Andrew J. Rossman is a managing partner of Quinn Emanuel’s New York office and Chair of M&A Litigation. Andrew is a go-to lead trial lawyer for complex commercial litigation involving mergers and acquisitions, contests for control, securities and shareholder claims, corporate governance, derivatives, bankruptcy, energy, partnerships, real estate and international matters. Mr. Rossman has recovered well over $6 billion in settlements and judgments for private equity firms and their portfolio companies, hedge funds, public companies, officers and directors, boards and creditors’ committees in high-profile disputes in courts and arbitral tribunals across the country and abroad.
Recently, Mr. Rossman represented Tesla in the “420” case, winning a complete defense verdict in a rare federal securities class action trial where plaintiffs claimed billions in damages. Mr. Rossman has been at the forefront of “busted deal” cases in Delaware Chancery Court, winning both of the two landmark cases that went to trial in the Covid era, AB Stable v. MAPS Hotels, where he represented the buyer, and Snow Phipps vs. KCAKE Acquisition, where he represented the seller. He successfully guided many other clients through Covid-related disputes, including obtaining a multi-hundred million dollar discount for buyer Advent International in Forescout Technologies. He also represented Elon Musk in connection with his acquisition of Twitter. Mr. Rossman has represented KKR in multiple matters including securities litigation arising out of the Sun Edison bankruptcy, Lehman Brothers International Europe in a derivatives dispute with Assured Guaranty, Standard Industries and certain affiliates in a litigation with Ashland over the sale of a multibillion dollar chemical company for which he recently won an appeal before the Delaware Supreme Court.
Previously, Mr. Rossman served as lead counsel for the Lehman Brothers Creditors’ Committee in multibillion lawsuits against JPMorgan, Citibank, and Credit Suisse, including a four month trial against Citibank culminating in a $1.74 billion settlement; was trial counsel for Access Industries, defeating multibillion dollar fraudulent conveyance claims arising out of the LyondellBasell bankruptcy; was lead trial counsel for First Reserve, defeating multibillion dollar breach of fiduciary duty claims arising out of the Sabine bankruptcy; successfully represented Bloomberg in a licensing dispute with UBS; was lead counsel for MHR Fund Management, defeating Carl Icahn in New York and Canada over his hostile takeover attempt of Lions Gate Entertainment; won the pivotal trial in the Refco bankruptcy as lead counsel for its largest creditor, VR Capital; was lead counsel for Chris Burch, successfully resolving a highly publicized dispute over the Tory Burch company; represented New York State Assembly Speaker Carl Heastie defending the constitutionality of a New York statute creating a commission on prosecutorial conduct; and argued and won a unanimous decision in the United States Supreme Court for the New York Democratic Party in a case challenging New York’s judicial nomination process.
In their 2023 rankings, Lawdragon listed Mr. Rossman as one of the 500 Leading Lawyers in America, and Benchmark Litigation listed Mr. Rossman as a Litigation Star and National Practice Area Star. According to Chambers, “Andrew is a consummate stand up trial advocate, with extraordinarily good financial expertise on top.” Mr. Rossman was profiled by the American Lawyer for his victories in the AB Stable and Snow Phipps cases: “Meet the Quinn Emanuel Partner Who’s Been on Either Side of Pair of Major COVID-Era Delaware Chancery Merger Decisions,” The AmLaw Litigation Daily, May 4, 2021 (“No Matter if you’re a buyer attempting to walk away from a deal or a seller trying to force a buyer to make good on an offer, it’s a good idea to get Andrew Rossman of Quinn Emanuel Urquhart & Sullivan on your side.”) He is a three time winner of “Litigator of the Week” by The AmLaw Litigation Daily: in February 2023 for the jury trial victory in In re Tesla Securities Litigation in the Northern District of California, in December 2020 for the Delaware Chancery Court trial victory in AB Stable v. MAPS; and in October 2017 for the $1.74 billion Citigroup settlement with Lehman Brothers following a four month trial in the Southern District of New York Bankruptcy Court. In January 2018 he was part of the team awarded “Trial Group of the Year” by Law360.
- Won defense verdict in In re Tesla Securities Litigation, following three week jury trial in Northern District of California defeating 10b-5 claims by shareholder plaintiffs seeking billions of dollars in damages.
- Won bench trial victory in Delaware Chancery Court in AB Stable v. MAPS, finding that buyer Mirae was not obligated to close $5.8 billion purchase of luxury hotel business, establishing the leading precedent in Delaware on the ordinary course covenant. Affirmed on appeal by Delaware Supreme Court.
