Andrew N. Goldfarb

Email | 202.778.1822

Andrew N. Goldfarb is an experienced litigator whose practice focuses on food and drug law as well as plaintiff- and defense-side complex civil litigation. Prior to joining Zuckerman Spaeder, Mr. Goldfarb was a trial attorney for six years in U.S. Department of Justice.

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  • Promises Made, Promises Enforced: D&O Advancement Rights Vindicated Again (This Time in Ohio)

    | Andrew N. Goldfarb

    This post deals with two related protections that state laws and companies provide for directors and officers—indemnification and advancement. Corporations usually commit to indemnify officers and directors (and sometimes employees) when, because of their connection to the company, they are pulled into legal proceedings. Corporation also usually agree to advancement - paying legal fees and costs in advance of a final determination about the individual’s right to indemnification - so that officers and directors don’t have to foot the legal bills themselves while such a matter is going on. 

  • The Safety Net of Delaware

    | Andrew N. Goldfarb

    Companies want to attract talented leadership, and protections for officers and directors against lawsuits can be part of the total package.

    This is one reason why many businesses incorporate in Delaware—Delaware law provides significant assistance to officers and directors who are named in legal proceedings connected to their corporate role. Delaware courts don’t hesitate to uphold this protection when circumstances warrant. And in Horne v. OptimisCorp, the Delaware courts again vindicated an officer’s broad rights to indemnification under Delaware law.

  • From New York and Delaware Courts, a Double Blow of Bad News for Sergey Aleynikov

    | Andrew N. Goldfarb

    Sergey Aleynikov, a former computer programmer at Goldman, Sachs & Co., has been on a legal roller coaster for the past few years. In the span of few days, that roller coaster plummeted steeply—twice.

    First, on January 20, 2017, the Delaware Supreme Court affirmed a trial court decision that Aleynikov could not recover advancement and indemnification for the legal expenses he is incurring in defending himself against counterclaims brought by two Goldman Sachs entities in New Jersey federal court.

    Then, on January 24, a New York appellate court reinstated a jury verdict finding Aleynikov guilty of misappropriating computer code from Goldman. 

  • Can an Employer Back out of a Promise to Provide Advancement by Claiming That the Employee Committed Fraud?

    | Andrew N. Goldfarb

    Numerous decisions from the Delaware courts establish that a company cannot abandon its promise to advance legal fees and expenses when the covered director, officer, or employee properly invokes it.

    The Delaware Supreme Court recently issued yet another decision upholding this principle, ruling in Trascent Management Consulting, LLC v. Bouri that an employer could not escape its promise to provide advancement by claiming that it was induced to provide the promise by the employee’s fraud.

  • Suits by Suits Named to Blawg 100

    | Andrew N. Goldfarb and Jason M. Knott

    Well, we made it!

    In the 10th annual Blawg 100, ABA Journal named Suits by Suits among “the 100 most compelling” blogs in the legal market. We’re thrilled to be recognized and listed alongside some great writers, blogs, and firms.

    From ABA Journal:

    Every year since 2007, we ABA Journal staffers have assembled a list of our 100 favorite legal blogs for the December issue. Here, you can scroll down to peruse our selections from every past year as well as this one. Some blogs listed over the years are still thriving after a decade or more, while others went dark long ago. And of course, many excellent blogs are absent from later lists only because they’ve been retired to our Blawg 100 Hall of Fame….

    Suits by Suits

    NEW: Lawyer-bloggers from Zuckerman Spaeder cover disputes between companies and their executives—often in the context of criminal investigations into possible corporate wrongdoing. Can a “suit” be fired for taking the Fifth or otherwise not cooperating with an investigation? If your client is accused of misappropriating trade secrets and his or her computer is seized, what recourse is there? If former company directors or officers face legal claims, can they demand the company advance legal fees?

    Thanks to our readers for your support. We hope you find Suits by Suits informative and insightful, and we’re looking forward to another year of writing and posting in 2017.

    Check out the complete Blawg 100 list.

  • A Bitter Pill for Ex-Rite Aid GC: Delaware Court Finds His 2015 Suit for Indemnification Untimely

    | Andrew N. Goldfarb

    Remember 2002? That year, A Beautiful Mind won best picture, and the University of Maryland won the NCAA basketball tournament. It is also the year that Rite Aid and its former General Counsel, Franklin Brown, began litigating over Brown’s indemnification rights. They are still fighting, which brings us to Brown v. Rite Aid Corp., CA No. 11596-VCL, the latest chapter in the 14-year-long dispute.

    The Delaware Chancery Court is generally a forgiving forum for an director or officer seeking to vindicate indemnification or advancement rights conferred by a Delaware company. But there are limits, and a recent decision by the Chancery Court in the Brown case concerned one such limit: a claim for indemnification must be brought within three years of final disposition of the proceeding that triggered the indemnification demand.

  • Last Chance to Nominate Suits by Suits for the ABA Blawg 100!

    | Andrew N. Goldfarb and Jason M. Knott

    Every year, the ABA Journal selects 100 of the best law blogs. It is currently accepting nominations for the 10th annual version of this list. If you enjoy reading Suits by Suits, we hope that you’ll take a few moments to nominate us.

    All you have to do is click on this link and answer a handful of questions (including providing our URL, It’s easy.

    Nominations are due no later than 11:59 p.m. CT on Aug. 7, 2016.

    We hope you’ll consider nominating Suits by Suits. But regardless, thanks for reading.

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Andrew N. Goldfarb
Email | 202.778.1822