Andrew W. Gross

Los Angeles Office



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  • Boalt Hall School of Law (J.D., 1988, Order of the Coif)
  • University of California, Berkley (B.A., 1983, summa cum laude)

Andrew Gross is a corporate partner at Russ August & Kabat. Mr. Gross has experience in a wide range of corporate and securities matters representing both private and public companies, including mergers and acquisitions, private and public finance, public company reporting, corporate governance, Sarbanes-Oxley compliance, tender offers, proxy contests and general contract and employment-related matters.

Prior to joining Russ August & Kabat Mr. Gross was Senior Vice President and General Counsel of Sunstone Hotel Investors, Inc., a New York Stock Exchange-traded real estate investment trust. In his capacity as Sunstone’s senior legal officer, Mr. Gross worked closely with the Chief Executive Officer, Chief Financial Officer and other senior executives on major and day-to-day business and legal matters, including acquisitions, dispositions, financings and public reporting obligations.

Prior to that, Mr. Gross was a partner at Irell & Manella LLP from 1996 to 2006, where he was a member of the Corporate Securities Workgroup. Previously, he was an associate in the Corporate Securities Workgroup from 1990 to 1995.

Mr. Gross has been recognized multiple times as a Southern California Super Lawyer by the publishers of Los Angeles Magazine.

Representative matters for Mr. Gross include:

  • Representation of public semiconductor company in multiple acquisitions of private companies;
  • Representation of public company in privately-negotiated debt and preferred stock restructuring;
  • Representation of private investment vehicle for a Fortune 100 individual in multiple PIPES transactions;
  • Representation of private health-related company in multiple equity financing rounds;
  • Representation of institutional investors in private debt offerings and restructurings;
  • Representation of leveraged buy-out fund and its portfolio companies in all phases of leveraged acquisitions, including M&A matters and related bank and public financings;
  • Representation of public companies in Rule 144A debt financing transactions;
  • Representation of public companies in connection with reporting obligations under the Securities Exchange Act of 1934;
  • Representation of acquirors in negotiated tender offers; and
  • Representation of dissident stockholders and target companies in connection with hostile proxy contests and unsolicited acquisition proposals.

Mr. Gross received his J.D. in 1988 from Boalt Hall School of Law at the University of California, Berkeley, where he received the Order of the Coif and other academic awards. He received his B.A. with Highest Distinction in Economics in 1983 from the University of California, Berkeley, where he was also Phi Beta Kappa. In addition, Mr. Gross served as a law clerk from 1988 to 1989 for the Honorable Stephen A. Reinhardt on the United States Court of Appeals for the Ninth Circuit.

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