Gustavo F. Bruckner

Gustavo F. Bruckner

Attorney Profile

Top Rated Securities Litigation Attorney in New York, NY

Pomerantz LLP
 | 600 Third Avenue, 20th Floor
New York, NY 10016
Phone: 212-661-1100
Fax: 917-463-1044
Selected To Super Lawyers: 2016 - 2020
Licensed Since: 1993
Practice Areas:
  • Securities Litigation
    Attorney Profile

    Gustavo F. Bruckner heads Pomerantz’s Corporate Governance practice area, which enforces shareholder rights and prosecutes litigation challenging corporate actions that harm shareholders. Under Gustavo’s leadership, the Corporate Governance group has achieved numerous noteworthy litigation successes. He has been quoted frequently by BloombergLaw360The New York Times, and Reuters, and was honored from 2016 through 2019 by Super Lawyers® as a “Top-Rated Securities Litigation Attorney,” a recognition bestowed on no more than 5% of eligible attorneys in the New York Metro area. Gustavo regularly appears in state and federal courts across the nation.

    He has been quoted on corporate governance issues in The Wall Street Journal, Bloomberg and The New York Times, and has presented at the prestigious Institute for Law and Economic Policy conference.

    Mr. Bruckner is a fierce advocate of aggressive corporate clawback policies that allow companies to recover damages from officers and directors for reputational and financial harm.  Most recently, in McIntosh vs Keizer, et al., Docket No. 2018-0386 (Del. Ch.), Pomerantz filed a derivative suit on behalf of Hertz Global Holdings, Inc. shareholders, seeking to compel the Hertz board of directors to claw back millions of dollars in unearned and undeserved payments that the Company made to former officers and directors who significantly damaged Hertz through years of wrongdoing and misconduct.  Under pressure from plaintiff’s ligation efforts, the Hertz board of directed elected to take unprecedented action and mooted plaintiff’s claims, initiating litigation to recover tens of millions of dollars in incentive compensation and more than $200 million in damages from culpable former Hertz executives. 

    Pomerantz through initiation and prosecution of a shareholder derivative action, forced the Hertz board to seek clawback from former officers and directors of the company, unjustly enriched after causing the Company to file inaccurate and false financial statements leading to a $235 million restatement and $16 million fee to the SEC.

    In September 2017, Gustavo’s Corporate Governance team achieved a settlement in New Jersey Superior Court that provided non-pecuniary benefits for a non-opt out class. In approving the settlement, Judge Julio Mendez, of Cape May County Chancery Division, became the first New Jersey state court judge to formally adopt the Third Circuit’s nine-part Girsh factors, Girsh v. Jepson, 521 F.2d 153 (3d Cir. 1975).  Never before has there been a published New Jersey state court opinion setting out the factors a court must consider in evaluating whether a class action settlement should be determined to be fair and adequate.

    Gustavo successfully argued Strougo v. Hollander, C.A. No. 9770-CB (Del. Ch. 2015), obtaining a landmark ruling in Delaware that bylaws adopted after shareholders are cashed out do not apply to shareholders affected by the transaction. In the process, Gustavo and the Corporate Governance team beat back a fee-shifting bylaw and were able to obtain a 25% price increase for members of the class cashed out in the “going private” transaction. Shortly thereafter, the Delaware Legislature adopted legislation to ban fee-shifting bylaws.

    In Stein v. DeBoer (Or. Cir. Ct. 2017), Gustavo and the Corporate Governance group achieved a settlement that provides significant corporate governance therapeutics on behalf of shareholders of Lithia Motors, Inc. The company’s board had approved, without meaningful review, the Transition Agreement between the company and Sidney DeBoer, its founder, controlling shareholder, CEO, and Chairman, who was stepping down as CEO. DeBoer and his son, the current CEO, negotiated virtually all the material terms of the Agreement, by which the company agreed to pay the senior DeBoer $1,060,000 and a $42,000 car allowance annually for the rest of his life, plus other benefits, in addition to the $200,000 per year that he would receive for continuing to serve as Chairman.

