Andrew W. Stern

ANDREW STERN is a co-leader of the firm’s global Securities and Shareholder Litigation group. He focuses his practice on securities litigation and litigation relating to mergers and acquisitions, corporate governance issues, and contests for corporate control. These matters frequently involve allegations of violations of the federal securities laws and common-law fiduciary duties, breaches of merger agreements, as well as claims of market manipulation and antitrust violations. He has tried cases in state courts and the federal district and bankruptcy courts, as well as in arbitration forums in more than 10 states.

Andy’s securities litigation experience includes representation of issuers, investment banks, investment advisers, and individuals in class actions, derivative actions, and other litigation matters involving equity securities, mutual funds, mortgage and other debt securities, complex derivative securities, hedge funds, and limited partnership interests. In addition, he frequently represents broker-dealers and investment banks and their employees in disputes with customers and transaction counterparties. Andy also represents companies and directors involved in M&A transactions in litigation arising from the transactions, as well as in other disputes relating to corporate governance and contests for corporate control. He frequently counsels companies, boards of directors, and other individuals on corporate governance matters and litigation risk. He also has conducted internal and independent investigations on behalf of companies and independent directors. 

Recent M&A and governance-related matters include representation of:

• Leo Investments, an indirect subsidiary of a PRC public company, in litigation relating to its investment in a private fund invested exclusively in the common stock of SpaceX. The matter culminated in a three-day trial in the Delaware Court of Chancery; the decision is pending.
• Purple Innovation, Inc. and an independent special committee of its board of directors in expedited litigation in the Delaware Court of Chancery brought by the company’s largest stockholder in connection with takeover defenses and a proxy context.
• CytoDyn Inc. and its directors in obtaining a complete defense judgment after an expedited trial in the Delaware Court of Chancery in a case of first impression arising from the directors’ rejection of a nomination of potential directors for failure to provide information required by the company’s advance notice bylaw.
• Fujifilm Holdings Corp. in obtaining the appellate reversal of preliminary injunction orders previously entered in connection with a merger transaction with Xerox Corp., and successfully resolving a lawsuit against Xerox seeking more than US$1 billion for breaching its obligations in connection with that transaction.
• RoundPoint Mortgage Servicing Corp. and affiliates in an expedited trial in the Delaware Court of Chancery regarding its counterparty’s refusal to close a merger transaction. The matter resulted in the consummation of the transaction and subsequent monetary settlement.
• Chief financial officer of SolarWinds Corp. in obtaining the dismissal of shareholder derivative claims arising from a cyberattack perpetrated by Russian state actors.

Recent securities litigation engagements include representation of:

• Lucid Group in defending against a federal securities class action in the Northern District of California and related stockholder derivative actions in the Delaware Court of Chancery.
• National Financial Services (a Fidelity Investments affiliate) in obtaining a dismissal of securities fraud and manipulation claims relating to short-selling activity in the stock of Mullen Automotive, Inc.
• General counsel of Eastman Kodak Co. in obtaining the dismissal of federal securities class action and shareholder derivative claims arising from the company’s pursuit of a COVID-related government loan and granting of stock options. The dismissals subsequently were affirmed by the Second Circuit Court of Appeals.
• Santander Securities and its affiliates in obtaining the dismissal (and precedential First Circuit affirmance) of a putative class action brought in the District of Puerto Rico and arising from the Puerto Rico fiscal crisis.
• Cigna Corp. and its senior officers and directors in obtaining the dismissal, and a precedential Second Circuit affirmance thereof, of shareholder class actions alleging violations of the federal securities laws in connection with disclosures relating to Cigna’s Medicare business.
• Fidelity Brokerage Services and National Financial Services in obtaining the dismissal of a putative class action filed in the Circuit Court of Jackson County, Missouri and removed to the U.S. District Court for the Western District of Missouri.
• J.P. Morgan Securities and affiliates in obtaining a defense judgment after trial and subsequent affirmance in a precedential opinion by the Third Circuit Court of Appeals in an action relating to the termination of repurchase (repo) agreements and the valuation of mortgage-backed securities.
• Global financial institution in In re LIBOR-based Financial Instruments Litig., multidistrict litigation involving direct and putative class claims under, among other things, the Sherman Act, the Commodity Exchange Act, the federal securities laws, and RICO.

“Andy is great. We appreciate his dedication to our matters, the timeliness of his work product, and the excellence of his performance.”
Chambers USA 2022

Andy's strong leadership on behalf of his clients has earned him recognition in numerous industry publications. Andy has been recognized in Chambers USA from 2014 to 2025 in New York Litigation: Securities. Clients have stated that “Andy quickly gets up to speed and knows what needs to be done. He will take the lead on key arguments. He's someone who I have a lot of confidence in,” and “He is a wonderful advocate. He's sensible, practical, and will fight for his client” (2024). Benchmark Litigation has also consistently named Andy a “Litigation Star” (2015–2026). 

