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    Home /  Lawyers /  Brian T. Frawley

    Brian T. Frawley

    Partner

    Brian T. Frawley Headshot Photo Portrait backdrop

    New York

    +1-212-558-4000

    |

    frawleyb@sullcrom.com

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    Brian Frawley is a partner in Sullivan & Cromwell’s Litigation Group. His practice focuses on a broad range of complex securities, derivative and commercial litigation, as well as the defense of significant regulatory matters.

    Mr. Frawley regularly counsels clients in litigation arising out of mergers and acquisitions, including recent transactions involving Anheuser-Busch InBev, Bayer, DISH Networks, DraftKings, KCG Holdings, Madison Square Garden, Merck KGaA, Novartis, Seattle Genetics, Sotheby’s, Syneos, Tiffany, Tokio Marine, United Rentals, and UnitedHealth Group, among others. He also frequently represents financial advisors in disputes arising out of mergers or acquisitions.

    Mr. Frawley is the co-coordinator of the Firm’s Mergers and Acquisition Litigation Practice, and the co-author of “Derivative Actions by Stockholders,” in 4th Business and Commercial Litigation in Federal Courts, Chapter 20.

    He also represents corporations and individuals at trial and on appeal in a wide variety of complex business and securities litigation in state and federal courts throughout the country, before arbitration panels, and in investigations and proceedings involving state and federal regulators. Mr. Frawley has represented corporations and individuals in some of the most important federal securities litigations in the country. He regularly advises senior executives and boards of directors on significant litigation and regulatory matters.

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    Spotlight

    S&C Obtains Dismissal with Prejudice of Securities Litigation Against EchoStar

    Read More

    S&C Advises Bally’s Special Committee in $4.6 Billion Acquisition by Standard General and Concurrent Combination with The Queen Casino & Entertainment

    Read More
    • Experience
    • Rankings and Recognitions
    • News
    • Publications, Videos and Podcasts
    • Credentials
    • Related Practices
    Experience

    Experience

    In Commercial Disputes

    • Represents DraftKings in a 2023 putative federal securities class action in Massachusetts and in Nevada derivative litigation alleging that DraftKings’ Non-Fungible Tokens (NFTs) are securities under federal and state law.
    • Represents DISH Networks in a 2023 putative federal securities class action in Colorado challenging disclosures about its compliance policies and procedures following a cyber-security incident.
    • Represents Unisys Corporation in a 2022 putative federal securities class action in Pennsylvania challenging disclosures about its internal financial and disclosure controls.
    • Represents Syneos Health in a 2023 putative federal securities class action in New York concerning disclosures about its business pipeline and expenses, and impacts from the COVID-19 pandemic.
    • Represents Danske Bank in obtaining dismissal of a mass action by soldiers and civilians injured in Afghanistan alleging claims under the Anti-Terrorism Act, which is now on appeal to the Second Circuit.

    • Represented Anheuser-Busch InBev in securing the 2020 dismissal with prejudice of a putative federal securities class action litigation relating to disclosures concerning dividend payments and policies.
    • Represented Danske Bank in securing the 2020 dismissal with prejudice of a putative federal securities class action litigation and related regulatory matters concerning anti-money laundering compliance, which was affirmed by the Second Circuit in 2021.
    • Represented Syneos Health in obtaining the dismissal of a putative federal securities class action litigation arising out of the merger of INC Research with InVentiv Health, which was affirmed by the Fourth Circuit in 2023.
    • Represented Unum Group in obtaining dismissal with prejudice of all claims in a putative securities class action filed in the Eastern District of Tennessee. The Sixth Circuit affirmed this dismissal in June 2021.
    • Represented the directors of DISH Networks in derivative litigation relating to alleged “do not call” violations.
    • Represented Morgan Stanley & Co. in a breach of contract action relating to the liquidation of a natural gas futures and options trading account.
    • Counsel to Barclays Bank in connection with various securities litigation arising out of the securitization and sale of residential mortgage backed securities.
    • Represented two private equity firms in several litigations brought in various state courts by lenders to one of their portfolio companies alleging fraud in connection with an $80 million loan to the portfolio company.

