“A smart, knowledgeable and business-minded attorney whose performance both in and out of the courtroom is excellent” (Chambers and Partners), Brian has a wealth of experience advising on commercial and corporate matters. Brian is the managing partner in Reed Smith’s Wilmington, Delaware office and a member of the firm’s Global Commercial Disputes Group. His practice emphasizes business and complex litigation, including litigating in the renowned Court of Chancery, as well as advising on a variety of commercial matters. Brian has been recognized by Chambers and Partners (Chancery), The Best Lawyers in America, Super Lawyers (Delaware Business Litigation), The Legal 500 US, and The Delaware Law Weekly (Lawyers on the Fast Track – 2016). Chambers and Partners reports that Brian “is increasingly recognized for his work in handling complex business litigation,” and that he has “a masterful understanding of Delaware law and is a true practitioner who knows all aspects of the law.” Market commentators have reported to Chambers and Partners that Brian “has a very good presence in court and is very smart” and that he is “a detail-oriented and trusted counsel.” Brian was also recently ranked in the top 10 influential Chancery lawyers shaping Delaware’s legal landscape in 2023, noting that “his commitment to client service is remarkable.”
Experience
Representative matters
Representative matters
Represented clients in litigation involving various M&A transactions. See, for example, Javelin Pharmaceuticals, Inc. v. Hospira, Inc., Del. Ch., C.A. No. 5533-VCN. (Defended Hospira, Inc. in an expedited litigation seeking to compel Hospira to close on its proposed $150 million acquisition of Javelin Pharmaceuticals, Inc.; the key issue concerned use of a MAC or MAE clause.); see also Esko-Graphics Inc. v. Schawk Digital Solutions, Inc., Del. Ch., C.A. No. 2018-0472-JTL.
Represented clients in class and derivative litigation, including fiduciary claims. See, for example, Wilson, et al. v. Wells Fargo Securities, LLC, et al., D. Del., C.A. No. 1:11-cv-00511-SLR. (Obtained dismissal of a class action for Wells Fargo relating to a $7 billion settlement deal for the auction rate securities (ARS) market's collapse.); In re New York Stock Exchange/Archipelago Merger Litig., N.Y. Sup. Ct., Bus. Div., No. 601646/05 (represented seatholders of the NYSE challenging the merger between the NYSE and Archipelago in which counsel for the NYSE seatholders was credited with adding over $1 billion in additional value for the NYSE seatholders); see also Steel Inv. Co. v. Smith, et al., Del. Ch., No. 2511-N; CLP 2014-A, L.P. v. Grand Wealth Group Limited, et al., Del. Ch., C.A. No. 2017-0098-JRS; Jaroslawicz, et al. v. M&T Bank Corp., et al., D. Del., C.A. No. 1:15-cv-00897-RGA; and Garfield v. Allen, et al., Del. Ch., C.A. No. 2021-0420-JTL.
Represented clients in claims related to breaches of asset purchase, stock purchase or joint venture agreements. See, for example, Sofregen Medical, Inc., et al. v. Allergan Sales, LLC, et al., Del. Super. Ct., C.A. No. N20C-03-319-EMD (CCLD) (first chair trial counsel); Acella Pharmaceuticals, LLC, et al. v. Sebela International, Ltd., et al., C.A. No. 2017-0299-JTL. (Defended pharmaceutical manufacturer and distributor in earn-out dispute relating to annual milestone payments arising from a purchase and sale agreement pursuant to which the company acquired pharmaceutical products); Doden v. Harris Steel, Inc., Del. Ch., C.A. No. 4319-VCL. (Counsel to Harris Steel, a subsidiary of NuCor Corp., in a lawsuit arising out of a stock purchase agreement pursuant to which Harris Steel acquired plaintiff’s steel fabrication and distribution business for approximately $185 million, subject to post-closing adjustments in accordance with an accountant resolution procedure set forth in the stock purchase agreement.); Piedmont Energy Co. v. Georgia Natural Gas Co., Del. Ch., No. 4424-VCS. (Represented Piedmont Energy Company, a subsidiary of Piedmont Natural Gas Company, in a lawsuit seeking an order declaring Piedmont’s rights pursuant to a buy-out option under a joint venture agreement.); Eggleston v. Alcatel-Lucent USA, Inc., Del. Super. Ct., C.A. No. N17C-06-145 EMD CCLD. (Represented Nokia (formerly Alcatel-Lucent) in litigation pending in Delaware in defense of a deferred compensation/earn-out dispute with a founder of a company acquired by Nokia.)
