Andrea’s transactional practice spans the health and life sciences space, including physician practice management (PPM) networks, ambulatory surgery centers (ASCs), health system restructurings, health tech, pharm tech, and payor services. Andrea routinely provides counsel on high-stakes deal elements, ensuring that investments are insulated against scrutiny under the Stark Law, the Anti-Kickback Statute (AKS), fee-splitting laws, corporate practice of medicine (CPOM) doctrines, licensing regulations, and federal and commercial payor parameters.  

While in law school, Andrea served as the symposium editor for the University of Miami Law Review.

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Harrison also maintains an active pro bono practice representing parents and minors in custody-related disputes.

Before joining the firm, Harrison worked for the Honorable Donald F. Parsons, Jr. of the Delaware Court of Chancery. While in law school, he served as a judicial extern for the Hon. Thomas L. Ambro of the US Court of Appeals for the Third Circuit.

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• Successfully represented cryptocurrency firm in connection with contest for control involving founders
• Successfully represented family office in connection with contest for corporate books and records
• Successfully represented director of biotech company in connection with books and records claims related to strategic transaction involving the company’s majority stockholder
• Successfully represented private equity investor in connection with breach of fiduciary duty claims against majority stockholder of telehealth company
• Represented cryptocurrency mining development company in obtaining voluntary dismissal of investor claims
• Successfully represented medical real estate company in connection with advancement dispute involving officer
• Successfully represented former directors and officers of commercial-stage medical device company in obtaining voluntary dismissal of post-bankruptcy breach of fiduciary duty claims
• Obtained dismissal of action asserting direct and class claims for a breach of fiduciary duty relating to asset sale against directors of company specializing in mobile enterprise solutions*
• Obtained favorable post-trial ruling on issue of first impression under new Section 205 of the Delaware General Corporation Law on behalf of founder of biopharmaceutical company*
• Obtained summary judgment in contest for corporate control of a high-frequency trading firm*
• Obtained dismissal of aiding and abetting claim asserted against investment bank in M&A-related fiduciary duty class action*
• Successfully represented biotech company and private equity firm in obtaining dismissal of an action involving issue of first impression regarding the scope of the forum non conveniens doctrine*
• Represented full-service investment firm in an action to rescind investment placed with laboratory services company*

*Matter handled prior to joining the firm.

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• Advising a development consultancy regarding ICC arbitration proceedings against an East African state
• Advised a Korean EPC contractor in connection with a multi-million pound claim relating to the construction of a combined-cycle power plant in Ghana. Advising on arbitration claims under the EAR policy and contractual disputes*
• Advised a family office in a claim arising out of an aborted off market structured shares investment through offshore vehicles involving issues arising under a professional indemnity insurance policy*
• Advised a listed hedge fund in relation to claims arising from the transition of its positions from one prime broker to another
• Advised Hydro Aluminium in a major LCIA arbitration involving allegations of fraud and parties from Russia and Tajikistan which became entangled in one of the biggest Commercial Court cases of the era. Following its successful conclusion, political risk insurers were successfully pursued through a further LCIA arbitration*
• Advised an English company in a joint venture dispute involving the Republic of Zambia arising out of a mining concession in Africa*
• Advised a Dubai-based broker of financing for African telecoms deals in two LCIA arbitrations against a Chinese telecommunications company*
• Advised the Bank of Scotland and the Bank of Tokyo-Mitsubishi in US$90m SIAC arbitration and related court proceedings in India and Singapore. The case concerned loans to a Greek shipping group and shipbuilding contracts*
• Advised Britannia Bulk Plc (in liquidation) in proceedings before both the High Court and the Court of Appeal with respect to derivatives positions*
• Acted for an investor into the solar business in an Energy Charter Treaty claim against Italy*

*Matter handled prior to joining

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Ben frequently serves as special Delaware counsel in connection with mergers and acquisitions, private placements and public offerings involving Delaware corporations and alternative entities. He routinely counsels clients worldwide with respect to transactions and issues under Delaware law. Ben has lectured extensively to foreign lawyers and regulators on Delaware corporate and alternative entity laws.

Ben also serves as business counsel to both US and foreign companies doing business in the United States, including multinational companies and numerous high-tech startups.

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• Philadelphia-Israel Chamber of Commerce, director and past president
• Union Internationale des Avocats (UIA), member

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In addition to his trial work, Ethan works on appellate matters throughout the country, including the US Supreme Court, where he has filed numerous briefs and petitions.

Ethan also maintains a strong pro bono practice, representing individuals in several different courts of appeals.

Before entering private practice, Ethan clerked on the US Court of Appeals for the Third Circuit, the US District Court for the Eastern District of Pennsylvania and the US District Court for the District of Delaware. He is a graduate of the District of Delaware Federal Trial Practice Seminar. While in law school, Ethan was the managing editor for outside articles for the Villanova Law Review.

