Howard O. Godnick focuses his practice in the areas of complex securities and commercial litigation, including class actions and corporate control disputes and creditor rights litigation. Howard has tried cases in federal district, bankruptcy and state courts throughout the country, including representing U.K.-based hedge fund The Children’s Investment Fund in its proxy battle with CSX Corp., which resulted in the election of four of the fund’s nominees to the board of directors. For almost 30 years, Howard has successfully defended hedge and private equity funds, their portfolio companies, boards of directors and auditing firms in cases touching on every facet of their businesses, including commercial torts and RICO claims, proxy contests, common law and securities fraud claims, accountant liability claims, bankruptcy confirmation battles, breach of contract claims, preference actions, market manipulation and short-selling claims, appraisal arbitrage litigation and corporate governance disputes. In addition, Howard is considered one of the country’s preeminent litigators in the area of alter ego liability, having successfully litigated and counseled clients on alter ego and vicarious liability globally. He authored “My Portfolio Company Did What?! Private Equity and the Perils of Alter Ego Liability” and the follow-up articles “I Am Not My Sister’s Keeper” and “Which State Wants to Pierce Your Veil?” for Bloomberg BNA Securities Regulation & Law Report. Howard gave a TED talk titled “Wash Your Hair” at Bergen Community College’s TEDx event.
A magna cum laude graduate of New York Law School, where he graduated first in his class and was Notes and Comments Editor of the New York Law School Law Review, Howard was honored to receive the school’s Distinguished Alumnus Award for his pro bono work on behalf of the victims of Hurricane Katrina. As lead counsel in McWaters v. FEMA, a class action to secure the temporary housing assistance to which Katrina evacuees were entitled by law, he successfully obtained injunctive relief against FEMA, preventing the agency from evicting tens of thousands of hurricane victims from their federally funded hotel rooms pending determinations on their applications for benefits. The precedent-setting case garnered other recognitions for Howard, including pro bono counsel awards from the National Law Center on Homelessness and Poverty, the Louisiana Bar Association and the Lawyers Committee for Civil Rights. In addition, he was a finalist for the 2007 Trial Lawyer of the Year Award from the Public Justice Foundation and received the Award of Courage for his perseverance in overcoming a series of medical challenges. He was also selected by Benchmark Litigation: The Definitive Guide to America's Leading Litigation Firms & Attorneys as one of New York’s leading litigators. Howard is a member of the Litigation Section of the American Bar Association. Before law school, he was an actor, street mime and stand-up comic, appearing on Saturday Night Live from 1981 to 1983 as a regular extra and bit-part player.
Cerberus Capital Management LP
Lead counsel for Cerberus Capital Management LP in litigation related to its $950-million acquisition of 53 percent of AT&T's Yellow Pages - Advertising Solutions and AT&T Interactive Businesses and associated recapitalization; SRZ secured dismissal of unfair trade practice claims brought by AGI, a competitor in the Yellow Pages market in California, against Cerberus.
Albertsons Companies’ Acquisition of Safeway
Lead counsel for Cerberus Capital Management LP in connection with shareholder litigation arising out of its $9-billion acquisition of Safeway Inc.
MOD-PAC Going Private Transaction
Lead counsel for buyer group in connection with shareholder litigation arising out of a definitive merger agreement to take NASDAQ-listed company, a leading designer and manufacturer of custom folding cartons, private.
Scottish Re Litigation
Lead counsel for Cerberus Capital Management in a shareholder action alleging breaches of fiduciary duty, seeking $40 million in damages and rescission of Cerberus’ acquisition of a reinsurance company. Motion to dismiss complaint granted as to fiduciary duty claims and upheld on appeal.
McWaters v. FEMA
Lead counsel in SRZ’s pro bono representation of the victims of Hurricane Katrina in their effort to secure the temporary housing assistance to which they are entitled. In this case of national significance, which garnered global television, radio and print media attention, SRZ successfully obtained injunctive relief against FEMA, enjoining the agency from evicting Katrina victims from hotels pending determinations on their applications for benefits.
Innkeepers USA Trust, et al. v. Cerberus Series Four Holdings, et al.