Represented clients in litigation involving various M&A transactions. See, for example, Javelin Pharmaceuticals, Inc. v. Hospira, Inc., Del. Ch., C.A. No. 5533-VCN. (Defended Hospira, Inc. in an expedited litigation seeking to compel Hospira to close on its proposed $150 million acquisition of Javelin Pharmaceuticals, Inc.; the key issue concerned use of a MAC or MAE clause.); see also Esko-Graphics Inc. v. Schawk Digital Solutions, Inc., Del. Ch., C.A. No. 2018-0472-JTL.
Represented clients in class and derivative litigation, including fiduciary claims. See, for example, Wilson, et al. v. Wells Fargo Securities, LLC, et al., D. Del., C.A. No. 1:11-cv-00511-SLR. (Obtained dismissal of a class action for Wells Fargo relating to a $7 billion settlement deal for the auction rate securities (ARS) market's collapse.); In re New York Stock Exchange/Archipelago Merger Litig., N.Y. Sup. Ct., Bus. Div., No. 601646/05 (represented seatholders of the NYSE challenging the merger between the NYSE and Archipelago in which counsel for the NYSE seatholders was credited with adding over $1 billion in additional value for the NYSE seatholders); see also Steel Inv. Co. v. Smith, et al., Del. Ch., No. 2511-N; CLP 2014-A, L.P. v. Grand Wealth Group Limited, et al., Del. Ch., C.A. No. 2017-0098-JRS; Jaroslawicz, et al. v. M&T Bank Corp., et al., D. Del., C.A. No. 1:15-cv-00897-RGA; and Garfield v. Allen, et al., Del. Ch., C.A. No. 2021-0420-JTL.
Represented clients in claims related to breaches of asset purchase, stock purchase or joint venture agreements. See, for example, Sofregen Medical, Inc., et al. v. Allergan Sales, LLC, et al., Del. Super. Ct., C.A. No. N20C-03-319-EMD (CCLD) (first chair trial counsel); Acella Pharmaceuticals, LLC, et al. v. Sebela International, Ltd., et al., C.A. No. 2017-0299-JTL. (Defended pharmaceutical manufacturer and distributor in earn-out dispute relating to annual milestone payments arising from a purchase and sale agreement pursuant to which the company acquired pharmaceutical products); Doden v. Harris Steel, Inc., Del. Ch., C.A. No. 4319-VCL. (Counsel to Harris Steel, a subsidiary of NuCor Corp., in a lawsuit arising out of a stock purchase agreement pursuant to which Harris Steel acquired plaintiff’s steel fabrication and distribution business for approximately $185 million, subject to post-closing adjustments in accordance with an accountant resolution procedure set forth in the stock purchase agreement.); Piedmont Energy Co. v. Georgia Natural Gas Co., Del. Ch., No. 4424-VCS. (Represented Piedmont Energy Company, a subsidiary of Piedmont Natural Gas Company, in a lawsuit seeking an order declaring Piedmont’s rights pursuant to a buy-out option under a joint venture agreement.); Eggleston v. Alcatel-Lucent USA, Inc., Del. Super. Ct., C.A. No. N17C-06-145 EMD CCLD. (Represented Nokia (formerly Alcatel-Lucent) in litigation pending in Delaware in defense of a deferred compensation/earn-out dispute with a founder of a company acquired by Nokia.)
Represented clients in actions seeking to compel a shareholder meeting. See, for example, Bernstein, et al. v. Surge Global Energy, Inc., Del. Ch., No. 3411-VCS; Baker v. Med-Vantage, Inc., Del. Ch., No. 4069-VCP.
Represented clients in lawsuits to compel inspection and/or copying of corporate books and records. See, for example, Plummer v. GeoStar Corp., Del. Ch., No. 3085-VCN; Schoon v. Troy Corp., Del. Ch., No. 1677-N; Steel v. Troy Corp., Del. Ch., No. 1677-N; Henne v. Digital River, Inc., Del. Ch., No. 2715-N; Graffia v. Hartford Computer Group, Inc., Del. Ch., No. 3792-VCL; Papastavrou v. Stage III Technologies, LLC, et al., Del. Ch., No. 5300-VCL.; Florida R&D Fund Investors, LLC v. Florida Boca/Deerfield R&D Investors, LLC, et al., Del. Ch., No. 8400-VCN; Papastavrou v. Intelligent Medical Devices, Inc., Del. Ch., No. 10613-VCL.; Treschow v. FaZe Clan Inc., Del. Ch., C.A. No. 2020-0012-JRS.
