Attorneys

r. Middleton primarily focuses on the areas of corporate transaction (mergers and acquisitions) and derivative litigation, as well as securities fraud litigation.  He has significant trial experience, having worked on the trial team responsible for successfully prosecuting Clarent Corp. Securities Litigation, which resulted in a rare jury verdict in favor of plaintiffs and against the former CEO of Clarent Corp.

Securities Fraud Litigation:  Mr. Middleton is currently a member of the team prosecuting In re Lehman Brothers Equity/Debt Securities Litigation, a securities class action pending in the Southern District of New York against several former officers and directors of Lehman Brothers, Lehman Brothers’ public auditor, and the underwriters of certain Lehman Brothers securities.

Mr. Middleton has previously represented shareholders in several major securities class actions.  For example, in addition to his trial experience prosecuting Clarent Corp. Securities Litigation mentioned above, Mr. Middleton was a member of the team that prosecuted the Williams Securities Litigation, which resulted in a $311 million cash settlement – the largest known settlement at the time without a company restating its financial statements.  Other notable cases include Accredo Health, Inc. Securities Litigation ($33 million settlement); Atlas v. Accredited Home Lenders Holding Co. ($22 million settlement) and Dura Pharmaceuticals, Inc. Securities Litigation ($12 million settlement).

Mergers & Acquisitions Litigation:  Most recently, Mr. Middleton helped successfully prosecute In re Medco/Express Scripts Merger Litigation, the second largest merger announced in 2011.  Following the completion of extended motion practice and the filing of a preliminary injunction brief, the defendants agreed to settle the action and reduce the Termination Fee by an unprecedented $300 million, limit the matching rights to a single round, and postpone the shareholder vote on the challenged transaction.

Previously, Mr. Middleton represented public pension systems seeking to vindicate shareholder voting rights allegedly infringed by Yahoo!, Inc.’s employee severance plan adopted to ward off a hostile takeover attempt by Microsoft; by a unique merger agreement and “Naked No-Vote” provisions used in the acquisition of Arena Resources, Inc.; by the combination of a “NOL Rights Agreement” and by-law amendment adopted by the board of directors of Tenet Healthcare Corporation to ward off a hostile acquisition attempt by an industry rival; and by the Emulex board’s allegedly bad faith rejection of a premium takeover offer by Broadcom Corporation and adoption of a “Poison Pill” and by-law amendment.

While at BLB&G, Mr. Middleton has also helped obtain for shareholders higher prices and meaningful corporate governance improvements and disclosures in suits arising from, among other things, the takeover battles over Caremark Rx, Inc. and Longs Drug Stores, Corp., as well as the acquisitions of Ticketmaster Entertainment, Inc., iPCS, Inc., and Alberto-Culver, Co.

Derivative Litigation:  Mr. Middleton has prosecuted important shareholder derivative cases for corporate waste such as the Apollo Group, Inc. and the Activision, Inc. stock option backdating cases, as well as the Ryland Group, Inc. Derivative Litigation, which resulted in monetary reimbursement and significant mortgage lending compliance oversight reforms to remedy alleged reckless lending practices at the national home builder’s home lending subsidiary.

An active member of the San Diego County legal community, Mr. Middleton is a member of the Federal Bar Association and the Association of Business Trial Lawyers of San Diego.