Troy S. Brown

With experience in all aspects of complex merger and acquisition litigation, including post-acquisition representation, warranty and covenant litigation, all aspects of indemnification and third-party indemnification disputes, and financial adjustment litigation and accounting arbitrations, Troy served as lead trial counsel to E. I. du Pont de Nemours and Company in its defense of a complex post-acquisition indemnification lawsuit. The lawsuit, which sought more than $800 million in damages, was resolved on mutually agreeable terms after three weeks of trial. Most recently, Troy was lead trial counsel to ZimmerBiomet in defense of a $15 million False Claims Act retaliation case filed by a former high-volume and highly-compensated sales team leader, in which he obtained a complete unanimous defense verdict after a two-week jury trial in the U.S.D.C, E.D. Pa., and also secured a jury verdict in favor of ZimmerBiomet on its counterclaims of breach of fiduciary duty and breach of confidentiality agreement.

Troy has knowledge across numerous industries, including the chemical, petrochemical, and oil and gas industries; the medical device industry; and the private equity and investment fund space. He handles complex medical device and product liability litigation, as well as consumer and securities class action defense work, two areas in which the firm has been named a class actions and mass torts “powerhouse” in the BTI Litigation Outlook 2014 report. In one notable case, he served as one of two supervising partners on the national and worldwide coordinating counsel team for litigation and regulatory matters involving a client’s excimer laser system for LASIK eye surgery.

Troy frequently speaks to corporate counsel about merger and acquisition provisions, indemnification issues, litigation risk management, and alternative dispute resolution options.

He is the immediate past general counsel for Variety the Children’s Charity.

Mergers & Acquisitions / Commercial Contracts / Business Fraud / Consumer and Securities Class Action Litigation

