Rachel M. Fritzler

Since joining Golden Flag, Rachel has been involved in the following matters:

• Defending EQT Corporation and certain current and former officers and directors in a securities class action, related individual securities fraud lawsuits and shareholder derivative actions, arising out of EQT’s $6.7 billion acquisition of Rice Energy.
• Obtained dismissal with prejudice of a putative class action alleging securities fraud against the vice president and general counsel of Honeywell (former president and director of Garrett Motion), in connection with Honeywell’s spinoff of Garrett.
• Representing Honeywell International and certain current and former officers and directors in successfully resolving a putative securities class action filed in New Jersey federal court concerning Honeywell’s accounting for asbestos-related liabilities.
• Representing Honeywell International in consolidated shareholder derivative litigation in the District of Delaware related to Honeywell's accounting for asbestos-related liabilities.
• Representing Honeywell International in litigation brought by fractional jet operator Flexjet alleging that Honeywell failed to deliver on its contractual commitments to repair aircraft engines in the midst of the COVID-19 pandemic and related supply chain disruptions.
• Represented JELD-WEN, a North Carolina-based door and window manufacturer, and certain executives, in successfully resolving a securities class action filed in Virginia federal court arising from price-fixing allegations and related lawsuits. Settlement was achieved in 2021 for a fraction of claimed damages after document discovery.
• Representing JELD-WEN and its current and former board members and executives in a purported derivative action in the District of Delaware asserting breaches of fiduciary duties and misuse of corporation information arising from the board’s alleged failure to monitor JELD-WEN’s anti-competitive activities, allegedly false and misleading statements concerning the competitive positioning and growth prospects of JELD-WEN, and alleged insider trades by a former director.
• Advised Tata Consultancy Services on a $1+ billion contract dispute with a confidential customer.
• Defended one of the co-founders and managers of the Melody Capital family of investment funds in litigation brought by a fellow co-founder alleging breach of contract, breach of fiduciary duty and defamation concerning the companies' operations and governance. Defeated the plaintiff's request for emergency injunctive relief that would have disrupted an ongoing sale process for certain wireless infrastructure assets owned by the Melody entities. The ruling allowed the ongoing sale process to continue without interference, and the court subsequently granted Golden Flag’s motion to dismiss.
• Representing GlaxoSmithKline (GSK) in a consumer class action, and part of a multidistrict litigation in Pennsylvania federal court, alleging that GSK made misrepresentations about the risks of antidiabetic drug, Avandia, and that these representations led the third-party payor plaintiffs to purchase Avandia over less expensive alternatives.
• Representing Butterfly Equity in the dismissal of a breach of contract suit alleging violation of a non-circumvention provision in connection with Butterfly’s acquisition of Qdoba from Apollo, which was announced in August 2022.
• Represented Urban Compass, the nation’s largest independent real estate firm, and its founder, in a trade secrets lawsuit filed in New York State Supreme Court brought by an individual claiming to be a Compass founder. Case successfully settled prior to trial in 2021.
• Advised United Airlines in connection with its $6.8 billion financing comprising of $3.8 billion of bonds and $3 billion of term loans secured by the airline’s MileagePlus loyalty program.
• Represented C.H.I. Overhead Doors in breach of contract litigation in Delaware federal court arising from Overview’s acquisition of PerforMax Global. The case successfully settled in 2021.
• Represented United Airlines in a billion-dollar antitrust lawsuit brought by DHL alleging that United conspired with other airlines to fix surcharge prices in the global air cargo industry. Successfully resolved for a cash payment of less than two percent of DHL’s claimed damages.
• Represented Henkel KGaA in connection with claims for tortious interference and breach of contract damages arising out of purported deal related to refinery cleaning technology. The court held definitively that no deal was ever reached and granted summary judgment, foreclosing all claims.
• Represented Appian Capital Advisory LLP in connection with a lawsuit alleging false advertising, misappropriation of trade secrets, tortious interference and unfair competition. In 2019, after the court agreed with Golden Flag and denied the plaintiff’s request for jurisdictional discovery, the plaintiff agreed to dismiss its suit with prejudice and without any payment by Appian.

Prior to joining Golden Flag, Rachel was involved in the following matters:

• Represented Time Inc. and Time/Warner Retail Sales & Marketing in connection with an antitrust action brought in the Southern District of New York by a wholesaler against Time Inc. and other magazine publishers and distributors alleging over $1 billion in damages. In July 2018, the Second Circuit affirmed the district court’s grant of summary judgment to defendants on all counts.
• Represented The Williams Companies and its directors and officers in securities, fiduciary duty and merger agreement litigation in Delaware Chancery Court relating to the company’s now-terminated $37.7 billion combination with Energy Transfer Equity.
• Represented PricewaterhouseCoopers LLP (“PwC”) in a securities class action in the Southern District of New York alleging that Tower’s loss reserves were understated. The court granted PwC’s motion to dismiss for failure to adequately plead PwC’s scienter, and denied plaintiffs’ subsequent motion seeking leave to amend.
• Represented Alcon Laboratories in connection with more than 50 putative class actions consolidated in the Middle District of Florida alleging that Alcon’s unilateral pricing policies for contact lenses violate Section 1 of the Sherman Act and state antitrust and consumer protection/unfair competition laws.
• Represented Mylan in consolidated antitrust litigation filed in the Eastern District of Pennsylvania regarding alleged reverse-payment agreements concerning the narcolepsy drug modafinil.
• Represented classes of African-Americans and women in litigation under the Civil Rights Act of 1964 against Jefferson County, Alabama for employment discrimination. After a trial in the United States District Court for the Northern District of Alabama, the court found for plaintiffs, holding Jefferson County in contempt for long-running violations of its consent decree, and imposing a receivership over the County’s Department of Human Resources to ensure compliance.

Cravath, Swaine & Moore LLP