Andy is a senior editor of the Enhanced Scrutiny blog, where the Sidley team provides timely updates and thoughtful analysis on M&A and corporate governance matters from the Delaware courts and, on occasion, from other jurisdictions. Andy also is the co-author of the Securities Litigation chapter of Commercial Litigation in New York State Courts, the Fifth Edition, which was published in 2020 and is updated annually.

Andy’s experience includes representation of:

• Fujifilm Holdings Corp. in successfully appealing preliminary injunction orders previously entered in connection with a merger transaction with Xerox Corp., obtaining dismissal of all claims brought by Xerox’s largest shareholders, and prosecuting a lawsuit against Xerox seeking more than US$1 billion for breaching its obligations in connection with that transaction.
• Cigna Corp. and senior officers and directors in obtaining dismissal of shareholder class actions in the District of Connecticut alleging violations of the federal securities laws in connection with disclosures relating to Cigna’s Medicare business. 277 F. Supp. 3d 291 (2017); 918 F.3d 57 (2nd Cir. 2019)
• JP Morgan Chase-affiliated entities in successful defense at trial of a bankruptcy adversary proceeding brought by the Chapter 7 trustee of HomeBanc Corp. in connection with disputed repurchase transactions. (Trial decision, 2017 WL 2378918 (Del. Bkry. May 31, 2017))
• Duke Energy Corp. and its directors and officers in obtaining dismissal, and affirmance by the Supreme Court of Delaware, of fiduciary duty claims relating to the company’s management of coal ash disposal. 177 A.3d 47 (Del. 2017)
• The independent directors of Kenneth Cole Productions, Inc. in trial court and appeals establishing new standard under New York law for review of transactions with controlling stockholders. 27 N.Y. 3d 268 (2016)
• The Yucaipa Companies and its affiliates and senior officers in obtaining dismissal of class actions in the Delaware Court of Chancery alleging breaches of fiduciary duties in connection with the proposed merger of Morgans Hotel Group with SBE Entertainment Group.
• The independent directors of Rouse Properties in obtaining dismissal of class actions in the Delaware Court of Chancery alleging breaches of fiduciary duties in connection with Rouse’s acquisition by Brookfield Properties. 2018 WL 1226015 (Del. Ch. Mar. 9, 2018)
• BW Group Limited in defeating motions for a preliminary injunction in New York and the High Court of the Republic of the Marshall Islands relating to BW’s transaction with DHT Holdings and successful defense of BW’s right to acquire up to 45% of DHT.
• Global financial institution in In re Foreign Exchange Benchmark Rates Antitrust Litigation, a putative class action alleging violations of the Sherman Act, the Commodity Exchange Act and various state laws in connection with an alleged conspiracy to manipulate and fix prices in the currency markets.
• Global financial institution in In re LIBOR-based Financial Instruments Litig., multidistrict litigation involving direct and putative class claims under, among other things, the Sherman Act, the Commodity Exchange Act, the federal securities laws and RICO. (Motions to dismiss granted in substantial part. 935 F. Supp. 2d 666 (S.D.N.Y. 2013); 2013 WL 4504769 (Aug. 23, 2013); 27 F. Supp. 3d 447 (S.D.N.Y. 2014); 2015 WWL 6243526 (Oct. 20, 2015); and 2015 WL 6696407 (Nov. 3, 2015))
• JPMorgan Securities and Morgan Stanley & Co. in class action brought by shareholders of La Quinta Holdings Inc. in connection with initial and secondary offerings of stock.
• A subsidiary of AIG in litigation challenging the enforceability of arbitration agreements, culminating in a unanimous decision of the New York Court of Appeals reversing the decision of the intermediate appellate court. 26 N.Y.3d 659 (2016)
• Starwood Capital Group and senior officers in defeating an attempt to enjoin the stockholder vote relating to the merger of Starwood Waypoint Residential Trust and Colony American Homes and the internalization of the company’s manager.
• Merrill Lynch and affiliates in a putative class action alleging violations of ERISA and the Sherman Act arising from retirement plan services provided to a global law firm. (Motion to dismiss granted, 181 F. Supp. 223 (S.D.N.Y. 2016)) 
• Siris Capital Group and affiliates in class actions in the state and federal courts of Massachusetts alleging violations of federal proxy laws and fiduciary duties in connection with the acquisition of Xura Corp.
• JPMorgan Chase & Co. and affiliated entities in putative class actions and actions brought throughout the country by institutional investors and the Federal Deposit Insurance Corp. (FDIC) in connection with offerings of residential mortgage-backed securities.