• Lead trial counsel to E. I. du Pont de Nemours and Company in its defense of a complex post-acquisition indemnification lawsuit asserted by INVISTA, a wholly-owned subsidiary of Koch Industries, in the United States District Court for the Southern District of New York. The lawsuit sought more than $800 million of damages concerning more than 60 environmental, health, safety and commercial indemnity claims at numerous former facilities in the United States, United Kingdom, Canada, South America and Europe, stemming from DuPont's $4 billion divestiture in 2004 of its worldwide nylon intermediates business. The lawsuit was tried in June 2012. During trial, Mr. Brown cross-examined six of INVISTA's eight lead trial witnesses, including Koch Industries' Vice President of Operations Excellence and member of the Board of Directors, INVISTA's former and current Senior Vice Presidents of Operations, INVISTA's Global Air Manager, and INVISTA's lead environmental expert and its principal outside environmental auditor. Mr. Brown also presented and redirected five of DuPont's six lead trial witnesses, including four of its lead environmental experts. After three weeks of trial, immediately prior to closing arguments on the first of two phases of trial, the parties resolved the lawsuit on mutually agreeable terms.
• Lead trial counsel to ZimmerBiomet in defense of a $15 million False Claims Act retaliation case filed by a former high-volume and highly-compensated sales team leader. Mr. Brown obtained a complete unanimous defense verdict after a two-week jury trial in the U.S.D.C, E.D. Pa., and also secured a jury verdict in favor of ZimmerBiomet on its counterclaims of breach of fiduciary duty and breach of confidentiality agreement. Read more about this matter.
• Lead trial counsel to worldwide manufacturer and distributor of protective solutions for the US military, Department of Defense, federal agencies, and law enforcement and corrections professionals in a fraud and breach of contract action in the US District Court for the Southern District of Florida seeking in excess of $13 million of damages. Mr. Brown secured dismissal of the fraud claim on a motion to dismiss, and later secured a complete summary judgment victory on the breach of contract claim, which was most recently unanimously upheld by the US Court of Appeals for the 11th Circuit. Read more about the matter.
• Lead counsel to Japanese parent and US subsidiaries and affiliates of international manufacturer of high-grade metal products and high-grade casting components in defense of breach of contract claims by New York investment banking firm in the US District Court for the Southern District of New York, in which Plaintiff alleged it was owed a $6.8 million "completion fee," plus other relief, in connection with the acquisition by the Japanese parent company of a multibillion-dollar iron casting business. Early on in the case, successfully secured dismissal of the Japanese parent company and two of the named affiliate defendants on personal jurisdiction grounds. After extensive fact discovery in the United States and Japan, successfully secured a complete victory on summary judgment, which was most recently unanimously upheld by the US Court of Appeals for the 2nd Circuit. Read more about the matter.
• Lead trial counsel to a private equity client’s contract management portfolio company in complex, multi-jurisdiction, post-merger litigation in New Jersey state and federal courts, Delaware Chancery Court, New York state court, and the Kingdom of Saudi Arabia, in which Mr. Brown successfully defeated numerous preliminary injunction motions and other motions for emergency relief permitting the client to continue running the acquired business unburdened by any financial or operational restrictions.  After extensive document and ESI discovery, the parties in all actions submitted to a detailed ADR process which led to a favorable global settlement of all disputes.
• Lead trial counsel to one of the world’s leading food and beverage companies in the defense of a breach of contract action seeking in excess of $30 million of damages, and the prosecution of indemnity claims against third parties, in the US District Court for the Eastern District of Pennsylvania. Mr. Brown obtained summary judgment dismissing the bulk of Plaintiff’s case, after which the lawsuit favorably resolved. Read more about the matter.
• Lead trial counsel to one of the world’s leading food and beverage companies in the defense of breach of contract claims asserted in the US District Court for the District of New Jersey by the Assignee for the Benefit of Creditors appointed to oversee the liquidation of the client’s former regional supplier of corrugated boxes, as well as in the defense of preference claims asserted by the Assignee in New Jersey state court. Both cases settled favorably on the eve of trial.
• Lead trial counsel to a private equity client’s specialty hydrocarbons portfolio company in an arbitration concerning complex post-acquisition tax and accounting issues, in which Mr. Brown obtained a complete victory on all issues as well as the application of costs and expenses of the proceeding against his client’s adversary.
• Lead trial counsel to a private equity client’s restaurant and food industry portfolio company in the defense of post-acquisition contract and fraud claims in the US District Court for the Southern District of New York, in which Mr. Brown obtained dismissal of the majority of claims on a motion to dismiss, after which the matter settled favorably.
• Lead trial counsel to an emergency medical device and monitoring company in its defense of a putative consumer class action in federal court in New York concerning allegations of misrepresentations in connection with new customer contracts.
• Lead trial counsel to a distributor of pipe, valve and fitting products to the energy and industrial markets in defense of a breach of contract and indemnity action in the US District Court for the Western District of Michigan, in which Mr. Brown obtained a near-complete victory on summary judgment, after which the matter settled favorably.
• Lead counsel to a closely held Thai company, as plaintiff in the US District Court for the District of Delaware, in the prosecution of claims against US and Japanese manufacturers for breach of an exclusive distributorship and for tortious interference. Prior to trial, at defendants' initiation, Mr. Brown negotiated a complex settlement favorable to his client, including technology transfer agreements and valuable licensing rights, as well as cash payments.
• Lead counsel to a national restaurant franchisor in parallel litigation in the US District Court for the Northern District of Illinois and in arbitration, in the defense of breach of contract and declaratory judgment claims concerning the termination of relations with a franchisee. Through early ADR, Mr. Brown negotiated a settlement favorable to his client, including new franchise and development agreements between his client and the franchisee.
• Lead counsel to an international chemical and gas manufacturer in the defense of complex contractual indemnification litigation concerning post-acquisition health and safety claims at former facilities, stemming from the client's sale of a business unit. Through an extensive ADR proceeding, Mr. Brown negotiated a favorable global resolution.
• Lead counsel to an international chemical and gas manufacturer in Delaware state court in the prosecution of complex declaratory judgment claims stemming from an industrial incident at a semiconductor manufacturing plant in Israel. After pursuing an aggressive discovery strategy, Mr. Brown negotiated a favorable settlement for his client.
• Lead counsel to a leading medical equipment distributor in the US District Court for the Eastern District of Pennsylvania in the prosecution of post-acquisition indemnification claims against the selling shareholders of a closely held corporation concerning litigation exposure arising prior to the acquisition. Mr. Brown obtained affirmative summary judgment in favor of his client and, thereafter, negotiated a favorable settlement.
• Lead counsel to a leading multinational pharmaceutical company in the US District Court for the Western District of Pennsylvania in the defense of a breach of contract and business fraud action involving a dispute over the dissolution of a proposed joint venture. Mr. Brown obtained complete dismissal of the action on a motion to dismiss, which was affirmed by the Third Circuit on full briefing.
• Lead trial counsel to a full-service advertising firm prosecuting breach of contract and related claims against a national rental car company in the US District Court for the District of New Jersey.
• Represented an international utility company in the US District Court for the Northern District of Illinois in the defense of a breach of contract and business fraud action involving post-closing financial adjustments and earn-out disputes stemming from the client's acquisition of a pipeline services business. Mr. Brown obtained summary judgment in favor of his client on a majority of claims, and the remaining claim was settled for nuisance value prior to trial.
• Represented a leading energy company in federal and state courts in Florida in numerous multiparty contract and business fraud actions involving a number of the client's acquisitions of telecommunication infrastructure services companies. After successful pretrial rulings narrowing claims against his client, Mr. Brown negotiated a favorable global resolution after a successful private mediation.

