Sameer Advani is a partner in Willkie Farr & Gallagher’s Litigation Department and serves as Co-Chair of the firm’s M&A Litigation Practice Group. He regularly represents clients in connection with a broad range of complex commercial disputes and appears in federal and state courts throughout the country, with a particular focus on mergers and acquisitions litigation, federal securities class actions, and shareholder derivative claims. His practice also includes litigating matters in bankruptcy court and under various foreign and domestic arbitration rules. He has particular experience in matters with an international dimension, having represented a number of clients in litigation that involved parallel ongoing proceedings in North America, Europe and Asia. Sameer also has an active practice counseling corporate boards, special committees and management on issues of corporate governance and fiduciary duties.
Sameer has been recommended by Legal 500 in M&A Litigation: Defense and was selected by Law360 in 2014 as one of ten attorneys nationwide to be named a “Rising Star” in the area of Securities.
Sameer was named a BTI Client Service All-Star 2022, an annual listing of the attorneys selected by corporate counsel for “delivering the absolute best in client service.” He was shortlisted at the Chambers Diversity & Inclusion Awards: North America 2020 in the category of Diversity & Inclusion Lawyer of the Year. In 2019, Sameer was a recipient of Immigration Equality’s Safe Haven Award.
- Pullan v. Skonnard (Del. Ch.): Representing CEO of Pluralsight Inc. in litigation arising out of $3.5 billion going private transaction.
- Vintage Capital Management LLC v. Rent-A-Center Inc. (Del. Ch.): Represent buyer in litigation against seller concerning termination of $1.36 billion merger transaction.
- In re AmTrust Financial Services, Inc. Shareholders Litig. (Del. Ch.): Represent special committee in shareholder litigation arising out of $3 billion insurance company going-private transaction.
- Ribbe v. Jacobson et al. (N.Y. Sup. Ct.): Represent Xerox Corporation in shareholder litigation arising out of entry into, and subsequent termination of, $6.1 billion merger transaction with an affiliate of Fujifilm Holdings Corp.
- Fujifilm Holdings Corp. v. Xerox Corporation (S.D.N.Y.): Represent Xerox Corporation in breach of contract litigation arising out of termination of merger agreement.
- Amedee v. Level 3 Communications, Inc. (D. Colo.): Represent Level 3 Communications, Inc. and its directors in class action litigation arising out of its $34 billion merger with CenturyLink, Inc.
- WP CMI Representative v. Roche Diagnostics Operations, Inc. et al. (Del. Ch.): Represent selling stockholder representative in lawsuit against purchaser alleging breach of milestone provisions in the merger agreement.
- Penang Securityholders Representative v. Zeneca Inc. (Del. Ch.): Represent selling stockholder representative in lawsuit against purchaser alleging breach of milestone provisions in the merger agreement.
- In re Kenneth Cole Productions, Inc., Shareholder Litigation (New York Court of Appeals): Represented Kenneth Cole in action brought by minority shareholders challenging going-private transaction involving Kenneth Cole Productions, Inc.; obtained dismissal in trial court, which was affirmed by the Appellate Division and the Court of Appeals. It is the first case under New York law to apply the business judgment rule to a going-private transaction where the transaction was conditioned on the dual protections of a “majority of the minority” voting provision, and the transaction is approved by a committee of independent directors.
- In re The Pantry, Inc. Stockholder Litig. (Del. Ch.): Represent The Pantry, Inc. and its board of directors in class action litigation arising out of $1.7 billion merger transaction with Alimentation Couche-Tard Inc.
- In re TW Telecom Stockholder Litig. (Del. Ch.): Represent Level 3 Communications, Inc. in class action litigation arising out of its $7.3 billion acquisition of TW Telecom Inc.
- In re Auxilium Pharmaceuticals Inc. Shareholder Litig. (Pa. Ct. of Common Pleas): Represent Auxilium Pharmaceuticals, Inc. and its board of directors in class action litigation arising out of $2.6 billion merger transaction with Endo International plc.
- In re Artio Global Investors Inc. (N.Y. Sup.): Represented Aberdeen Asset Management in class action litigation arising out of $175 million acquisition of Artio Global Investors Inc.
- In re J. Crew Shareholder Litig. (Del. Ch.): Representing CEO of J. Crew Inc. in litigation arising out of $2.5 billion “going private” transaction.
- In re Sepracor Shareholders Litig. (Del. Ch. Ct): Represent special committee in shareholder litigation arising out of $2.6 billion pharmaceutical company acquisition.
