Troy S. Brown

With experience in all aspects of complex merger and acquisition (M&A) litigation (including post-acquisition representation, warranty, and covenant litigation), indemnification and third-party indemnification disputes, and financial adjustment litigation and accounting arbitrations, Troy has knowledge spanning numerous industries, including the medical device industry, the private equity and investment fund space, and the chemical, petrochemical, and oil and gas industries.  Beyond M&A and complex commercial contract litigation, he handles consumer and securities class action defense work, and complex medical device and product liability litigation. In one notable case, Troy served as one of two supervising partners on the national and worldwide coordinating counsel team for litigation and regulatory matters involving a client’s excimer laser system for LASIK eye surgery.

Troy frequently speaks to corporate counsel about M&A provisions, indemnification issues, litigation risk management, and alternative dispute resolution options.

Troy has also been active in numerous community and charitable organizations, including many years on the board of directors for Variety – The Children’s Charity of the Delaware Valley, for which he also served as general counsel.

Mergers & Acquisitions / Commercial Contracts / Business Fraud / Consumer and Securities Class Action Litigation

• Lead trial counsel to E. I. du Pont de Nemours and Company in its defense of a complex post-acquisition indemnification lawsuit asserted by INVISTA, a wholly owned subsidiary of Koch Industries, in the US District Court for the Southern District of New York. The lawsuit sought more than $800 million of damages concerning more than 60 environmental, health, safety and commercial indemnity claims at numerous former facilities in the United States, United Kingdom, Canada, South America, and Europe, stemming from DuPont's $4 billion divestiture in 2004 of its worldwide nylon intermediates business. The lawsuit was tried in June 2012. During trial, Troy cross-examined six of INVISTA's eight lead trial witnesses, including Koch Industries' vice president of operations excellence and member of the board of directors, INVISTA's former and current senior vice presidents of operations, INVISTA's global air manager, and INVISTA's lead environmental expert and its principal outside environmental auditor. Troy also presented and redirected five of DuPont's six lead trial witnesses, including four of its lead environmental experts. After three weeks of trial, immediately prior to closing arguments on the first of two phases of trial, the parties resolved the lawsuit on mutually agreeable terms.
• Lead trial counsel to National Gas & Electric, LLC and Spark Energy, Inc. in the defense of a $32+ million post-acquisition breach of contract claim bought by the selling shareholders of a retail energy supplier acquired by NGE.  Troy obtained a full defense verdict after an eight-day bench trial in the US District Court for the Southern District of New York, with the Court rejecting Sellers’ earnout and related claims.  The trial ended on March 12, 2020, just as the WHO declared COVID-19 a global pandemic.  Read more about the matter.
• Lead trial counsel to Zimmer Biomet in defense of a $15 million False Claims Act retaliation case filed by a former high-volume and highly compensated sales team leader. Troy obtained a complete unanimous defense verdict after a two-week jury trial in the US District Court for the Eastern District of Pennsylvania, and also secured a jury verdict in favor of Zimmer Biomet on its counterclaims of breach of fiduciary duty and breach of confidentiality agreement.
• Lead trial counsel to Zimmer Biomet in a $25 million post-stock purchase agreement dispute in the US District Court for the Northern District of Indiana. Troy obtained a complete victory on motion to dismiss, and then argued the case in February 2023 before the US Court of Appeals for the Seventh Circuit, which unanimously affirmed the victory in September 2023.
• Lead trial counsel to a worldwide manufacturer and distributor of protective solutions for the US military, US Department of Defense, federal agencies, and law enforcement and corrections professionals in a fraud and breach of contract action in the US District Court for the Southern District of Florida seeking in excess of $13 million of damages. Troy secured dismissal of the fraud claim on a motion to dismiss, and later secured a complete summary judgment victory on the breach of contract claim, which was most recently unanimously upheld by the US Court of Appeals for the Eleventh Circuit. Read more about the matter.
• Lead counsel to Japanese parent and US subsidiaries and affiliates of an international manufacturer of high-grade metal products and high-grade casting components in defense of breach of contract claims by a New York investment banking firm in the US District Court for the Southern District of New York, in which the plaintiff alleged it was owed a $6.8 million "completion fee," plus other relief, in connection with the acquisition by the Japanese parent company of a multibillion-dollar iron casting business. Early on in the case, Troy secured dismissal of the Japanese parent company and two of the named affiliate defendants on personal jurisdiction grounds. After extensive fact discovery in the United States and Japan, Troy secured a complete victory on summary judgment, which was most recently unanimously upheld by the US Court of Appeals for the Second Circuit.
• Lead trial counsel for Zimmer Biomet in a wrongful discharge and gender discrimination action in the US District Court for the Northern District of Indiana, in which the plaintiff, a female former senior executive, asserted claims for violation of the Equal Pay Act, sex discrimination and constructive discharge under Title VII, breach of her employment agreement, breach of stock incentive plan, and wrongful constructive discharge.  After narrowing the claims on earlier successful motion to dismiss practice, Troy secured complete summary judgment dismissal in Zimmer Biomet’s favor on the remaining Equal Pay Act and Title VII claims. Read more about the matter.
• Lead trial counsel for Zimmer Biomet in a breach of contract action in the US District Court for the Southern District of New York filed by the surgeon developers and royalty holders of a technology used in the treatment of osteoarthritis. Plaintiffs alleged a breach of the implied covenant of good faith and fair dealing by Zimmer Biomet supposedly not exercising its “best efforts” to promote the sales of that technology during the royalty period, and instead favoring alternative, more lucrative joint treatments. Troy secured complete dismissal of the claims on motion to dismiss, in a ruling in which the court held that the alleged implied duties were inconsistent with Zimmer Biomet’s expressly bargained-for rights under the agreement, and also dismissed a tag-along tortious interference claim. Read more about the matter.