Represented clients in business/corporate appraisal actions. See, for example, Drew, et al. v. Trilogy, Inc., Del. Ch., No. 3761-NA; Tu, et al. v. Walker Fin. Corp., Del. Ch., No. 3280-VCP; Domain Associates, LLC, et al. v. Nimesh Shah., Del. Ch., C.A. No. 12921-VCL (including defense of related fiduciary and contractual claims).
Represented client in contested election lawsuits. See, for example, Graffia v. Hartford Computer Group, Inc., Del. Ch., No. 3792-VCL; Island Cap. Partners, LLC, et al. v. Ransome Dev. Co., LLC, Del. Ch., No. 4108-VCL; Brice v. CarVal Investors, LLC, et al., Del. Ch., C.A. No. 12613-VCMR.
Represented clients in litigation involving judicial dissolutions, deadlocks, receiverships, and business “divorces.” See, for example, In re Arrow Investment Advisors, LLC, Del. Ch., No. 4091-VCS; Waughtal, et al., v. Gutierrez, et al., Del. Ch., No. 10475-VCP; Gimaex Holding, Inc., v. Spartan Motors USA, Inc., et al., D. Del., No. 1:15-cv-00515-RGA-MPT; see also Wells Fargo Bank, N.A. v. Medical Dev. Int’l Ltd., Inc., et al., Del. Ch., C.A. No. 7327-VCG (including obtaining interim and permanent receiver and a multi-million dollar judgment for Wells Fargo).
Represented clients in advancement and indemnification proceedings. See, for example, Ransome Dev. Co., LLC v. Ransome Group Investors I, LLP, Del. Ch., No. 4122-VCL; Rusciano v. UBS AG, et al., Del. Ch., No. 4454-VCP; Schoon, et al. v. Troy Corp., Del. Ch. No. 2362-N; Pontone v. Milso Indus. Corp., Del. Ch., Nos. 7615-VCP and 8842-VCP; Santer, et al. v. Silicon Valley Innovation Co., LLC, Del. Ch., No. 9599-VCP; Maluney v. Am. Int’l Group, Inc., Del. Ch., No. 4812-VCP; Treschow v. FaZe Clan Inc., Del. Ch., C.A. No. 2020-0012-JRS.
Represented clients in litigation in connection with an unclaimed property liability assessment. See, for example, Staples Inc. v. Cook, et al., Del. Ch., C.A. No. 5447-CS; McKesson Corp. v. Cook, et al., Del. Ch., C.A. No. 4920-CC.; Temple-Inland Inc. v. Cook, et al., D. Del., No. 14-00654; AT&T Capital Services, Inc., et al. v. Geisenberger, et al., C.A. No. 19-02238-MN; Siemens USA Holdings, Inc., et al. v. Richard Geisenberger, et al., D. Del., C.A. 1-19-cv-02284.
Defense of qui tam litigation. See, for example, French, et al. v. Card Compliant, LLC, et al., Del. Super. Ct., No. N13C-06-289-PRW. (Represented clients in a qui tam lawsuit brought by the Relator and State of Delaware relating to the escheatment of unused gift cards, including obtaining the dismissal of Netflix from the lawsuit with a ruling of no liability.)
Lead counsel under Delaware Court of Chancery arbitration proceedings.
Represented clients in a variety of commercial arbitrations and mediations in different forums, including before the American Arbitration Association (AAA) and Judicial Arbitration and Mediation Services (JAMS).
Represented indenture trustees in litigation relating to the underlying security. See, for example, RBC Capital Markets, LLC v. Education Loan Trust IV, 2011 WL 6152282 (Del. Ch. Dec. 6, 2011). (Represented the indenture trustee and obtained dismissal due to the plaintiff’s failure to comply with the indenture’s “no-action” clause.); The Bank of New York Mellon v. Synchronoss Technologies, Inc., Del. Ch., C.A. No. 2018-0436-JRS. (Represented as trustee.)
