Andrew R. Gray represents companies, financial institutions, boards of directors, and individuals in complex commercial litigation including securities class action lawsuits, corporate control and merger disputes, government investigation and enforcement actions, and other complex matters.

Mr. Gray represents industry-leading companies, officers, directors, professional service organizations, and financial institutions in connection with:

  • Securities class actions
  • Shareholder derivative litigation
  • Fraud allegations
  • Mergers and acquisitions litigation
  • Battles for corporate control
  • Government enforcement actions
  • Internal investigations
  • Other complex, high-exposure litigation

Mr. Gray has helped numerous clients achieve highly favorable jury verdicts, as well as dismissals at the motion to dismiss and summary judgment stages, including multiple victories for clients in the technology and software industries.

Mr. Gray previously served as a clerk to Judge Kim Wardlaw on the United States Court of Appeals for the Ninth Circuit. Prior to attending law school, Mr. Gray was a teacher at Loyola High School of Los Angeles where he also coached football and basketball.

Mr. Gray is the former Chair of the Litigation & Trial Department in Orange County, has served on the firm's Associates Committee and Pro Bono Committee, and he participates in the firm's pro bono program. He is on the Boards of Directors of the Orange County Federal Bar Association, the Orange County chapter of the Association of Business Trial Lawyers, Community Legal Aid SoCal, and Human Options, a non-profit dedicated to stopping the cycle of domestic violence.

Recent Securities Litigation, M&A, and Corporate Control Representations

  • 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 US$450, 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 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.
  • Successfully represented Wal-Mart Stores, Inc. in securities fraud class action in US District Court for the Western District of Arkansas. Plaintiffs claimed that Wal-Mart and its subsidiary improperly failed to disclose alleged bribery activities in Mexico.
  • Successfully 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.
  • Successfully represented Quality Systems, Inc. (now NextGen Healthcare) in resolving securities fraud class action in the US District Court for the Central District of California (2018).
  • Won dismissal of securities fraud case seeking to block US$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.
  • Successfully 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). 

Additional Representative Matters

  • Represented pharmaceuticals company in obtaining voluntary dismissal, without payment to plaintiffs, of litigation challenging US$6.4 billion merger.
  • Successfully negotiated resolution of claims filed against Guidance Software in litigation arising out of US$240 million sale to OpenText (C.D. Cal.) July 2017.
  • Successfully negotiated resolution of claims filed against data center company in litigation arising out of US$7.8 billion acquisition.
  • Successfully represented Medicis Pharmaceutical and its board of directors in litigation seeking to enjoin a US$2.6 billion merger (2014).
  • Successfully represented Questcor Pharmaceuticals in litigation arising out of US$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 US$2.4 billion topping bid by Dell. In re Quest Software, Inc. Shareholders Litigation (Del. Chancery Ct.; Orange Cty. Sup. Ct. 2012).
  • Successfully represented Realty Income in litigation arising out of US$2.9 billion acquisition of American Realty Capital Trust (New York Sup. Ct.; D. Md.; Baltimore Circuit Ct.) Sept. 2012.

Thought Leadership

  • "Taking a Second Look at the Corporate Benefit Doctrine"
  • "Delaware Court of Chancery Holds Forum Selection Bylaws Valid and Enforceable"
  • "Another Day, Another Forum: Strategies For Litigating Stockholder Class Actions and Derivative Suits in Multiple Forums"
  • "Green Building Projects: The Growing Trend Brings Both Opportunities and Potential Liability Risks"
  • “Drowning in a Sea of Confusion: Applying the Economic Loss Doctrine to Component Parts, Service Contracts and Fraud,” 84 Washington University Law Review 1513 (2006)

Bar Qualification

  • California


  • JD, Washington University in St. Louis School of Law, 2007
    Chief Notes Editor, Washington University Law Review, Order of the Coif, Webster Society Scholar
  • MA, Loyola Marymount University, 2004
  • BA, University of Southern California, 2001
    magna cum laude, Phi Beta Kappa, Trustee's Scholar