William H. Gussman, Jr. focuses on complex commercial litigation, including securities fraud actions, fraudulent transfer actions, M&A litigation, private post-acquisition disputes and derivative actions. Bill’s clients have included leading hedge funds, private equity firms, major corporations, investment banks, prime brokers, lenders and individuals. Bill has substantial trial experience, having tried cases in federal and state courts throughout the United States and in a variety of alternative dispute resolution venues, including AAA, FINRA and JAMS arbitrations. Bill frequently litigates in bankruptcy court, often representing creditors in enterprise valuation and asset ownership disputes. He has broad experience representing both buyers and sellers in deal-related disputes, including in shareholder class actions. Bill also has expertise in matters relating to litigation finance.
Bill’s jury trial experience includes the successful defense of a leading prime broker in a $141.4 million fraudulent transfer action brought by the trustee of a defunct hedge fund. In that two-week federal trial, he helped to secure a unanimous verdict in favor of the prime broker. Bill successfully defended a former officer and director of Merck & Co. in a high-profile securities class action and related cases concerning the painkiller Vioxx. That high-profile matter included the defense of federal and state securities law claims, breach of duty claims, product liability claims and other matters. Bill received his B.A., summa cum laude, from Dartmouth College, where he was Phi Beta Kappa, and his J.D. from Harvard Law School.
In re Vioxx Litigation: Successfully defended a former officer and director of Merck & Co. Inc. in a high-profile securities class action and related cases concerning the painkiller Vioxx. The high-stakes litigation included defense of federal and state securities law claims, ERISA claims, breach of duty claims, product liability claims and other matters.
Tellabs Takeover Litigation (N.D. Ill.): Represented private equity fund acquirer of a public company in M&A class action shareholder lawsuits alleging breach of fiduciary duties and securities law violations.
In re Tribune Company Fraudulent Transfer Litigation (S.D.N.Y.): Ongoing representation of investment fund and other shareholder defendants in clawback actions.
In re Boston Generating LLC (Bankr. S.D.N.Y.): Ongoing representation of investment fund defendants in fraudulent transfer action brought by liquidating trustee.
Representing financial restructuring firm in AAA arbitration in dispute with former partner
Chrysler Group v. CorePointe Insurance Company (Michigan State Court): Successfully represented insurance company in dispute concerning liability for vehicle service contract obligations following Chrysler bankruptcy.
In re Downey Financial Corp. (Bankr. Del.): Representation of Wilmington Trust Co. in a series of key wins over the FDIC to secure ownership of an expected tax refund of over $400 million for the bankruptcy estate of Downey Financial Corp.
Gredd v. Bear Stearns Securities Corp. (Bankr. S.D.N.Y.): Defended Bear Stearns in connection with matters pertaining to the collapse of the Manhattan Investment Fund, Ltd., obtaining jury verdict in favor of Bear Stearns on claim for $141.4 million in alleged fraudulent transfers and securing dismissal of fraudulent transfer claims seeking $3.6 billion in damages. See Gredd v. Bear Stearns Securities Corp., 257 Bankr. Rep. 190 (S.D.N.Y. 2002).
In re Quintus Securities Litigation (N.D. Cal.): Obtained dismissal of securities law claims against underwriter defendant.
In re LiventSecurities Litigation (S.D.N.Y.): Successful representation of underwriter defendant in connection with securities law claims.
Levy v. OZ Master Fund, et al. (S.D.N.Y.): Successful representation of investment fund in defense of Section 16(b) “short swing” trading claims.
In re Almatis, B.V. (Bankr. S.D.N.Y.): Representation of various mezzanine lenders in connection with plan objections and associated litigation, including a challenge to enterprise valuation, in connection with the bankruptcy of Almatis, B.V., et al.
Successful defense of claims brought under an alter ego/piercing the corporate veil theory against private equity client concerning obligations of a portfolio company. Case resulted in a dismissal of claims at the pleadings stage.
___________ v. ___________(JAMS arbitration): Representation of private investment fund in defense of an $11-million breach of contract claim in alleged “finder's fee” case.
___________ v. ___________(AAA arbitration): Representation of private equity fund seller in $29-million purchase price adjustment matter.
Brownstone Investment Group, LLC v. Levey (S.D.N.Y.): Representation of broker-dealer in dispute with individual claiming to be a member of the broker-dealer LLC.
___________ v. ___________ (AAA arbitration): Represented Big Four accounting firm in connection with the accounting firm’s internal investigation regarding potential liability relating to relevant audit.
