Andrew W. Stern

Andy’s experience includes representation of:

• Fujifilm Holdings Corp. in obtaining the reversal of 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 $1 billion for breaching its obligations in connection with that transaction.
• Cigna Corp. and its senior officers and directors in obtaining the dismissal of shareholder class actions in the District of Connecticut, and affirmance of the dismissal in a precedential opinion of the Second Circuit Court of Appeals, in case 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).
• RoundPoint Mortgage Servicing Corp. and affiliates in connection with an expedited action in the Delaware Court of Chancery seeking specific performance of a merger agreement.
• Fidelity Brokerage Services and National Financial Services in 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
• Anixter International Inc. in defending against actions brought in the Delaware Court of Chancery and the U.S. District Courts of Delaware and the Southern District of New York in connection with the merger of Anixter and WESCO International, Inc.
• Texas Pacific Land Trust in litigation and negotiation of settlement a settlement with activist shareholders with respect to a proxy contest and claims of violations of the securities laws
• JP Morgan Securities and affiliates in obtaining a defense judgment after trial of a bankruptcy adversary proceeding brought by the Chapter 7 trustee of HomeBanc Corp. in connection with disputed repurchase transactions, and subsequent affirmance in a precedential opinion by the Third Circuit Court of Appeals. 2017 WL 2378918 (Del. Bkry. May 31, 2017); 945 F.3d 801 (3rd Cir. 2019).
• Duke Energy Corp. and its directors and officers in obtaining the 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 obtaining the dismissal of shareholder class actions, and affirmance in appeals establishing new standards 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 the 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 the 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 obtaining dismissal of putative class action brought by shareholders of La Quinta Holdings Inc. in connection with initial and secondary offerings of stock and subsequent affirmance by the Second Circuit Court of Appeals.
• 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 4 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 serves as a National Trustee, Secretary and Chair of the Governance Committee for the Crohn’s & Colitis Foundation, one of the country’s leading nonprofit organizations dedicated to medical research and patient and provider services.

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.