- Won bench trial victory in Delaware Chancery Court in KCake v. Snow Phipps, ordering specific performance compelling private equity buyer Kohlberg & Co. to close $600 million purchase of cake decorating business from private equity seller Snow Phipps, establishing leading precedent on the prevention doctrine.
- Lead counsel to Official Creditors Committee of Lehman Brothers Holdings, Inc. in litigating objections to claims by Citibank and affiliates related to the close-out and valuation of nearly 30,000 derivatives following Lehman’s bankruptcy in September 2008 under the ISDA Master Agreement. After five years of fact and expert discovery, multiple summary judgment and other pre-trial motions, and 42 days of trial the parties reached a settlement returning $1.74 billion to Lehman’s creditors.
- Trial counsel for Access Industries defending multi-billion fraudulent conveyance and preference claims arising out of the leveraged buyout of LyondellBasell. Following a three week trial, the bankruptcy court rejected essentially all of the litigation trustee’s claims, issuing a comprehensive opinion making credibility findings in favor of Access’ experts and against the trustee’s.
- Won two week trial in Bankruptcy Court for the Southern District of New York as lead counsel for private equity sponsor First Reserve, defeating multi-billion dollar breach of fiduciary duty and related claims by the Creditors Committee arising from the merger of Sabine Oil & Gas with Forest Oil Corporation and the bankruptcy of the combined entity following the global collapse in oil prices.
- Lead trial counsel for KKR against Atlas Residential, defeating all claims at trial and appeal relating to purchase of $300 million portfolio of multifamily properties, establishing leading precedent in New York on UCC foreclosure auctions.
- Won CPR arbitration for MHR Capital against former senior employee, achieving a multimillion dollar award and a determination that the employee acted as a faithless servant.
- Represented Sixth Street and Golub Capital in expedited litigation and arbitration in New York and Delaware arising from combination of Neuberger Berman’s Dyal Capital business with Owl Rock.
- Represented Lehman Brothers Holdings Inc. and the Official Committee of Unsecured Creditors of Lehman Brothers Holdings Inc. in objections to claims by JPMorgan Chase Bank, N.A. and certain of its affiliates against LBHI, including an objection challenging the commercial reasonableness of the largest disposition of securities collateral we are aware of ever having taken place, resulting in a settlement through which JPMorgan agreed to pay LBHI $797.5 million.
- Represented the Official Committee of Unsecured Creditors of Lehman Brothers Holdings Inc. in litigation against JPMorgan Chase Bank, N.A. concerning collateral JPMorgan obtained from Lehman pre-petition and the close out of derivatives transactions between the two institutions post-petition, resulting in a settlement that included a cash payment by JPMorgan to the Lehman estate of over $1.4 billion.
- Served as lead counsel for the Lehman estate and the creditors committee in a billion dollar dispute with Credit Suisse related to the closeout and valuation of tens of thousand of derivative trades. Successfully achieved settlement providing substantial recovery to the estate.
- Won $70 million arbitration award as lead counsel for Occidental Petroleum in dispute against SandRidge Energy arising out of gas treatment plant and related long term contracts. Also succeeded in dismissing SandRidge’s related claims in Federal Court for the credits arising out of the same contacts.
- Currently serving as lead counsel for affiliates of the Heyman family in parallel actions pending in Delaware and New Jersey adverse to Ashland, Inc. arising out of the $3.2 billion sale of chemical manufacturer International Specialty Products, Inc. and resulting responsibility for environmental liabilities related to historical operations.
- Represented Elliott Management in shareholder class action arising from a going private transaction for Metrologic. After being retained specifically for trial, achieved a court-approved settlement of all claims.
- Advised the board and top management of a financial technology company in all pending disputes, including regulatory inquiries and shareholder litigation. Retained to conduct arbitration against former executive, achieved a settlement on the eve of the hearing.
- Successfully defended leading roofing and building materials manufacturer Building Materials Corporation of America (d/b/a GAF) in nationwide consumer class actions relating to allegedly defective decking products. Won MDL motion to consolidate all claims in D.N.J. and drove court-approved settlement.
- Won temporary restraining order for Giorgio Armani Corporation against real estate developer SL Green over Armani’s flagship Madison Avenue retail store, leading to settlement allowing Armani to remain in the store long term.
- Successfully represented MetroPCS Wireless, Inc. in a FINRA arbitration against Merrill Lynch. MetroPCS brought fraud and related claims arising out of Merrill’s sale of over $100 million of auction rate securities comprised of certain tranches of collateralized debt obligations, ultimately achieving a settlement on favorable terms prior to the hearing.