    In Merger & Acquisition Disputes

    • Represents DraftKings and former directors of Golden Nugget Online Gaming in shareholder putative class actions in Delaware and Nevada alleging fiduciary duty claims arising out of DraftKings’ 2022 merger with Golden Nugget Online.
    • Counsel to SoftBank Group in a putative shareholder class action in Delaware by T-Mobile shareholders alleging fiduciary duty claims arising out of a complex series of transactions in T-Mobile securities among Softbank, T-Mobile and Deutsche Telecom.
    • Represents the former CEO of General Growth Properties in stockholder litigation relating to its $9.25 billion acquisition by an affiliate of Brookfield Properties, including on an appeal to the Delaware Supreme Court.
    • Represents UnitedHealth Group in litigation in Delaware federal and state courts alleging breaches of representations and warranties by the sellers of a business UnitedHealth acquired in 2020.
    • Represented Tiffany & Co. as plaintiff in litigation against LVMH Moet Hennessy Louis Vuitton stemming from LVMH’s acquisition of Tiffany for approximately $16 billion, which was completed in January 2021.
    • Counsel to DISH Networks in various litigation arising out of transactions and proposed transactions with Clearwire, EchoStar, LightSquared, and Sprint.
    • Represented the board of Solera Holdings in successfully resisting expedition and securing the dismissal with prejudice of stockholder litigation challenging its acquisition by Vista Equity.
    • Represented Valeant Pharmaceuticals in fiduciary litigation and in an insider trading class action arising out of its unsolicited merger proposal for Allergan.
    • Counsel to Columbia Pipeline Group and its board in resisting expedition and securing the dismissal of stockholder litigation challenging the acquisition of Columbia Pipeline by TransCanada.
    • Represented NorthStar Asset Management in connection with stockholder litigation relating to its recent merger with Northstar Realty Finance and Colony Capital.
    • Represented one of the owners of a Broadway theatre venture in San Francisco in in a trial and appeal relating to the management and operation of that entity.
    • Represented Tokio Marine in class action litigation relating to its acquisition of Delphi Financial, including the successful defense of a preliminary injunction motion in Delaware.
    • Counsel to The Bank of New York Mellon in a successful arbitration awarding a post-closing price adjustment following a very large asset swap with another major financial institution.
    • Represented InBev NV/SA and its affiliates in various litigation arising out of InBev’s acquisition of Anheuser-Busch Companies, Inc., including the successful defense of a multi-billion dollar international arbitration brought by Grupo Modelo, S.A.B. alleging that the merger violated an investment agreement between, among others, Anheuser-Busch and Grupo Modelo.
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    Rankings and Recognitions

    Rankings and Recognitions

    • New York Super Lawyers (2009–2024)
    • BTI Client Service All-Star (2015, 2023)
    • The Legal 500 United States (2014–2018)
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    News

    News

    • S&C Obtains Dismissal with Prejudice of Securities Litigation Against EchoStar

      April 3, 2025
    • S&C Advises Bally’s Special Committee in $4.6 Billion Acquisition by Standard General and Concurrent Combination with The Queen Casino & Entertainment

      February 13, 2025
    • S&C Advises DISH Network in Merger Agreement with EchoStar

      August 24, 2023
    • S&C Obtains Fourth Circuit Win for Syneos in Securities Litigation

      July 26, 2023
    • S&C Guides MSG Entertainment Through Spin-off of Traditional Live Entertainment Business

      May 1, 2023
    • S&C Obtains Dismissal of Securities Suit Against DraftKings

      January 23, 2023
    Read More
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    Publications, Videos and Podcasts

    Publications, Videos and Podcasts

    • Brian Frawley, Lauren Boehmke and Susan Lindsay Author Law360 Article on Information-Sharing Rights for Director-Nominees

      Articles April 23, 2024
    • S&C Litigators Author Chapters in Business and Commercial Litigation in Federal Court

      Books January 18, 2021
    • Recent M&A and Litigation Developments in Delaware

      Podcasts August 11, 2020
    • Trends in M&A Litigation Webinar

      Webinars October 15, 2018
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    Credentials

    Credentials

    Education

    • Brooklyn Law School, J.D., 1993
    • Villanova University, B.M.E., 1989

    Bar Admissions

    • New York
    • New Jersey

    Clerkships

    • The Honorable Thomas C. Platt, United States District Court, Eastern District of New York, 1993-1994
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    Related Practices

    Related Practices

    • Litigation
    • Bankruptcy Litigation
    • Commodities, Futures & Derivatives
    • Corporate Governance Litigation
    • Criminal Defense & Investigations
    • Intellectual Property & Technology Litigation
    • M&A Financial Advisory and Valuation
    • Media & Telecommunications
    • Mergers & Acquisitions
    • Securities Litigation
    • Supreme Court and Appellate
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