Samuel P. Groner

Samuel Groner represents financial institutions, corporations, boards of directors, and senior management at both the trial and appellate levels in connection with securities litigation, shareholder and derivative litigation, and corporate disputes.

In the securities arena, Samuel 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 Samuel’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 and in related derivative litigation in Maryland state court
• Defense of Perrigo Co. in federal securities litigation filed in the US District Courts for the Southern District of New York and the District of New Jersey and in litigation filed in Massachusetts state court under Massachusetts law.
• 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.
• 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.

He 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 our 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.

Legal 500 has recognized Samuel in its Securities Litigation category, describing him as “thoughtful and creative.” He has been recognized as a top-rated securities litigation attorney by Super Lawyers and was noted as a “Rising Star” each year between 2016 and 2020.

Samuel maintains a robust pro bono practice. On behalf of the Anti-Defamation League (ADL), he drafted amicus briefs that were submitted to the US Supreme Court in Fisher v. University of Texas at Austin, et al., Schuette v. Coalition to Defend Affirmative Action, et al. and Students for Fair Admissions v. Harvard. He was also a member of the ADL’s Glass Leadership Institute, served on its New York Regional Board, and served as Co-Chair of its Lawyers Division's 2015 Edward Brodsky Legal Conference.

Samuel’s pro bono work also includes federal criminal and civil defense work. In the criminal realm, he briefed and argued an appeal in the US Court of Appeals for the Second Circuit in United States v. Schwamborn, 542 Fed. Appx. 87 (2d Cir. 2013), a case that raised issues concerning the amount of restitution owed by a defendant who is convicted of securities fraud. In the civil realm, Samuel 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.

Samuel serves as a member of our Firmwide Attorney Development Committee.