Profile
Andrew Gray defends companies, financial institutions, boards of directors, and individuals through high-stakes commercial litigation, with a particular concentration in securities class actions, merger and acquisition disputes, partnership or corporate control contests, shareholder derivative litigation, and other complex, high-exposure matters. Based in Orange County, he regularly represents clients in the technology, software, pharmaceuticals, semiconductor, and real estate industries. Andrew’s track record includes multiple jury verdicts, dismissals at the motion to dismiss and summary judgment stages, and resolutions of matters involving billions of dollars in transaction value.
Andrew brings deep courtroom experience to his securities and M&A litigation practice. He has tried cases to verdict, including the first “holder’s” claim tried to a jury in 86 years, and has defeated challenges to transactions ranging from several hundred million to nearly eight billion dollars. His work spans federal and state courts across multiple jurisdictions, including the Delaware Court of Chancery, and he is experienced in managing parallel proceedings in multiple forums simultaneously.
Before entering private practice, Andrew served as a law clerk to Judge Kim Wardlaw on the United States Court of Appeals for the Ninth Circuit. That appellate background informs his approach to complex motions practice and strengthens his ability to frame legal arguments for maximum impact at every stage of litigation. Prior to attending law school, Andrew was a teacher at Loyola High School of Los Angeles, where he also coached football and basketball.
Andrew has served on the boards of directors of the Orange County Federal Bar Association, the Orange County chapter of the Association of Business Trial Lawyers, the Public Law Center, Community Legal Aid SoCal, and Human Options, a nonprofit dedicated to stopping the cycle of domestic violence. He is also active in pro bono work.
Concentrations
- Securities class actions
- Shareholder derivative litigation
- Mergers and acquisitions litigation
- Battles for corporate control
- Other complex, high-exposure litigation
主要执业方向
主要执业经验
- Secured complete defense verdict for NextGen Healthcare in first holder’s claim to be tried to a jury in 86 years. Jury rejected former director’s claim for $450 million, finding that the company did not make any misleading statements or omissions in financial results and forward-looking guidance. (Orange Cty. Sup. Ct. 2021).°
- Won arbitrator’s award (1) rejecting former executive’s contract and fraud claims arising out of a private company’s redemption of phantom option rights and (2) granting the company the right to recover costs incurred in the arbitration. (JAMS Arbitration 2025).°
- Negotiated settlement of securities class action lawsuit filed against Lifecore Biomedical prior to ruling on initial motion to dismiss (U.S. Dist. Ct. for D. Minn 2026).°
- Secured summary judgment ruling in favor of chairman of public company audit committee in adversary fraud action arising from bankruptcy proceedings (U.S. Dist. Ct. for D. Del. 2024).°
- Won dismissals with prejudice of securities class action claims and shareholder derivative suits filed against technology infrastructure ecosystem corporation. After a majority of securities class action claims were dismissed on a motion to dismiss, the remaining claims were dismissed on motion for judgment on the pleadings before the completion of discovery. Shareholder derivative claims dismissed on motion to dismiss. Plaintiffs in both cases waived appeal rights in exchange for defendants agreement not to pursue attorneys’ fee award.°
- Represented former public company CEO in securities fraud class action and derivative matters arising out of a stock price drop precipitated by a short-seller blog. CEO dismissed from litigation upon settlement of claims against company.°
- Secured voluntary dismissal of claims against director of privately held casino in dispute amongst board members stemming from allegations of improper director conduct.°
- Represented Quality Systems, Inc. (now NextGen Healthcare) in resolving securities fraud class action in the U.S. District Court for the Central District of California (2018).°
- Won dismissal of securities fraud case seeking to block $750 million sale of semiconductor manufacturer IXYS to Littelfuse. Sanchez v. IXYS Corp. (N.D. Cal. Oct. 2, 2018).°
- Won dismissal with prejudice of shareholder derivative actions on the basis of demand futility, on behalf of Quality Systems, Inc. (now NextGen Healthcare), Foss v. Barbarosh (C.D. Cal. 2018).°
- Won motion for expedition on behalf of software developer in connection with its defense against former CEO’s proxy contest for control of board.°
- Represented the officers and directors of Questcor in a securities fraud class action and shareholder derivative suits alleging breach of fiduciary duty (2015).°
- Secured dismissal of a securities fraud class action against Alphatec and secured affirmance by the 9th Circuit. The Daily Journal named this a “Top Defense Verdict of 2013” (2015).°
- Represented pharmaceuticals company in obtaining voluntary dismissal, without payment to plaintiffs, of litigation challenging $6.4 billion merger.°
- Negotiated resolution of claims filed against Guidance Software in litigation arising out of $240 million sale to OpenText (C.D. Cal.) July 2017.°
- Negotiated resolution of claims filed against data center company in litigation arising out of $7.8 billion acquisition.°
- Represented Medicis Pharmaceutical and its board of directors in litigation seeking to enjoin a $2.6 billion merger (2014).°
- Represented Questcor Pharmaceuticals in litigation arising out of $5.6 billion sale to Mallinckrodt (Orange Cty. Sup. Ct.) Apr. 2014.°
- Defeated multiple motions and renewed motions for expedited discovery in two jurisdictions on behalf of Special Committee during pendency of go shop following announcement of management buyout of software provider, Quest Software, permitting a $2.4 billion topping bid by Dell. In re Quest Software, Inc. Shareholders Litigation (Del. Chancery Ct.; Orange Cty. Sup. Ct. 2012).°
- Represented Realty Income in litigation arising out of $2.9 billion acquisition of American Realty Capital Trust (New York Sup. Ct.; D. Md.; Baltimore Circuit Ct.) Sept. 2012.°
°The above representations were handled by Mr. Gray prior to his joining Greenberg Traurig, LLP.
荣誉和领导力
- Top 40 Under 40, Daily Journal, 2018
- Recipient, Daily Journal, “California Lawyer Attorneys of the Year (“CLAY”) Award,” 2020
- Past President and Board Member, Association of Business Trial Lawyers, Orange County Chapter, 2019-2025
- Past President and Board Member, Human Options, 2013-2025
- Board Member, Orange County Federal Bar Association, 2016-2022
- Board Member, Community Legal Aid SoCal, 2020-2023
- Board Member, Public Law Center, 2021-2023
资历
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J.D., summa cum laude, Washington University in St. Louis School of Law
- Chief Notes Editor, Washington University Law Review
- Order of the Coif
- Webster Society Scholar
- M.A., Loyola Marymount University
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B.A., magna cum laude, University of Southern California
- Phi Beta Kappa
- Trustee’s Scholar
- 美国联邦第九巡回上诉法院, 2008-2009
- 加利福尼亚州