ANDY STERN, a co-leader of the firm’s 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.
Recent M&A-related matters include representation of:
- 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 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 $1 billion for breaching its obligations in connection with that transaction
- RoundPoint Mortgage Servicing Corp. and affiliates in litigation in the Delaware Court of Chancery regarding its counterparty’s claim that it was not required to close a merger transaction
- The independent directors of Kenneth Cole Productions in the successful defense, including at the New York Court of Appeals, of class actions alleging breaches of fiduciary duties under New York law, arising from the transaction in which the company was taken private
- BW Group Limited in defeating motions for a preliminary injunction in New York and in the High Court of the Republic of the Marshall Islands relating to BW’s transaction with DHT Holdings and successfully defending BW’s right to acquire up to 45% of DHT
- The Yucaipa Companies and its affiliates and senior officers in obtaining the dismissal of a putative class action in the Delaware Court of Chancery alleging breaches of fiduciary duties in connection with the merger of Morgans Hotel Group with SBE Entertainment Group
- The independent directors of Rouse Properties in obtaining the dismissal of a putative class action in the Delaware Court of Chancery alleging breaches of fiduciary duties in connection with Rouse’s acquisition by Brookfield Properties
Recent securities litigation engagements include representation of:
- Santander Securities and its affiliates in obtaining the dismissal 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
- 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
- HomeStreet, Inc. in defeating a motion for preliminary injunction seeking to set aside the company’s advance notice bylaws in connection with an attempted proxy contest
- 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
- Duke Energy Corp. and its directors and officers in obtaining the dismissal, including at the Supreme Court of Delaware, of fiduciary duty claims relating to the company’s management of coal ash disposal
Such leadership on behalf of his clients has not gone unnoticed. Andy has been recognized in Chambers USA from 2014 to 2021 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.” Benchmark Litigation has recognized Andy as a New York Local Litigation Star (2013 – 2020) and peers mentioned that Andy’s high-profile class action litigation appointments have led to him “making a name for himself” in that arena.
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 disputes areas, including ERISA class action claims and disputes relating to insurance and reinsurance matters.