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• Obtained verdict of infringement and patent validity for a branded anti-psychotic drug*
• Obtained verdict of infringement and patent validity for branded anti-epilepsy drug*

*Matter handled prior to joining the firm

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• Delaware Super Lawyers, Rising Star, 2019
• Delaware Super Lawyers, Rising Star, 2018

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Ashley previously served as Judicial Clerk to The Honorable E. Norman Veasey, former Chief Justice of the Delaware Supreme Court, and as legislative correspondent to a former member of the US House of Representatives. For more than a decade, Ashley worked in New York City at an international law firm practicing corporate securities litigation.

Ashley is a frequent speaker and author on various corporate governance and securities topics. Additionally, Ashley maintains an active pro bono practice, serving as pro bono general counsel to LiveOn NY, advocating interests of senior centers and agencies.

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• Represented a leading worldwide software and services networking solutions company in connection with post-purchase indemnification claims in Delaware Court of Chancery arising out of stock purchase agreement*
• Represented the directors and officers in stock option backdating cases in Delaware Court of Chancery and Massachusetts US federal district court*
• Represented a corporate plaintiff in derivative litigation in Delaware Court of Chancery arising out of minority stake in a joint venture to manufacture cardio-medical devices*
• Represented a corporate defendant in shareholder challenge for books and records in Delaware Court of Chancery: the action was dismissed after trial and affirmed by the Delaware Supreme Court. Represented the defendant in related federal securities litigation (1934 Act Section 13(d)) in Texas US District Court and US Court of Appeals for the Fifth Circuit*
• Represented a private equity seller of publication business in Delaware Court of Chancery M&A litigation between private equity firms*
• Represented an investment bank in Delaware Bankruptcy Court in an action brought by noteholders seeking millions of dollars in interest payments on their share of US$3 billion in first-lien notes issued to the bankrupt company*
• Represented the outside directors of a leading hair-care company in connection with dismissal of derivative litigation and related Special Litigation Committee investigation involving executive compensation claims and alleged related-party transactions*
• Represented the former directors and officers of a publicly-traded financial services holding company in connection with dismissal of all claims for violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934*
• Represented a private equity firm as major shareholder in 1933 and 1934 Act federal securities class action litigation: motions to dismiss all claims granted*
• Represented private equity firms in a class action fiduciary duty litigation arising out of multimillion dollar acquisition of prescription drug provider*
• Represented a private equity firm in connection with insider trading allegations brought by the New Zealand Securities Commission concerning sale of public transportation utility*
• Represented the former directors and officers of an international information technology infrastructure company in connection with claims for negligent misrepresentation brought by senior lender*
• Represented a residential REIT in nationwide multi-district class, securities and fiduciary duty litigation and arbitrations related to multibillion dollar REIT take-private merger–one of the biggest REIT mergers in history*
• Represented the outside directors/audit committee members in federal and state securities, derivative and ERISA class actions arising out of highly publicized corporate looting by convicted senior executives. Derivative and ERISA actions were dismissed on motions to dismiss and affirmed on appeal; federal securities action settled with no payment by clients*
• Represented a beauty products manufacturer in a high-profile SDNY federal securities litigation involving allegations that the company made false and misleading statements to inflate sales and earnings: motion to dismiss all claims granted*
• Represented one of largest corporate debtors in US history in a nationwide multi-district derivative and class litigation concerning fiduciary duty and federal securities claims stayed by US Bankruptcy Court and state and federal courts throughout the country*
• Successfully represented a Canadian real estate firm in federal securities litigation (1933 Act and 1934 Act) where US Court of Appeals for the Seventh Circuit affirmed the district court’s grant of motion to dismiss all claims*

*Matter handled prior to joining the firm.

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Ben regularly represents clients before, and in litigation against, government agencies, including clients accused of healthcare fraud, kickback violations, Foreign Corrupt Practices Act (FCPA) violations, money laundering, and securities fraud. He likewise regularly helps corporate and individual victims seek redress through civil litigation and, when appropriate, the criminal justice system.

Over his career, Ben has tried more than 25 federal jury trials in district courts around the country, and he leans into that experience when counseling his clients in high-stakes matters. Ben’s capabilities stem, in large part, from his previous 10 years with the US Department of Justice (DOJ), which included extended stints in Miami, Washington, DC, and Los Angeles. In his last position, Ben served for almost five years as an Assistant Chief in DOJ’s Criminal Division, Fraud Section, where he supervised numerous large-scale healthcare fraud investigations and prosecutions around the country. He also oversaw significant FCPA investigations related to the entertainment and gaming industries in Asia and a number of insider trading and high-yield investment matters.

