Brian M. Lutz

Brian M. Lutz is a partner in the San Francisco and New York offices of Gibson, Dunn & Crutcher. He is a member of Gibson Dunn’s Litigation Practice Group and serves as a member of the Diversity Committee.

Mr. Lutz recently was named a 2013 Rising Star by Law360 in the Securities category. He has experience in a wide range of complex commercial litigation, with an emphasis on securities litigation, corporate control contests and shareholder actions alleging breaches of fiduciary duties. He represents hedge funds, private equity firms, investment banks and clients across a variety of industries, including finance, high tech, health care, energy, accounting and insurance.

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. Mr. Lutz is admitted to practice law in New York and California.
Representative Matters

Eminence Capital: Represented Eminence in litigation and proxy contest commenced in connection with the combination of The Men’s Wearhouse and Jos. A. Bank.
Major Underwriters: Representing eleven major investment banks in securities litigation arising out of the IPO of an energy company.
Tenet Healthcare: Represented Tenet in successful defense of unsolicited takeover offer from Community Health Systems. Less than one month after Tenet filed a complaint against Community alleging misstatements in Community’s proxy solicitations, Community withdrew its takeover proposal. Also defeated efforts by shareholder plaintiffs to obtain expedited discovery and preliminary injunction hearing on breach of fiduciary duty action in Nevada state court, a case that was dismissed in its entirety before any discovery.
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 in which the Court refused to grant plaintiffs’ motions to expedite proceedings and to set a preliminary injunction hearing date. Also filed action that forced hostile bidder to withdraw invalid proxy materials that conflicted with company bylaws.
Confidential Client: Representing major retailer and its directors and officers in shareholder class and derivative litigation pending in Delaware and Arkansas. The actions arise out of an April 2012 New York Times article contending that a major retailer subsidiary committed violations of the Foreign Corrupt Practices Act. The cases are at the pleadings stage.
JP Morgan Chase: Representing the independent directors of JP Morgan Chase in derivative litigation alleging breaches of fiduciary duties in connection with trading losses at the Company’s London-based Chief Investment Office desk. The cases are at the pleadings stage.
UBS: Represented UBS in action alleging that UBS violated the federal securities laws in connection with the issuance of mortgage-backed securities. Won a rare dismissal of all claims at the pleadings phase. That decision was affirmed by the Third Circuit Court of Appeals.
Daimler AG: Represented former directors of DaimlerChrysler who were alleged to have breached their fiduciary duties when Daimler transferred a majority stake of Chrysler to the private equity firm Cerberus. Within days of oral argument on a motion to dismiss the complaint, the plaintiffs voluntarily dismissed our clients from the action.
ChinaCast Education Corp.: Represented outside 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 and the meeting date moved, our client’s director nominees were elected to the ChinaCast Board by a wide margin.
Hewlett-Packard: Represented the former directors of Hewlett-Packard in a shareholder derivative action concerning payments made to the Company’s former CEO. 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 Textron and certain of its subsidiaries, officers and directors in a high-stakes, multibillion-dollar shareholder class and derivative action concerning alleged misstatements and breaches of fiduciary duties in connection with Cessna and Textron Financial Corporation. 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.
Baker Capital: Represented Baker Capital in lawsuit alleging fraud and breach of a fiduciary duty in connection with its investment in Internet retailer 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 insurance organization from using trade secrets and confidential information. Key victory paved the way to successful resolution for client.
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.
Marsh & McLennan: Represented Marsh & McLennan 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.

Publications

Author, “Chancery Court Provides Guidance on ‘Don’t Ask, Don’t Waive’ Standstill Provisions,” Delaware Business Court Insider (January 16, 2013).
Author, “How, if at all, Does the Dodd-Frank Whistleblower Provision Change the Compliance Regime for Companies?”, Bloomberg Law Reports (February 21, 2012).
Author, “The SEC’s Final Whistleblower Rules: The Floodgates Open on a New Wave of Whistleblower Claims, as the SEC Authorizes Massive Bounties to Anonymous Tipsters Are There Lessons to Be Learned From Private Securities Class Actions’ Use of ‘Confidential Sources’?”, Securities Litigation Report, Vol. 8, Issue 7 (July/August 2011).

Good to know

Areas of Practice 1) Antitrust and Competition, 2) Mergers and Acquisitions and 3) Securities Litigation
Law School Harvard University, J.D., 2002
Education University of Michigan, B.A., 1998
Bar Member / Association California State Bar Association, New York State Bar Association
Most recent firm Gibson, Dunn & Crutcher LLP
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