Brian M. Lutz

Brian M. Lutz is a partner in the New York office of Gibson, Dunn & Crutcher.  He is a member of the firm’s Litigation Practice and serves as a member of the Diversity Committee.

Mr. Lutz has experience in a wide range of complex commercial litigation, with an emphasis on securities litigation, corporate control contests, and shareholder actions alleging breaches of fiduciary duties.  He also has significant experience in antitrust matters (both civil and criminal) and insurance/reinsurance coverage litigation.  He has represented clients across a variety of industries, including investment banking, health care, high tech, accounting, insurance, and private equity.

Mr. Lutz received his Juris Doctor from Harvard Law School, where he served on the Board of Student Advisors.  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

• 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.
• ChinaCast Education Corp. – Represented outside director in obtaining rarely granted TRO from Delaware Chancery Court postponing annual meeting so that 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.
• Daimler AG – Represented the former directors of DaimlerChrysler who were alleged to have breached a fiduciary duty 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.
• Transatlantic Re – Represented Transatlantic and its directors in various litigations brought by hostile bidder and dissident stockholder 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.  These victories stopped the lawsuits in their tracks and paved the way for successful negotiated transaction between Transatlantic and another bidder. 
• Hewlett-Packard – Represented the former Board members of Hewlett-Packard in a shareholder derivative action concerning payments made to the Company’s former CEO.  The Ninth Circuit Court of Appeals 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, muli-billion dollar shareholder class action and a separate shareholder derivative action concerning Textron’s Cessna and Textron Financial Corporation subsidiaries.  Won complete dismissal of all claims at the pleadings phase.
• 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.
• Chartis – Obtained preliminary injunction in Delaware Chancery Court preventing former business partner of Chartis from using Chartis’ trade secrets and confidential information.  Key victory paved the way to successful resolution for client. 
• Intel – Represented Intel in shareholder derivative litigation alleging failure of oversight that 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

• “How, if at All, Does the Dodd-Frank Whistleblower Provision Change the Compliance Regime for Companies?” Bloomberg Law Reports (February 21, 2012)
• “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 Learned From Private Securities Class Actions’ Use of “Confidential Sources”?,” Securities Litigation Report, Vol. 8, Issue 7, (July/August 2011) 
• “Alien Encounters - global companies must be wary of the controversial US Alien Tort Claims Act,” UK Legal Week (June 2, 2011).