ANDREW STERN, a co-leader of the firm’s global Securities and Shareholder Litigation team, focuses his practice on securities litigation and litigation relating to mergers and acquisitions, corporate governance issues, and proxy contests. 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 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.
Recent M&A and governance-related matters include representation of:
- 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.
- Chief financial officer of SolarWinds Corp. in obtaining the dismissal of shareholder derivative claims arising from a cyberattack perpetrated by Russian state actors.
- 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 expediated trial in the Delaware Court of Chancery regarding its counterparty’s refusal to close a merger transaction.
Recent securities litigation engagements include representation of:
- National Financial Services (a Fidelity Investments affiliate) in defending against 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.
- 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.
Such leadership on behalf of his clients has not gone unnoticed. Andy has been recognized in Chambers USA from 2014 to 2023 in Litigation: Securities where interviewees have stated that “he is incredibly strategic, extraordinarily knowledgeable in class actions and delivers excellent client service,” adding “his advice is always spot on.” Chambers USA 2022, clients have stated that “Andy is great,” and highlighted his “dedication to our matters, the timeliness of the work product, and the excellence of his performance.” Benchmark Litigation also has named Andy a “Litigation Star” (2015–2024).
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 proxy contests. 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.
Andy has extensive experience in a variety of other commercial litigation and dispute areas, including ERISA class action claims and disputes relating to insurance and reinsurance matters.
Andy also serves as a national trustee and Secretary of the Crohn’s & Colitis Foundation.