Shareholder Derivative Litigation
- In re Bridgepoint Education, Inc. Shareholder Litig. (S.D. Cal): Obtained dismissal of shareholder derivative action against Warburg Pincus entities arising out of a self-tender offer by Bridgepoint Education, Inc.
- Zucker v. Loeb (New York Sup. Ct.): Successful representation of Third Point and affiliates in a shareholder derivative action arising out of a share repurchase transaction between Third Point and Yahoo! Inc.
- In re Citigroup Derivative Litig. (2d Cir): Successful representation of independent directors of Citigroup, Inc. in a shareholder derivative action arising out of a say-on-pay vote; obtained affirmance by the Second Circuit of trial court decision denying plaintiffs’ application for a $6 million fee award.
- Zucker v. Rubin et al. (N.Y. Sup. Ct.): Obtained dismissal on behalf of independent directors of Citigroup, Inc. in a shareholder derivative action alleging unlawful manipulation of U.S. LIBOR.
- Brautigam v. Rubin et al. (S.D.N.Y.): Obtained dismissal on behalf of independent directors of Citigroup, Inc. in a shareholder derivative action alleging illegal mortgage servicing practices.
Securities Class Action Litigation
- Caliendo v. CenturyLink, Inc. (C.D. Cal.): Representing CenturyLink, Inc. and its officers and directors in federal securities class action relating to statements concerning accounting internal controls.
- Houser v. CenturyLink, Inc. (Colo. Dist. Ct.): Representing CenturyLink, Inc. and its officers and directors in federal securities class action filed in connection with merger between CenturyLink and Level 3 Communications, Inc.
- Zamir v. Bridgepoint Education, Inc. et al. (S.D. Cal.): Obtained dismissal of Warburg Pincus entities in class action lawsuit alleging federal securities violations concerning accounting disclosures.
- In re Facebook, Inc. IPO Securities & Derivative Litig. (S.D.N.Y.): Representing Facebook, Inc. and its officers and directors in over 40 securities and derivative lawsuits filed in connection with Facebook’s May 18, 2012 initial public offering.
- In re Amag Pharmaceuticals Inc. Securities Litig. (1st Cir.): Representing underwriters in securities class action arising out of secondary offering of pharmaceutical company.
- Bartesch v. Cook (D. Del.): Obtained dismissal of securities fraud class action lawsuit brought former directors and officers of geothermal power company.
- In re Warner Chilcott Securities Litig. (S.D.N.Y.): Representing underwriters in securities class action arising out of the initial public offering of pharmaceutical company.
- In re Merrill Lynch & Co., Inc. Securities, Derivative and ERISA Litig. (S.D.N.Y.): Representing former Merrill Lynch officer in securities and derivative litigation arising out of financial crisis.
- Horizon Asset Management v. H&R Block, Inc. (8th Cir.): Obtained affirmance of dismissal of consolidated securities fraud class action.
Bankruptcy and Other Litigation
- Sarissa Capital Domestic Fund LP v. Innoviva Inc. (Del. Ch.): Obtained specific performance of proxy contest settlement agreement in Delaware Chancery Court on behalf of Sarissa Capital Management against pharmaceutical company Innoviva Inc.
- In re Nortel Networks, Inc., (Bankr. D. Del): Obtained significant ruling in favor of Trustees of the Nortel Networks UK Pension Scheme and the UK Pension Protection Fund following an unprecedented 21-day cross-border trial held jointly before the U.S. Bankruptcy Court in Delaware and Ontario Superior Court to determine allocation of $7.3 billion in sales proceeds among various Nortel debtors in Canada, the U.S. and Europe. The Courts’ rulings are anticipated to produce a recovery to UK pensioners in excess of $1 billion.
- YCCX Colombia S.A.S. v. CCX Colombia S.A. (ICC Arbitration): Represented purchaser in ICC arbitration arising out of a contract dispute concerning purchase of coal mining assets in Latin America. Obtained two rulings in favor of client from an emergency arbitrator appointed by the ICC.
- Ovitz v. Bloomberg L.P. (N.Y.): Obtained affirmance of dismissal of consumer class action lawsuit relating to enforceability of subscriber contracts.
- 330 Hudson Owner LLC v. The Rector, Church-Wardens and Vestrymen of Trinity Church in The City of New York (N.Y. App. Div. 1st Dep’t): Successful representation in connection with claims arising from dispute over completion of hotel and office development project.
- In re Sea Container Services, Ltd. (Bankr. D. Del.): Successful defense of settlement between chapter 11 debtors and UK pension claimants over objections by creditors’ committee.