“Discovery Trends in Litigation Finance Arrangements,” Bloomberg Law, April 2018 (co-author); republished in Harvard Law School Forum on Corporate Governance and Financial Regulation, May 15, 2018
“Regulation of Market Manipulation,” Federal Securities Exchange Act of 1934, March 2018 (co-author)
“SRZ’s Leading Litigation Finance Practice: Holistic Expertise for a Booming Asset Class,” The Hedge Fund Journal, March 2018 (quoted)
“US Supreme Court Limits Securities Safe Harbor Protection From Bankruptcy Clawback Suits,” SRZ Client Alert, March 1, 2018; cited in Harvard Law School Bankruptcy Roundtable, March 6, 2018
“Extending CalPERS v. ANZ Securities To Exchange Act Cases,” Law360, Sept. 21, 2017 (co-author)
“Supreme Court Holds that Individual ‘Opt Out’ Securities Act Plaintiffs Cannot Rely on American Pipe Tolling to Extend the Statute of Repose,” SRZ Client Alert, June 28, 2017 (co-author); republished in The Hedge Fund Journal, July 27, 2017
“Another Benefit to a Thoughtful Sale Process?,” Corporate Board Member, Second Quarter, 2017 (co-author)
“M&A Strategies for Success,” Corporate Board Member, First Quarter, 2017 (interview)
“Obtaining Information from Corporate Insiders,” Insider Trading Law and Compliance Answer Book (Practising Law Institute), 2011-2018
“Regulatory Change: 2015 Diagnosis, 2016 Prognosis — Schulte Roth & Zabel’s Leading Securities Litigation Practice,” The Hedge Fund Journal, November 2015 (profile)
“Beyond Halliburton: Securities Fraud Class-Action Appeals to Watch,” Westlaw Journal – Securities Litigation & Regulation, Nov. 13, 2014 (co-author)
“Resolving Post-Acquisition Disputes,” Financier Worldwide Magazine, August 2014 (quoted)
“Supreme Court Rules Securities Class Action Plaintiffs Need Not Prove Materiality at Class Certification Stage,” SRZ Client Alert, March 4, 2013 (co-author)
“US Supreme Court Provides Guidance on Section 16(b)’s Statute of Limitations,” SRZ Client Alert, April 3, 2012
“Amended Expert Discovery Rules One Year Later: Has Anything Changed?,” New York Law Journal, Jan. 18, 2012
“The Second Circuit’s Adoption of the Moench Presumption of Prudence Provides ‘Accommodation’ for Employers Facing Stock Drop Suits,” SRZ Client Alert, Oct. 24, 2011 (co-author)
“Regulation of Market Manipulation,” Federal Securities Exchange Act of 1934 (Matthew Bender & Company), 2010 (co-author)
“Beware the Counterattack Against Activist Investors: The Group Trap,” SRZ's Activist Investing Developments, Fall 2006
“The Great Purchase Date Debate: When Does An Investor In A Convertible Security With a “Hybrid” Conversion Privilege “Purchase” Common Stock For Section 16(b) Purposes?,” SRZ Investment Management Developments, Summer 2001
“Investing in Litigation Finance,” SRZ 27th Annual Private Investment Funds Seminar, New York, January 2018
“Doing M&A Deals: Strategies to Minimize Deal Risk,” NYSE General Counsel Forum & Compliance Workshop, November 2016
“Minimizing Disputes in International Contracts,” Association of Corporate Counsel International Tool Kit — Best Practices for In-House Counsel in Dealing with Cross Border/International Issues, July 2015
SRZ and BDO PE Dealmaking: Due Diligence and Minimizing Post-Acquisition Disputes, February 2015
“GC and CCO Risks and Safeguards: Ethics in Practice,” SRZ 24th Annual Private Investment Funds Seminar, January 2015
FEA Private Equity Litigation and Liability Avoidance: Practical Advice Regarding “Alter Ego” Liability and Post-Acquisition Disputes, November 2014
“Recent Court Decisions Affecting Distressed Investors,” SRZ 3rd Annual Distressed Investing Conference, November 2014
“Shareholder Activism in the Deal Environment,” West LegalEdcenter New York M&A/Private Equity Forum, April 2014
SRZ Liability Insurance Luncheon for Investment Fund Managers, March 2014
“Sponsors and Their Portfolio Companies in Distressed Situations,” SRZ 22nd Annual Private Investment Funds Seminar, January 2013
“My Portfolio Company Did What!? — Private Equity and the Perils of Alter Ego Liability,” SRZ/KPMG Conference, May 2012
- The Legal 500 US