A. W. (Chip) Phinney is a member in the firm's Litigation Section. He practices in the area of complex corporate litigation, with a primary focus on shareholder and securities litigation and advising officers and directors on fiduciary duties and corporate governance. He has represented corporations and individual directors and officers in defending securities class actions and shareholder derivative suits and in matters involving the Securities and Exchange Commission. Chip has also handled a wide variety of other kinds of business litigation, including cases involving trade secrets, contract disputes, and lender liability claims.
Chip also maintains an active appellate practice and co-chairs the firm's Appellate practice group. He has briefed and/or argued cases before the Massachusetts Supreme Judicial Court, the Massachusetts Appeals Court, the California Courts of Appeal, the United States Courts of Appeals for the First, Second, and Ninth Circuits, and the United States Supreme Court. In addition, he frequently consults with other members of the firm on appellate practice and procedure.
Chip has written extensively on topics in appellate practice corporate litigation and has been actively involved in legal and corporate governance education programs. He recently authored the chapter on Massachusetts appellate practice for a forthcoming volume on appellate practice throughout the United States to be published by the American Bar Association (ABA). Since 2006, he has also co-authored the chapter on shareholder derivative litigation in the Annual Review of Developments in Business and Corporate Litigation. He has written and lectured for Massachusetts Continuing Legal Education and served as a member of the Board of Editors of the Boston Bar Journal from 2000 to 2006. He is also a member of the National Association of Corporate Directors (New England Chapter), where he serves on the Event Planning Committee.
Among his civic activities, Chip serves on the Massachusetts State Advisory Committee to the U.S. Commission on Civil Rights and on the board and the executive committee of the New Repertory Theatre, one of the largest professional theater companies in New England. Chip is also actively involved in Mintz Levin's pro bono practice, and was recognized by the Massachusetts Supreme Judicial Court in 2007 for his pro bono work. In 2011, he was recognized as a Massachusetts Super Lawyer in a special supplement published by Boston Magazine.
In 1999-2000, Chip practiced as a Special Assistant District Attorney while on leave from the firm, inaugurating Mintz Levin's rotation program with the Middlesex County District Attorney's Office in Massachusetts. During that time, Chip prosecuted over 100 criminal matters and tried numerous cases.
Before joining Mintz Levin, Chip clerked for the Honorable John M. Ferren of the District of Columbia Court of Appeals and served as Counsel for the U.S. Senate Committee on Labor and Human Resources and its Chairman, the late Senator Edward M. Kennedy. Prior to his legal career, Chip was Assistant Professor of English at Harvard University.
Chip received his J.D., magna cum laude, from Harvard Law School. He also holds degrees from Yale University (B.A., summa cum laude), Princeton University (Ph.D.), and the Université de Paris III (Lic. ès Lettres). He is admitted to practice in Massachusetts, and before the U.S. District Court for the District of Massachusetts, the U.S. Courts of Appeals for the First, Second, Ninth, and Federal Circuits, and the U.S. Supreme Court. He is a member of the Boston Bar Association, the American Bar Association, and the Council of Appellate Lawyers.
Representative Cases:
· Represented directors of a bankrupt video game company sued by creditors for breach of fiduciary duty and other claims. The U.S. Bankruptcy Court for the District of Delaware granted our motion to dismiss all claims against our clients.
· Represented a telecommunications company and its officers and directors in two successive shareholder suits asserting various securities and fiduciary duty claims involving allegations of stock options backdating. Mintz Levin won dismissal of the initial federal court suit on the ground that plaintiffs had failed to state a claim under the federal securities laws. Then, after one plaintiff refiled suit in Massachusetts state court, we successfully opposed the plaintiff's attempt to enjoin a pending tender offer for the company, which ultimately led the plaintiff to voluntarily dismiss all of his claims.
· Represented a pharmaceutical company in an appeal arising from its suit for fraud and breach of fiduciary duty against a former CEO, in which the Massachusetts Supreme Judicial Court affirmed the trial court's decisions in favor of our client and awarded it additional damages for forfeiture of the former CEO's salary and bonuses. Also represented the company in its related suit for fraudulent transfer against the CEO, which resulted in a summary judgment in favor of our client that was subsequently affirmed on appeal by the U.S. Court of Appeals for the Second Circuit.
· Won dismissal of a multimillion dollar fraudulent transfer suit filed against our client by the receiver for a failed hedge fund.
· Served as shadow counsel to a defendant director in multiple securities suits relating to a major media merger; developed strategy that led to dismissal of most of these claims on jurisdictional grounds.
· Represented a developer of security screening technology and its founders in a trade secret suit brought by a competitor. Mintz Levin won summary judgment in favor of our clients on the plaintiff's contract-based claims, eventually leading to a favorable settlement of all remaining claims.
· Won appeal before the Massachusetts Appeals Court on behalf of a commercial tenant in breach of lease suit brought by landlord, establishing the tenant's right to trial on its claim that the lease had been fraudulently induced.
· Won appeal before the Massachusetts Appeals Court affirming summary judgment in favor of our client, a bank, and rejecting a junior creditor's lender liability claims.
· Prepared the winning brief in a case of first impression before the U.S. Court of Appeals for the Ninth Circuit, in which the Court affirmed dismissal of securities claims asserted against our clients, the officers of an educational software company, in connection with a corporate merger.
· Submitted an amicus brief to the U.S. Supreme Court on behalf of education researchers in a case concerning education funding for English language learners.
· Prepared the winning brief on behalf of a property insurer in a rate case in which the Massachusetts Supreme Judicial upheld a favorable decision by the Commissioner of Insurance.
Recent Publications:
Coauthor, Derivative Litigation: Fundamental Concepts and Recent Developments, ANNUAL REVIEW OF DEVELOPMENTS IN BUSINESS AND CORPORATE LITIGATION (American Bar Association 2008; 2009; 2010).
Contributor to MASSACHUSETTS DISCOVERY PRACTICE (Massachusetts Continuing Legal Education 2002; 2005 Supp.; 2009 Supp.).
Another Kind of Continuing Legal Education, BOSTON BAR JOURNAL, Sept./Oct. 2007.
Merger Clauses and Misrepresentation Claims in Massachusetts, BOSTON BAR JOURNAL, Jan./Feb. 2006.