C. Thomas Brown
Thomas Brown is a forceful advocate and thoughtful counselor at both the trial and appellate level, skilled at guiding clients through complex and difficult disputes involving complex business transactions, corporate governance issues, and the federal securities laws, while maintaining sharp focus on achieving clients’ business and investment objectives.
Tom represents investors, officers and directors of both public and private companies in connection with disputes over transactional issues, financing, corporate control, insolvency and strategically important business relationships. Tom is particularly experienced in issues related to companies with private equity sponsors or controlling shareholders, as well as in the health care and pharmaceutical spaces. In transactional cases, Tom has represented officers and directors of both acquirers and targets, helping clients successfully move deals from negotiation to closing through effective management of deal-related and post-closing litigation. In the securities area, Tom has defended clients in cases alleging securities fraud and, in particular, cases involving complex financial instruments such as mortgage-backed securities, as well as pharmaceutical and medical device companies.Tom is also a member of Ropes & Gray’s appellate practice. He has handled a number of appeals in both federal and state appellate courts, particularly in matters related to the federal securities laws and state corporate governance questions. His appellate experience includes appearances in state supreme courts in Massachusetts, New York, and Delaware; multiple Federal circuit courts; and the Supreme Court of the United States.
- Oxbow Carbon & Mineral Holdings, Inc. & William I. Koch. Member of the trial team in the Delaware Court of Chancery, representing Mr. Koch and his family holding entity in a dispute with minority investors over an attempt by those investors to force a sale of Oxbow Carbon, a multi-billion dollar company founded and built by Mr. Koch that recycles refinery and natural gas byproducts.
- Unsecured Creditors of Sabine Oil & Gas. Represented creditors’ committee in extensive litigation and appeals in a Chapter 11 case.
- TravelCenters of America, LLC. Member of the trial team in the Delaware Court of Chancery that won a complete victory for TA, a leading truck-stop operator, in a case arising out of the wrongful termination of a business-critical contract by TA’s primary payment processor, resulting in the recovery of tens of millions in overcharges and fees.
- Monomoy Capital Partners. In litigation related to EveryWare Global, Inc., represented a private equity sponsor and its principals, directors of the company, in a securities fraud case challenging a secondary offering. The case was dismissed with prejudice as to Monomoy and all other defendants, on the grounds argued in Ropes & Gray’s lead brief. Tom also successfully argued the appeal of this dismissal, winning an affirmance from the U.S. Court of Appeals for the Sixth Circuit.
- Columbia Laboratories, Inc.: Represented Columbia Labs and two of its officers in shareholder litigation (and a subsequent appeal) filed after the FDA did not approve Columbia Labs’ new drug application. Shareholders alleged that the defendants misled investors by praising a clinical study supporting Columbia’s application. A dismissal with prejudice at the trial court level was affirmed by the Third Circuit.
- Rue La La: Member of the trial team representing the former shareholders of Rue La La, a private online sales boutique, in a breach of contract action for damages in excess of $170 million.
- Post-Closing Transactional Disputes. Counsel in multiple post-closing disputes in health care, biotech, and pharmaceutical transactions; as well as in numerous PE-sponsored transactions, on both buy and sell sides.
- Commercial Arbitration: Counsel to a number of parties in confidential arbitration matters, in industries including financial services, medical devices, and data services.
- Sovereign Bond Holder: Represented a fund with investments in defaulted sovereign bonds, including initiating litigation in the Southern District of New York and settlement of the claim.
- Wright Medical: Advised Wright and its board in litigation in Delaware challenging the company’s 2015 merger with Tornier N.V.
- Closed-End Fund: Represented a large closed-end fund in litigation against an insurgent hedge fund investor, at both the trial court and appellate levels in Massachusetts state court.
- Former officers of Freddie Mac: Defended former senior officers in a series of derivative cases and Section 10(b)(5) securities fraud claims, including a claim related to a $6 billion preferred stock offering.
- M&A Litigation and Advice: Advised investors including private equity sponsors and public and private companies concerning fiduciary duties, litigation risk management, director and officer insurance issues, and other process concerns in complex transactions.
- Post-Closing Disputes: Represented clients in mediations, arbitrations, and litigation related to price-adjustment mechanisms and other post-closing disputes, including a large mutual fund manager, a hospital operator, and a pharmaceutical services company.
- Co-author, “Director's Duty of Oversight and Covid-19: Part I,” Bloomberg Law (February 2021)
- Co-author, “Director's Duty of Oversight and Covid-19: Part II,” Bloomberg Law (February 2021)
- Co-author, “Chancery court addresses standing to bring fiduciary duty claims following freeze-out merger,” International Law Office Corporate Finance/M&A Newsletter (June 14, 2017)
- Co-author, “Three decisions consider effect of stockholder approval on challenged transactions,” International Law Office Corporate Finance/M&A Newsletter (May 24, 2017)
- Quoted, “EveryWare Beats Shareholder Suit At 6th Circ.,” Law360 (February 21, 2017)
- Co-author, “Three Days in August: Delaware’s Evolving View of the Impact of Stockholder Approval on Post-Closing M&A Litigation,” Insights: The Corporate & Securities Law Advisor (November 2016)
- Co-author, “Rural Metro decision results in significant liability for financial adviser,” International Law Office (ILO) (November 2014)
- Co-author, “Additional guidance on Kahn v M&F Worldwide Corp,” International Law Office (ILO) (November 2014)
- Co-author, “Delaware Supreme Court upholds a one-way fee-shifting bylaw,” Financier Worldwide (October 2014)
- Co-author, “Indemnification and Advancement Where Multiple Sources Available,” Insights (September 2014)
- Co-author, “New York state court finds Kenneth Cole's go-private to be sound,” International Law Office (ILO) (February 2014)
- Co-author, “Delaware court advances unified standard for controlling shareholder buy-outs,” International Law Office (ILO) (November 2013)
- Co-author, “The "Liquidity Conflict" and Duty of Loyalty Under Delaware Law,” Insights (November 2012)
- Co-author, “Control Person Liability - A Potential Risk to Influential and Activist Shareholders,” MCLE, Inc. (May 2009)
- Co-author, “Delaware Chancery Court Gives Huntsman Merger A Boost,” Insights (October 2008)
- JD, Harvard Law School, 2006
- MPhil, University of Oxford, 2001; Marshall Scholar
- AB, summa cum laude, Harvard College, 1999; Phi Beta Kappa
Admissions / Qualifications
- Massachusetts, 2006
- New York, 2012
- Supreme Court of the United States, 2015
- U.S. Court of Appeals for the First Circuit, 2008
- U.S. Court of Appeals for the Second Circuit, 2016
- U.S. Court of Appeals for the Third Circuit, 2014
- U.S. Court of Appeals for the Sixth Circuit, 2016
- U.S. District Court for the District of Massachusetts, 2007
- U.S. District Court for the Southern District of New York, 2014
- U.S. District Court for the Eastern District of New York, 2015
- Rappaport Foundation for Greater Boston, Fellow in Law and Public Policy (2004)