    In Miller v. Bolduc, No. SUCV 2015-00807 (Mass. Sup. Ct. 2015), Gustavo and the Corporate Governance group, by initiating litigation, caused Implant Sciences to hold its first shareholder annual meeting in 5 years and to place an important compensation grant up for a shareholder vote.

    In Strougo v. North State Bancorp, No. 15 CVS 14696 (N.C. Super. Ct. 2015), Gustavo and the Corporate Governance team caused the North State Bancorp merger agreement to be amended to provide a “majority of the minority” provision for common shareholders in connection with the shareholder vote on the merger. As a result of the action, common shareholders had the ability to stop the merger if they did not wish it to go forward.

    In Hallandale Beach Police Officers and Firefighters’ Personnel Retirement Fund vs. Lululemon athletica, Inc., C.A. No. 8522-VCP (Del. Ch. 2014), in an issue of first impression in Delaware, Gustavo successfully argued for the production of the company chairman’s Rule 10b5-1 stock trading plan. The court found that a stock trading plan established by the company's chairman, pursuant to which a broker, rather than the chairman himself, would liquidate a portion of the chairman's stock in the company, did not preclude potential liability for insider trading.

    Gustavo was Co-Lead Counsel in In re Great Wolf Resorts, Inc. Shareholders Litigation, C.A. No. 7328-VCN (Del. Ch. 2012), obtaining the elimination of stand-still provisions that allowed third parties to bid for Great Wolf Resorts, Inc., resulting in the emergence of a third-party bidder and approximately $94 million (57%) in additional merger consideration for Great Wolf shareholders.

    Gustavo received his law degree in 1992 from the Benjamin N. Cardozo School of Law, where he served as an editor of the Moot Court Board and on the Student Council. Upon graduation, he received the award for outstanding student service.

    After graduating law school, Gustavo served as Chief-of-Staff to a New York City legislator.

    Gustavo is a Mentor and Coach to the NYU Stern School of Business, Berkley Center for Entrepreneurial Studies, New Venture Competition. He was a University Scholar at NYU where he obtained a B.S. in Marketing and International Business in 1988 and an MBA in Finance and International Business in 1989.

    Gustavo is a Trustee and the Treasurer of the Beit Rabban Day School, and an arbitrator in the Civil Court of the City of New York.

    Gustavo is licensed to practice in New York and New Jersey and is admitted to practice before the United States District Court for the Eastern, Northern, and Southern Districts of New York, the United States District Court for the District of New Jersey, United States Court of Appeals for the Second and Seventh Circuits, and the United States Supreme Court.

    About Gustavo Bruckner

    Admitted: 1993, New York

    Professional Webpage: http://pomerantzlawfirm.com/gustavo-bruckner

    Honors/Awards:

    •  , Law Dragon, Law Dragon, 2020

    Bar/Professional Activity:

    • U.S. District Courts for the Eastern District of New York and New Jersey
    • U.S. Court of Appeals for the Seventh Circuit
    • State of New Jersey
    • U.S. Court of Appeals for the Second Circuit
    • State of New York
    • U.S. District Courts for the Southern District of New York and New Jersey
    • U.S. Supreme Court

    Verdicts/Settlements:

    • First Aviation Services Inc., 2016
    • Cadence Pharmaceuticals, Inc., 2015
    • In Miller v. Bolduc, SUCV 2015-00807 (Mass. Sup. Ct. 2015). Mr. Bruckner and the Corporate Governance group, by initiating litigation, caused Implant Sciences to hold its first shareholder annual meeting in 5 years and to place an important compensation grant up for a shareholder vote., 2015
    • In re Great Wolf Resorts, Inc. Shareholders Litigation, No. C.A. 7328-VCN (Del. Ch. 2012).Mr. Bruckner was co-lead counsel in obtaining the elimination of stand-still provisions that allowed third parties to bid for Great Wolf Resorts, Inc., resulting in the emergence of a third-party bidder and approximately $94 million (57%) in additional merger consideration for Great Wolf shareholders.
    • MAKO Surgerical Corporation, 2016
    • In Stein v. DeBoer; Jessos derivatively on behalf of Lithia Motors, Inc. v. DeBoer (Or. Cir. 2017). Mr. Bruckner and the Corporate Governance group achieved a settlement that provides significant corporate governance therapeutics on behalf of shareholders of the company. Lithia Motors’ board had approved, without meaningful review, the Transition Agreement between the company and Sidney DeBoer, its founder, controlling shareholder, CEO, and Chairman, who was stepping down as CEO. DeBoer and his son, the current CEO, negotiated virtually all the material terms of the Agreement, by which the company agreed to pay the senior DeBoer $1,060,000 and a $42,000 car allowance annually for the rest of his life, plus other benefits, in addition to the $200,000 per year that he would receive for continuing to serve as Chairman., 2017
    • In Re American Capital, Ltd. Shareholder Litigation., C.A. No. 422598-V (2018), the Maryland Circuit Court, Montgomery County, approved a $17.5 million settlement that plaintiffs achieved as additional consideration on behalf of a class of shareholders of American Capital, Ltd. The settlement resolved Plaintiffs’ claims regarding a forced sale of American Capital. , 2018
    • In Hallandale Beach Police Officers and Firefighters’ Personnel Retirement Fund vs. lululemon athletica, Inc., C.A. No. 8522-VCP (Del. Ch. Ct. 2014). Mr. Bruckner successfully argued for the production of the company chairman’s Rule 10b5-1 stock trading plan. The court found that a stock trading plan established by the company's chairman, pursuant to which a broker, rather than the chairman himself, would liquidate a portion of the chairman's stock in the company, did not preclude potential liability for insider trading.  , 2014
    • In re: Physicians Formula Holdings Inc., C.A. No. 7794-VCL (Del. Ch. Ct.). In January 2017, the Group received approval of the Delaware Chancery Court for a $5.6 million settlement it achieved on behalf of a class of shareholders of Physicians Formula Holdings Inc. over an ignored merger offer in 2012. , 2017
    • Ocean Shore Holding Company  Mr. Bruckner’s Corporate Governance team achieved a settlement in New Jersey Superior Court that provided non-pecuniary benefits for the non-opt out class in litigation against Ocean Shore Holding Co. In approving the settlement, Judge Julio Mendez, of Cape May County Chancery Division, became the first New Jersey state court judge to formally adopt the Third Circuit’s nine-part Girsh factors [Girsh v. Jepson, 521 F.2d 153 (3d Cir. 1975)]. Never before has there been a published New Jersey state court opinion setting out the factors a court must consider in evaluating whether a class action settlement should be determined to be fair and adequate.
    • In Strougo v. North State Bancorp, 15 CVS 14696 (N.C. Super. Ct. 2015). Mr. Bruckner and the Corporate Governance team caused the North State Bancorp merger agreement to be amended to provide a “majority of the minority” provision for common shareholders in connection with the shareholder vote on the merger. As a result of the action, common shareholders had the ability to stop the merger if they did not wish it to go forward., 2015
    • Strougo v. Hollander, C.A., No. 9770-CB (Del. Ch. Ct. 2015) Mr. Bruckner successfully argued, obtaining a landmark ruling in Delaware that bylaws adopted after shareholders are cashed out do not apply to shareholders affected by the transaction. In the process, Mr. Bruckner and the Corporate Governance team beat back a fee-shifting bylaw and were able to obtain a 25% price increase for members of the class cashed out in the “going private” transaction. Shortly thereafter, the Delaware Legislature adopted legislation to ban fee-shifting bylaws., 2015

    Educational Background:

    • MBA, NYU STERN BUSINESS SCHOOL, 1989
    • Benjamin N. Cardozo School of Law

    Industry Groups

    • Corporate Governance/Shareholder LItigation
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    Office Location for Gustavo F. Bruckner

    600 Third Avenue
    20th Floor
    New York, NY 10016

    Gustavo F. Bruckner:

    Last Updated: 7/30/2020

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