Brett M. Middleton

Senior Counsel
Tel: +1 (858) 720-3189
Fax: +1 (858) 793-0323 Download vCard

Mr. Middleton prosecutes federal and state actions involving securities fraud, auditor liability, and corporate governance matters.  He has recovered hundreds of millions of dollars in courts across the country on behalf of public and private institutional investors.

Having prosecuted over twenty successful corporate governance derivative and class actions, Mr. Middleton has extensive experience litigating breach of fiduciary duty claims against officers and directors. He has received national recognition for his achievements in this field, including recognition by The Legal 500 USA Guide.

Mr. Middleton currently serves, and has served in prior litigation, as counsel in a wide variety of high-profile actions.  Select representations include the following:

Securities Fraud Class Actions:

Lumber Liquidators Sec. Litig. Class Action:  ongoing federal securities fraud class action arising from an alleged scheme to inflate margins by importing cheap flooring products made from illegally harvested timber and containing dangerous amounts of formaldehyde.

Lehman Brothers Sec. Litig. Class Action:  federal securities class action that alleged defendants improperly accounted for “Repo 105” transactions to falsely represent the financial health of Lehman Brothers and delay the largest bankruptcy in United States history.  The Plaintiffs achieved a total settlement of $735 million, which is one of the largest recoveries in a case arising from the financial crisis.  The $99 million settlement with Lehman’s public auditor, Ernst & Young, is one of the largest auditor settlements in a securities fraud class action case.

OSI Systems, Inc. Sec. Litig. Class Action:  $15 million settlement of federal securities fraud claims arising from alleged false and misleading statements concerning OSI’s development of airport security technologies.

Accredited Home Lenders Sec. Litig. Class Action:  after the conclusions of fact discovery, obtained a $22 million settlement of fraud claims relating to mortgage lending practices – one of the earliest settlements of the financial crisis.

Accredo Health Sec. Litig. Class Action:  the defendant company settled accounting fraud claims for $33 million after the completion of extensive fact and expert discovery.

Williams Sec. Litig. Class Action:  resulted in a $311 million combined settlement, including a settlement by the company’s public auditor Ernst & Young, which was the largest known settlement at the time without a company restating its financial statements. 

Clarent Sec. Litig. Class Action:  after a four week jury trial, obtained a rare jury verdict in favor of plaintiffs and against the former CEO of Clarent Corporation for federal securities law violations.

Residential Mortgage-Backed Securities (“RMBS”) Actions:

RMBS Trustee Class Actions:  Currently representing BlackRock, PIMCO, and other prominent institutional investors in six representative actions pending in the U.S. District Court of the Southern District of New York against the principal financial crisis-era RMBS trustee banks: HSBC Bank USA, N.A., Wells Fargo Bank, N.A., Deutsche Bank National Trust Company, U.S. Bank N.A., and Citibank N.A. and The Bank of New York Mellon.  The actions are brought by the plaintiffs in their representative capacity on behalf of over 2,000 RMBS trusts issued between 2004 and 2008. The suits allege that the trustees breached contractual, statutory and common law duties owed to the trusts and certificate-holders.

Morgan Stanley RMBS Direct Actions: obtained confidential settlements for two national insurance companies against Morgan Stanley arising out of its fraudulent sale of residential mortgage-backed securities.

JPMorgan RMBS Direct Action:  resulted in significant confidential monetary settlement for prominent institutional investor arising out of the sale of residential mortgage-backed securities by JP Morgan, Bear Stearns and Washington Mutual.

Countrywide RMBS Direct Actions:  represented institutional investors, including money managers and insurance companies, in direct actions that were successfully and confidentially resolved against Countrywide Financial.

Shareholder Derivative Actions:

Intuitive Surgical Derivative Action:  ongoing derivative action against the Intuitive Surgical board of directors  and certain officers arising out of allegations that defendants knowingly failed to comply with Food and Drug Administration’s (“FDA”) regulations, knowingly failed to establish sufficient internal controls to comply with FDA regulations, and participated in insider trading.

Qualcomm Derivative Action:  ongoing derivative action against the Qualcomm board of directors for breach of fiduciary duty and seeking reimbursement for an unprecedented $1 billion fine for antitrust violations imposed by Chinese regulators.

Nu Skin Derivative Action:  currently prosecuting fiduciary duty claims against Nu Skin’s officers and directors for knowingly permitting the Company to engage in unlawful multi-level marketing.

Ryland Group Derivative Action: resulted in monetary reimbursement of one million dollars and significant mortgage lending compliance oversight reforms to remedy reckless lending practices at the national home builder’s home lending subsidiary.

Apollo Group Derivative Action:  stock options backdating derivative action in which director and officer defendants agreed to reimburse the company and implement substantial corporate governance changes.

Activision Derivative Action:  achieved significant corporate governance reforms and monetary compensation for the company arising from improper backdating of stock options by corporate director and officer defendants.

Mergers & Acquisitions (“M&A”) Actions:

Medco/Express Scripts M&A Action:  director defendants agreed to 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.

Celera Corp. M&A Action:  achieved for shareholders meaningful corporate governance reforms and valuable disclosures associated with acquisition.

Arena M&A Action:  defended shareholders’ voting rights by successfully challenging a unique merger agreement and “Naked No-Vote” provision used in the acquisition of Arena Resources.

Ticketmaster M&A Action:  obtained for shareholders meaningful corporate governance improvements and disclosures associated with a “Merger of Equals” with Live Nation.

Emulex M&A Action:  challenged Emulex board’s rejection of a premium takeover offer by Broadcom Corporation and adoption of a “Poison Pill” and by-law amendment.

Long Drugs M&A Action:  resulted in valuable disclosures concerning the target company’s real estate assets relevant to the acquisition.

Yahoo! M&A Action:  defended shareholders’ voting rights infringed by Yahoo!’s employee severance plan adopted to ward off a hostile takeover attempt by Microsoft Corporation.

Caremark/CVS M&A Action:  resulted in over $3 billion in additional merger consideration for Caremark’s shareholders. 

Education:

  • University of San Diego School of Law, 1998, J.D.
  • University of California, Los Angeles, 1993

Bar Admissions:

  • California
  • U.S. District Court, Central District of California
  • U.S. District Court, Southern District of California
  • U.S. District Court, Northern District of California


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