- Successfully represented VeriSign, Inc. in a suit brought by a leading securities class-action plaintiffs’ firm alleging violations of Section 10(b) and 20(a) of the Exchange Act, and Rule 10b-5, ultimately persuading plaintiff to abandon the case and voluntarily dismiss its claims with prejudice.
- Represented Sabine Oil & Gas and affiliates in connection with shareholder class action pending in New York Supreme Court arising out of publicly announced transaction with Forest Oil.
- Represented Chairman of Leap Wireless in shareholder class action in San Diego Superior Court arising out of publicly announced acquisition by AT&T, which settled on favorable terms.
- Successfully represented J. Christopher Burch and C. Wonder in Delaware Chancery Court action against Tory Burch and the directors of Tory Burch LLC asserting breach of fiduciary duty claims. Achieved a highly favorable settlement after winning motion for expedited proceedings, enabling Mr. Burch to consummate a sale of his interests in this multi-billion dollar fashion brand.
- Lead trial counsel for MHR Capital Management in its successful defense against Carl Icahn’s hostile takeover bid for Lions Gate Entertainment Corp. Won trial in British Columbia defeating Icahn’s shareholder oppression claim (later affirmed on appeal) and won a preliminary injunction hearing in New York defeating his request to enjoin the voting of MHR’s shares.
- Lead counsel for Pitney Bowes Inc. in defense of Rule 10b-5 securities class action lawsuits pending in the District of Connecticut. Won motion to dismiss all with prejudice.
- Special counsel to G-I Holdings (f/k/a GAF) in estimation litigation to value hundreds of thousands of asbestos lawsuits. Tried and won contested confirmation hearing, defeating the objection of the United States Government, and allowing the nation’s largest roofing manufacturer to emerge from chapter 11 free of asbestos liability. (Bankr. D.N.J.)
- Tried four-week FINRA arbitration hearing against a leading broker dealer challenging the method of terminating and valuing a swap transaction under the 1992 ISDA Master Agreement, resulting in a successful settlement mid-hearing.
- Lead counsel for major Indian IT firm, Satyam Computer Services Limited, in fraud and breach of contract suit brought by former customer, Upaid Systems, Ltd. (E.D. Tex.), coordinating parallel proceedings in London and ultimately achieving a global settlement. Won summary judgment in New York Supreme Court enforcing settlement agreement and declaring Upaid responsible for tax liability.
- Counsel for court-appointed Examiner in Dynegy Chapter 11.
- Counsel for VR Capital in successful lawsuit brought in New York Supreme Court alleging fraud against Troika Dialog arising from failed Russian financing company. Argued and won First Department appeal on personal jurisdiction and forum non conveniens.
- Argued before the United States Supreme Court for the Manhattan Democratic Party in Lopez Torres v. New York State Board of Elections and won a unanimous decision establishing the constitutionality of New York’s convention system for electing state Supreme Court justices. The New York Law Journal profiled the case as one of the Top Cases of 2004.
- Won multi-million dollar jury verdict in hedge fund partnership dispute in New York Supreme Court. (Sup. Ct. NY Cty.)
- Trial victory on behalf of international fund manager in $800 million dispute with failed brokerage firm Refco, Inc. (Bankr. S.D.N.Y.)
- Trial victory for the Official Creditors’ Committee of Loral Space and Communications in dispute over enterprise valuation of leading global satellite business. (Bankr. S.D.N.Y.)
- Arbitration victory on behalf of major global pharmaceutical manufacturer in $120 million joint venture dispute. (CPR arbitration)
- Won motion to dismiss in federal securities lawsuit against Vimpel Communications. (S.D.N.Y.)
- Won motion to dismiss in federal securities lawsuit against Great Wolf Resorts, a family resort chain. (S.D.N.Y.)
- Successfully defended Lukoil in tender offer litigation arising from its acquisition of Getty Petroleum, winning dismissal of lawsuit brought by rival bidder. (Sup. Ct. NY Cty.).
- Successfully defended Vermont Teddy Bear, Inc. in shareholder lawsuits arising from going private transaction. (Sup. Ct. Nassau Cty.)
- Successfully defended Metals USA in shareholder litigation arising from going private transaction. (DE Chancery Ct.)
- Represented Apollo Advisors in securities and shareholder litigation and bankruptcy proceedings, including Samsonite, Healthco, United Rentals, Rare Medium and Linens ‘n Things.
- Defended Integrated Resources limited partnerships and principals in state and federal securities litigation.
- Litigation counsel to Official Creditors’ Committee of Solutia, Inc. (Bankr. S.D.N.Y.)
