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 Under Armour, Inc. and the members of its Board of Directors in federal securities litigation filed in the US District Court for the District of Maryland.
- Defense of Perrigo Co. in federal securities litigation filed in the US District Courts for the Southern District of New York, the District of New Jersey, and the District of Massachusetts.
- Defense of Sinclair Broadcast Group, Inc. in securities litigation and derivative litigation filed in the US District Court for the District of Maryland and litigation between Sinclair and Tribune Media Company filed in Delaware Chancery Court following the termination of a proposed merger between Sinclair and Tribune.
- Defense of Evoqua Water Technologies, Corp., its senior management, and the members of its Board of Directors in securities litigation filed in the US District Court for the Southern District of New York and derivative litigation filed in the US District Court for the Western District of Pennsylvania.
- 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. 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 Deutsche Bank and its affiliates 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.
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.
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 he served as Co-Chair of its 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 represented the Rabbinical Council of America in connection with multiple putative class action lawsuits that were consolidated in the Superior Court of the District of Columbia.
Mr. Groner is a member of the Firmwide Attorney Development Committee. He also is a member of the Board of Directors of the Westchester Day School and serves on its Audit Committee.
Honors & Awards
Legal 500 has recognized Mr. Groner in its Securities Litigation category and described Mr. Groner as “thoughtful and creative.” He has also been recognized by Super Lawyers as a top rated securities litigation attorney and a “Rising Star” in New York in 2016, 2017, 2018, and 2019.
Member, American Bar Association (Securities Litigation and Class Actions and Derivatives Committees)
Member, Federal Bar Council (Second Circuit Courts Committee)
Member, New York City Bar Association
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 Courts of Appeals for the Second and Fourth Circuits; United States District Courts for the Southern and Eastern Districts of New York.