Andrew G.
Gordon

A partner in the Litigation Department and co-chair of the M&A Litigation Practice Group, Andrew Gordon is a nationally recognized trial lawyer and commercial litigator who has extensive experience leading cases on behalf of plaintiffs and defendants in complex civil litigation matters. His practice concentrates on M&A-related disputes, including “material adverse change” litigations and shareholder class actions and derivative suits in the Delaware Court of Chancery, where he has achieved several precedent-setting results, as well as securities litigation, intellectual property, bankruptcy and employment. Andrew has successfully conducted numerous trials in federal and state courts, bankruptcy courts and arbitration forums, and regularly represents private equity funds and their portfolio companies, financial services providers, and major public companies and their boards across a wide range of industries.

Andrew is consistently recognized for his litigation and trial achievements, with clients recently describing him as an “exceptional litigator, communicator and counselor” who has “a keen commercial sense and understands clients’ businesses.” He has twice been named an American Lawyer “Litigator of the Week” and is recognized by Chambers USA, The Legal 500 and Best Lawyers for his work in commercial litigation, M&A litigation and IP litigation.

Andrew has a substantial practice litigating disputes on behalf of public companies, special and investigative board committees, private equity firms and portfolio companies, individual senior executives and other private companies in a variety of transaction-related disputes. Andrew’s recent experience includes representing:

• Fresenius SE & Co., a German healthcare company, in a landmark ruling, affirmed by the Delaware Supreme Court, that Fresenius was justified in terminating a $4.8 billion merger agreement with Akorn Pharmaceuticals due to Akorn’s post-signing decline and Akorn’s blatant breaches of FDA data integrity requirements, both constituting Material Adverse Events (MAE) under Delaware law. The decision was the first to find an MAE justified based on post-signing financial decline and other factors.
• Channel Medsystems, Inc., a medical device start-up, in a major trial victory in the Delaware Court of Chancery in an MAE litigation with Boston Scientific in which Boston Scientific unsuccessfully sought to terminate its $275 million acquisition of Channel.
• Pilot Travel Centers (PTC), an owner and operator of travel centers across the United States intended to serve the trucking industry, in the favorable resolution on the eve of trial of a breach of contract and fiduciary duty action filed in the Delaware Court of Chancery by Pilot Corporation, a minority member of PTC, against PTC, Berkshire Hathaway, the majority members of PTC, and certain PTC board members concerning accounting methods and put right valuations.
• Symbiont.io, Inc., a blockchain-powered “smart securities” start-up, in winning a more than $140 million trial verdict in the Delaware Court of Chancery in a suit brought against Ipreo Holdings and IHS Markit concerning a joint venture intended to leverage blockchain technology in the syndicated loan market.
• Hecate Holdings LLC, a renewable energy company, in a high-stakes litigation against Repsol Renewables in the Delaware Court of Chancery regarding Repsol’s failure to consummate a put option to consummate the acquisition of Hecate’s LLC membership interests.
• Alere, Inc., a medical device and point-of-care testing company, in material adverse change litigation with Abbott Laboratories resulting in Abbott agreeing to close its $5.3 billion acquisition of Alere following expedited proceedings in the Delaware Court of Chancery.
• Virtu Financial in litigation arising out of Virtu’s $1.4 billion acquisition of Knight Capital Group, including the successful resolution of a preliminary injunction challenging the transaction under Section 203 of the Delaware Corporation Law.
• Lawrence Ellison and other defendants as lead counsel in the successful resolution of a shareholder derivative suit brought in the Delaware Court of Chancery asserting breach of fiduciary duty claims in connection with nominal defendant Autonomous Medical Devices, Inc.’s equity financings.
• Geneve Holdings Inc., an insurance company, and several board members of its publicly-traded subsidiary Independence Holding Corp. in litigation brought in the Delaware Court of Chancery alleging that Geneve, as the controlling shareholder, breached its fiduciary duties in connection with its take-private acquisition of IHC.
• Several private equity firms, including General Atlantic, Kohlberg & Co., KKR and The Carlyle Group, in shareholder class actions, derivative-style lawsuits and take-over litigation concerning portfolio company transactions.
• Numerous public companies and board committees, including 1-800-Flowers, Archer Aviation, Crown Castle, Dominion Diamond, Evercore, Expedia Group, Lazard Inc., Millicom International, Moelis & Co., Newmark Group and TD Bank in a variety of transaction- and governance-related disputes in state and federal courts across the country.

Andrew’s securities, intellectual property, employment, bankruptcy and other complex commercial litigation experience includes representing: 

• The Citco Group, the world’s leading hedge fund administrator, in:
  • prevailing on summary judgement on all counts, just days before trial, in a $220 million suit brought by Louisiana public pension funds stemming form their failed investment in a hedge fund managed by Alphonse “Buddy” Fletcher Jr.; and
  • federal, state and bankruptcy-related litigations arising out of the collapse of several hedge funds, including Fairfield Sentry.
• Investment Technology Group, Inc. in obtaining a favorable defense verdict in a FINRA arbitration brought by a former employee of ITG who claimed that the company had disparaged him in violation of his separation agreement with ITG.
• Virtu Financial and certain of its executives and officers in a number of litigation and regulatory engagements, including in:
  • a shareholder breach of fiduciary duty class action in the Delaware Court of Chancery related to the decision to execute stock buybacks;
  • a securities class action alleging the defendants made misleading statements regarding Virtu’s commitment to safeguarding client trading information; and
  • a securities fraud lawsuit brought by Northwest Biotherapeutics alleging that Virtu and other broker-dealers engaged in market manipulation by “spoofing” shares of the company’s stock.
• Santa Barbara Hospitality in a successful two-week arbitration trial brought against Hyatt involving alleged breaches of a hotel management agreement.
• The National Hockey League in various league-related matters, including in defense of an antirust class action alleging that the Canadian Hockey League and its constituent teams engaged in a cartel to restrain the market for hockey services.
• Berkshire Hathaway Energy in defense of an antitrust class action alleging that several real estate brokerages conspired to require home sellers to pay inflated commission to buyer brokers.
• Pretium Partners, an investment management firm focused on residential investments and corporate and structured credit, in the resolution of litigation brought by the Minnesota Attorney General concerning the management of single-family rental properties.
• Major media & entertainment, fashion and consumer products companies, including Capri Holdings, Duracell, MTV Networks, Liz Claiborne, Warner Music Group, Versace, VoiceAge, and Ralph Lauren Corporation, among others, in significant trademark, licensing and intellectual property disputes.

Andrew was part of a trial team that successfully represented, pro bono, thousands of individuals with serious mental illnesses in a landmark lawsuit brought against the Governor of the State of New York and other New York officials.

Andrew has earned national recognition as a leading trial lawyer and a go-to lawyer for the most challenging investor and shareholder disputes. The American Lawyer has twice recognized him as “Litigator of the Week” for a trial victory on behalf of Channel Medsystems in an MAE litigation in Delaware and a major summary judgment win on behalf of The Citco Group in Louisiana federal court. He is recognized by Chambers USA in the Litigation: General Commercial (NY) category, by The Legal 500 US in the M&A Litigation: Defense and General Commercial Disputes categories, and by Best Lawyers in Copyright Law.