → HB 15 history →

Practice areas

M&A expert witness →

Deal process, board conduct in sale processes, activism and contested transactions, disclosure practice — from a practitioner who ran these processes for two and a half decades.

Corporate governance & fiduciary duties →

Board process, special committees, controller transactions, executive compensation, Delaware and Texas standards of review — including the post-2025 Texas framework.

Valuation & fairness opinions →

Business valuation, fairness-opinion practice, event-study and market-evidence analysis, damages frameworks in fiduciary and transaction litigation.

Research — the empirical record behind the testimony

As Executive Director of the SMU Corporate Governance Initiative, Goodwin publishes source-linked, replicable datasets used by practitioners, scholars, and journalists.

DatasetThe Reincorporation Index — the live registry of U.S. public-company state-of-incorporation changes, with vote records and SEC-linked sources.

DatasetThe Texas Business Court Codex — every opinion of the Texas Business Court, doctrinally coded against the signed PDFs.

CommentaryRecent work in Fortune, Bloomberg Law, the Securities Regulation Law Journal, and the Columbia Law School Blue Sky Blog — see the publications list.