Andrew G. Gordon

Gordon 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. Gordon’s recent experience includes representing:

• Fresenius SE & Co., a German healthcare company, in a significant 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.
• 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.
• 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.

Gordon’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 judgment on all counts, just days before trial, 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.;
  • securing a victory at the Second Circuit in a dispute concerning the administration, banking and custodial services provided to investors in three Fairfield Investments funds that had invested in Bernard L. Madoff Investment Securities (BLMIS) and were forced into liquidation
• 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 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 securing the dismissal of a putative antitrust class action alleging that the NHL and the Canadian Hockey League engaged in a cartel to restrain the market for hockey services.
• Honeywell International Inc. in a high-stakes breach of contract and declaratory judgment action brought by Flexjet in New York Supreme Court regarding the parties’ long-term Mechanical Service Agreement.