Deborah Brown is a leading national litigator, who has represented a diverse array of clients from various industries, including Fortune 500 companies, boards of directors, and individuals in securities, M&A, and other complex commercial litigation. Ms. Brown has experience in a broad variety of industries, including biotechnology, professional services, private equity, insurance, construction, energy, finance, gaming, manufacturing, telecommunications, aerospace, agriculture, real estate, retail, software, and technology.
With more than 20 years of experience, Ms. Brown has represented both plaintiffs and defendants in trial, arbitration and mediation in courts throughout the United States and in domestic and international arbitration. She specializes in disputes with complex financial issues, application of generally accepted accounting principles (GAAP), International Financial Reporting Standards (IFRS), and generally accepted auditing standards (GAAS), internal investigations into financial matters, accounting malpractice, and post-merger and acquisition disputes.
Ms. Brown has successfully worked with clients on accountant, auditor, and tax liability cases. Ms. Brown has experience in pursuing professional malpractice claims against accounting firms in a variety of contexts and has the expertise to overcome some of the frequent hurdles present in these cases, including proximate causation and damages. In addition to professional malpractice claims, she has pursued related claims for breach of contract, fraud, negligent misrepresentation, aiding and abetting fraud, and aiding and abetting breach of fiduciary duty.
Ms. Brown’s merger and acquisition dispute work has included post-acquisition purchase price disputes, working capital adjustments, business performance and earn-out disputes, breach of fiduciary duty, breach of contract, breach of representations and warranties, material adverse change disputes, misrepresentation, and fraud, among others. In addition, she has focused on a variety of complex damages issues, including lost profits, disgorgement, appraisal rights, and valuation analyses.
Ms. Brown has also represented clients in connection with disputes involving stock option backdating, class actions, antitrust claims, securities, employment issues, SEC and DOJ inquiries and investigations, trademarks, copyrights, and various other contract and tort claims. She has extensive experience in addressing various damages issues related to all such disputes.
Ms. Brown obtained a CPA license in the state of Virginia in 1998 (license expired in 2004), and worked in the tax and accounting field for seven years, working lastly as a Senior Tax Manager for an international private company, prior to beginning her law career in 2002.
Ms. Brown has been named one of the country’s 500 leading plaintiff financial lawyers by Lawdragon Magazine each year from 2019 through 2024.
- YKK Corporation
- RAM Capital
- The Home Depot, Inc.
- Rescap Liquidating Trust
- Federal Housing Finance Authority
- Georgia-Pacific
- Barnes & Noble
- Diageo plc
- ImmunityBio
- American Express Company
- Platinum Equity
- Nant Capital, LLC
- Precision Biologics, Inc.
- Altor BioScience Corporation
- Hyundai Motor America
- California Capital Equity, LLC
- Mercuria Energy Group
- Caruso Affiliates
- Mallinckrodt Inc.
- Meda Pharmaceuticals
- Madison Square Garden Company
- Miramax Film Corp.
- Academy of Television Arts & Sciences
- OppenheimerFunds, Inc.
- American Automobile Association New York
- Travelport LLC
- Nuance Communications
- Represented a major private equity fund in an ICC arbitration with the seat of arbitration in London in connection with claims related to accounting misrepresentations and fraud involving a $1 billion post M&A dispute.
- Obtained dismissal of a $225 million civil RICO action for RAM Capital and certain of its affiliates brought by Hawk Mountain LLC in Delaware District Court, affirmance of the dismissal in the Third Circuit, and dismissal of a related $225 million fraud and breach of warranty case brought in New York state court involving pharma and biotech interests.
- Successfully co-chaired four week jury trial on behalf of the ResCap Liquidating Trust (“the Trust”) in a bellwether MBS-related action seeking to recover indemnity and damages from correspondent lenders arising from the defendant lenders’ sale of defective mortgage loans that was instrumental in securing more than $1.3 billion for the Trust.
- Defeated motion to expedite and application for TRO seeking to block $290 million take private of clinical-stage biopharmaceutical company Altor Bioscience in Delaware Chancery Court.
- Represented the Federal Housing Finance Agency (FHFA) in its landmark RMBS litigation against UBS, JP Morgan, Merrill Lynch, Citibank, Goldman Sachs, Barclays, and Bank of America, and other major banks arising from its Conservatorship for Fannie Mae and Freddie Mac. Overall, FHFA recovered approximately $25 billion in these actions.
- Represented YKK Corporation as co-trial counsel in Southern District of New York defending claims that included breach of contract, patent infringement and false advertising seeking more than $150 million in damages.
- Co-chaired trial in a confidential JAMS arbitration for a physician inventor against an international medical equipment manufacturer in a dispute related to royalty payments owed under a patent license agreement, obtaining an eight-figure damages award.
- Represented The Home Depot in Delaware Chancery Court defending claims related to a post-closing purchase price dispute following the sale of HD Supply, obtaining a stipulated dismissal of all claims, with prejudice.
- Represented a multinational computer software technology corporation in a confidential internal investigation related to claims arising from a M&A transaction, and specifically revenue projections used during the sale process.
- Represented Nant Capital and members of the board of directors of Tribune Publishing in Delaware Chancery Court defending class action and derivative complaint for breaches of fiduciary duty in connection with a M&A transaction related to Tribune Publishing Co.
