Samuel P. Groner

Samuel P. Groner

  • Partner
  • Litigation
  • New York
  • T:   +1.212.859.8565
  • F:   +1.212.859.4000
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  • On June 6, 2017, a New Mexico state court approved -- over the objections of a qui tam relator -- a contested settlement between Fried Frank clients Unicredit S.p.A., Pioneer Investment Management USA Inc., and Vanderbilt Capital Advisors, LLC and the State of New Mexico.  The relator brought the qui tam action ostensibly on behalf of two New Mexico state agencies, under the state’s analogue to the False Claims Act, purporting to seek between US$350 million and US$1 billion in claimed damages and alleging that the defendants obtained tens of millions of dollars of state investment money by fraudulent means.  Following years of motion practice and an appeal to the New Mexico Supreme Court, we structured a global settlement directly with the state agencies and the Attorney General, bypassing the relator, who claimed that the US$24.25 million settlement was inadequate compared to the hundreds of millions of dollars that the state supposedly should have been able to recover.  The court conducted a four day live witness hearing and took hundreds of pages of briefing, and after considering the matter for nearly a year, adopted all the key points we urged and approved the settlement as fair, adequate, and reasonable.
 
  • On June 20, 2016, the United States District Court for the District of New Jersey dismissed a class action securities fraud lawsuit that had been filed against Fried Frank client Aerie Pharmaceuticals, Inc., and certain of its directors and senior-most officers. The complaint alleged that the defendants violated Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by making materially false and misleading statements and omitting material information related to, among other things, Aerie’s lead product candidate (Rhopressa™) and the prospects of Aerie’s Phase 3 clinical trial for Rhopressa™. The Court held that (i) the forward-looking statements asserted in the complaint were inactionable because they were accompanied by meaningful cautionary language, and therefore were protected from liability by the Private Securities Litigation Reform Act of 1995 (PSLRA), and (ii) the plaintiffs failed to adequately plead a “strong inference” of scienter, as required by the PSLRA.
 
  • Fried Frank acted as counsel to athletic apparel company Under Armour, Inc. and its Board of Directors in connection with shareholder litigation in Maryland state court. The litigation stemmed from Under Armour’s announcement on June 15, 2015 that it planned to engage in a recapitalization pursuant to which Under Armour would issue a new class of non-voting shares. The plaintiffs alleged that the members of the Board breached their fiduciary duties in connection with their consideration of the recapitalization and sought an injunction barring Under Armour from proceeding with the recapitalization. On February 29, 2016, the court approved a settlement of the litigation, which will enable Under Armour to proceed with the recapitalization.
 
  • Fried Frank represented the underwriters of GM’s November 2010 initial public offering (IPO) – which at the time was the largest IPO in US history – in a securities class action litigation arising out of allegedly false statements and material omissions in GM’s Registration Statement in connection with the IPO. On September 4, 2014, US District Court Judge Laura Taylor Swain granted the defendants’ motions to dismiss in their entirety and dismissed the complaint with prejudice. The complaint alleged, among other things, that the Registration Statement falsely stated that GM was actively managing production levels through the monitoring of dealer inventory levels when in fact GM was purportedly “channel stuffing,” or unloading excessive inventory on dealers, to create the false impression that GM’s sales and revenues were on the rise. Judge Swain ruled that the “allegations of misstatements and omissions as to GM’s inventory practices [were] supported neither by plausible factual allegations nor by the quoted passages from the Registration Statement." On May 28, 2015, the United States Court of Appeals for the Second Circuit affirmed the District Court’s decision to grant the defendants’ motions to dismiss in their entirety and to dismiss the complaint with prejudice
 
  • Fried Frank obtained a significant victory for the Board of Directors of JPMorgan Chase & Co. In response to a shareholder demand, Fried Frank was retained by the Board’s Audit Committee to assist with an investigation into supposed LIBOR manipulation and other related alleged wrongdoing. Following the Board’s decision not to bring the litigation proposed in the demand at this time, the shareholder sued JPMorgan’s directors in New York State Supreme Court and alleged that the directors were not sufficiently independent to properly consider the demand and that the directors’ refusal to bring the litigation proposed in the demand was unreasonable. Fried Frank represented the independent members of the Board in the litigation and moved to dismiss the complaint. On March 27, 2014, Justice Shirley Werner Kornreich granted the motion to dismiss and dismissed the shareholder’s complaint with prejudice. The Court ruled that the shareholder conceded the Board’s independence by making the demand and that the process used by the Board to investigate the demand, and the decision it reached, was reasonable.

Practices & Industries

Education

Cornell Law School, JD – 2006
  • magna cum laude
  • Articles Editor, Cornell Law Review
  • Order of the Coif
Columbia University, BA – 2003
  • cum laude
  • Phi Beta Kappa
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