A partner and co-leader of the firm's Securities Litigation Practice Group, Brandon litigates securities, corporate, business tort and contract matters.
Brandon has conducted litigation in state and federal courts in Massachusetts and a variety of other jurisdictions, including the Delaware Chancery Court, the Delaware Supreme Court, the District of Minnesota, California and Florida state courts, the Southern District of New York and the United States Court of Appeals for the Second Circuit, as well as arbitrations under the auspices of the American Arbitration Association, the Financial Industry Regulatory Authority and JAMS/Endispute.
During the past several years, Brandon's practice has concentrated on securities fraud, fiduciary duty and corporate governance issues in both the public and private contexts.
Prior to joining Foley Hoag, Brandon was Law Clerk to the Chief Justice of the Supreme Judicial Court of Massachusetts.
Representative Experience
The following is a brief summary of Brandon's experience and accomplishments:
· Class Actions
- Urman et al. v. Novelos Therapeutics, Inc. et al., (D. Mass.): Argued successful motion to dismiss "fraud on the market" case
- Moelis v. Berkshire Life Insurance Company, 451 Mass. 483 (2008): Successfully defended life insurance company in class action regarding vanishing premium policies; defeated class certification; affirmed by the Supreme Judicial Court of Massachusetts
- Hartsell v. The Vanguard Group et al. (Del. Supr. Ct): Defended investment advisor of mutual funds and certain of its officers in shareholder class action alleging breach of fiduciary duty, negligence and waste stemming from the funds' investment in publicly-traded foreign online gambling corporations. Obtained dismissal in Chancery Court. Affirmed on appeal by the Delaware Supreme Court
- Massachusetts Mutual Life Insurance Company v. Residential Funding Company, LLC (D. Mass.): Obtained dismissal of several clients in mortgage-backed securities case
- Sekuk Global Enterprises v. KVH Industries, Inc. et al. (D. R.I.): Defended issuer in "fraud on the market" case concerning revenue recognition; case settled
- Fener v. Aspen Technology, Inc. et al. (D. Mass.): Successfully defended former Chief Executive Officer in "fraud on the market" case concerning revenue recognition
- Gut et al. v. Hudson Savings Bank et al. (Mass. Super. Ct.): Defended acquiring company and merged entity against claims for breach of fiduciary duty, excessive executive compensation and underpayment for shares of target; defeated motion to enjoin merger; case settled
- Wells, et al. v. Monarch Capital Corp., Monarch Life Ins. Co., et al. (D. Mass.): Represented life insurance company and officers in defense of federal securities class action; case settled
- Boyle v. Merrimac Bancorp, Inc., et al. (D. Mass.): Represented former president of bank in defense of federal securities class action; case settled
- Hurley, et al. v. Federal Deposit Insurance Corp., et al., 719 F. Supp. 27 (D. Mass. 1989): Represented bank and officers in defense of federal securities class action; case settled
- Konstantinakos, et al. v. Federal Deposit Insurance Corp., et al., 719 F. Supp. 35 (D. Mass. 1989): Represented bank and officers in defense of federal securities class action; case settled
- Van de Velde, et al. v. Coopers & Lybrand, 899 F. Supp. 731 (D. Mass. 1995): Represented audit firm in defense of federal securities class action; case settled
- Estate of Quisenberry v. Alere Medical, Inc. et al. (Cal. Super Ct.): Defended target and directors and officers against claim by shareholders of misleading disclosures concerning merger
· Shareholder Derivative Suits
- In re Progress Software Derivative Litigation (D. Mass.): Represented corporation at onset of stock option derivative case and secured dismissal of complaint on demand grounds
- Chrysogeles v. CACI International, Inc., et al. (Delaware Chancery Court): Represented corporate defendant in direct and derivative litigation involving claims of breach of fiduciary duty arising out of contest for control; case settled
- Katz v. Swersky and Berman, et al. (Delaware Chancery Court): Obtained dismissal of shareholder derivative action as well as direct fiduciary duty claims
- Mehrvar v. Van Heyningen and Spratt, et al. (R.I. Super. Ct.): Defended board members and officers against claim that improper revenue recognition damaged the company, including by causing a securities fraud class action to be brought against it; case settled
- Ji v. Van Heyningen and Spratt, et al. (D. RI): Defended board members and officers against claim that improper revenue recognition damaged the company, including by causing a securities fraud class action to be brought against it; case settled