- Lead counsel for public biotech company in six-day arbitration hearing against terminated CEO. (AAA)
- Lead counsel for a major Argentine natural gas supplier in multi-hundred million dollar force majeure dispute with Chilean buyer on long-term supply contracts. (ICC arbitration)
- Successfully defended senior manager of PWC in SEC investigation and enforcement litigation arising out of bankruptcy of Allegheny Health Education and Research Foundation. (E.D.Pa.)
- Delaware Practice
- Lender Liability & Other Banking Financial Institution Litigation
- Bankruptcy & Restructuring
- Class Action Litigation
- Domestic U.S. Arbitration
- Investment Fund Litigation
- Securities Litigation
- Structured Finance & Derivatives Litigation
- Transnational Litigation
- Mergers & Acquisitions Litigation
- Distressed Investment Litigation
- Hedge Fund Litigation
- Private Equity Fund Litigation
- Investment Advisor & Asset Manager Litigation
- Shareholder Activist Litigation
- Corporate Governance Litigation
- Harvard Law School
- Princeton University, Woodrow Wilson School of Public
and International Affairs
(A.B., cum laude, 1989)
- The State Bar of New York
- United States Supreme Court
- United States Courts of Appeals:
- Second Circuit
- Third Circuit
- Sixth Circuit
- United States District Court:
- Southern District of New York
- Eastern District of New York
- Akin Gump Strauss Hauer & Feld LLP:
- Partner, Co-Head of Litigation
- Three time winner of “Litigator of the Week” by The American Lawyer Litigation Daily (2017, 2020, 2023)
- Ranked in New York General Commercial Litigation, Chambers USA 2014, 2021 and 2022
- Named one of the 500 Leading Lawyers in American by Lawdragon 2023
- Named a “National Practice Area Star” and “Local Litigation Star” by Benchmark Litigation 2022
- Named a New York “Super Lawyer” by SuperLawyers Magazine from 2007-2012, 2018-20, 2022
- Mentioned in The American Lawyer’s Litigation Department of the Year 2008
- Interview, "Litigators of the Week: Defense Verdict Secured By Quinn Emanuel in Multibillion Securities Trial Over Musk’s Go-Private Tweets” The American Lawyer Litigation Daily (February 10, 2023)
- “Shift to Remote Civil Litigation Amid the Coronavirus Outbreak” (April 20, 2020)
- "Questions for Borrowers and Lenders Amid Coronavirus Outbreak" (April 2, 2020)
- “'Reasonable Measures' To Protect Trade Secrets At Risk With Employees Working-From-Home Amid Covid-19 Crisis" (April 2, 2020)
- "US Outlook: Top Questions About Commercial Leases & Rent Obligations Amid Coronavirus Outbreak" (March 31, 2020)
- "US Outlook: Top Questions About Margin Calls" (March 31, 2020)
- "Questions Clients Are Asking About The Families First Coronavirus Response Act" (March 30, 2020)
- "US Outlook: Legal Limits on Hedge Fund Redemption Gates and Suspensions" (March 26, 2020)
- "US Outlook: Top Questions About Civil Litigation Amid Coronavirus Outbreak" (March 24, 2020)
- "US Outlook: Top Privacy Questions For Businesses Amid New Coronavirus Outbreak" (March 19, 2020)
- "US Outlook: Novel Legal Challenges from the New Coronavirus" (March 11, 2020)
- "What I Learned As Lehman's Bankruptcy Lawyer" Law360 (September 20, 2018)
- "Range of Cases Continues to Test the Boundaries of New York Law,” The New York Law Journal (September 2, 2008)
- "Adapting the Law to Modern Times,” The New York Law Journal (September 10, 2007)
- "Decisions Highlight Extraterritorial Reach of New York Courts," The New York Law Journal (September 11, 2006)
- "Scienter and Summary Judgment," The New York Law Journal (December 19, 2005)
- Co-author, "Recent Lawsuits Against Mutual Funds, Investment Advisors and Related Parties Allege Failure to File Proofs of Claims in Securities Class Action Settlements," The Metropolitan Corporate Counsel (March 2005)
- Co-author, "Increased Risk of Personal Liability for Outside Directors," Directors Monthly (July 2004)
- Co-author, "Circuits Divide on the New Pleading Standard for Scienter Under the Securities Reform Act," Andrews Corporate Officers & Directors Liability Litigation Reporter (July 26, 1999)
- Co-author, "Choosing Lead Plaintiffs Under the Private Securities Litigation Reform Act: Who Shall Lead?" Securities Regulation Law Journal (Summer 1999)