ProfessionalsAndrew G. Gordon
A partner in the Litigation Department, Andrew G. Gordon has extensive experience litigating on behalf of plaintiffs and defendants in complex civil litigation matters. Andrew’s litigation practice is concentrated on M&A litigation, including handling “material adverse change” litigations and shareholder class actions nationwide asserting breach of fiduciary duty and disclosure-related claims. Andrew also handles securities, intellectual property, bankruptcy, employment and other commercial disputes.
An experienced trial lawyer, Andrew has conducted or participated in numerous trials in federal and state courts, bankruptcy courts and arbitration matters. Andrew was recently named an American Lawyer “Litigator of the Week” for his win on behalf of Citco Group in a major public pension fund investor suit in Louisiana. Andrew is also recognized by Chambers USA in Litigation: General Commercial and recommended by The Legal 500 in M&A Litigation: Defense.
Some of his recent work 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;
- prevailing on summary judgment on all counts, just days before trial, on behalf of The Citco Group, the world’s leading hedge fund administrator, in a $220 million suit brought by Louisiana public pension funds stemming from their failed investment in a hedge fund managed by Alphonse “Buddy” Fletcher Jr.;
- obtaining a favorable defense verdict for Investment Technology Group, Inc. 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;
- securing the dismissal of claims against Dominion Diamond after a putative class of shareholders sued to enjoin the acquisition of Dominion Diamond by The Washington Companies, thereby allowing the $1.2 billion transaction to close on schedule;
- securing dismissal of claims filed against Silver Bay Realty Trust Corp. and its board of directors for breach of fiduciary duty and alleged proxy statement misrepresentations and omissions in connection with Silver Bay’s $1.4 billion acquisition by Tricon Capital Group;
- representing Channel Medsystems, Inc., a medical device start-up, in a “material adverse change” litigation with Boston Scientific Corporation in which Boston Scientific is seeking to terminate its $250 million acquisition of Channel Medsystems on the ground that a “material adverse change” has occurred;
- representing Virtu Financial in litigation arising out of Virtu Financial’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;
- representing Alere Inc., a medical device and point-of-care testing company, in its “material adverse change” litigation with Abbott Laboratories in which we achieved a settlement whereby Abbott agreed to close the $5.3 billion acquisition;
- representing The Citco Group of Companies in federal, state and bankruptcy-related litigations arising out of the collapse of several hedge funds, including Fairfield Sentry;
- representing several public and private company defendants – most recently, for example, ADMA Biologics, Earthlink, Encana Corp., Evercore Partners, General Atlantic, Hunt Companies, Karfunkel-Zyskind Family, Kate Spade, Lazard, KKR, Mitel Networks, Plygem Industries, Universal American Corporation, and Virtu Financial – in securities class actions, take-over litigation, and derivative-styled lawsuits brought around the country;
- achieving a significant victory on behalf of Santa Barbara Hospitality in an arbitration brought against Hyatt;
- litigation of significant trademark, licensing and contractual disputes for clients such as Capri Holdings, MTV Networks, Michael Kors, Liz Claiborne, Warner Music Group, Versace, Voice Age Corporation and Ralph Lauren Corporation; and
- representing several financial, hedge fund and private equity clients in a variety of regulatory, criminal, bankruptcy, employment and civil litigation-related matters, including successfully defending a major private equity fund client in an arbitration in which plaintiff alleged claims of fraud and breach of contract and sought over $100 million in damages.
Andrew is also 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 served as associate editor of the Fordham Law Review and was elected to the Order of the Coif.