• Lead trial counsel to a private equity client’s contract management portfolio company in complex, multijurisdiction, post-merger litigation in New Jersey state and federal courts, Delaware Chancery Court, New York state court, and the Kingdom of Saudi Arabia, in which Troy defeated numerous preliminary injunction motions and other motions for emergency relief permitting the client to continue running the acquired business unburdened by any financial or operational restrictions. After extensive document and electronic discovery, the parties in all actions submitted to a detailed alternative dispute resolution (ADR) process, which led to a favorable global settlement of all disputes.
• Lead trial counsel for Zimmer Biomet in a contract, fraud and statutory lawsuit brought in the US District Court for the Northern District of Indiana by an agency of the Mexican government, Instituto Mexicano del Seguro Social (IMSS), seeking damages in connection with an alleged past global bribery scheme that impacted Mexico’s public hospital system. Troy secured dismissal of the action on the basis of the doctrine of forum non conveniens, arguing the case should be brought in Mexico. In March 2022, after oral argument in October 2021, the US Court of Appeals for the Seventh Circuit affirmed the dismissal on behalf of Zimmer Biomet.
• Lead trial counsel to one of the world’s leading food and beverage companies in the defense of a breach of contract action seeking in excess of $30 million of damages, and the prosecution of indemnity claims against third parties, in the US District Court for the Eastern District of Pennsylvania. Troy obtained summary judgment dismissing the bulk of the plaintiff’s case, after which the lawsuit favorably resolved.
• Lead trial counsel to one of the world’s leading food and beverage companies in the defense of breach of contract claims asserted in the US District Court for the District of New Jersey by the assignee for the benefit of creditors appointed to oversee the liquidation of the client’s former regional supplier of corrugated boxes, as well as in the defense of preference claims asserted by the assignee in New Jersey state court. Both cases settled favorably on the eve of trial. 
• Lead trial counsel to a private equity client’s specialty hydrocarbons portfolio company in an arbitration concerning complex post-acquisition tax and accounting issues. Troy obtained a complete victory on all issues as well as the application of costs and expenses of the proceeding against the client’s adversary.
• Lead trial counsel to a private equity client’s restaurant and food industry portfolio company in the defense of post-acquisition contract and fraud claims in the US District Court for the Southern District of New York. Troy obtained dismissal of the majority of claims on a motion to dismiss, after which the matter settled favorably.
• Lead trial counsel to an emergency medical device and monitoring company in its defense of a putative consumer class action in federal court in New York concerning allegations of misrepresentations in connection with new customer contracts.
• Lead trial counsel to a distributor of pipe, valve, and fitting products to the energy and industrial markets in defense of a breach of contract and indemnity action in the US District Court for the Western District of Michigan. Troy obtained a near-complete victory on summary judgment, after which the matter settled favorably.
• Lead counsel to a closely held Thai company, as plaintiff in the US District Court for the District of Delaware, in the prosecution of claims against US and Japanese manufacturers for breach of an exclusive distributorship and for tortious interference. Prior to trial, at the defendants' initiation, Troy negotiated a complex settlement favorable to the client, including technology transfer agreements and valuable licensing rights, as well as cash payments.
• Lead counsel to a national restaurant franchisor in parallel litigation in the US District Court for the Northern District of Illinois and in arbitration, in the defense of breach of contract and declaratory judgment claims concerning the termination of relations with a franchisee. Through early ADR, Troy negotiated a settlement favorable to the client including new franchise and development agreements between the client and the franchisee.
• Lead counsel to an international chemical and gas manufacturer in the defense of complex contractual indemnification litigation concerning post-acquisition health and safety claims at former facilities, stemming from the client's sale of a business unit. Through an extensive ADR proceeding, Troy negotiated a favorable global resolution.
• Lead counsel to an international chemical and gas manufacturer in Delaware state court in the prosecution of complex declaratory judgment claims stemming from an industrial incident at a semiconductor manufacturing plant in Israel. After pursuing an aggressive discovery strategy, Troy negotiated a favorable settlement for the client.
• Lead counsel to a leading medical equipment distributor in the US District Court for the Eastern District of Pennsylvania in the prosecution of post-acquisition indemnification claims against the selling shareholders of a closely held corporation concerning litigation exposure arising prior to the acquisition. Troy obtained affirmative summary judgment in favor of the client and thereafter negotiated a favorable settlement.
• Lead counsel to a leading multinational pharmaceutical company in the US District Court for the Western District of Pennsylvania in the defense of a breach of contract and business fraud action involving a dispute over the dissolution of a proposed joint venture. Troy obtained complete dismissal of the action on a motion to dismiss, which was affirmed by the Third Circuit on full briefing.
• Lead trial counsel to a full-service advertising firm prosecuting breach of contract and related claims against a national rental car company in the US District Court for the District of New Jersey.
• Represented an international utility company in the US District Court for the Northern District of Illinois in the defense of a breach of contract and business fraud action involving post-closing financial adjustments and earn-out disputes stemming from the client's acquisition of a pipeline services business. Troy obtained summary judgment in favor of the client on a majority of claims, and the remaining claim was settled for nuisance value prior to trial.
• Represented a leading energy company in federal and state courts in Florida in numerous multiparty contract and business fraud actions involving a number of the client's acquisitions of telecommunication infrastructure services companies. With successful pretrial rulings narrowing claims against the client, Troy negotiated a favorable global resolution after a successful private mediation.

