Max Gitter

Max Gitter has been lauded as “one of the top courtroom litigators in the USA” (Chambers USA, 2005).

He has been recognized as a “talented cross-examiner” (Chambers USA, 2007) and a “strong advocate with great judgment” praised for the quality of his appellate expertise (Chambers USA, 2006), as well as a litigator “with enormous breadth of experience” (Chambers USA, 2008) and “highly regarded by peers” (Chambers USA, 2009). Best Lawyers included Max in its 2013 edition of The Best Lawyers in America, making him one of a distinguished group to receive this honor for at least 15 consecutive years. He has also been commended in Benchmark Litigation: The Definitive Guide to America’s Leading Litigation Firms and Attorneys, the Guide to the World’s Leading Litigation Lawyers, Who’s Who in American Law, Who’s Who in America, New York Super Lawyers and other peer-reviewed compilations of leading lawyers. He taught an advanced seminar at Yale Law School on securities litigation and corporate control contests and has lectured before audiences of practicing lawyers on Sarbanes-Oxley and other aspects of the federal securities laws, officers and directors liability, going private transactions and other topics.

Judicial Appointments as Special Master: Since 2007, Max has served continuously as a Special Master under appointment by the New York Supreme Court Appellate Division, First Department. In that role, Max has had substantial experience, and success, as a mediator in cases brought before that court. In the Fall of 2010, and in the Spring of 2013, the Hon. Lewis A. Kaplan, United States District Judge in the Southern District of New York, appointed Max as a Special Master to supervise discovery in proceedings first under Section 1782 of the Judicial Code brought by Chevron Corporation in connection with environmental litigation pending in Ecuador and in connection with an arbitration pending in the Hague, and then in the civil action brought by Chevron in the Southern District against several Ecuadorian and U.S. parties.

Securities and Derivatives Litigation: Max has handled over a hundred federal securities law cases, on behalf of defendants, plaintiffs, sellers, purchasers, issuers, underwriters, corporate officers, directors, lawyers, and substantially every other kind of participant in the securities markets. His cases have involved nearly every provision of the federal securities laws, including those dealing with fraud, disclosure, insider trading, manipulation, proxy statements, short-swing profits, investments companies, tender offers, and controlling persons. Among his notable cases: In re Rockefeller Center Properties Inc. Securities Litigation, 311 F.3d 198 (3d Cir. 2002) (precedential decision under the Private Securities Litigation Reform Act affirming dismissal of multiple class action complaints); Morgan Guaranty v. SK Securities (S.D.N.Y. 1998-99) (representing defendant/counterclaimant in largest derivatives fraud litigation ever brought); Wilson v. Forest Laboratories (S.D.N.Y. 1996) (dismissal of federal securities class action after trial); Kramer v. Time Warner, 937 F.2d 767 (2d Cir. 1991) (establishing new law facilitating dismissal of securities fraud claims at the pleading stage); United States v. GAF Corp., 928 F.2d 1253 (2d Cir. 1991) (reversing criminal conviction for alleged stock manipulation); Zissu v. Bear Stearns, 805 F.2d 75 (2d Cir. 1986) (affirming verdict dismissing securities fraud complaint, rendered after three-week jury trial, as well as post-trial judgment awarding Bear Stearns its attorneys’ fees).

Max represented Goldman Sachs in all of its Enron-related litigations, and in a number of other securities cases and investigations; and underwriters (including Citigroup, Goldman Sachs, Lehman Brothers, and Merrill Lynch) in diverse securities class actions.

SEC and Other Regulatory Investigations and Proceedings: Max has had substantial experience (and success) in SEC investigations, representing major corporations (on issues of fraud, nondisclosures, “sensitive payments,” officer compensation, and others); corporate officers and directors (on issues of fraud, insider trading, and others); a broker-dealer in government securities; an accountant suspected of insider trading; a lawyer alleged to have been involved in a penny stock scheme; and a foreign subsidiary of a major U.S. financial institution in connection with an insider trading investigation. He also has successfully represented corporations, corporate officers, and registered representatives in proceedings or investigations by the United States Department of Justice, the New York State Attorney General, the New York Stock Exchange, and the National Association of Securities Dealers.

Corporate Governance: Max has litigated dozens of cases involving corporate or partnership governance, including cases alleging fraud, waste, mismanagement, breach of fiduciary duty, or theft of corporate opportunities. He has counseled the directors or officers, or special board committees, of numerous public and private companies, including Time Warner, Triarc Companies, Bear Stearns, Harrah’s, Carl Marks & Co., British Telecom, GAF Corporation, and Starwood Hotels.

Corporate Control Litigation: Max has represented targets, bidders, proxy-contest participants, and others in litigations arising out of every variety of changes in corporate control. Among his clients: British Telecom, in multiple litigations (all concluded without liability to BT) arising out of the contest for control of MCI; Dan River Inc., in a hostile bid by a Hong Kong textile company that was withdrawn after a court decision establishing a target’s standing to sue under §13(d) of the Williams Act; Dan River, in a tender offer by Carl Icahn (concluded by a management LBO); Samuel J. Heyman, in his successful proxy contest against prior management of GAF Corp.; GAF Corp., in its tender offer for Union Carbide (concluded by Union Carbide’s recapitalization, resulting in a large profit for GAF); Warner Communications Inc., in its successful defense against a takeover attempt by Rupert Murdoch; Air Wisconsin, in its successful defense against a takeover by American Airlines; and Triangle Industries, successfully handling the litigations and investigations arising out of the acquisition by Pechiney Industries.

Max represented PeopleSoft in the litigations arising out of the highly publicized tender offer and proxy contest by Oracle, and has advised Triarc Companies on acquisitions of public companies.

Other Complex Corporate Litigations and Arbitrations: Max has represented major, nationally-known law firms and lawyers in alleged malpractice and other types of cases. He has represented government officials and government agencies in constitutional and other litigations. Max has successfully represented major Korean, Japanese and domestic corporations and institutions in international arbitrations under the auspices of the ICC, LCIA and AAA.

He has appeared in courts in 15 states and before numerous arbitral or regulatory panels in the U.S. and Europe. From 1969 to 1976 he was an associate, and from 1977 to 1999 a partner in Paul, Weiss, Rifkind, Wharton & Garrison. Max joined Cleary Gottlieb as a partner in 1999 and became senior counsel in 2010. He served (by appointment of Mayor Edward I. Koch) as Special Counsel to the Mayor to Investigate the Office of the Chief Medical Examiner. Among his many other pro bono activities, Max was appointed (in July, 2013) Chairman of the Economic Development Advisory Committee of New Lebanon, New York. He has published in a variety of legal and non-legal periodicals including The Yale Law Journal and The New Republic. May spent the 1968-69 academic year teaching at the University of Chicago Law School. He was born in Samarkand, Uzbekistan, in 1943 and emigrated to the United States with his parents in 1950.