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• Obtained declination of a criminal investigation being conducted by the DOJ into the former C-suite executive of a healthcare company
• Representing an employee of a voting technology company in connection with money laundering and related FCPA charges brought by the DOJ
• Represented a former financial advisor accused of laundering proceeds illicitly obtained through a kickback scheme related to the Venezuelan state-owned oil and natural gas company PDVSA
• Represented employees of a professional sports organization in connection with an FCPA and Office of Foreign Assets Control investigation conducted by the DOJ
• Represented a former South American minister in connection with a DOJ FCPA and money laundering investigation
• Represented the president of a South American football association in connection with the DOJ’s corruption investigation of FIFA
• Represented a former chief financial officer of a government contractor in connection with a criminal investigation by the Special Inspector General for Afghanistan Reconstruction and the DOJ
• Obtained dismissal with prejudice with no exchange of consideration for an AM Law 50 law firm and partner who were accused of defamation, false light, and tortious interference with business relations
• Represented a global plastics company in obtaining a preliminary injunction against a former employee based on trade secret and noncompete violations
• Represented a global medical device company in obtaining a temporary restraining order and preliminary and permanent injunctions against former employees who attempted to sell misbranded and adulterated devices
• Represented a British Virgin Islands-based entity in a civil action against a former registered investment advisor and firm accused of a multimillion-dollar fraud against the entity
• Represented an Aruban state-owned entity in a civil action against a former procurement officer and numerous former vendors (in Aruba and internationally), alleging an elaborate kickback and bid-rigging scheme between the officer and vendors
• Represented a joint venture in the metals recycling industry in a civil action against a former employee and competitors, alleging a kickback and theft scheme between numerous former employees and competitors

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• Dade County Bar Association, Rising Legal Superstar, 2018
• Assistant Attorney General’s Exceptional Service Award, 2011

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Elizabeth speaks frequently on the subject of estate planning, and income and transfer tax strategies. She has lectured at programs for the University of Southern California’s Gould School of Law, Pepperdine University, and the American Bar Association.

Elizabeth is a co-founding member of RISE, an organization of women lawyers committed to supporting each other’s professional growth and advancement to becoming equity partners, general counsel, and high-ranking public officials. RISE is dedicated to developing necessary tools to shatter the glass ceiling in public service and corporate America.

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A prominent leader in his practice, Ed has served as lead counsel on many of the largest and most significant transactions in the renewable industry.

He also authors and speaks prolifically about various topics in the renewable energy industry. Ed is the former president of the American Wind Energy Association (AWEA) and was a board member of AWEA for 12 consecutive years. He is also a founding board member of the Wind Solar Alliance (now a part of the American Council on Renewable Energy) and an adjunct professor at UCLA law, teaching “Renewable Energy Development and Project Finance”.

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M&A

• Enfinity Global Inc., a US-based leading renewable energy and sustainability services company, and its affiliated companies, in the acquisition of a 400 MW operational utility-scale solar portfolio, marking a milestone in the expansion of the company in the US. The project includes 28 solar projects across three states from certain affiliates of Capital Dynamics, Inc.
• A clean energy infrastructure company in multiple transactions including (i) the acquisition of two separate portfolios of community solar projects in Illinois (ii) the acquisition of a portfolio of community solar projects in Maryland and (iii) the acquisition of a portfolio of community solar projects under development in New York and to be built by the selling developer’s affiliate EPC Contractor and (iv) the acquisition of a portfolio of community solar projects in Delaware
• Algonquin Power & Utilities in the acquisition of a 51% interest in four wind farms totaling 845 MW of capacity in Texas from RWE, two of which were operating and two were under development in Texas. Representation included full diligence on the assets, assistance during competitive bidding process, acquisition documentation, negotiation of LLCA with RWE, and structuring liability sharing issues relating to tax equity and other investors
• Hanwha Q-Cells in the purchase of several portfolios of battery storage projects under development in New York
• Hanwha Renewables in its sale of four separate solar or solar plus storage projects located in La Paz County, Arizona

Project development

• A German energy company in a series of build-transfer agreements (BTAs) with multiple Midwestern utilities for large-scale solar and energy storage projects
• Represented Hanwha Qcells in the negotiation of power purchase agreements in numerous states in the US
• Represented numerous corporate offtakers in power purchase agreements to secure power renewable energy credits from green power producers

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• A Word About Wind Top 100 Legal Power List, 2018
• Who’s Who Legal – Project Finance, 2018
• The Best Lawyers in America, “Lawyer of the Year” in Los Angeles for Project Finance Law, 2015
• LMG Clean Technology & Renewable Energy “CleanTech 100”, 2013
• Who’s Who Legal International Project Finance, 2010, 2012 and 2014
• Chambers Global – The World’s Leading Lawyers for Business (- United States: Projects, 2010 to 2018
• Los Angeles and San Francisco Daily Journal Top 25 Clean Tech Lawyers in California, 2011
• Euromoney’s Guide to the World’s Leading Project Finance Lawyers Project Finance Law, 2008
• The Best Lawyers in America, Project Finance and Southern California’s Best Lawyers, 2007 to 2019
• Who’s Who: California, Project Finance, 2009
• The Global Directory of Who’s Who, Project Finance, 2009 to 2010
• Southern California Super Lawyers Leading Project Finance Lawyer, 2006 to 2018
• Martindale-Hubbell, AV peer review rating

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