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Profile Picture

Brian M. Lutz

Brian
Lutz

Partner

CONTACT INFO

blutz@gibsondunn.com

TEL:+1 415.393.8379

FAX:+1 415.374.8474

San Francisco

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

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PRACTICE

Securities Litigation Antitrust and Competition Emerging Companies Life Sciences Litigation Mergers and Acquisitions

BIOGRAPHY

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 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.

EDUCATION

Harvard University - 2002 Juris Doctor

University of Michigan - 1998 Bachelor of Arts

ADMISSIONS

California Bar

New York Bar

RECENT PUBLICATIONS

Article - November 14, 2019 | If It Looks Like a Duck: Chancery Court Knows a Demand When It Sees One
Client Alert - August 15, 2019 | 2019 Mid-Year Securities Litigation Update
Firm News - July 11, 2019 | Gibson Dunn Ranked in 2019 U.S. Legal 500
Client Alert - March 5, 2019 | 2018 Year-End Securities Litigation Update
Article - September 27, 2018 | Chancery Reaffirms Safe Harbor for Directors’ Reasonable Reliance on Expert Advice
Client Alert - July 26, 2018 | 2018 Mid-Year Securities Litigation Update
Firm News - June 18, 2018 | Gibson Dunn Ranked in 2018 U.S. Legal 500
Client Alert - April 5, 2018 | M&A Report – AOL and Aruba Networks Continue Trend of Delaware Courts Deferring to Deal Price in Appraisal Actions
Publications - March 2, 2018 | Webcast: Shareholder Engagement & Activism – Preparing for the 2018 Proxy Season
Client Alert - February 1, 2018 | 2017 Year-End Securities Litigation Update
Client Alert - December 18, 2017 | M&A Report – Delaware Supreme Court Reaffirms the Importance of Deal Price As an Indicator of Fair Value in Appraisal Actions
Article - October 18, 2017 | The Virtue of Predictability: Delaware’s Place in M&A Practice
Client Alert - July 20, 2017 | 2017 Mid-Year Securities Litigation Update
Client Alert - June 13, 2017 | M&A Report – PetSmart and SWS Group Are Welcome News for Buyers Facing Appraisal Actions in Delaware
Client Alert - April 12, 2017 | M&A Report – Delaware Chancery Court Finds Stockholder Vote To Be Coerced and Not Fully Informed in In re Saba Software, Inc. Stockholder Litigation
Client Alert - March 29, 2017 | M&A Report – Transactions with Non-Conflicted Controlling Stockholders and Obtaining the “Fully Informed, Uncoerced Vote” of Disinterested Stockholders
Client Alert - January 25, 2017 | 2016 Year-End Securities Litigation Update
Publications - November 11, 2016 | Webcast: Election Results and Securities Litigation and Enforcement Trends
Article - February 24, 2016 | M&A Litigation in Delaware After ‘Trulia’
Client Alert - January 26, 2016 | M&A Report: The End of M&A “Disclosure-Only” Settlements with Broad Releases In Delaware
Client Alert - January 25, 2016 | 2015 Year-End Securities Litigation Update
Client Alert - November 20, 2015 | M&A Report – Depomed Decision Highlights Importance of Careful Monitoring of M&A Non-Disclosure & Use Obligations
Client Alert - September 24, 2015 | M&A Report – Delaware Court of Chancery Signals End to Disclosure-Only Settlements with Full Releases in Delaware
Client Alert - July 16, 2015 | Delaware Supreme Court Issues Ruling Interpreting Advance Notice Bylaws in Favor of Stockholder Seeking to Propose Business and Nominate Directors
Article - July 15, 2015 | Chancery Court Looks Beyond Deal Price to Determine ‘Fair Value’
Client Alert - July 14, 2015 | 2015 Mid-Year Securities Litigation Update
Client Alert - June 26, 2015 | Delaware Enacts Legislation Endorsing Exclusive Forum Clauses and Prohibiting Fee-Shifting Provisions
Client Alert - June 1, 2015 | M&A Report – Delaware Court of Chancery Clarifies Director and Officer Advancement Rights
Client Alert - May 19, 2015 | M&A Report – Delaware Supreme Court Issues Ruling Clarifying Important Protections Afforded to Independent Directors
Client Alert - April 23, 2015 | M&A Report – New Delaware Court of Chancery Decision Examines MLP Conflicts Committee Requirement to Act in Subjective Good Faith
Article - February 17, 2015 | Hurdles in Appraisal Actions for Companies Sold in ‘Robust’ Auction
Article - February 12, 2015 | Delineating a board’s duty to find the highest value
Client Alert - January 21, 2015 | 2014 Year-End Securities Litigation Update
Client Alert - December 22, 2014 | M&A Report – Delaware Supreme Court Issues Important Guidance on Revlon Duties
Client Alert - July 15, 2014 | 2014 Mid-Year Securities Litigation Update
Client Alert - March 17, 2014 | Delaware Supreme Court Affirms Roadmap for Business Judgment Review in Going-Private Merger Transactions
Client Alert - January 21, 2014 | 2013 Year-End Securities Litigation Update
Client Alert - July 16, 2013 | 2013 Mid-Year Securities Litigation Update
Client Alert - June 19, 2013 | Target Boards in Single-Bidder Context Given Guidance
Client Alert - May 31, 2013 | Delaware Court of Chancery Provides Controlling Stockholders a Roadmap For Business Judgment Review of Going-Private Merger Transactions
Client Alert - March 18, 2013 | Delaware Court of Chancery Rejects Settlement of M&A Litigation Based on Immateriality of Additional Disclosures and Inadequacy of Named Plaintiffs
Client Alert - January 16, 2013 | Chancery Court Provides Guidance on ‘Don’t Ask, Don’t Waive’ Standstill Provisions
Client Alert - October 2, 2012 | Delaware Court of Chancery Dismisses Hastily Filed Caremark Action for Lack of Adequate Investigation but Explicitly Preserves Potential Claims by Other Shareholders and Counsel
Article - February 29, 2012 | Delaware Court of Chancery Enters Rare TRO Enjoining Annual Stockholder Meeting in Order to Protect Stockholder Voting Rights
Client Alert - October 17, 2011 | Delaware Court of Chancery Issues Important Guidance for Special Committees Negotiating M&A Transactions with Controlling Stockholders
Client Alert - August 12, 2011 | 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
Client Alert - June 2, 2011 | Alien Encounters – Global Companies Must be Wary of the Controversial US Alien Tort Claims Act
Client Alert - February 17, 2011 | Delaware Chancery Court Upholds Airgas Poison Pill
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