Business Competition / Trade Secrets Litigation

• Lead counsel to the world's leading orthopedic implant manufacturer in the defense of unfair competition and tortious interference claims in Delaware state court asserted by an industry competitor stemming from, among other things, the acquisition of assets of one of the competitor's distributors. After more than two years of depositions and extensive motion practice, Mr. Brown negotiated a settlement favorable to his client.
• Lead counsel to a leading healthcare services company in the US District Court for the Eastern District of Pennsylvania in the prosecution of injunctive claims against a departing executive alleged to have stolen trade secrets and breached confidentiality obligations. After successfully obtaining injunctive relief for his client, Mr. Brown negotiated a favorable settlement with the defendant and the nonparty new employer, which, among other things, precluded the defendant from working for the new employer and competing against his client.
• Lead counsel to a leading healthcare services company in New Jersey state court in the defense of injunctive claims relating to noncompete and trade secret disputes concerning his client's hiring of a sales executive from an industry competitor. After successfully defending against the adversary's request for injunctive relief, Mr. Brown negotiated a favorable settlement of the parties' dispute.
• Lead counsel to the world's leading orthopedic implant manufacturer in the US District Court for the District of New Jersey in the defense of equitable and legal claims of unfair competition and tortious interference asserted by an industry competitor stemming from allegations of corporate raiding of sales representatives.
• Represented a leading medical device manufacturer in the US District Court for the Eastern District of Louisiana in the defense of a multiparty contract and unfair competition lawsuit pertaining to "Grey Market" devices, in which plaintiffs sought in excess of $30 million of damages. Mr. Brown obtained summary judgment in favor of his client and, thereafter, negotiated a favorable global resolution of all claims.

Medical Device and Products Liability Litigation

• One of two supervising partners on the national and worldwide coordinating counsel team for litigation, regulatory, and media-related issues concerning a major medical device manufacturer's excimer laser system for LASIK eye surgery. This includes developing and implementing a national strategy through conducting extensive fact and expert discovery, pleading and motion practice, case management, alternative dispute resolution, and trial preparation. In connection with this representation, Mr. Brown has been lead or co-lead trial counsel in matters litigated in state and federal courts in California, Texas, North Carolina, Washington, New Jersey, and Georgia, and adviser to the client in connection with regulatory matters across the United Kingdom.
• Co-lead trial counsel to an international heavy equipment manufacturer in Pennsylvania state court in the defense of product liability claims relating to an accident involving the client's industrial pile-driving machinery. Mr. Brown secured dismissal of all claims against his client at the close of the plaintiff's case-in-chief on the third day of trial.