Andrew T. Sumner

Partner,

Atlanta

Phone: +1 404 881 7414
Email: andy.sumner@alston.com

With over $140 billion in transactions litigated throughout the country, companies and their D&Os rely on Andy to navigate the most complex shareholder-, securities-, and M&A-related disputes.

M&A Litigation

Defended a Fortune 50 technology company and its board of directors in a series of Delaware stockholder class actions and appraisal proceedings challenging corporate transactions totaling over $100 billion in combined deal value. All lawsuits were dismissed or resolved on terms favorable to the client.
Representing the former board of directors of a Maryland REIT in a post-closing stockholder class action challenging the REIT’s $181 million merger.
Representing the former board of directors of a publicly traded commercial real estate finance company in a series of post-closing stockholder class actions filed in federal and state court challenging the company’s $787 million merger.
Defended a publicly traded Georgia telecommunications company and its board of directors in shareholder class action alleging federal disclosure violations and breach of fiduciary duty claims in connection with a then-proposed $1 billion merger. All claims were dismissed pre-closing and the merger closed successfully.
Represented the board of directors of a publicly traded Wisconsin media company in shareholder class actions alleging federal disclosure violations and breach of fiduciary duty claims in connection with two proposed mergers totaling over $1 billion in combined deal value. All claims were dismissed with prejudice at the pleadings stage or resolved on terms favorable to the clients.
Represented board members and the controlling shareholder of a publicly traded California software company in a Delaware class action challenging the company’s $2.7 billion merger. All claims were resolved on terms favorable to the clients.
Defended the former board of directors of a publicly traded Georgia electric utility software, hardware, and services company in a Delaware shareholder class action challenging the company’s $100 million take private deal. All claims were resolved on terms favorable to the client shortly before trial.
Represented the former owners of a Tennessee construction company in an arbitration challenging various disclosures set forth in merger agreement.
Defended a North Carolina security company in response to threats by acquiring company to terminate merger agreement. The dispute was resolved pre-closing, and the transaction closed on schedule.
Represented a publicly traded Georgia building materials distributor in response to breach of fiduciary duty claims challenging its then-proposed $411 million take private merger. All claims were resolved on terms favorable to the client.
Defended investment bank in a shareholder class action asserting aiding and abetting breach of fiduciary claims against the banker for its role in a challenged merger transaction. All claims were resolved on terms favorable to the client.

Securities Litigation

Representing the board of directors of a publicly traded commercial real estate finance company in federal securities class actions pending in New York and Washington federal courts alleging that defendants made false and misleading statements about the company’s financial performance and risk profile.
Represented a Fortune 50 technology company and its executives in a securities class action pending in Texas federal court alleging that the defendants made false and misleading statements about the company’s financial performance and customer demand. Claims were resolved on terms favorable to the clients shortly before trial.
Represented the former directors and officers of a Georgia bank holding company in securities fraud actions alleging that the defendants made false and misleading statements about the financial condition of a subsidiary bank. Our motion to dismiss was granted, and the claims were dismissed with prejudice.
Defended the directors and officers of a California-based optical components manufacturer in a securities class action alleging that the defendants made false and misleading statements about the business and financial condition of the company. Following the dismissal of all but one claim, the final claim was resolved on terms favorable to the clients.
Represented the former CFO of a publicly traded utilities company in a series of related securities class actions and derivative proceedings pending in South Carolina federal and state courts. All claims were resolved on terms favorable to the clients.
Defended the executives of a Tennessee health care services company in a securities class action alleging that the executives issued false and misleading statements regarding the company’s financial performance and safety record. All claims were resolved on terms favorable to the clients.
Represented a South Carolina consumer packaging company and its executives in a securities class action alleging that defendants issued false and misleading statements about the company’s financial performance. All claims were resolved on terms favorable to the clients.

Shareholder and Fiduciary Duty Litigation

Defended fiduciary duty claims asserted by shareholders against the executives of a Louisiana-based-health-care company in New York federal court, where our motion to dismiss was granted and the lawsuit was dismissed with prejudice.
Represented one of the nation’s largest electric cooperatives in a class action brought by the cooperative’s members alleging violations of state statutory law and breaches of fiduciary duty. The lawsuit was dismissed with prejudice at the early stages of litigation.
Represented the former board of directors of Florida bank holding company in lawsuit brought by the FDIC asserting state law breach of fiduciary duty claims. All claims were resolved on terms favorable to the client shortly before trial.
Represented a Georgia insurance company and founder in connection with fiduciary duty claims threatened by former employee. All claims were resolved pre-suit on terms favorable to the clients.
Represented a Georgia bank holding company in connection with books and records requests and breach of fiduciary duty claims threatened by shareholders following tender offer and buyout. All claims were resolved pre-suit on terms favorable to the client.
Represented a Connecticut-based back-office financial services company in breach of fiduciary duty lawsuit brought by receiver of defunct hedge fund.
Represented a Georgia bank in connection with shareholder books and records requests and threatened challenges to various director compensation awards. All claims were resolved pre-suit on terms favorable to the client.
Represented an Australian payments company in connection with books and records requests and breach of fiduciary duty claims threatened by shareholder and former executive. All claims were resolved pre-suit on terms favorable to the client.
Represented the former directors and officers of a California pharmaceutical company in connection with breach of fiduciary duty claims threatened by bankruptcy trustee.
Represented a UAE-based shareholder in a Delaware appraisal proceeding asserted in connection with a $715 million acquisition of software solutions company.

Investigations and Enforcement Actions

Represented the former board of directors of a Florida-based bank holding company in response to breach of fiduciary duty claims brought by FDIC following the closing of subsidiary bank. All claims were resolved on terms favorable to clients shortly before trial.
Represented a publicly traded Georgia building products distributor in connection with internal and SEC investigations into alleged accounting irregularities.
Represented a publicly traded Florida bank holding company in investigation into various potential claims against bank depositor discovered during M&A due diligence.
Representing companies in response to FINRA insider trading inquiries.
Represented a publicly traded Mississippi bank holding company through an internal investigation into alleged accounting irregularities.
Defended a biologics company executive in a parallel DOJ and SEC investigation of alleged accounting irregularities.
Counsel for a former hedge fund portfolio manager in parallel DOJ and SEC enforcement proceedings involving various alleged insider trades.

Other Experience

Advising public companies and their boards of directors on matters related to corporate governance, disclosure, corporate records requests, shareholder demands, and D&O insurance and indemnification.
Counseling companies on litigation-related M&A due diligence.
Represented an insurance company in connection with the underwriting of a D&O-related contingent risk insurance policy.
Outside general counsel for a New-York-based, veteran-owned investment bank and broker-dealer.

Andrew T. Sumner

M&A Litigation

Securities Litigation

Shareholder and Fiduciary Duty Litigation

Investigations and Enforcement Actions

Other Experience

Bar Admissions

Education

Court Admissions