- Caviness v. Evans, et al. (D. Mass.): Successfully defended former Chief Executive Officer and Chairman of public company in a derivative suit alleging violations of state and federal law arising from alleged improper revenue recognition of software licensing contracts
- Software Holdings, Ltd. v. Joseph Frye, et al. (Mass. Super. Ct.): Prosecuted shareholder derivative suit in the name of a Guernsey corporation to recover value diverted by insiders' self-dealing sale of subsidiaries; case settled
- McBrearty v. Vanguard, et al. (S.D.N.Y.): Achieved dismissal of RICO complaint alleging investments by mutual funds in illegal offshore gambling operations; affirmed by Second Circuit
· Corporate Governance/Shareholders' Rights/Disclosure Cases
- Karmaloop, Inc. v. Allen Sneider v. Karmaloop, Inc., Gregory Selkoe and Christopher Mastrangelo (Mass. Super. Ct.): Currently representing minority shareholder of internet start-up on claims against insiders for freeze-out and improper dilution
- Massachusetts Mutual Life Insurance Company v. Residential Funding Company LLC, et al. (D. Mass.): Defending sponsor of mortgage-backed securities against disclosure claims of purchaser
- Mary Morgan v. Voyence, Inc. (Delaware Chancery Court): Defending EMC Corporation in shareholder appraisal action arising out of merger
- Triumph - Connecticut Limited Partnership, et al. v. Ascent Pediatrics, Inc. (Mass. Super. Ct.): Obtained summary judgment for public pharmaceutical company against claim that warrant holders' pay-out rights were triggered by merger; affirmed by Massachusetts Appeals Court
- DaSilva v. Coffee Connection and Starbucks (Mass. Super. Ct.): Defended two founders of Coffee Connection against claims of fraud in the purchase of company stock from third founder prior to acquisition by Starbucks Corporation; case settled
- Cambridge Biotech Corp., et al. v. Cambridge Diagnostics Ireland, Ltd., et al. (Mass. Super. Ct.): Defended claims that corporate president, board member and minority shareholder acted beyond their authority and breached fiduciary duties by causing the company to sublicense patented technology; case settled
- Hollander v. Jenkins and Orion Research Inc. (D. Mass.): Represented company and Chief Executive Officer in proxy contest litigation under the Securities Exchange Act; case settled
- Watchmark Corp. v. Argo Global Capital LLC et al. (Delaware Chancery Court): Defended preferred shareholder in declaratory judgment action seeking to alter charter rights
- GSM Capital Limited Partnership v. Watchmark Corp. (Delaware Chancery Court): Obtained multi-million dollar settlement for shareholder asserting appraisal rights
- Wingstop Holdings, Inc. et al. v. Restaurants International, Inc. et al., (Mass. Super. Ct.): Obtained favorable settlement for minority shareholder in direct and derivative claims against controlling shareholder for self-dealing, breach of fiduciary duty, dilution and waste
- Harder Pharmaceutical, L.P. et al. v. Copley Pharmaceutical, Inc. (SDNY): Represented plaintiff venture capital investors in securities claim relating to buy-back of stock prior to company IPO, achieving a settlement of $11.4 million
- Moore v. America Service Group, Inc. et al. (D. Del.): Achieved multi-million dollar settlement for minority shareholder/founder of health services company who was defrauded during buy-out by insiders
· Arbitrations
- Merrill Lynch et al. v. Morgan Stanley et al. (NASD No. 07-387): Defended brokers against claims for conversion and unfair competition; obtained favorable award
- Wachovia Securities LLC v. Morgan Stanley et al. (FINRA No. 07-01736): Defended brokers against raiding claim; obtained favorable award
- Biotechnology Company. v. Broker Dealer (FINRA No. 10-00656): Represented customer in complaint regarding auction-rate securities; case settled
- Rajesh Idnani et al. v. Venus Investment Partners LLC et al. (AAA Case No. 11 148 Y 02235 06): Defended hedge fund manager against investors' misrepresentation claims; obtained favorable award
Professional / Civic Involvement
· Boston Bar Association, Business Litigation Committee, Former Chairman
· Lex Mundi, Firm Representative for Securities Litigation
Publications
· Massachusetts Chapter, BUSINESS TORTS, A FIFTY-STATE GUIDE (2010 Edition)
· Defending Insurers in Claims Litigation, INSURANCE LAW DEALS STRATEGIES (2008)
· Dura Pharmaceuticals, Inc. v. Broudo: Supreme Court Case Calls Massachusetts Loss Causation Rule into Question, BOSTON BAR JOURNAL (March/April 2006)
· Anonymous Sources In Securities Class Action Complaints, THE REVIEW OF SECURITIES COMMODITIES REGULATION (2005)
Honors/Awards
Selected for inclusion in Massachusetts Super Lawyers