Howard E. Cotton

Howard E. Cotton is Practice Co-Chair of Commercial Litigation at Katten Muchin Rosenman LLP. He has over 27 years of extensive experience in major commercial litigation matters of all kinds, handling the most complex and significant cases for his broad-based and substantial roster of clients. Mr. Cotton recently served on the firm's 15-member National Executive and Operating Committee, and currently serves on the firm's National Compensation Committee and its Board of Directors.

Mr. Cotton is regularly lead counsel in trials and appeals in state and federal courts in New York and throughout the United States, as well as in numerous arbitration and mediation proceedings. Mr. Cotton’s varied litigation practice includes virtually all types of business disputes spanning countless industries and covering a broad spectrum of issues, including: breach of contract, business torts, Uniform Commercial Code, partnership and corporate shareholder disputes, real estate, securities and common law fraud and breach of fiduciary duty. He is also regularly called upon to provide crucial counseling functions, including strategizing and problem-solving to avoid litigation and to promote the settlement of protracted litigation through alternative dispute resolution.

Mr. Cotton’s diverse clients include many of the leading financial institutions, including investment banks, hedge funds and numerous public and private companies and their senior officers. Mr. Cotton also has substantial experience in New York State real estate litigation, representing developers, management and hospitality companies and banks. His clients also include foreign governments, trade associations, and high net worth families, entrepreneurs and investors.

Representative Matters

Lender Liability Litigation

• Currently representing real estate lender being sued by an investor alleging breach of contract and tortious interference claims premised on lender's alleged refusal to allocate to the investor $150 million of a billion dollar term loan facility;
• Successfully represented real estate lender against allegations of breach of contract and tortious misconduct arising out of lender's alleged "breach" of a term sheet regarding a proposed $850 million loan;
• Successfully represented real estate lender against claims of breach of contract and tortious misconduct arising out of lender's pre-closing modification of draft loan documents and borrower's attempt to compel lender to close transaction consistent with terms of non-binding financing agreement;
• Successfully represented leading private equity fund in various jurisdictions to enforce guarantees of multimillion dollar building mortgage loans; and
• Successfully represented a foreign government in connection with its default on an $11 million bank loan incurred for the purpose of building a luxury hotel resort.

Financial Services Litigation and Counseling

• Successfully represented leading hedge fund against claims by a former partner seeking, inter alia, deferred compensation;
• Successfully represented multi-billion dollar hedge fund in connection with investigations and enforcement proceedings commenced by the Securities and Exchange Commission, the U.S. Attorney's Office for the Southern District of New York and the U.S. Commodity Futures Trading Commission;
• Successfully represented leading private equity fund in connection with the enforcement of a $50 million guarantee securing loans for real estate development in various jurisdictions;
• Successfully represented leading hedge fund in obtaining insurance coverage for defense costs incurred in regulatory investigation and administrative proceeding;
• Successfully represented hedge fund in arbitration seeking to protect "track record" information and other confidential information, and to enforce restrictive covenants;
• Successfully represented principal of internet financial services company in connection with internal corporate dispute;
• Successfully represented managing members of hedge funds and investment managers in partnership disputes and accounting proceedings;
• Successfully represented investment bank in dispute over warrants and allegations of fiduciary breach in connection with an initial public offering; and
• Regularly advises and represents hedge funds, funds of funds and their personnel in connection with litigation and conflict avoidance and risk analysis.

Representation of Real Estate Clients in Commercial Litigation

• Successfully represented real estate fund in connection with disputes arising out of its acquisition of various luxury resort properties;
• Successfully represented leading real estate company in dispute with foreign hotel operators regarding overseas hotel development;
• Successfully represented one of the largest real estate owners in New York City, in connection with its insurance coverage action for more than $75 million in business interruption and property damage losses incurred by it as a result of the events of September 11th;
• Successfully represented hotel fund in numerous litigations exceeding $100 million in alleged damages incurred in connection with the acquisition and development of various hotel properties;
• Successfully represented leading real estate company against claims of trade name infringement; and
• Successfully represented owners and operators of an exclusive Caribbean resort in litigation regarding fiduciary breach and fraud.

General Business Litigation

• Successfully represented an international commodities trader in a litigation with foreign government involving in excess of $25 million in governmental guarantees, as well as in multi-venue disputes relating to shipments of goods, letters of credit;
• Successfully represented acquirers of a publicly traded company against claims of fraud and fiduciary breach;
• Successfully represented corporate directors against allegations of fiduciary breach arising from sale of the company;
• Successfully represented software manufacturer in nationwide litigations and arbitration regarding the manufacturer's right to terminate agreements with local distributors and to preclude these local distributors from using the manufacturer's proprietary software to provide "technical support" to existing customers; and
• Successfully represented the heirs of a west coast family in a $100 million estate arbitration. 

Honors

Super Lawyers recognizes Mr. Cotton as one of the top 5% of New York business litigators. Mr. Cotton is included in Super Lawyers 2011 in the specialty of business litigation and general litigation and in New York Super Lawyers 2011 in the areas of business litigation and general litigation. He is also listed in Marquis Who's Who in the World, Who's Who in America 2011 and Who's Who in American Law 2011.

Activities and Affiliations

• Member: The Association of the Bar of the City of New York; New York State Bar Association; New York County Lawyers Association and Federal Bar Council
• Member: Civil Practice Law and Rules Committee -- New York State Bar Association
• Panel: Alternative Dispute Resolution Panel of Mediators -- U.S. District Court -- Southern District of New York
• Judge: Yale Mock Trial Competition 2010

Publications

• "Accommodating Struggling Borrowers: No Good Deed Goes Unpunished," New York Law Journal (November 2, 2009).
• "The End of Deepening Insolvency Claims," The Business Litigator (April 2009).
• "Loan Agreements in Illinois," The Business Litigator; republished in the Chicago Daily Law Bulletin (February 2009).

Education

Mr. Cotton received his undergraduate degree (A.B., 1980), with honors, from Cornell University and his law degree (J.D., 1983) from Fordham Law School.