Attorney

Senior Principal, Miller, Canfield, Paddock and Stone P.L.C., 2002 - Present; Special Assistant Prosecuting Attorney, Wayne County (Detroit) Michigan, 2004; Law Clerk, Hon. Lawrence P. Zatkoff, Chief Judge, U.S. District Court for the Eastern District of Michigan, 2000-2002; Law Clerk, Air Force Legal Services Agency, Washington, D.C., 1999.

Over 20 years of experience handling matters involving both individual and corporate parties in complex commercial civil litigation and arbitration, including appeals.<br/><br/>BREACH OF CONTRACT: real estate development agreements; automotive industry contracts; private equity asset purchase agreements; corporate by-laws and company operating agreements; private placement memoranda; investment advisor and broker dealer client and intra-company agreements, among many others.<br/><br/>AUTOMOTIVE: cases involving range of automotive industry issues, including supply chain contracts and disputes; UCC cases; Tier I supplier contracts and securities disputes; RICO and tort disputes between OEMs; trade secret and IP disputes between automotive suppliers and manufacturers; LMRA, ERISA, and employment disputes with OEMs and labor unions; Foreign Sovereign Immunities Act issues with foreign suppliers; Espionage issues involving foreign OEM and supplier; automotive consulting contract issues.<br/><br/>SECURITIES, DERIVATIVE, AND ERISA: cases involving multi-district securities, derivative, and ERISA actions involving companies, officers and directors, securities underwriters, outside auditors, suppliers, and financial institutions.<br/><br/>SECURITIES ARBITRATIONS: cases involving FINRA and AAA retail securities issues across a range of products, issuers, investment advisors, broker dealers, insurers, and funds.<br/><br/>SECURITIES CLASS ACTIONS: class action cases representing companies and officers and directors in Section 10(b) cases under the 1934 Exchange Act and Sections 11, 12 and 15 cases under the Securities Act of 1933. Cases involved publicly traded auto suppliers, financing companies, banking and lending institutions, orthodontic providers, among others.<br/><br/>SHAREHOLDER OPPRESSION: cases involving companies, majority shareholders, and minority shareholders involving claims of minority oppression, breach of fiduciary duty, and valuation issues.<br/><br/>CORPORATE OPPRESSION AND DILUTION: cases involving private equity investment funds and business development companies involving claims of dilution of corporate ownership interests resulting from share issuances, sales, and transfers.<br/><br/>WHITE COLLAR: cases involving regulatory actions or investigations by the SEC, FTC, and others with parallel criminal investigations by the DOJ and State Attorneys General.<br/><br/>MERGERS AND ACQUISITIONS: cases involving directors and officers of selling companies sued by private equity purchasers alleging negligence, fraud, and securities fraud in connection with pre-acquisition representants and warranties.<br/><br/>CORPORATE GOVERNACE AND INVESTIGATIONS: cases involving domestic and international corporate espionage; securities fraud; anti-trust issues; criminal conduct by corporate personnel; Investment Advisor Act and Investment Company Act regulatory issues and investigations; 1934 Exchange Act issues and investigations.<br/><br/>INDEMNIFICATION: cases involving indemnification under corporate purchase agreements; corporate governing documents; D&O indemnification issues; tolling agreements in connection with indemnification claims among defendants.<br/><br/>REAL ESTATE DEVELOPMENT, PROPERTY MANAGEMENT, AND SECURITIES: cases involving disputes among real estate developers, securities issuers, contractors, and lenders.<br/><br/>INTERNATIONAL LITIGATION, ARBITRAITON, AND INVESTIGATIONS: matters involving the Foreign Sovereign Immunities Act; investigations of foreign private issuers; arbitrations and litigation in foreign venues under foreign legal systems.