Represented clients in breach of contract and related litigation. See, for example, Callaway Golf Company v. Acushnet Company, Del. Ch., No. 4165-VCS. (Represented Callaway Golf Company in a lawsuit seeking contract reformation and alleging breach of contract and breach of the implied covenant of good faith and fair dealing.); Cignal Mortgage Corp., et al. v. Gary Nader Corp., Del. Ch., No. 4322-VCS. (Obtained dismissal of a lawsuit concerning alleged breaches of various agreements concerning a commercial aircraft and LLC.); E.I. DuPont de Nemours & Co., Inc. v. Mechanical Integrity, LLC, D. Del., No.07-346 (SLR). (Represented NDT Equipment Services, Ltd. and one of its directors in a third-party complaint brought against them relating to an alleged pipeline spill of chloroform and obtained a dismissal on jurisdictional grounds.); Christiana Realty Associates, LLC v. Christiana Town Center, LLC, Del. Ch., C. A. No. 2023-0799-SEM.
Represented clients in real estate and real estate finance disputes. See, for example, Leidesdorf v. Mulholland, et al., Del. Ch., No. 20549-VCN; Frank Investments Ranson, LLC, et al. v. Ranson Gateway, LLC, et al., Del. Ch., C.A. No. 11101-VCS.
Represented clients in various expedited litigations seeking temporary and preliminary injunctive relief, including obtaining a state-wide preliminary injunction relating to certain unlawful activity engaged in by union members and officials during labor strikes. See, for example, Verizon of Delaware, Inc. v. Communications Workers of America, Local No. 13100, et al., Del. Ch., C.A. No. 6766-CS; Verizon Delaware, LLC v. Communications Workers of America, Local No. 13100, et al., Del. Ch., C.A. No. 12202-VCL; Cellco Partnership v. Communication Workers of America, Local No. 13100, et al., C.A. No. 12206-VCL.
Represented clients in federal securities litigation. See, for example, In re Pfizer Inc. Sec. Litig., S.D.N.Y., No. 04 Civ. 9866 (RO); In re Tyco Int’l Ltd. Sec. Litig., D.N.H., No. 02-1335; Stichting Pensioenfonds ABP v. AOL Time Warner Inc., et al., S.D.N.Y.; and DEKA Inv. GMBH et al. v. AOL Time Warner Inc. et al., S.D.N.Y.
Represented clients in litigation asserting misappropriation of trade secrets and other related claims. See, for example, LeCroy Corp. v. Hallberg, et al., Del. Ch., No. 4328-VCP.
Represented clients in patent cases. See, for example, Lucent Tech., Inc., et al. v. Gateway, Inc., et al., S.D. Cal., No. 07-CV-2000 H (CAB); Multimedia Patent Trust v. Microsoft Corp., S.D. Cal., No. 06-CV-0684 H (CAB); Multimedia Patent Trust v. Microsoft Corp., et al., S.D. Cal., No. 07-CV-0747 H (CAB).
Represented clients before the Third Circuit and Delaware Supreme Court. See, for example, Ocean City Costa Rica Investment Group, LLC v. Camaronal Development Group, LLC, 3d Cir., Case No. 13-3135. (Lead counsel to Camaronal Development Group and presented oral argument to U.S. Court of Appeals for the Third Circuit in obtaining affirmance of a district court decision relating to the rights of a judgment creditor.); Santer, et al. v. Silicon Valley Innovation Company, LLC, Del., No. 490, 2015. (Represented Silicon Valley Innovation Company, LLC as lead counsel and presented oral argument to the Delaware Supreme Court on a matter involving advancement rights in the receivership context.)
Represented clients in commercial disputes involving dual contractual and business tort claims. See, for example, Prime Therapeutics LLC v. Walgreens Co., Del. Ch., C.A. No. 2021-0771-PAF. (Lead counsel to Walgreens and the successful defense of an expedited preliminary injunction proceeding asserting breach of fiduciary duty, contract (noncompete and exclusivity provision) and appraisal related claims.); Greanex LLC, et al. v. Triem, et al., C.A. No. 7:20-cv-36-DLB(KY). (Represented a group of Uniper entities on fraud and contract claims, including obtaining a $24 million judgment and dismissal of $100 million in counterclaims.)
