Brian M. Lutz

Co-Chair, National Securities Litigation Practice Group at Gibson, Dunn & Crutcher LLP

Brian M. Lutz

Brian M. Lutz

Co-Chair, National Securities Litigation Practice Group at Gibson, Dunn & Crutcher LLP

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. Outside the securities space, Mr. Lutz has handled a wide range of other business litigation, including contract disputes, misappropriation of trade secrets, antitrust, labor and employment, and insurance matters. Mr. Lutz represents public companies, hedge funds, private equity firms, investment banks and clients across a variety of industries, including bio-pharma, tech, finance, retail, health care, energy, accounting and insurance.

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 recently 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.

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 Mergers and Acquisitions Matters:

* ?Depomed: 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.
* 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.

Representative Securities and Shareholder Derivative Matters:

* 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. ??

Other Commercial Litigation Matters:?

* ?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. ?

Overview
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1252

Number of Boards

2

Number of Awards

2

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Partner at Gibson, Dunn & Crutcher LLP

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Co-Chair, Real Estate Investment Trust Practice at Gibson, Dunn & Crutcher LLP

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Chair, Privacy, Cybersecurity & Consumer Protection Practice Group at Gibson, Dunn & Crutcher LLP

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Partner at Gibson, Dunn & Crutcher LLP

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Co-Chair, Land Use Practice Group at Gibson, Dunn & Crutcher LLP

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Co-Chair, Appellate & Constitutional Law Practice Group at Gibson, Dunn & Crutcher LLP

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Partner at Gibson, Dunn & Crutcher LLP

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Co-Chair, International Trade Practice Group at Gibson, Dunn & Crutcher LLP

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Partner at Gibson, Dunn & Crutcher LLP

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Partner at Gibson, Dunn & Crutcher LLP

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In The News
Portland Business Journal (Oregon)
September 27, 2019
Judge again dismisses lawsuit against Nike's board of directors
Portland Business Journal (Oregon)
May 16, 2019
Shareholders refile lawsuit against Nike's board of directors
Portland Business Journal (Oregon)
April 15, 2019
'Boys' club' lawsuit against Nike's board of directors dismissed
Portland Business Journal (Oregon)
March 22, 2019
Nike argues for dismissal of lawsuit against board of directors
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Brian M. Lutz
Co-Chair, National Securities Litigation Practice Group at Gibson, Dunn & Crutcher LLP
Education
Juris Doctor
Class of 2002

Harvard Law School offers an energetic and creative learning environment, a diverse and dedicated faculty—whose expertise spans a broad array of legal subjects—and a student body that comes from every state in the U.S. and more than 70 countries around the world. Approximately 1,900 students attend HLS each year: 1,680 J.D. students, 160 LL.M. students, and 50 S.J.D. candidates. The faculty includes more than 100 full-time professors and more than 150 visiting professors, lecturers on law, and instructors. The curriculum features more than 260 courses and seminars that cover a broad range of traditional and emerging legal fields. A Harvard Law education prepares students for success in law practice, business, public service, teaching, and more. Most HLS students are pursuing a J.D. (Juris Doctor) degree, while many others are earning an LL.M. (Master of Laws) or the S.J.D. (Doctor of Juridical Science). Harvard Law School also offers many joint degree programs, coordinated programs, and concurrent degree opportunities with other schools within Harvard University. The Law School community is also home to numerous research programs and engaging publications, including books, scholarly periodicals, newsletters, and a weekly student newspaper.

Bachelor of Arts in History & Political Science, Phi Beta Kappa
Class of 1998

The University of Michigan (UM, U-M, UMich, or U of M), frequently referred to as simply Michigan, is a public research university located in Ann Arbor, Michigan, United States. It is the state's oldest university and the flagship campus of the University of Michigan. It is one of the original eight Public Ivy universities and is one of the founding members of the Association of American Universities. It has been ranked among the top five research universities in the US, and among the top 20 universities in the world. U-M also has satellite campuses in Flint and Dearborn.

Career History
Co-Chair, National Securities Litigation Practice Group
Current

Gibson, Dunn & Crutcher LLP provides legal services. The firm provides services in areas such as labor, employment, entertainment & media law, toxic torts and other environmental matters. Its clients include commercial & investment banks, government entities, individuals and startups. The company was founded in 1890 and is headquartered in Los Angeles, CA.

Boards & Committees
Member, Diversity Committee
Current

Gibson, Dunn & Crutcher LLP provides legal services. The firm provides services in areas such as labor, employment, entertainment & media law, toxic torts and other environmental matters. Its clients include commercial & investment banks, government entities, individuals and startups. The company was founded in 1890 and is headquartered in Los Angeles, CA.

Member, Board of Student Advisors
Prior

Harvard Law School offers an energetic and creative learning environment, a diverse and dedicated faculty—whose expertise spans a broad array of legal subjects—and a student body that comes from every state in the U.S. and more than 70 countries around the world. Approximately 1,900 students attend HLS each year: 1,680 J.D. students, 160 LL.M. students, and 50 S.J.D. candidates. The faculty includes more than 100 full-time professors and more than 150 visiting professors, lecturers on law, and instructors. The curriculum features more than 260 courses and seminars that cover a broad range of traditional and emerging legal fields. A Harvard Law education prepares students for success in law practice, business, public service, teaching, and more. Most HLS students are pursuing a J.D. (Juris Doctor) degree, while many others are earning an LL.M. (Master of Laws) or the S.J.D. (Doctor of Juridical Science). Harvard Law School also offers many joint degree programs, coordinated programs, and concurrent degree opportunities with other schools within Harvard University. The Law School community is also home to numerous research programs and engaging publications, including books, scholarly periodicals, newsletters, and a weekly student newspaper.

Political Donations
$250
2012

Former President of United States

Awards & Honors
Admitted to the California Bar
Admitted to the New York Bar
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