- Represented Precision Biologics and certain members of the board of directors in Delaware Chancery Court defending class-wide claims in a post-acquisition dispute alleging breach of contract, breach of fiduciary duty, and seeking equitable relief.
- Co-chaired trial in Superior Court of Delaware for Platinum Equity in defense of claims arising from Asset Purchase Agreement, and specifically material adverse change (MAC) clauses.
- Successfully defended owner of building on Fifth Avenue in New York State Court case against Prada’s claims for breach of contract and attempt to terminate the lease for Prada’s flagship store in New York City.
- Represented Barnes & Noble in Southern District of New York case in defense of a derivative suit related to financial reporting and accounting for stock options.
- Represented Travelport in New York State Court in connection with a post-closing purchase price dispute following its acquisition of Worldspan Technologies.
- Successfully co-chaired bench trial in Southern District of New York for Tufenkian Carpets, resulting in dismissal of copyright infringement claims.
- Represented Madison Square Garden and the Rangers in the Southern District of New York in connection with a class action antitrust lawsuit brought against the NHL and certain NHL member clubs, regional sports networks and cable and satellite distributors.
- Represented California Capital in New York State Court case seeking damages for breach of contract, fraud and breaches of fiduciary duty related to improper “tax distributions.”
- Co-trial counsel for Meda Pharmaceuticals in a senior executive employment AAA arbitration, obtaining a Panel judgment in favor of Meda on all counts.
- Represented Mercuria Energy Trading in dispute involving post-closing purchase price adjustments to oil-and-gas assets, and trade secrets.
- Co-trial counsel for Meda in Southern District of New York case against 3M for breach of contract and fraud in connection with 3M’s sale of its European pharmaceutical business to Meda.
- Represented a medical research foundation in a confidential AAA arbitration in connection with breach of contract claims.
- Represented Mallinckrodt in breach of contract case in the Southern District of New York defending claims related to its commercialization of topical NSAID products, obtaining a stipulated dismissal of all claims, with prejudice.
- Co-trial counsel for Caruso Affiliates in Eastern District of New York case, obtaining dismissal of trademark infringement claims after bench trial.
- Represented Diageo in New York State Court in connection with trademark infringement claims.
- Represented the Academy of Television Arts & Sciences in New York State Court action in connection with its dispute with the National Academy of Television Arts & Sciences regarding rights in new areas of programming.
- Represented OppenheimerFunds in New York State Court in connection with breach of contract claims.
- Represented Hyundai Motor America in Southern District of New York case defending claims brought by Louis Vuitton Malletier for trademark infringement and dilution.
- Represented American Automobile Association New York in a New York State Court putative class action alleging fraudulent, deceptive and improper business practices, obtaining stipulated dismissal of all claims, with prejudice.
- Represented American Express Company in New York State Court case defending claims of fraud and breaches of fiduciary duty, obtaining stipulated dismissal of all claims, with prejudice.
- Represented IQOR, Inc. in New Jersey District Court in defense of breach of contract, unjust enrichment, and breach of good faith and fair dealing claims.
- Represented Morgan Stanley in New York State Court in defense of claims related to the hiring of employees from Noble Group Limited, including claims for breach of fiduciary duty, tortious interference with employment relationships, and inevitable misappropriate of trade secrets.
- Represented Platinum Equity portfolio companies in Southern District of New York in connection with claims related to payouts required under stock purchase agreements.
- Represented Miramax Film Corp. in New York State Court in defense of claims brought in connection with Miramax’s financing and production of the motion picture Chicago, including whether contingent compensation was owed under the parties’ agreements.
- Represented AIG in connection with its dispute against former employee and his new company for violation of employment and separation agreements.
- Represented Societe General in Southern District of New York in defense of claims alleging interference with employment agreements.
- Represented Geologic Solutions in New York State Court in connection with action to enforce rights under an Asset Purchase Agreement, including claims arising from the failure to disclose material items during due diligence.
- Represented Lending Tree in District Court of New Jersey in defense of trademark and false advertising claims.
- Represented ChoicePoint in Middle District of Florida in defense of trademark infringement, unfair competition, dilution and false advertising claims.
- Accounting & Financial Reporting Litigation
- Antitrust & Competition
- Class Action Litigation
- Corporate Governance Litigation
- Delaware Practice
- Domestic U.S. Arbitration
- Employment Litigation & Counseling
- Litigation Representing Plaintiffs
- Entertainment & Media Litigation
- Mergers & Acquisitions Litigation
- Securities Litigation
- Structured Finance & Derivatives Litigation
- Transnational Litigation
- Georgetown University Law Center
(J.D., cum laude, 2002)- Georgetown Law Journal:
- Primary Editor, Book Reviews and Special Projects
- Primary Editor, Book Reviews and Special Projects
- Georgetown Law Journal:
- Mary Washington College
(B.S., magna cum laude, 1994)
- The State Bar of New York
- United States District Courts:
- Southern District of New York
- Eastern District of New York
- Northern District of New York
- Selected to the Lawdragon 500 Leading Plaintiff Financial Lawyers guide for Business Litigation, 2019-2024
- Certified Public Accountant, Licensed in Virginia, June 1998 (inactive)