Represented Cerberus Capital Management, and its affiliates, in connection with the exercise of Cerberus’ rights to terminate a purchase agreement because of a “MAC”; after a 6 week expedited pretrial schedule, case was settled on the first day of trial, with Cerberus and its joint venture partner agreeing to a revised deal for approximately $100 million less than the original purchase price.
Chicago Transit Authority v. Cerberus Capital Management, et al.
Lead counsel for Cerberus Capital Management in case alleging alter ego liability arising out of the alleged contractual breaches by portfolio company. Motions to dismiss original and amended pleading granted.
Loffredo v. Daimler AG, et al.
Lead counsel for Cerberus Capital Management in case alleging violations of ERISA and state statutory and common law claims. Case dismissed.
In re Talecris Biotherapeutics Holdings Shareholder Litig.
Lead counsel on behalf of majority shareholder in connection with $4 billion sale of Talecris Biotherapeutics Holdings. Transaction closed; settlement reached and subject to court approval.
CSX Corp. v. The Children’s Investment Fund
Lead trial counsel on behalf of multibillion-dollar activist hedge fund in proxy contest resulting in four activist nominees being elected to the CSX board of directors.
Obtained voluntary dismissal of private equity firm from more than five dozen lawsuits arising out the acquisition of Chrysler.
Leslie Dick Worldwide Inc. v. Soros et. al.
Lead counsel on behalf of multibillion-dollar private equity fund in case alleging claims under RICO and antitrust statutes. Case discontinued against client following our filing of Rule 11 and dismissal motions.
Fisch v. SSA Global Technologies, Inc., et al.
Lead counsel on behalf of multibillion-dollar hedge fund in connection with putative class action arising out of the sale of a publicly traded corporation.
Fairfax Financial Holdings Ltd. v. S.A.C. Capital Management, L.L.C. et al.
Lead counsel on behalf of multibillion-dollar hedge fund in case alleging market manipulation/short-selling and seeking $5 billion in damages. Case dismissed against client.
May v. Coffey, et al.
Lead counsel on behalf of hedge fund in connection with corporate governance action alleging breaches of fiduciary duty. Motion to dismiss granted.
Kerr-McGee Proxy Contest
Lead counsel on behalf of multibillion-dollar hedge fund in proxy contest against Kerr-McGee Corporation, resulting in settlement in favor of client’s corporate initiatives.
In re Coram Healthcare Corp.
Lead counsel for multibillion-dollar hedge fund (senior creditor) in connection with battle over competing plans for confirmation. Won seven-month trial: Creditor-supported plan confirmed; Equity Committee plan rejected.
Lead counsel in connection with purchase price adjustment dispute. Matter settled.
In re Pen Holdings
Lead counsel for senior creditor in connection with battle over competing plans of confirmation. Case settled.
Lead counsel for Canadian Imperial Bank of Commerce in connection with 22 class actions commenced in the United States by various shareholders and noteholders arising out of the financial collapse of Livent Inc., a vertically integrated Canadian theatrical production company, which produced Ragtime, Fosse, Showboat, Sunset Boulevard and other productions. All actions settled.
Furst v. Feinberg, et al.
Lead counsel on behalf of multibillion-dollar hedge fund and its senior officer in connection with securities fraud litigation arising out of the bankruptcy of Coram Healthcare Corp; case dismissed with prejudice, affirmed by Third Circuit Court of Appeals, cert. denied by United States Supreme Court.
AUSA Life Insurance Co. et al. v. Ernst & Young, 991 F. Supp. 234 (S.D.N.Y. 1997)
Co-lead counsel on behalf of Ernst & Young in a three-month bench trial in the Southern District of New York against claims of securities and common law fraud and negligence asserted by nine institutional lenders, including Prudential Life Insurance Company, seeking more than $100 million in damages; verdict in favor of Ernst & Young was entered based on plaintiffs’ failure to prove loss causation and privity.
In re JWP Inc. Shareholder Litigation
Represented Ernst & Young in connection with shareholder litigation arising out of the bankruptcy of JWP, Inc. Case settled.