Represented clients in defense of mass tort product liability cases. See, for example, In re: AMS Pelvic Mesh Products Liability Litigation, Del. Super. Ct. C. A. No. 11C-07-212-PEL; Younce v. GlaxoSmithKline LLC, Del. Super. Ct., C.A. No. N20C-06-231 DJB; Knauer v. GlaxoSmithKline LLC, Del. Super. Ct., C.A. No. N21C-11-055 DJB; In re: Proton Pump Inhibitor Products Liability Litigation, Del. Super. Ct., C.A. No. N17C-07-001 PPI (EMD); Wilson v. Abbott Laboratories, et al., Del. Super. Ct., C.A. No. N19C-05-357-PPI; Viiv Healthcare UD (No. 4) Ltd. v. IncellDx, Inc., Del. Super. Ct., C.A. No. N17C-05-571- PRW CCLD; Shearer v. AstraZeneca Pharmaceuticals LP, et al., Del. Super. Ct., C.A. No. N17C-06-204 PPI; Check v. St. Jude Medical, LLC, et al., D. Del., C.A. No. 1:20-cv-00329-RGA-CJB; Freed v. St. Jude Medical, Inc,, et al., D. Del., C.A. No. 17-1125-CJB; Guinn v. St. Jude Medical, LLC, et al., D. Del., C.A. No. 1:20-cv-00071-RGA; Mellott v. St. Jude Medical, Inc., et al., D. Del., C.A. No. 1:19-cv-01779-CFC; Murphy v. St. Jude Medical, Inc., D. Del., C.A. No. 1:20-cv-00983-RGA-CJB; Putman v. St. Jude Medical, Inc., D. Del., C.A. No. 1:21-cv-00847-MPT; Ross v. St. Jude Medical, Inc., D. Del., C.A. No. 1:20-cv-00971-RGA-CJB.
Represented clients in various insurance recovery matters. See, for example, Gallup, Inc. v. Greenwich Insurance Company, Del. Super. Ct., C.A. No. N14C-02-136 FWW; Verizon of Delaware, Inc. v. Communications Workers of America, Local No. 13100, et al., Del. Ch., C.A. No. 6766-CS; Verizon Delaware, LLC v. Communications Workers of America, Local No. 13100, et al., Del. Ch., C.A. No. 12202-VCL; Ally Financial Inc. v. U.S. Specialty Insurance Company, D. Del., 1:22-cv-00064-MPT; American Alternative Ins. Corp., et al. v. AmeriSourceBergen Co., et al., D. Del., C.A. No. N22C-02-046 AML CCLD; Arrowood Indemnity Company v. AmeriSourceBergen Co., et al., D. Del., C.A. No. N22C-01-182 AML CCLD; Hartford Casualty Insurance Company, et al. v. AmeriSourceBergen Co., et al., D. Del., C.A. No. N22C-02-099 AML CCLD; National Union Fire Insurance Co. of PGH v. AmeriSourceBergen Co., et al., D. Del., C.A. No. N22C-01-109 AML CCLD; XL Insurance America, Inc.,v. AmeriSourceBergen Co., et al., Del. Super. Ct., C.A. No. N22C-02-084 MMJ CCLD; Origis USA LLC, et al. v. Great American Insurance Co., et al., Del. Super. Ct., C.A. No. N23C-07-102 SKR CCLD.
Recognitions
- Selected through peer review for inclusion in The Best Lawyers in America© for Commercial Litigation, 2024-2025
- Ranked in Chambers USA for Delaware Chancery, 2016-2025
- The Best Lawyers in America© for Commercial Litigation, 2024 – only the top 5.3% of all practicing lawyers in the United States were selected by their peers to be in the Best Lawyers list
Credentials
Education
Education
- Widener University School of Law, J.D., magna cum laude, Articles Editor of The Delaware Journal of Corporate Law
- Wilmington University, B.S., Finance, summa cum laude; Sigma Beta Delta; Delta Epsilon Rho
Professional admissions & qualifications
Professional admissions & qualifications
- Delaware
Court admissions
Court admissions
- State Supreme Court - Delaware
- U.S. District Court - District of Delaware
- U.S. Court of Appeals - Third Circuit
- U.S. Bankruptcy Court - District of Delaware
Professional affiliations
Professional affiliations
- Certified Mediator, Delaware Superior Court and U.S. Bankruptcy Court for the District of Delaware
- Former Special Deputy Attorney General, Delaware Department of Justice Lend-A-Prosecutor Program
- Former Attorney Guardian ad litem, Delaware Office of Child Advocacy
- Delaware State Bar Association
- American Bar Association
Clerkships
Clerkships
- Delaware Supreme Court, Honorable Henry duPont Ridgely
- Delaware Supreme Court, Honorable Myron T. Steele
Insights
Blogs
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