Brian M. Lutz is a litigation partner in the San Francisco and New York offices of Gibson, Dunn & Crutcher. Mr. Lutz serves as a Co-Chair of the Firm’s National Securities Litigation Practice Group, which is consistently recognized as one of the leading securities litigation practices in the country. Mr. Lutz’s practice focuses on complex commercial litigation, with an emphasis on corporate control contests, securities class actions, and shareholder actions alleging breaches of fiduciary duties. He represents and advises clients in connection with shareholder activist matters, mergers and acquisitions, and corporate governance issues, and regularly represents and advises boards of directors and board committees on litigation issues. Outside the securities space, Mr. Lutz has handled a wide range of other business litigation, including employment disputes, misappropriation of trade secrets, and insurance matters.
Mr. Lutz was twice named a Rising Star by Law360 in the Securities category—a distinction awarded annually to five attorneys nationwide under the age of 40. He also was named “Litigator of the Week” by AmLaw Litigation Daily (an American Lawyer publication) for his lead role in winning a rare preliminary injunction that prevented a hostile takeover attempt of a specialty pharmaceutical company in California. And Mr. Lutz is ranked as a “Leading Lawyer” in M&A Litigation Defense by Legal 500.
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.
Representative Securities and Shareholder Derivative Matters
- Facebook: Representing Facebook and senior officers and directors in securities class action and shareholder derivative lawsuits arising out of misuse of user data by Cambridge Analytica.
- Nike: Representing Nike and the company’s directors in shareholder derivative litigation arising out of allegations that Nike lacked adequate internal controls for reporting employee misconduct.
- Rockwell Medical: Representing company in securities class action alleging material misstatements concerning regulatory approval for drug reimbursement and reserves.
- Diamond Resorts: Representing former directors of Diamond in securities class action lawsuits arising out of going private transaction with Apollo.
- Elliott Management: Representing Elliott in securities class action arising out of the acquisition of Gigamon.
- Trinity Industries: Representing company and senior officers in securities class action arising out of “ET Plus” guardrail program; successfully represented senior officers in shareholder derivative action that was voluntarily dismissed by plaintiff at the motion to dismiss phase.
- Major Retailer: Represented company and senior officers in shareholder derivative actions in Arkansas and Delaware that each were successfully resolved at the motion to dismiss phase.
- JP Morgan Chase: Secured complete victory for independent directors of JP Morgan Chase in various derivative lawsuits arising out of “London Whale” trading losses.
- UBS: Represented UBS in action alleging violations of the federal securities laws in connection with the issuance of mortgage-backed securities. Won rare dismissal of all claims at the pleadings phase, which was affirmed by the Third Circuit Court of Appeals.
- Major Underwriters: Won rare defeat of class certification in securities class action arising out of IPO of energy company.
- Daimler AG: Represented former directors of DaimlerChrysler alleged to have breached their fiduciary duties when Daimler sold Chrysler to Cerberus. Within days of oral argument on a motion to dismiss the complaint, the plaintiffs voluntarily dismissed our clients from the action.
- Hewlett-Packard: Represented former directors of Hewlett-Packard in a derivative action concerning severance payments made to the Company’s former CEO, Carly Fiorina. 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 company and its directors in a multibillion-dollar shareholder class and derivative lawsuits concerning alleged misstatements and breaches of fiduciary duties. 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.
- 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.
- PG&E: Represented Board Committee in connection with investigation of potential breaches of fiduciary duties arising out of San Bruno pipeline explosion.
- Tenet Healthcare: Represented Board Committee in connection with investigation of potential breaches of fiduciary duties arising out of alleged violations of anti-kickback statutes.
- Marsh & McLennan: Represented company 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.
Representative Mergers and Acquisitions Matters
- Depomed (Assertio): 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, the hostile bidder dropped takeover attempt altogether.
- Newport Corporation: Representing former directors of Newport in litigation arising out of sale of company to MKS Instruments.
- China Housing and Land Development: Secured victory at trial for company in shareholder appraisal action arising out of going-private transaction.
- Tenet Healthcare: Represented Tenet in successful defense of unsolicited takeover attempt by Community Health Systems. Less than one month after Tenet filed a complaint alleging securities violations, Community withdrew its takeover proposal.
- Eminence Capital: Represented Eminence in litigation and proxy contest commenced in connection with the combination of The Men’s Wearhouse and Jos. A. Bank.
- 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 leading to favorable transaction for Transatlantic.
- ChinaCast Education Corp.: Represented 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, our client’s nominees were elected by a wide margin.
- Represented dozens of companies and Boards in shareholder lawsuits arising out of mergers and acquisitions, including Tenet Healthcare, Matson Navigation, Berkshire Energy, Newport Corporation, St. Jude Medical, Aecom, LMI Aerospace, Conversant, Susser Holdings, and CommScope.
Other Commercial Litigation Matters
- Welltower: Represented company in litigation against former senior officer in action alleging violation of non-competition agreement.
- Hyperloop One: Represented company and directors in high-stakes litigation with former co-founder and officers who split from the company.
- Baker Capital: Represented Baker Capital in lawsuit alleging fraud and breach of a fiduciary duty in connection with its investment in 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 insurer from using trade secrets and confidential information. Key victory paved the way to successful resolution.
- Innovium: Represented technology company and its co-founders in trade secret and employment litigation brought their former employer and competitor.
- Major Financial Institution: Represented client in antitrust class action alleging bid manipulation in the municipal derivatives industry. Case was favorably resolved with no payment by client.