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Brian D. Koosed

Partner
+1.202.778.9204
Fax +1.202.778.9100
+1.212.536.4891
Fax +1.212.536.3901
Mr. Koosed is a partner in K&L Gates’ Washington, D.C. office who represents corporations, financial institutions, and high net-worth individuals in a broad range of complex commercial litigation and disputes.

Specifically, Mr. Koosed has extensive experience with the retail and financial services sectors, particularly in the context of adversary proceedings arising out of complex Chapter 11 bankruptcies. Mr. Koosed also has extensive experience with defending and prosecuting breach of contract and business tort claims and defending class action disputes.

Mr. Koosed also has extensive experience with shareholder and M&A “deal” disputes, including: (i) shareholder derivative suits challenging public company M&A transactions; (ii) suits asserting entitlement to escrowed portions of a purchase price pursuant to post-closing indemnity or other obligations; (iii) suits challenging whether pre-closing conditions have been met; and (iv) suits challenging whether post-closing earn-outs have been triggered or are otherwise owed.

Finally, Mr. Koosed also has experience in litigating civil disputes arising under the False Claims Act and RICO and with the firm’s appellate, insurance coverage, and e-Discovery Analysis and Technology (e-DAT) groups generally.

Mr. Koosed currently serves as the Pro Bono Partner for the firm’s Washington, D.C. office and enjoys chasing after his two young kids when he’s not busy working on billable and pro bono matters.

Additional Information

Publications, Presentations, and Speaking Engagements
Mr. Koosed has authored or co-authored numerous articles and treatises addressing topics impacting bankruptcy litigation, class actions, and the litigation and dispute resolution processes generally. He has also presented in various fora on issues relating to the litigation processes. His most recent publications and presentations include: 
  • Lead author, Extra‼ Extra‼ Click All About It? Modernizing Public Notice Laws in a Digital Age, University of Virginia Journal of Social Policy & the Law (April 2019).
  • Presenter, How Safe Are the ‘Safe Harbors’?: A Look at the Development of Bankruptcy Code Section 546(e) and New Questions After the Supreme Court’s Decision in Merit Management, National Conference of Bankruptcy Judges Webinar (March 2019) (prior version of this webinar was presented as a K&L Gates Webinar on July 11, 2018).
  • Lead author, Limiting the Scope of Discovery Through Contract, Law360 (October 4, 2018) (discussing how sophisticated parties can use contractual provisions to preemptively limit the scope of discovery in any future litigation under their contracts).
  • Lead author, CPLR 3213 – An Unheralded Procedural Remedy, New York Law Journal (May 10, 2018) (examining how lenders can use CPLR 3213 to their advantage in New York state court litigation).
  • Lead author, The Stakes Are High In FTI Consulting v. Merit Management, Law360 (May 18, 2017) (analyzing bankruptcy case before U.S. Supreme Court on the scope of the Bankruptcy Code’s safe harbor for securities settlement payments).
  • Lead author, Disregarding the Corporate Form: Why Judges, Not Juries, Should Decide the Quiddets and Quillets of Veil Piercing, New York University Journal of Law and Business, Vol. 13 (Fall 2016).
  • Sole author, Nevada chapter of the 50-state treatise State Class Actions:  Practice and Procedure, Wolters Klewer, 2009-2014.
Since joining the firm in 2005, Mr. Koosed has represented firm clients in complex commercial disputes in the New York state and federal courts, as well as in state and/or federal courts in Delaware, Maryland, California, Alabama, and Texas. Mr. Koosed has also represented firm clients in a number of arbitral hearings pursuant to American Arbitration Association (AAA) and International Centre for Dispute Resolution (ICDR) rules. In particular, Mr. Koosed’s experience includes:

Bankruptcy Adversarial Proceedings:
Mr. Koosed has represented a number of firm clients in high-profile adversary proceedings arising out of complex Chapter 11 bankruptcies. Representative engagements include:
  • Representing various financial institutions in adversary proceedings in New York Bankruptcy Court seeking to “claw back” funds paid to shareholders of public companies in connection with the public companies’ leveraged buyouts, including application of Bankruptcy Code “safe harbors” as defenses to such “claw back” claims; 
  • Representing a prominent financial institution in a multibillion dollar lawsuit in New York Bankruptcy Court alleging various tort and bankruptcy (fraudulent transfer and preference) claims arising out of the Chapter 11 bankruptcy of a major telecommunications company; and
  • Representing various banks and other financial institutions in connection with claims brought by the Lehman Brothers bankruptcy estate in New York Bankruptcy Court seeking to “claw back” certain payments made under certain swaps and other financial instruments.
Shareholder and M&A Deal Disputes:
Mr. Koosed has also represented a number of firm clients in significant shareholder and M&A “deal” disputes, including:
  • Representing a stockholders’ representative engaged by various venture capital funds in litigation in New York state court against a major generic drug manufacturer arising out of the manufacturer’s failure to make certain post-closing earn-out (“Milestone”) payments;
  • Representing certain directors of a leading global e-Commerce, marketing and payment platform, who also founded the company, in litigation in Delaware Chancery Court arising out of the sale of the company to a private equity firm;
  • Representing a major Real Estate Investment Trust (REIT) and certain of its affiliates, officers, and directors in shareholder class actions challenging: (i) the REIT’s tender offer for, and merger with, another public company in Maryland state court; and (ii) the REIT’s externalization of management to a third-party manager in New York state court; and
  • Representing a major manufacturer in litigation in New York state court against a private equity firm arising out of the private equity firm’s failure to close on its purchase of one of the manufacturer’s lines of business pursuant to an asset sale agreement.
Breach of Contract and Business Torts:
Mr. Koosed has represented firm clients in various breach of contract and business tort actions. Representative engagements include:
  • Representing a prominent financial institution in New York federal court in defending a challenge to its form contract documentation used to purchase millions of dollars worth of bankruptcy claims from creditors in high-profile Chapter 11 bankruptcies;
  • Representing one of the world’s premier luxury retailers in multi-jurisdictional litigation in state and federal courts in New York, Alabama, and elsewhere alleging breach of contract and fraud arising out of certain allegedly improper business practices; and
  • Representing a major water and wastewater service company in New York state court seeking contract and “cost of cover” damages for breach of contract arising from an IT provider’s abandonment of an ongoing IT project for the service company.
Mr. Koosed’s specific representative matters include:
  • Doppelt v. Denahan, 2016 WL 6839130 (App. Div. 1st Dep’t Nov. 22, 2016) (successfully obtained dismissal of shareholder derivative suit challenging management externalization transaction and successfully defended dismissal on appeal);
  • Jefferies Leveraged Credit Products, LLC v. Strategic Capital Resources, Inc., 2016 WL 4467550 (S.D.N.Y. Aug. 22, 2016) (successfully obtained summary judgment dismissing counterclaim alleging that client acted in bad faith);
  • Discover Growth Fund v. 6D Global Technologies, Inc., et al., 2015 WL 6619971 (S.D.N.Y. Oct. 30, 2015) (successfully defeated effort to attach client’s assets and vacated temporary restraining order);
  • American Water Resources, LLC v. Liu, 2013 WL 10767664 (Sup. Ct. N.Y. Co. Dec. 6, 2013) (successfully overturned government ruling subjecting client to prevailing wage provisions of New York Labor Law);
  • Frederick v. Corcoran, 2013 Md. Cir. Ct. LEXIS 5 (Md. Cir. Ct., Montgomery Co. Aug. 14, 2013) (successfully obtained dismissal of shareholder class action challenging public company merger);
  • In re Indu Craft, Inc., 2012 U.S. Dist. LEXIS 105219 (S.D.N.Y. July 27, 2012) (successfully defended bankruptcy court ruling on appeal), aff’d 580 F. App’x 33 (2d Cir. 2014);
  • Intertex Trading Corp. v. Ixtaccihuatl S.A. de CV and Industrias Quiltex S.A. de CV, 754 F. Supp. 2d 610 (S.D.N.Y. 2010) (successfully obtained dismissal of breach of contract claim);
  • Reno v. Mellon, 2009 N.Y. Misc. LEXIS 1562 (Sup. Ct. N.Y. Co. Mar. 31, 2009) (successfully obtained dismissal of breach of contract and defamation claims);
  • F G II, Inc. v. Saks Inc., 46 A.D.3d 305, 847 N.Y.S.2d 185 (1st Dep't 2007) (successfully obtained at the trial court level, and defended on appeal, ruling dismissing a breach of contract claim on forum non conveniens grounds); and
A more complete list of Mr. Koosed’s representative engagements is available upon request.