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Andrew Todres, a partner in the firm’s litigation and enforcement group, represents leading financial firms, public and private companies, and other sophisticated clients in high-stakes and sensitive matters. Andrew has significant experience handling high-profile, bet-the-company cases, including challenges to business-critical transactions and claims alleging serious wrongdoing. He regularly litigates M&A and other deal-related disputes, contract and joint venture disputes, business tort claims, securities class actions, and enforcement proceedings. A portion of Andrew’s practice is also devoted to representing and counseling real estate investors, lenders, and owners in contentious matters arising out of real estate transactions.
Clients regard Andrew as a tireless advocate who is easy to work with and solutions-oriented. He advises on all phases of litigation, including strategies for avoiding disputes before they arise.
Andrew also maintains an active pro bono practice and has served as pro bono counsel in multiple high-profile cases involving disputed issues of constitutional law.
Experience
Representative Commercial and Securities Litigation Matters
- Helped lead team that successfully prosecuted and defended multiple litigations on behalf of the Nippon Steel Corporation to secure its historic, $14.9 billion acquisition of U. S. Steel. Following a CFIUS review and subsequent Executive Order by the President of the United States blocking the transaction on purported national security grounds, the litigation team initiated novel constitutional claims against the U.S. Government in the D.C. Circuit, which led to the first-ever reversal of a blocked transaction in connection with a CFIUS review. Andrew also managed four other litigation matters arising from the deal, including the prosecution of an expedited litigation seeking injunctive relief against a U.S. Steel competitor and the defense of a consumer antitrust lawsuit against Nippon Steel, in which the litigation team successfully opposed an emergency motion for a temporary restraining order seeking to block the deal.
- Defeated a motion for a preliminary injunction and emergency appeal filed in New York Supreme Court, seeking to block the proposed sale of publicly-traded client Sculptor Capital Management to Rithm Capital. The lawsuit was brought by four former executive managing directors of Sculptor at the conclusion of an 18-month-long, highly contentious sales process and claimed that those former Sculptor employees had a contractual consent right over the sale of the company. The suit was litigated on an expedited basis; the New York Supreme Court rejected all elements of the injunctive relief that was sought, and the sale was able to close as planned.
- Secured an arbitration award exceeding $300 million for a Goldman Sachs affiliate in a shareholder dispute involving one of the largest private telecommunications businesses in Latin America, following years of litigation and a week-long hearing. Obtained district court confirmation of that award and numerous other victories in proceedings in the Southern District of New York and Second Circuit related to the arbitration.
- Obtained complete dismissal of a qui tam action against client Morgan Stanley that had been brought in Florida state court in connection with two synthetic fixed-rate transactions with a notional value of $1 billion entered into in 2003 and 2005 by the Central Florida Expressway Authority.
- Represented private investment company in lawsuit brought in New York State court arising out of a transaction relating to Lehman bankruptcy claims. Lawsuit was dismissed prior to substantial document discovery.
- Represented TPG Capital, L.P. in shareholder litigation in federal court arising out of the take-private acquisition of Life Time Fitness, Inc. Claims against TPG were dismissed prior to discovery.
- Represented Invesco in connection with breach of contract action filed in federal court in the Southern District of New York, alleging that the firm breached a sale and purchase agreement by intentionally undermining the performance of certain exchange-traded funds (ETFs), thereby reducing the potential performance-based earn out payments under the agreement.
- Represented leading international and U.S. medical institutions in connection with a breach of contract lawsuit filed in New York state court relating to the operation of a transnational medical education program. Core claims in lawsuit were dismissed prior to document discovery, and dismissal was affirmed on appeal. Int'l Pathways Inc. v. Univ. of Queensland, et al., 193 A.D.3d 459, 460, 141 N.Y.S.3d 709 (2021).
- Represented biopharmaceutical company in arbitration before the American Arbitration Association in connection with claims relating to the unauthorized disclosure of confidential information.
- Represented private equity firm in cross-border litigation concerning a foreign transaction, including the defense of a petition in the Southern District of New York under 28 U.S.C. 1782 that sought discovery in aid of a foreign proceeding.
Representative Real Estate Litigation Matters
- Represented Deutsche Bank affiliate in lawsuit brought in New York state court by former developers of a luxury condominium project in downtown Manhattan, who alleged that lender improperly acquired developers’ equity interest through a mezzanine foreclosure. Lawsuit was dismissed prior to substantial document discovery, and dismissal was affirmed on appeal. See 87 Mezz Member LLC v. German Am. Capital Corp., 162 A.D.3d 524, 81 N.Y.S.3d 1 (1st Dep’t 2018).
- Successfully opposed motion for a temporary restraining order brought in Delaware Court of Chancery seeking to block client’s purchase of interests in a luxury hotel and villa development project on the French island of Saint Barthelemy. Following sale, obtained stay of lawsuit in favor of an earlier-filed foreign proceeding under Delaware’s McWane doctrine, after briefing and Andrew’s oral argument.
- Represented owners of real estate investment firm in connection with a partnership dispute filed in New York state court related to the LEGOLAND theme park and resort in Goshen, New York.
- Represented real estate lender in landmark, multibillion-dollar civil forfeiture action.
Representative Enforcement Matters
- Represented private equity firm in connection with SEC investigation related to portfolio company valuations.
- Represented global investment bank in connection with FINRA investigation into alleged failures to comply with SEC record retention rules.
- Represented private equity firm in connection with SEC investigation related to the use of operating partners.
- Represented global investment bank in connection with investigation by the NYSE into alleged violations of regulatory requirements relating to the surveillance of electronic communications.
- Represented private equity firm in connection with SEC investigation related to fund disclosures.
Representative Pro Bono Matters
- Wollschlaeger v. Governor of Florida: Part of appellate litigation team that successfully represented national medical organizations and Florida physicians before the 11th Circuit, sitting en banc, in widely followed First Amendment challenge to Florida law that prevented doctors from speaking freely with patients about gun safety. See 848 F.3d 1293 (11th Cir. 2017).
- Texas v. United States: Part of litigation team involved in defending the legality of the Deferred Action for Childhood Arrivals (DACA) program