Samuel P. Groner
is a litigation partner resident in Fried Frank's New York office.
Mr. Groner represents financial institutions and corporations at both the trial and appellate levels in cases involving a broad array of corporate disputes, with an emphasis on securities and shareholder litigation. In the securities arena, Mr. Groner has defended numerous high-profile corporations in the banking, apparel, and pharmaceuticals sectors. He has also represented individuals and entities in connection with United States Attorney's Office and SEC investigations, including insider trading investigations.
Among Mr. Groner's recent notable representations are:
- Defense of Aerie Pharmaceuticals, Inc. and certain of its officers and directors in federal securities litigation filed in the US District Court for the District of New Jersey arising out of a drop in the company's share price. The court granted our motion to dismiss and dismissed the complaint with prejudice. See Kelley v. Aerie Pharmaceuticals, Inc., 2016 WL 3437603 (D.N.J. June 20, 2016).
- Defense of the Special Committee of IAC/InterActiveCorp in connection with shareholder litigation in the Delaware Court of Chancery following the company's announcement proposing to create a class of non-voting common stock.
- Defense of Unicredit S.p.A, Pioneer Investment Management USA Inc., and Vanderbilt Capital Advisors, LLC in a treble damages state law securities fraud/qui tam lawsuit, as well as a separate derivative litigation, brought on behalf of a state pension fund to recover investment losses in the wake of the collapse of the market for structured products.
- Defense of the Board of Directors of Morgans Hotel Group in connection with shareholder litigation in the Delaware Court of Chancery following the announcement of the proposed sale of the company.
- Defense of the underwriters in a securities class action lawsuit arising out of the initial public offering of General Motors Company. The Second Circuit affirmed the district court's decision to grant the defendants' motions to dismiss in their entirety and dismiss the complaint with prejudice. See Scott v. General Motors Co., 2014 WL 4547837 (S.D.N.Y. Sept. 15, 2014), aff'd 605 Fed. Appx. 52 (2d Cir. 2015).
- Defense of the Board of Directors and Special Committee of Under Armour, Inc. in four shareholder lawsuits filed in Maryland state court following the company's announcement of a new corporate structure, including a plan to issue a new class of shares.
- Defense of an investment bank in litigations brought by and on behalf of a state pension fund claiming losses resulting from "pay to play" political corruption by state officials and the bank's minority ownership of a company whose founding partners allegedly paid kickbacks for investment referrals.
- Defense of an investment bank against aiding and abetting breach of fiduciary duty claims in connection with shareholder litigation in the Delaware Court of Chancery arising from the bank's role as a financial advisor to the seller in connection with an acquisition.
- Defense of the Board of Directors of a major global financial institution in shareholder litigation arising out of allegations of LIBOR manipulation.
- Defense of a market research firm and its Board of Directors in consolidated shareholder litigation alleging that the directors breached their fiduciary duties in connection with the sale of the company.
Mr. Groner also regularly represents clients in commercial disputes. These have included:
- Representation of a biotechnology and healthcare company in a lawsuit against a packaging company and its publicly-traded parent company alleging that the defendants breached their obligations under a non-disclosure agreement and misappropriated our clients' trade secrets. Successfully defeated a motion to dismiss the complaint.
- Defense of an airline in breach of contract and fraud litigations in which the plaintiff alleged that the airline failed to pay it a commission on warranty claims submitted to several airplane manufacturers. The court granted the defendant's motions to dismiss in multiple forums. See Giro, Inc. v. Malaysian Airline Sys. Berhad, No. 10 civ. 5550, 2011 WL 2183171 (S.D.N.Y June 3, 2011); Giro - Warranty House Int'l, Inc. v. Malaysian Airline Sys. Berhad, No. 11-CV-501 (N.D. Okla. Sept 5, 2012).
- Defense of one of North America's largest commercial real estate companies in a lawsuit by a tenant alleging that our client breached the terms of its lease and tortiously interfered with certain agreements between the tenant and third parties.
- Representation of a company in a dispute arising out of an employee's violation of non-competition and non-solicitation covenants in his employment agreement and a competitor's tortious interference with that agreement.
Mr. Groner does pro bono work for the Anti-Defamation League and he has been a member of its Glass Leadership Institute. He drafted amicus
briefs on behalf of the ADL that were submitted to the United States Supreme Court in Fisher v. University of Texas at Austin, et al.
and Schuette v. Coalition to Defend Affirmative Action, et al.
He currently serves on the ADL's New York Regional Board and its Lawyers Division Legal Policy & Issues Committee, and he served as Co-Chair of the Lawyers Division's 2015 Edward Brodsky Legal Conference.
His pro bono work also includes federal criminal and civil defense work. In the criminal realm, he briefed and argued an appeal in the United States Court of Appeals for the Second Circuit in a case that raised issues concerning the amount of restitution owed by a defendant who is convicted of securities fraud. See United States v. Schwamborn
, 542 Fed. Appx. 87 (2d Cir. 2013). In the civil realm, he currently represents the Rabbinical Council of America in connection with three pending putative class action lawsuits that have been consolidated in the Superior Court of the District of Columbia.
Mr. Groner is a member of the Firmwide Attorney Development Committee.
Honors & Awards
Mr. Groner was recognized by Super Lawyers as a top rated securities litigation attorney and a “Rising Star” in New York in 2016.
Member, American Bar Association (Securities Litigation Committee)
Member, Federal Bar Council (Second Circuit Courts Committee)
Prior to joining Fried Frank, Mr. Groner served as a law clerk to the Hon. Richard J. Cardamone on the United States Court of Appeals for the Second Circuit from 2006 to 2007.
Bar Admissions/Licensed Jurisdictions
New York; United States Supreme Court; United States Court of Appeals for the Second Circuit; US District Courts for the Southern and Eastern Districts of New York.