Overview

Tom is a partner in the Business Litigation practice group.  His practice focuses on complex business litigation and dispute resolution.  He has represented clients in cases involving fiduciary relationships, shareholder disputes, business torts, trade secret, non-compete, copyright and Lanham Act controversies, commercial and contract disputes, and property matters, including condemnation proceedings and disputes regarding use of commercial real estate.  A member of the firm’s Securities and Shareholder Litigation group, Tom has significant experience defending corporations and directors in class and derivative shareholder actions challenging mergers, acquisitions and tender offers.

In addition to his litigation practice, Tom also advises clients on matters regarding fiduciary duties, compliance with state and local ethics provisions, sunshine laws, and campaign finance regulations.

Experience

Property and Real Estate Disputes

  • Representation of national retailer in defense of eminent domain proceedings for road expansion which threatened to eliminate key signage and ingress/egress point to retail location. Through mediation, obtained key concessions from local department of transportation to address client’s concerns.
  • Representation of manufacturer in commercial easement dispute with neighboring industrial property which threatened to shut down client’s operations. Matter involved expedited discovery, hearing for injunctive relief, and was settled favorably for client.
  • Representation of national banking service in defense of eminent domain proceedings for highway expansion which terminated dedicated traffic light, eliminated half of the ingress/egress points to bank location, and disrupted natural flow of traffic in parking lot to ATM, teller lanes, etc. Through mediation, obtained concessions from department of transportation for improvements both on the client’s property and adjustments to abutting public roadway to assure ease of access for customers.
  • Representation of limited liability company in dispute relating to easement rights to commercial property, including claims of trespass, adverse possession, termination of easement and common law dedication.
  • Representation of individuals in easement dispute with neighborhood association and hotel developer.
  • Advised parties in various disputes over permissible use of land donated to local governments for public use.
  • Representation of landowners in condemnation/eminent domain proceedings.

Securities & Shareholder Litigation

  • Represented the acquiring company in defense of federal and state shareholder derivative and class action complaints challenging the fairness of a $2.5 billion merger. In re Associated Estates Realty Corporation Shareholder Litigation, 1:15-cv-00857 (N.D. Ohio).
  • Obtained dismissal of securities claims against various market-makers under Section 12(a)(1) of the Securities Act of 1933 and various state law theories, resulting from an alleged pump-and-dump scheme in Biozoom Securities via motion to dismiss (three clients) and summary judgment (four clients). In re Biozoom, Inc. Securities Litigation, Case No. 1:14-CV-01087 (N.D. Ohio).
  • Represented syndicate of underwriters in class action litigation brought by shareholders of a public company asserting strict liability under Sections 11 and 12(a)(2) of the Securities Act of 1933 for allegedly false and misleading statements in a registration statement and prospectus for depositary shares. Rosenberg v. Cliffs Natural Resources Inc., No. CV-14-828-140 (Cuyahoga County, Ohio).
  • Representing the board of directors of Robbins & Myers, Inc., a publicly traded corporation, in defense of three shareholder derivative and class action complaints filed in Ohio and Texas in connection with $2.5 billion merger transaction with National Oilwell Varco, in both pre-closing and post-closing disputes.
  • Representation of publicly traded company in connection with tender offer made by controlling shareholder in defense of three complaints filed in Cleveland, Akron and Cincinnati.

Business Torts, Trade Secret, Non-Compete, Copyright and Lanham Act Disputes

  • Representation of several companies in disputes with former employees regarding trade secret and non-compete matters.
  • Representation of company in defense of fraud and tortious interference claims brought by former contractor.
  • Representation of unsecured creditor in lawsuit against owners of defaulting customer for fraudulent transfer and alter ego liability.
  • Representation of companies in defense of claims of copyright infringement, unfair competition and Lanham Act violations.

Commercial and Contract Disputes

  • Representation of global manufacturer of aerospace components in contract, intellectual property and business tort dispute with supplier.
  • Representation of secured creditors in numerous actions against defaulted commercial borrowers.
  • Representation of real estate developer in contract dispute with joint-venture partner regarding buy-sell agreement.
  • Representation of several companies in simple breach of contract, indemnification, and insurance coverage matters.

State Ethics and Campaign Finance Compliance

  • Advised local trade association, corporations, partnerships and individuals on compliance matters regarding state and local campaign finance and ethics laws.
  • Advised non-profit boards on matters regarding the Ohio Public Records and Open Meetings Act (the Ohio “Sunshine Laws”).
  • Advised business corporations, partnerships and current or former public officials seeking to do business with state and local governments on compliance matters regarding ethics laws, including the state revolving door, pay-to-play, and interest in public contract restrictions.
  • Represented officer of non-profit in connection with request for advisory opinion from the Ohio Ethics Commission regarding permissibility of service on public board.
Publications

 

Presentations
  • “Questions Every Young Real Estate Litigator Must Ask,” American Bar Association, August 2018
Distinctions
  • Selected for inclusion in Rising Stars by Ohio Super Lawyers magazine, 2016 to 2019
  • ABA-BNA Labor Law Award, 2009
Professional and Civic

Professional Associations

  • American Bar Association; Vice Chair, Condemnation, for Real Estate, Condemnation and Trust Litigation Committee
  • Ohio State Bar Association

Community Activities

  • Cleveland Hearing & Speech Center, Board of Directors; New Partners of Cleveland Hearing & Speech Center, President, 2014-2015 term; Co-Chair, 2014 Big Wheel Relay Committee; Secretary, 2013-2014 term; Member, 2012-present
  • Cleveland Metropolitan Bar Association 3Rs Program, Volunteer
  • Civic Leadership Institute, Spring 2015 Class
News