C. Thomas Brown is known as a forceful advocate and thoughtful counselor at both the trial and appellate level, skilled at guiding clients through complex and difficult disputes involving complex business transactions, corporate governance issues, and the federal securities laws, while maintaining sharp focus on achieving clients’ business and investment objectives.
Tom represents investors, officers and directors of both public and private companies in connection with disputes over financing, corporate control, insolvency and strategically important business relationships. Tom is particularly experienced in issues related to companies with private equity sponsors or controlling shareholders.
In transactional cases, Tom has represented officers and directors of both acquirers and targets, helping clients successfully move deals from negotiation to closing through effective management of deal-related litigation.
In the securities area, Tom has defended clients in cases alleging securities fraud and, in particular, cases involving complex financial instruments such as mortgage-backed securities, as well as pharmaceutical and medical device companies.
Tom is also a member of Ropes & Gray’s appellate practice. He has handled a number of appeals in both federal and state appellate courts, particularly in matters related to the federal securities laws and state corporate governance questions.
Most recently Tom argued a successful appeal in the U.S. Court of Appeals for the Sixth Circuit, winning affirmance of a dismissal with prejudice of a range of securities fraud claims against Monomoy Capital Partners in connection with its investment in EveryWare Global, Inc.
Tom’s pro bono practice has also focused on appellate work, most notably as the senior member of the team supporting Ropes & Gray partner Doug Hallward-Driemeier in briefing and arguing the landmark marriage equality cases decided by the United States Supreme Court. Additionally, Tom has led teams preparing amicus briefs to several state supreme courts in cases involving families headed by same-sex couples.
- JD, Harvard Law School, 2006
- MPhil, University of Oxford, 2001; Marshall Scholar
- AB, summa cum laude, Harvard College, 1999; Phi Beta Kappa
- Massachusetts, 2006
- New York, 2012
- Supreme Court of the United States, 2015
- U.S. District Court for the District of Massachusetts, 2007
- U.S. District Court for the Southern District of New York, 2014
- U.S. District Court for the Eastern District of New York, 2015
CLERKSHIPS : Honorable Robert J. Cordy, Supreme Judicial Court of Massachusetts (2006 – 2007)
MEMBERSHIP & AFFILIATIONS : Boston Bar Association
PROFESSIONAL & CIVIC ACTIVITIES :
- Corporation Member, Community Music Center of Boston
- Vestryman, Senior Warden, The Church of the Advent, Boston
- N.Y. Regional Panelist, Selection Committee for White House Fellows
- Rue La La: Member of the trial team representing the former shareholders of Rue La La, a private online sales boutique, in a breach of contract action for damages in excess of $170 million.
- Commercial Arbitration: Counsel to a number of parties in confidential arbitration matters, in industries including financial services, medical devices, and data services.
- Unsecured Creditors of Sabine Oil & Gas: Represented creditors’ committee in litigation and related appeals in a Chapter 11 case.
- Sovereign Bond Holder: Represented a fund with investments in defaulted sovereign bonds, including initiating litigation in the Southern District of New York and settlement of the claim.
- Closed-End Fund: Represented a large closed-end fund in litigation against an insurgent hedge fund investor, at both the trial court and appellate levels in Massachusetts state court.
- Former officers of Freddie Mac: Defended former senior officers in a series of derivative cases and Section 10(b)(5) securities fraud claims, including a claim related to a $6 billion preferred stock offering.
- Post-Closing Disputes: Represented clients in mediations, arbitrations, and litigation related to price-adjustment mechanisms and other post-closing disputes, including a large mutual fund manager, a hospital operator, and a pharmaceutical services company.
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