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Megan Woodford represents both public and private companies, as well as individuals, in connection with a broad range of employee compensation and benefits matters. She advises on the design, administration, and implementation of compensation arrangements, including equity incentive plans and executive employment agreements. Ms. Woodford counsels clients on the compensation and benefits aspects of mergers, acquisitions, and other strategic transactions. Her practice also covers tax-qualified retirement and welfare plans.
Ms. Woodford has an active pro bono practice, with a focus on assisting women’s rights organizations.
Ms. Woodford is a member of the Bar of New York. District of Columbia bar application pending; supervised by principals of the firm.
- Ben Silverman in the establishment of Propagate Content, a media production and distribution company, with funding from A+E Network and The Raine Group.
- Ascension, the nation’s leading Catholic and non-profit health system, in a $200 million investment transaction with TowerBrook Capital Partners in Accretive Health, a provider of revenue cycle management services.
- Pandora Media, Inc. in its acquisition of Next Big Sound, Inc., a provider of online music analytics.
- The underwriters in the US IPO of American Depositary Shares of Nabriva Therapeutics AG, an Austria-based biopharmaceutical company focused on developing a new class of antibiotics.
- The Goodyear Tire & Rubber Company in multiple issuances of high yield bonds.
Previous Experience
- Bates White LLC, Consultant (2008-2010)
February 17, 2021
WASHINGTON—Covington advised Humacyte, Inc., in its merger with Alpha Healthcare Acquisition Corp., a special purpose acquisition company. The transaction implies a pre-money valuation of $800 million for Humacyte with existing Humacyte shareholders rolling over 100% of their equity into equity of the combined company. In connection with the execution of the ...
January 6, 2021
NEW YORK—Covington represented Ascension Health Alliance and TowerBrook Capital Partners L.P., joint owners of an investment vehicle, in an agreement with R1 RCM Inc., a provider of technology-enabled revenue cycle management services to healthcare workers, for the conversion of the 8% Series A Convertible Preferred Stock held by the joint investment vehicle to ...
December 3, 2020, Inside Compensation
On October 29, 2020, the Department of Health and Human Services, the Department of Labor and the Department of the Treasury released the final “Transparency in Coverage” rule. The rule requires most group health plans and issuers to provide individualized cost-sharing information to participants, beneficiaries and enrollees upon request, and to publicly ...
April 6, 2020, Inside Compensation
In response to the growing unemployment numbers due to business slowdowns across the country, the Coronavirus Aid, Relief, and Economic Security (CARES) Act provides expanded unemployment insurance (UI) benefits to workers impacted by COVID-19. The move is no doubt well intentioned, but serious questions have been raised about the specific benefit design ...
April 5, 2020, Inside Compensation
As reported in our Client Alert, the new Coronavirus Aid, Relief, and Economic Security (CARES) Act includes provisions to increase the use of short-time compensation (STC) programs (also known as work sharing or shared-work programs). Section 2108 of the CARES Act provides federal funding for 100% of the STC paid by states with programs already...… Continue ...
December 19, 2019, Inside Compensation
The Departments of Health and Human Services, Labor and Treasury released a new “Transparency in Coverage” proposed rule that requires most group health plans and issuers to publicly disclose negotiated rates with in-network providers and historical data showing amounts paid for covered items or services furnished by out-of-network providers. In addition, group ...
April 5, 2019
NEW YORK—Covington represented IFM Tre, Inc. in its sale to Novartis for a $310 million upfront cash payment and up to $1.265 billion in milestone payments (for a total of $1.575 billion). IFM Tre develops chemically distinct systemic, gut-directed, and CNS-penetrant drug candidates to address several indications triggered by NLRP3, including metabolic, ...
November 8, 2018, Inside Compensation
On October 1, 2018, the Massachusetts Noncompetition Agreement Act (the “Act”) came into effect, creating several new requirements for noncompetition agreements between employers and service providers based in Massachusetts. The new law does not impact agreements entered into before October 1; however, going forward, employers should evaluate when to seek a ...
August 8, 2018
WASHINGTON—Covington advised Wilmington, Delaware-based WSFS Financial Corporation in its acquisition of Philadelphia-based Beneficial Bancorp, Inc., in a transaction valued at approximately $1.5 billion. This is the second bank M&A deal in two weeks where Covington is representing the acquiring institution. Covington is also representing Dallas-based Veritex ...
Equity Plan Votes Scrapped After Tax Reform
August 6, 2018, Agenda
William Woolston and Megan Woodford are quoted in Agenda regarding the Tax Cuts and Jobs Act of 2017’s effect on incentive plans. Mr. Woolston suspects public companies not conducting a shareholder vote on incentive plans is the “ beginning of a trend.” However, he believes that shareholders can still rely on other measures to hold companies accountable for ...
July 20, 2018, Inside Compensation
This article originally appeared in Law360. Companies have had a lot to digest since the passage of the Tax Cuts and Jobs Act (the “TJCA”) late last year. But for executive compensation attorneys and professionals who work with or advise public companies, the elimination of the tax deduction for performance-based compensation under section 162(m) of...… ...
March 20, 2018, Inside Compensation
Part of Our Series on the Tax Cuts and Jobs Act of 2017 Employers generally may deduct reasonable salaries and other compensation paid to their employees. However, section 162(m) of the Internal Revenue Code imposes a $1 million annual limit on the amount of compensation that a publicly held corporation can deduct with respect to...… Continue Reading
Covington Advises SK Holdings in Acquisition of Significant Minority Interest in Eureka Midstream
October 27, 2017
NEW YORK—Covington represented SK Holdings Co., Ltd. in its acquisition of a significant minority interest in Eureka Midstream Holdings, LLC, a midstream energy company that owns and operates approximately 340 miles of gas gathering pipelines in Ohio and West Virginia. The transaction closed in early October 2017. SK Group is a top three conglomerate in South ...
August 10, 2017
NEW YORK—Covington is representing IFM Therapeutics in its sale to Bristol Myers Squibb for $300 million in cash and the right to receive contingent payments upon achievement of specified milestones that could total in excess of $1 billion for each of its two oncology programs. Prior to closing, IFM will spin off its inflammation program to a newly-formed ...
April 8, 2016
NEW YORK — Covington advised Emmy and Golden Globe-winning producer Ben Silverman on the creation of Propagate Content, a media production and distribution company. A+E has agreed to fund the company with $30 million in equity and has committed to buy $15 million in scripted or unscripted projects in a five-year deal. Propagate has already signed Will.i.am and ...
December 8, 2015
NEW YORK, December 8, 2015 - Covington represented Ascension, the nation’s leading Catholic and non-profit health system, in a $200 million investment transaction with TowerBrook Capital Partners in Accretive Health, a leading provider of revenue cycle management services to healthcare providers. The transaction is expected to close in the first quarter of ...
September 30, 2015
NEW YORK - Covington advised the underwriters in the $106.1 million initial public offering by Austrian-based Nabriva Therapeutics AG of 10,350,000 million American Depositary Shares, representing 1,035,000 shares of Nabriva’s common stock. This was the first U.S. initial public offering by an Austrian company. The ADSs are now listed on the NASDAQ Global Market ...
May 19, 2015
NEW YORK, May 19, 2015 — Covington is advising Pandora Media, Inc., an Internet radio service, in its acquisition of Next Big Sound, Inc., a provider of online music analytics. The acquisition is expected to provide Pandora with a powerful analytics tool used by tens of thousands of music makers, labels and marketers looking for data and insights about artists ...