“Private Equity Guide 2017 — USA,” The International Comparative Legal Guide to: Private Equity 2017 (Global Legal Group) (contributor)
“Out-of-Court Restructurings, the Bankruptcy Context, and Creditors’ Committees,” Insider Trading Law and Compliance Answer Book (Practising Law Institute) 2011-2018 (co-author)
“First Department Rules Derivative Claims Under Cayman Law Must First Go Through Cayman Courts,” SRZ Alert, March 24, 2016 (co-author)
“Which State Wants to Pierce Your Veil? Private Equity and the Perils of Alter Ego Liability, Part III,” Bloomberg BNA – Securities Regulation & Law Report, Dec. 14, 2014 (co-author)
“Appraisal Arbitrage at a Crossroads?,” Bloomberg BNA – Mergers & Acquisitions Law Report, Sept. 29, 2014 (co-author)
“I Am Not My Sister’s Keeper: Private Equity and the Perils of Alter Ego Liability, Part II,” BNA Securities Regulation & Law Report, Oct. 14, 2013
“District Court Dismisses Insider Preference Claim Despite Affiliates Holding Equity and Board Seats,” SRZ Alert, April 19, 2013 (co-author)
“My Portfolio Company Did What?! Private Equity and the Perils of Alter Ego Liability,” BNA Securities Regulation & Law Report, Alternative Investment Law Report and Mergers & Acquisitions Law Report, August 2011
“Second Circuit Issues Opinion in CSX v. TCI,” SRZ Alert, July 26, 2011 (co-author)
“Beware the Counterattack Against Activist Investors: The Group Trap,” SRZ Activist Investing Developments, Fall 2006 (co-author)
“Second Circuit Rules in Favor of Shareholder Seeking to Use Corporate Proxy Statement to Nominate Slate of Directors,” SRZ Alert, Sept. 15, 2006 (co-author)
“Sue or Be Sued,” SRZ Activist Investing Developments, Spring 2006
“New York Court Grants Preliminary Injunction in Favor of Activist Investor Seeking to Nominate Slate of Directors,” SRZ Alert, April 28, 2006 (co-author)
“Are the Proceeds of a Directors’ and Officers’ Insurance Policy Property of the Bankruptcy Estate?,” SRZ Securities Law Developments, Winter 2003 (co-author)
“Securities Law and Developments in Class Action Litigation Under Section 12 of the Securities Act of 1933,” SRZ Securities Law Developments, Spring/Summer 2001 (co-author)
“FRAUD.com: A Compendium of the Internet Based Securities Fraud Developments and Related Issues,” April 1999 (co-author)
“Loss Causation: A Defendant’s Secret Weapon,” New York Law Journal, Dec. 24, 1997 (co-author)
“Wash Your Hair,” TEDx Bergen Community College, March 2017
“10 Years After Katrina: Effects on Demographics, Education and Disaster Relief,” Southern University Law Center 7th Annual Journal of Race, Gender & Poverty Symposium, October 2015
“Private Equity and Alter Ego Liability,” NERA Fourteenth Conference on Finance, Law and Economics, July 2012
“My Portfolio Company Did What!? — Private Equity and the Perils of Alter Ego Liability,” SRZ/KPMG Conference, May 2012
“Welcome to the New Age of Deleveraging: Which Shareholders Will be the Winners?” Columbia Business School 5th Annual Restructuring Event, February 2009
“Does Investor Activism Make a Difference?” Incisive Media’s 7th Annual Global Shareholder Activism 8us, December 2008
“Activist Investing,” SRZ Hedge Fund Compliance Investment Management Hot Topics Seminar, October 2006
“Activist Investing,” SRZ 15th Annual Private Investment Funds Seminar, January 2006
- American Bar Association
- Litigation Section
- New York State Bar Association
- Securities Litigation and Arbitration Committee
- Awards and recognition for work on behalf of the victims of Hurricane Katrina, including:
- Finalist, Public Justice Foundation’s 2007 Trial Lawyer of the Year Award
- National Law Center on Homelessness and Poverty’s Pro Bono Counsel Award
- New York Law School Law Review’s Distinguished Alumnus Award
- Louisiana Bar Association’s Pro Bono Award (The first time a law firm from outside Louisiana was so honored)
- Lawyers Committee for Civil Rights’ Pro Bono Award
- Recipient of the Award of Courage for his perseverance in overcoming a series of medical challenges
- Benchmark Litigation: The Definitive Guide to America’s Leading Litigation Firms & Attorneys (“National Star” in securities litigation)