Justin A. Goldberg

Client Work

Justin’s representative matters include the consummation of the following transactions:

Food and Beverage Industry 

• Lead Associate advising Krispy Kreme Doughnut Corporation on a recently closed transaction through which Krispy Kreme acquired the franchise rights, operating assets, equipment, personal property, rights, good-will, and business of 7 Krispy Kreme stores located in Iowa and Nebraska. Justin advised on all aspects of the asset purchase transaction, including due diligence, drafting of the transaction documents, handling the associated real estate matters, and the closing of the asset purchase transaction.
• Lead Associate advising Krispy Kreme Doughnut Corporation in a trans-border transaction through which it acquired majority control of all of its franchised stores in Canada. Working with a Canadian co-counsel, Mr. Goldberg oversaw all facets of the acquisition, including overseeing due diligence, the drafting of the transaction documents, and the associated real estate matters. The deal was complicated by the Canadian tax planning of the Sellers and their retention of equity and an ongoing executive role in the Canadian business. A press release describing the transaction can be read here.
• Lead Associate advising Krispy Kreme Doughnut Corporation in a joint venture with a French coffee chain. Justin oversaw all aspects of the international transaction, including the drafting of the transaction documents and negotiations with opposing counsel.
• Lead Associate advising Krispy Kreme Doughnut Corporation on a recently closed transaction through which Krispy Kreme acquired the franchise rights, operating assets, equipment, personal property, rights, goodwill, and business of the Krispy Kreme store in Wisconsin. Justin advised on all aspects of the transaction, including due diligence, drafting of the transaction documents, employment issues, and the associated real estate matters. 
• Lead Associate advising W.K.S. Krispy Kreme, LLC, a subsidiary of Krispy Kreme Doughnut Corporation on a recently closed transaction through which W.K.S. Krispy Kreme acquired the franchise rights, operating assets, equipment, personal property, rights, goodwill, and business of 7 Krispy Kreme stores located in Northern California. Justin advised on all aspects of the transaction, including due diligence, drafting of the transaction documents, employment issues, and the associated real estate matters. 
• Lead Associate advising Krispy Kreme Doughnut Corporation on a recently closed transaction through which Krispy Kreme acquired the franchise rights, operating assets, equipment, personal property, rights, goodwill, and business of 11 Krispy Kreme stores in Florida. Justin advised on all aspects of the transaction, including due diligence, drafting of the transaction documents, employment issues, and the associated real estate matters. 
• Lead Associate advising Krispy Kreme Doughnut Corporation on a series of recently closed transactions through which the company acquired the franchise rights, operating assets, equipment, personal property, rights, goodwill, and business of 23 franchised stores located in Texas, Georgia, and North Carolina.  With Justin’s assistance, the parent company of the chain has now reacquired every store that had been franchised in Texas, which was a significant milestone for the company’s strategic plan.  We advised on all aspects of the asset purchase transactions, including due diligence, drafting of the transaction documents, employment issues, and the associated real estate matters.
• Lead Associate advising Krispy Kreme Doughnut Corporation on an asset purchase transaction for the purchase of substantially all the franchise rights, operating assets, equipment, personal property, rights, goodwill, and business of 4 stores located in Illinois.  Justin advised on all aspects of the transaction, including due diligence, drafting of the transaction documents, employment issues, and the associated real estate matters. 
• Lead Associate advising Krispy Kreme Doughnut Corporation on two simultaneous asset purchase transactions for the purchase of substantially all the franchise rights, operating assets, equipment, personal property, rights, goodwill, and business of 6 stores located in Missouri and Illinois.  Justin advised on all aspects of the transaction, including due diligence, drafting of the transaction documents, employment issues, and the associated real estate matters. 
• Lead Associate advising Krispy Kreme Doughnut Corporation on an asset purchase transaction for the purchase of substantially all the franchise rights, operating assets, equipment, personal property, rights, goodwill, and business of 9 stores located in North Carolina.  Justin advised on all aspects of the transaction, including due diligence, drafting of the transaction documents, employment issues, and the associated real estate matters. 
• Lead Associate advising Krispy Kreme Doughnut Corporation on an asset purchase transaction for the purchase of substantially all the franchise rights, operating assets, equipment, personal property, rights, goodwill, and business of 6 stores located in Florida.  Justin advised on all aspects of the transaction, including due diligence, drafting of the transaction documents, employment issues, and the associated real estate matters. 
• Lead Associate advising Krispy Kreme Doughnut Corporation on a joint venture transaction through which the company acquired a controlling interest 31 stores, located in seven Western and Mid-Western states. Concurrently with the closing, the joint venture closed an asset purchase transaction and acquired 6 of the stores located in Nevada and Colorado.

