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Brian T. Frawley


Brian T. Frawley

New York +1-212-558-4000+1-212-558-4000 +1-212-558-3588+1-212-558-3588
[email protected]

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 AB InBev, AT&T, Bayer, Columbia Pipeline, Cytec Industries, DISH Networks, Forest City Realty, KCG Holdings, NorthStar Asset Management, Pepco Holdings, Remy International, Solera Holdings, Tokio Marine, and Valeant Pharmaceuticals, among others. He also frequently represents financial advisors in disputes arising out of mergers or acquisitions, including Barclays, Centerview, Houlihan Lokey, and Lazard, among others.

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 4 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.


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


In Commercial Disputes
  • Represents TerraForm Power in commercial disputes arising out of the bankruptcy of its parent company, SunEdison
  • Represents Valeant Pharmaceuticals in various securities class action litigations and related proceedings
  • Counsel to one of the owners of a Broadway theatre venture in San Francisco in litigation relating to the management and operation of that entity
  • Represents the directors of DISH Networks in derivative litigation relating to alleged “do not call” violations
  • Counsel to Barclays Bank in connection with various securities litigation arising out of the securitization and sale of residential mortgage backed securities
  • Represented Morgan Stanley & Co. in a breach of contract action relating to the liquidation of a natural gas futures and options trading account
  • Represented eighteen of the world’s largest financial institutions in separate Article 78 and fraudulent conveyance actions in New York State court against MBIA Inc. and its subsidiaries challenging their 2009 multi-billion dollar restructuring
  • Counsel to UBS in securities class action and derivative litigation in Alabama courts arising out of UBS’s role as the former investment banker for HealthSouth Corp.
  • Represented Lewis Ranieri, a founder and the chairman of Franklin Bank Corp., in matters relating to the failure of Franklin Bank, including securing the dismissal of federal securities law claims against Mr. Ranieri, which was affirmed by the Fifth Circuit
  • Counsel to Royal Philips Electronics and certain directors of its majority-owned subsidiary, MedQuist, Inc., in successfully opposing two preliminary injunctions seeking to enjoin Philips’ sale of its stake in the company, and in securing the later dismissal of those litigations, as well as the dismissal of an unrelated third derivative litigation, which dismissal was affirmed by the Third Circuit
  • Counsel to Gildan Activewear in obtaining the dismissal on the merits of all U.S. federal securities fraud claims in multi-jurisdictional securities law proceedings in the United States and Canada
  • Counsel to Norske Skog in litigation arising out of certain financing transactions involving Norske Skog and its affiliates
  • 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
  • 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
  • Represents the board of Solera Holdings in successfully resisting expedition and securing the dismissal with prejudice of stockholder litigation challenging its acquisition by Vista Equity
  • Represents Valeant Pharmaceuticals in an insider trading class action arising out of its 2014 unsolicited merger proposal for Allergan
  • Represents Columbia Pipeline Group and its board in securing the dismissal with prejudice of stockholder litigation challenging the acquisition of Columbia Pipeline by TransCanada
  • Represents DISH Networks in various litigation arising out of its proposed acquisitions of Clearwire, LightSquared, and Sprint
  • Represents Barclays in derivative litigation in Delaware and California relating to Hewlett-Packard's 2011 acquisition of Autonomy
  • Represents NorthStar Asset Management in connection with stockholder litigation relating to its recent merger with Northstar Realty Finance and Colony Capital
  • Represented Cytec Industries in stockholder litigation in New Jersey and Delaware arising out of its acquisition by Solvay
  • Represented AT&T in class action litigation in Delaware and California relating to its 2013 and 2014 acquisitions of Nextwave and Leap Wireless
  • Counsel to Intercontinental Exchange in class action litigation in New York and Delaware relating to its $9 billion acquisition of the New York Stock Exchange in 2013, including the successful defense of a preliminary injunction motion in Delaware
  • 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 Valeant Pharmaceuticals in connection with declaratory judgment action and stockholder class action litigations in Arizona, Delaware and New York relating to its acquisition of Medicis Pharmaceuticals
  • 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