C. Thomas Brown
Thomas Brown joined Ropes & Gray’s business and securities litigation group in 2007. Tom focuses his practice on transactional and corporate governance litigation, actions under the Federal securities laws, and related complex civil litigation. 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 litigation and post-closing disputes. He also has experience representing boards and directors in fiduciary duty claims, including derivative cases. In the securities area, Tom has experience defending cases of alleged securities fraud, in particular cases involving complex financial instruments such as mortgage-backed securities. Tom has served on a number of cases at the trial court level, managing all aspects of motion and discovery practice. He has also represented clients in appeals involving complex commercial issues in both state and federal court.
Before law school, Tom worked as a strategy consultant with the Boston Consulting Group and also taught high school English in a public school in suburban Boston. During law school, he worked in the legal department of the Massachusetts Port Authority.
- Former officers of a federally chartered purchaser of residential mortgages: 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.
- The Timberland Company: Represented Timberland and its board in litigation challenging the 2011 purchase of the company by VF Corporation, which was successfully resolved before the deal closed. Also represented Timberland and its senior officers in a Section 10(b)(5) securities fraud action, leading to dismissal of the claim.
- OSI Restaurant Partners: Represented OSI and its private equity sponsors, Bain Capital and Catterton Partners, in litigation in Florida and California related to the largest franchisee of OSI’s leading brand, Outback Steakhouse. The case was resolved favorably for the clients just as trial began.
- GT Advanced Technologies: Managed the discovery process in litigation related to the client’s $500 million initial public offering, resulting in the successful negotiation of a settlement for both the company and its venture capital backers.
- 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.
- 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, “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)