Sports Industry

• Negotiating and drafting an extension of the Allstate Sugar Bowl’s Title Sponsorship Agreement.
• Negotiating the Sugar Bowl’s participation and sponsorship agreements and work on various game-related issues, in connection with the televised 2022 Allstate Louisiana Kickoff Game.
• Lead Associate for Big Ten Media Properties’ sublicense of the media rights to the Big Ten Conference’s sports events, for $2 billion-plus, to ESPN, CBS, and FOX.  This included the drafting of the media rights agreements taking into account the complex media market, multiple telecasters, and sports, as well as the negotiations with the counterparties.
• Negotiating the Sugar Bowl’s participation agreements and work on various game-related issues, including in relation to the Sugar Bowl’s hosting of the College Football Playoff semifinal game every four years.
• Work on the successful hosting by the New Orleans College Football Host Committee, and its member, the Sugar Bowl, of the College Football Playoff National Championship Game in 2020.
• Negotiating the Sugar Bowl’s sponsorship agreements, including renewing its title sponsorship deal with Allstate and work on various game-related issues.
• Counseled Under Armour in connection with various sponsorship relationships with pro athletes and colleges.
• Revising a sponsorship agreement with a prominent professional sports athlete for a key brand of a Fortune 500 company.

Insurance & Reinsurance Industry

• Lead associate in representing an insurance brokerage agency in a complex matter involving federal tax issues and facilitated an extensive corporate reorganization in connection with the closing of the transaction.
• Lead associate in a complex sale process for a large national insurance brokerage, with many subsidiaries, in its successful sale to a private equity firm with a strong track record in the insurance brokerage industry.
• Lead associate in a complex acquisition process for a large regional insurance brokerage, in its successful purchase of a leading liability, property, and technology third party administration firm.
• Lead associate in a complex sale process for a large regional insurance brokerage in its successful sale to a private equity-backed roll-up of leading independent property, casualty and employee benefits brokerage firms.
• Lead associate in advising a medium-sized regional insurance brokerage in its successful sale to a private equity-backed roll-up of leading independent brokerage firms.

Cannabis Industry

• Lead Associate representing a Peruvian-based client’s acquisition of a cannabis services business in California and Nevada and continued representation post-closing including, integration and corporate governance.
• Lead Associate in advising a private family office of a celebrity, in a minority investment in the company behind the leading vape brand in California and Nevada. 
• Lead associate in a complex vertical integration of Shryne Group, Inc. to create one of the largest cannabis holding companies in California. 
• Lead associate in advising a celebrity on the acquisition of valuable intellectual property from a multinational media conglomerate, in order to establish a future cannabis brand.

Other

• Lead associate in advising an education-consulting company in its successful sale of the company to a private equity-backed consolidator in the education industry. Justin advised on all aspects of the transaction, including due diligence, drafting of the transaction documents, employment issues, and the associated tax matters.
• Lead associate representing the Trustee of a newly-formed ESOP in the $412.5M acquisition of one of the largest multifamily general contractors in the country.
• Lead associate in advising a private equity-backed consolidator in the plastics injection molding industry in its successful acquisition of a company in that industry. 
• Pro Bono representation of NAACP Legal Defense and Educational Fund in a major litigation challenging Harris County’s bail system.
• Representing a Chinese investment company in its Series A investment in a virtual reality and video game company, affiliated with the acclaimed director Michael Bay.
• Lead associate in advising a prominent regional audio/visual company in its successful sale to a national customer-centric exhibition services provider.  
• Lead associate in a complex acquisition process for Krispy Kreme in its successful joint venture transaction to acquire a majority interest in over thirty-five (35) stores, previously owned by two of its leading franchisees. 
• Lead associate in advising a private equity-backed consolidator in the plastics injection molding industry in its successful acquisition of a company in that industry. 
• Pro Bono representation of NAACP Legal Defense and Educational Fund in a major litigation challenging Harris County’s bail system.
• Representing a Chinese investment company in its Series A investment in a virtual reality and video game company, affiliated with the acclaimed director Michael Bay.
• Lead associate in advising a prominent regional audio/visual company in its successful sale to a national customer-centric exhibition services provider.  

