Contact Info vCARD

blutz@gibsondunn.com

T: +1 415.393.8379
F: +1 415.374.8474

San Francisco Office
555 Mission Street
Suite 3000
San Francisco, CA 94105-0921, USA

Biography

Brian M. Lutz is a partner in the San Francisco office of Gibson, Dunn & Crutcher.  He is a member of Gibson Dunn's Litigation Practice Group and serves as a member of the Diversity Committee.

Mr. Lutz recently was named a Rising Star by Law360 in the Securities category—a distinction awarded to five attorneys nationwide under the age of 40.  In November 2015, he was named "Litigator of the Week" by AmLaw Litigation Daily (an American Lawyer publication) for his work in securing a rare preliminary injunction that prevented a hostile takeover attempt of the pharmaceutical company Depomed, Inc.  Mr. Lutz has experience in a wide range of complex commercial litigation, with an emphasis on corporate control contests, securities litigation, and shareholder actions alleging breaches of fiduciary duties.  He represents public companies, hedge funds, private equity firms, investment banks and clients across a variety of industries, including bio-pharma, high tech, finance, retail, health care, energy, accounting and insurance.

Mr. Lutz received his Juris Doctor from Harvard Law School.  He received his Bachelor of Arts in History and Political Science from the University of Michigan, where he was a member of Phi Beta Kappa.  Mr. Lutz is admitted to practice law in New York and California.

Representative Matters:

  • Depomed: Represented Depomed in successful defense of hostile takeover attempt by Horizon Pharma. Won rare preliminary injunction stopping hostile takeover based on improper use of Depomed's confidential information. Within one hour of ruling, Horizon Pharma dropped its hostile takeover attempt altogether.
  • Eminence Capital:  Represented Eminence in litigation and proxy contest commenced in connection with the combination of The Men's Wearhouse and Jos. A. Bank.
  • Tenet Healthcare:  Represented Tenet in successful defense of unsolicited takeover offer from Community Health Systems.  Less than one month after Tenet filed a complaint against Community alleging misstatements in Community's proxy solicitations, Community withdrew its takeover proposal.  Also defeated efforts by shareholder plaintiffs to obtain expedited discovery and preliminary injunction hearing on breach of fiduciary duty action in Nevada state court, a case that was dismissed in its entirety before any discovery.
  • Transatlantic Re:  Represented Transatlantic and its directors in various litigation brought by hostile bidder and dissident stockholders alleging breaches of fiduciary duties in connection with potential merger or sale of Transatlantic.  Won key victories before Delaware Chancery Court in which the Court refused to grant plaintiffs' motions to expedite proceedings and to set a preliminary injunction hearing date.  Also filed action that forced hostile bidder to withdraw invalid proxy materials that conflicted with company bylaws. 
  • Confidential Client:  Representing major retailer and its directors and officers in shareholder derivative litigation pending in Delaware and Arkansas.  The actions arise out of an April 2012 New York Times article contending that a major retailer subsidiary committed violations of the Foreign Corrupt Practices Act.  The cases are at the pleadings stage.
  • JP Morgan Chase:  Representing the independent directors of JP Morgan Chase in derivative litigation alleging breaches of fiduciary duties in connection with trading losses at the Company's London-based Chief Investment Office desk. 
  • UBS:  Represented UBS in action alleging that UBS violated the federal securities laws in connection with the issuance of mortgage-backed securities.  Won a rare dismissal of all claims at the pleadings phase.  That decision was affirmed by the Third Circuit Court of Appeals.
  • Major Underwriters:  Won rare defeat of class certification in securities class action case arising out of IPO of energy company.
  • Daimler AG: Represented former directors of DaimlerChrysler who were alleged to have breached their fiduciary duties when Daimler transferred a majority stake of Chrysler to the private equity firm Cerberus.  Within days of oral argument on a motion to dismiss the complaint, the plaintiffs voluntarily dismissed our clients from the action.
  • ChinaCast Education Corp.:  Represented outside director in obtaining rare TRO from Delaware Chancery Court postponing annual meeting so our client could run competing slate of directors.  With the TRO in place and the meeting date moved, our client's director nominees were elected to the ChinaCast Board by a wide margin.  
  • Hewlett-Packard:  Represented the former directors of Hewlett-Packard in a shareholder derivative action concerning payments made to the Company's former CEO.  The U.S. Court of Appeals for the Ninth Circuit affirmed a district court decision granting a motion to dismiss the action in favor of HP and our clients.
  • Textron Inc.:  Represented Textron and certain of its subsidiaries, officers and directors in a high-stakes, multibillion-dollar shareholder class and derivative action concerning alleged misstatements and breaches of fiduciary duties in connection with Cessna and Textron Financial Corporation.  Won complete dismissal of all claims at the pleadings phase, and the dismissal of the securities case was affirmed by the U.S. Court of Appeals for the First Circuit.
  • Baker Capital:  Represented Baker Capital in lawsuit alleging fraud and breach of a fiduciary duty in connection with its investment in Internet retailer Wine.com.  Won complete dismissal of all claims against our client after three-week trial in San Francisco Superior Court.
  • Confidential Client:  Obtained preliminary injunction in Delaware Chancery Court preventing former business partner of a leading international insurance organization from using trade secrets and confidential information.  Key victory paved the way to successful resolution for client. 
  • Intel:  Represented Intel and its directors and officers in shareholder derivative litigation alleging breaches of fiduciary duties in connection with alleged violations of the antitrust laws in the micro-processing industry.  Case was successfully resolved pre-trial.
  • Marsh & McLennan:  Represented Marsh & McLennan in various shareholder class and individual actions relating to brokerage practices and compensation disclosure.  Several cases were successfully dismissed against our client on pre-trial motions.     

Publications     

  • Author, "Chancery Court Provides Guidance on 'Don't Ask, Don't Waive' Standstill Provisions," Delaware Business Court Insider (January 16, 2013).
  • Author, "How, if at all, Does the Dodd-Frank Whistleblower Provision Change the Compliance Regime for Companies?", Bloomberg Law Reports (February 21, 2012).
  • Author, "The SEC's Final Whistleblower Rules: The Floodgates Open on a New Wave of Whistleblower Claims, as the SEC Authorizes Massive Bounties to Anonymous Tipsters Are There Lessons To Be to Be Learned From Private Securities Class Actions' Use of 'Confidential Sources'?", Securities Litigation Report, Vol. 8, Issue 7 (July/August 2011).

Education

  • Harvard University - 2002 - Juris Doctor
  • University of Michigan - 1998 - Bachelor of Arts

Admissions

  • California Bar
  • New York Bar

Recent Publications