Over 20 years’ experience litigating, arbitrating, and mediating a wide variety of corporate, commercial, real estate, contract, securities, trust, probate, and other disputes. Participated in many mediations over the years involving complex issues and multiple parties, insurance carriers, and other interested persons. Served as a mediator in disputes over contracts, corporate governance and structure, municipal licensing and governance, business valuation, alleged fraud, among other general business issues.

Contract disputes, corporate governance, non-profit corporate structure, artificial intelligence, municipal licensing, municipal governance, banking, corporate valuation, general business law, fraud

My mediation style and process depend on the issues, parties, and lawyers involved. My general style is facilitative. But no matter the style employed, I will always listen to the participants and understand the issues. I usually request mediation statements from each side with the option of the parties submitting confidential summaries if they think it would be helpful. I may ask parties before the mediation to confidentially identify their strongest and weakest points to encourage them to begin thinking about how the other side may view the dispute. It is important to me that the disputants understand they will be heard and part of the solution. Mediation is as much about enabling the parties to fully understand their case as it is settling the dispute. And usually one follows the other. Having handled a wide array of disputes over my career, I may work to identify other possible avenues that may lead to resolution, whether it’s involving a third-party insurance carrier(s) with coverage responsibility, or identifying assets or value beyond the dispute. I may move towards more evaluative mediation if the parties request it or get bogged down in positions, numbers, or emotion.

Wayne State University Law School (JD-2000); State University of New York College at Fredonia (BA-1997).

Admitted to the Bar: Michigan (2000), Illinois (2011), New York (2012); U.S. District Court: Eastern District of Michigan (2002), Western District of Michigan (2009), Southern District of New York (2012), Northern District of Illinois (2011); U.S. Court of Appeals: Sixth Circuit (2006); U.S. Supreme Court (2008).

Federal Bar Association Eastern District of Michigan Chapter (Executive Board Member, Securities Law Committee Chair, Law Clerk Committee member); Oakland County Bar Association (Member); Oakland County Bar Foundation (Fellow); Oakland County Inn of Court Program (Master); State Bar of Michigan (Business Law Section, Regulation of Securities and Commercial Litigation Committees, Michigan Corporate Oppression Statute Task Force); Michigan State Bar Foundation (Fellow); American Bar Association (Section of Litigation, Securities Litigation Committee, S.E.C. Subcommittee Chair, Securities Litigation Committee Task Force to Redraft ABA Model Securities Fraud Jury Instructions).

Shadow Trading—The SEC’s Groundbreaking Insider Trading Theory, American Bar Association, March 14, 2024<br/><br/>SEC-FINRA Enforcement Update, Midwest Securities Law Institute, Wayne State University Law School, September 22, 2023<br/><br/>Michigan Court of Appeals Broadens Exposure to Securities Fraud by Issuers and Sellers of Debt Instruments in Michigan, Michigan Business Law Journal, Summer 2023<br/><br/>SEC Sues Coinbase to Establish Jurisdiction Over Cryptocurrencies and Crypto Exchanges, Michigan Business Law Journal, Summer 2023<br/><br/>Getting Back Into the Game: How Barred Financial Professionals Can Apply for Readmission to the Securities Industry Under SEC Rule of Practice 193, American Bar Association, January 31, 2023<br/><br/>Can Michigan Courts Apply Discounts When Determining ‘Fair Value’ of Minority Shares in a Share Buyback Remedy Under Michigan’s Shareholder Oppression Statutes?, Michigan Business Law Journal, Fall 2020<br/><br/>A Guide to Representing Parties in SEC Investigations in the Time of Coronavirus, co-author, American Bar Association, April 27, 2020<br/><br/>Sound Advice: Liu v. SEC: Civil Disgorgement on the Chopping Block, American Bar Association, March 2, 2020<br/><br/>Michigan Criminal Law Survey, co-authored with Gerald J. Gleeson II and Jeffrey A. Crapko, 64 Wayne L. Rev. 607 (2019)

$500 Per Hour

English

United States of America

Troy, MI