Automotive Industry

• Lead associate in advising on an ownership restructuring of a chain consisting of three automobile dealerships located in Simi Valley, California.
• Lead associate in advising a regional dealer group in the sale of its dealership assets and real property to an affiliate of an international automotive dealership group. 
• Lead associate in advising the seller in the sale of an automobile franchise located in California.

Previously, Justin regularly counseled mutual funds, insurance-dedicated funds, and investment advisers on a wide range of regulatory, transactional, and compliance matters. He also counseled mutual fund boards and independent board members on regulatory and corporate governance-related matters. Justin additionally handled matters relating to money market funds and was actively involved in advising clients on the SEC’s July 2014 money market fund reforms.

Previous Work

Justin previously worked as an associate in the Financial Services Group of a prominent law firm. Justin also worked as a legal intern for Fox Cable Networks and NBC Universal. 

During law school, Justin co-founded the USC Business Law Society and the USC Business Law Advisor, a student-run publication of advisory articles relevant to the intersection of business and law.

Professional Activities

Justin is very active in leadership roles at ArentFox Schiff. For example, he is the liaison to the Firm’s Executive Committee for ParentFox (ArentFox Schiff’s parent group), which is one of the several affinity groups available; and he has been selected by Firm leadership to be an ArentFox Schiff Fellow - a selective, three-year leadership development program including workshops, retreats, and collaborative experiences.

Publications, Presentations, and Recognitions

Justin’s publications include:

• Co-author, “The evolution of digital media strategies in Major League sports and the legal issues they raise,” LawInSport, January 7, 2019
• Co-author, “SBA Survey Unfairly Targets COVID-19 Relief Borrowers,” Law360, November 5, 2020

Justin’s presentations include:

• Co-presenter, “Paycheck Protection Program Borrower Concerns: Form 3509/3510, SBA Audit, and Litigation,” Arent Fox Webinar, December 15, 2020
• Co-presenter, “Advice for PPP Borrowers: How to Navigate the New Forgiveness Rules,” Arent Fox Webinar, June 23, 2020
• Co-presenter, “AF COVID-19 Podcast: PPP Loan Forgiveness - What Dealers Need to Know,” Arent Fox Podcast, May 23, 2020
• Co-presenter, “Small Business Administration Loan Update,” NJ CAR, April 10, 2020
• Co-presenter, “Arent Fox Business Loan Task Force for the Fantasy Sports and Gaming Association,” April 8, 2020
• Co-presenter, “Accessing Federal Support: Small Business Loan Program Webinar,” FOCUS DC, April 6, 2020
• Co-presenter, “Arent Fox Business Loan Task Force Webinar for the American Public Transportation Association,” April 6, 2020
• Co-presenter, “Economic Relief for Dealers Under the CARES Act,” Greater New York Auto Dealers Association, April 2, 2020

Justin’s recognitions include:

• Best Lawyers: Ones to Watch, Best Lawyers (2024)

In connection with Justin’s pro-bono work for the Veterans Legal Institute, his position as a Board Member, and ArentFox Schiff’s recognition as Law Firm of the Year by VLI in 2022, he has received the following recognitions:

• U.S. House of Representatives – Certificate of Congressional Recognition, from Congresswoman Young Kim (CA-40), dated July 20, 2023;
• U.S. House of Representatives – Certificate of Special Congressional Recognition, from Congresswoman Mimi Walters (CA-45), dated December 1, 2016;
• U.S. House of Representatives – Certificate of Congressional Recognition, from Congresswoman Loretta Sanchez (CA-46), dated December 1, 2016;
• State of California Senate – Certificate of Recognition, from State Senator Janet Nguyen (CA-34), dated December 1, 2016;
• The State Bar of California – Wiley W. Manuel Certificate, from Daniel J. Pasternak (President 2015-1016), dated June 2016; and
• The State Bar of California – Wiley W. Manuel Certificate, from Craig Holden (President 2014-1015), dated April 2015.

Life Beyond the Law

Justin is a fan of the Malcolm Gladwell books and Dan Brown novels. He loves travelling and has visited various European cities.