Business Competition / Trade Secrets Litigation

• Lead counsel to the world's leading orthopedic implant manufacturer in Delaware state court in the defense of unfair competition and tortious interference claims asserted by an industry competitor stemming from, among other things, the acquisition of assets of one of the competitor's distributors. After more than two years of depositions and extensive motion practice, Troy negotiated a settlement favorable to the client.
• Lead counsel to a leading healthcare services company in the US District Court for the Eastern District of Pennsylvania in the prosecution of injunctive claims against a departing executive alleged to have stolen trade secrets and breached confidentiality obligations. After obtaining injunctive relief, Troy negotiated a favorable settlement with the defendant and the nonparty new employer, which, among other things, precluded the defendant from working for the new employer and competing against the client.
• Lead counsel to a leading healthcare services company in New Jersey state court in the defense of injunctive claims relating to noncompete and trade secret disputes concerning the client's hiring of a sales executive from an industry competitor. After defending against a request for injunctive relief, Troy negotiated a favorable settlement of the parties' dispute.
• Lead counsel to the world's leading orthopedic implant manufacturer in the US District Court for the District of New Jersey in the defense of equitable and legal claims of unfair competition and tortious interference asserted by an industry competitor stemming from allegations of corporate raiding of sales representatives.
• Represented a leading medical device manufacturer in the US District Court for the Eastern District of Louisiana in the defense of a multiparty contract and unfair competition lawsuit pertaining to "Grey Market" devices, in which the plaintiffs sought in excess of $30 million of damages. Troy obtained summary judgment in favor of the client and thereafter negotiated a favorable global resolution of all claims.

Medical Device and Products Liability Litigation

• One of two supervising partners on the national and worldwide coordinating counsel team for litigation, regulatory, and media-related issues concerning a major medical device manufacturer's excimer laser system for LASIK eye surgery. This included developing and implementing a national strategy through conducting extensive fact and expert discovery, pleading and motion practice, case management, ADR, and trial preparation. In connection with this representation, Troy has been lead or co-lead trial counsel in matters litigated in state and federal courts in California, Texas, North Carolina, Washington, New Jersey, and Georgia, and adviser to the client in connection with regulatory matters across the United Kingdom.
• Co-lead trial counsel to an international heavy equipment manufacturer in Pennsylvania state court in the defense of product liability claims relating to an accident involving the client's industrial pile-driving machinery. Troy secured dismissal of all claims against the client at the close of the plaintiff's case in chief on the third day of trial.

Results may vary depending on your particular facts and legal circumstances.