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B. Andrew Bednark
is a partner in O’Melveny’s New York office and a member of the Securities Litigation Practice. He has litigated high-stakes securities, mergers-and-acquisitions, corporate-governance, and complex commercial cases in state and federal courts and arbitration forums throughout the country, including extensive experience in FINRA arbitrations. He regularly represents securities issuers, underwriters, broker-dealers, M&A advisors, and investment partnerships, with particular emphasis on advising financial institutions in disputes both inside and outside of litigation. In 2012, Andy was recognized by his peers as a securities litigation “Rising Star” on Thomson Reuters’ annual Super Lawyers
Illustrative Professional Experience
- Won dismissal of a putative securities-fraud class action against a broker-dealer arising from its marketing and sales of auction-rate securities. Bondar v. Bank of America Corp., No. 09-MD-2014, 2011 WL 740902 (N.D. Cal. Feb. 24, 2011).
- Secured dismissal with prejudice of numerous cases alleging that an acquirer of a distressed mortgage company was liable as the successor to tens of billions of dollars in the mortgage company’s alleged liabilities relating to mortgage-backed securities. See, e.g., Allstate Ins. Co. v. Countrywide Fin. Corp., 842 F. Supp. 2d 1216 (C.D. Cal. 2012).
- Obtained dismissal for an underwriting syndicate of a putative securities class action arising from a Chinese solar company’s initial public offering of securities on a U.S. exchange. Peters v. JinkoSolar Holding Co., Ltd., No. 11 Civ. 7133 (S.D.N.Y. Jan. 22, 2013).
- Won summary judgment for a broker-dealer that an investor had waived its right to arbitrate claims arising from its purchase of auction-rate securities by pursuing those claims in federal court. Merrill Lynch, Pierce, Fenner & Smith Inc. v. N.R. Hamm Quarry, LLC, No. C 12-2127 (N.D. Cal. Jan. 8, 2013).
- Obtained dismissal of RICO claims against a mortgage servicer arising from an alleged conspiracy with loan originators and underwriters to defraud investors in mortgage-backed securities. See Western & Southern Life Ins. Co. v. Countrywide Fin. Corp., No. 2:11-CV-7166 (C.D. Cal. June 29, 2012).
- Won dismissal of a putative securities class action against a financial institution arising from alleged misrepresentations about its credit losses and subprime-asset exposure in connection with new preferred-stock issuances. NECA-IBEW Pension Trust Fund v. Bank of America Corp., No. 10 Civ. 440, 2012 WL 3191860 (S.D.N.Y. Feb. 9, 2012); NECA-IBEW Pension Trust Fund v. Bank of America Corp., No. 10 Civ. 440, 2013 WL 620257 (S.D.N.Y. Feb. 15, 2013) (denying motion for leave to amend as futile).
- Won dismissal of a US$4 billion putative class action against a securities analyst alleging that it conspired with others to manipulate a covered company’s stock price to allow hedge funds to reap billions in short-selling profits. Del Giudice v. S.A.C. Capital Mgmt., LLC, No. 2:06-CV-01413, 2009 WL 424368 (D.N.J. Feb. 19, 2009).
- Secured dismissal of a financial institution and its CEO in securities litigation arising from alleged misrepresentations concerning the bank’s acquisition of a distressed mortgage company. Footbridge Ltd. Trust v. Countrywide Home Loans, Inc., No. 09 Civ. 4050, 2010 WL 3790810 (S.D.N.Y. Sept. 28, 2010); SRM Global Fund Ltd. P’ship v. Countrywide Fin. Corp., No. 09 Civ. 5064, 2010 WL 2473595 (S.D.N.Y. June 17, 2010).
- Defended a financial institution in multi-forum class actions and preliminary-injunction proceedings in Delaware Chancery Court seeking to enjoin its acquisition of a distressed mortgage company as a breach of the mortgage company directors’ fiduciary duties. In re Countrywide Corp. S’holders Litig., Consol. C.A. No. 3464-VCN, 2009 WL 846019 (Del. Ch. Mar. 31, 2009); In re Countrywide Corp. S’holders Litig., Consol. C.A. No. 3464-VCN, 2009 WL 2595739 (Del. Ch. Aug. 24, 2009).
- Represented the Securities Industry and Financial Markets Association, the members of which include every major U.S. securities firm and financial institution, as an amicus in what The New York Times called the most closely watched business case before the United States Supreme Court in years. The Court held that entities traditionally viewed as “secondary actors” in the securities markets—such as banks, underwriters, and brokers—could not be liable for an issuer’s fraud when shareholders had not relied on their statements or actions. Stoneridge Inv. Partners, LLC v. Scientific-Atlanta, Inc., 128 S. Ct. 761 (2008).
- Defended a leading stock exchange’s independent directors in a putative class action and preliminary-injunction proceeding in New York state court challenging the exchange’s historic merger with a competing electronic exchange as a breach of the directors’ fiduciary duties. In re New York Stock Exchange/Archipelago Merger Litig., Index No. 601646/05 (N.Y. Sup. Ct., N.Y. Cty.)
- Defended two private-equity firms in a putative class action challenging their “going-private” acquisition of leading health-care IT provider Netsmart Technologies, Inc., as a breach of the Netsmart board’s fiduciary duties. In re Netsmart Tech., Inc. S’holder Litig., C.A. No. 2563-VCS (Del. Ch.).
- Won dismissal for an aluminum manufacturer of two appeals that threatened the company’s successful bankruptcy reorganization. In re Ormet Corp., 355 B.R. 37 (S.D. Ohio 2006); In re Ormet Corp., No. 2:04-CV-1151, 2005 WL 2000704 (S.D. Ohio Aug. 19, 2005)
Admitted to Practice,
US District Court, Eastern and Southern Districts of New York; US Court of Appeals, Second Circuit; US Supreme CourtAuthor
, “Some Classes Are More Equal Than Others: The Expansion of Anti-Discrimination Protection in the European Union,” 2 U.C.D. L. Rev. 1 (2002); “Preferential Treatment: The Varying Constitutionality of Private Scholarship Preferences at Public Universities,” 85 Minn. L. Rev. 1391 (2001)
University of Minnesota, J.D.: magna cum laude; Managing Editor, Minnesota Law Review
New York University, B.S.: summa cum laude
Author, “Some Classes Are More Equal Than Others: The Expansion of Anti-Discrimination Protection in the European Union,” 2 U.C.D. L. Rev. 1 (2002); “Preferential Treatment: The Varying Constitutionality of Private Scholarship Preferences at Public Universities,” 85 Minn. L. Rev. 1391 (2001)