• Big four accounting firm in putative class action alleging violations of the Securities Exchange Act of 1934 arising from the failure of a bank. (Motion to dismiss granted, appeal dismissed, D. Neb. and 8th Cir., 2014)
• Magna International Inc. and its officers in a putative class action alleging violations of the Securities Exchange Act of 1934. (Motion to dismiss granted. 2013 WL 4505256 (S.D.N.Y. Aug. 23, 2013))
• Merrill Lynch & Co. in securities fraud action brought by institutional investor in auction-rate securities issued by a CDO. (Motion to dismiss granted, 2012 U.S. Dist. LEXIS 19879 (S.D.N.Y. Feb. 15, 2012), affirmed by Second Circuit, 571 Fed. Appx. 8 (2nd Cir. 2014))
• SMART Technologies Inc. and its officers and directors in cross-border (U.S. and Canada) putative class actions alleging violations of the securities laws arising from the company’s initial public offering. (Motions to dismiss granted in part, 2012 WL 1131935 (S.D.N.Y. Apr. 3, 2012) and 2012 WL 3589655 (Aug. 21, 2012) and Class Certification modified and narrowed, 2013 WL 139559 (Jan. 11, 2013)) 
• Leading issuer of insurance policies in arbitration proceedings relating to claimed breaches of reps and warranties in M&A agreements Principal Management Corp. and Principal Funds Distributor, Inc. in an action alleging violations of Section 36(b) of the Investment Company Act of 1940 in connection with two “funds of funds.” 
• CNO Financial, Inc. and its officers and directors in putative class action alleging violations of the Securities Exchange Act of 1934. (Motion to dismiss granted, 2011 WL 1198712 (S.D.N.Y. Mar. 30, 2011))  
• Merrill Lynch & Co. and UBS in putative class action alleging violations of the Securities Act of 1933 in connection with their role as underwriters of the initial public offering of Giant Interactive, Inc. 
• Deutsche Bank affiliates and individuals in putative class action alleging violations of the Securities Exchange Act of 1934 in connection with closed-end investment funds. (Motion to dismiss granted, 738 F. Supp. 2d 432 (S.D.N.Y. 2010)) 
• Eli Lilly and Company in putative class action brought by shareholder of ImClone seeking to enjoin the merger of Eli Lilly and ImClone. (Motion for expedited discovery denied; case thereafter dismissed voluntarily) 
• Director-defendants in shareholder derivative action brought in the Delaware Court of Chancery by shareholders of Emerson Radio Corp. 
• AIG/Chartis and affiliated entities in numerous court cases and arbitration proceedings arising from disputes concerning insurance contracts.
• Wells Fargo Bank in lawsuit relating to interest rate swap agreements.
• Citigroup affiliates in connection with putative class action alleging securities fraud and other claims related to the defendants’ practices with respect to money market mutual funds and brokerage accounts. (Motion to dismiss granted) 
• Deutsche Bank affiliates in putative class action alleging breach of fiduciary duty by the portfolio manager of an investment trust. (Motion to dismiss granted, affirmed by Second Circuit, 2006 WL 800956 (S.D.N.Y. Mar. 29, 2006), aff’d, 2007 WL 1748468 (2nd Cir. 2007)) 
• Nine investment banks in putative class action complaint, and related bankruptcy proceedings, alleging violation of the securities laws in connection with offerings by Delphi Corp. 
• Four investment banks in connection with putative class action complaint alleging violation of the securities laws in connection with a secondary equity offering by Openwave Corp. (Motion to dismiss granted, 528 F. Supp. 2d 236 (S.D.N.Y. 2007)) 
• Citigroup affiliates in a “mass action” alleging securities fraud and common law claims in connection with the plaintiffs’ investments in SmartServ Online, Inc. (Motion for summary judgment granted, affirmed by Seventh Circuit, 2005 WL 2659102, aff’d, 482 F.3d 991 (7th Cir. 2007)) 
• Merrill Lynch in an action brought by the litigation trust created in the bankruptcy of David Askin-managed hedge funds, including obtaining judgment for the defendant on all claims in a jury trial in the Southern District of New York.
• Several broker-dealers and individuals in connection with FINRA securities arbitration proceedings, including more than 15 successful defenses at trial.

Andy is a member of the Association of the Bar of the City of New York and the Securities Industry and Financial Markets Association’s Compliance & Legal Division. Andy serves as a national trustee for the Crohn’s & Colitis Foundation, one of the country’s leading nonprofit organizations dedicated to medical research and patient and provider services.