Brett M. Middleton

Stockholder Derivative Actions:  Mr. Middleton has had extensive recent success representing stockholders in representative derivative litigation where he recovered money for the company and helped to improve corporate governance practices and enforce the fiduciary obligations of corporate boards and officers.  For example, in Cohen, et al. v. Hughes, et al., No. 2:21-cv-08734-CJC-PVC (C.D. Cal.), Mr. Middleton was one of the chief negotiators who helped secure a $12.5 million cash payment to Workhorse Group, Inc., along with comprehensive board and management-level corporate governance reforms, including creation of a Chief Compliance Officer position, creation of a Disclosure Controls committee, Audit Committee and Risk Management enhancements, and insider trading, clawback policy, and whistleblower reforms.  In re Geron Corporation Stockholder Derivative Litigation, No. 3:20-cv-02823-WHA (N.D. Cal.), is another example where Mr. Middleton, as one of the lead negotiators, was able to obtain valuable corporate governance reforms for Geron Corp., including the addition of a new independent director, creation of a management-level disclosure committee, and the creation of the position of Chief Compliance Officer.  Finally, in Smith v. Mariotti, et al., No. 2:22-cv-03155-WLH-PJW (C.D. Cal.), following more than four years of litigation and negotiations, Mr. Middleton, as lead negotiator for this case, secured valuable corporate governance reforms for Funko, Inc., for the benefit of the company and its stockholders.

Mergers & Acquisitions Class Actions:  He has contributed significantly to important post-closing damages M&A class actions, which recovered significant amounts for stockholders as a result of mergers allegedly closing at an unfair price and pursuant to an inadequate process, including: Morrison v. Berry, et al., (Del. Ch.) ($27.5 million recovered for The Fresh Market stockholders); Baum v. Harman Int’l Industries, Inc. (D. Conn.) ($28 million recovered for Harman Int’l stockholders); Goldstein v. Denner, et al., (Del. Ch.) ($124 million recovered for Bioverativ, Inc. stockholders); and Teamsters Local 237 Additional Security Benefit Fund and the Teamsters Local 237 Supplemental Fund for Housing Authority Employees and Alan Waterhouse v. Dan Caruso, (Del. Ch.) ($27.125 million obtained for Zayo Group Holdings, Inc. stockholders).  While with BLB&G, Mr. Middleton contributed significantly to successful M&A transactional litigation efforts to challenge the improper use of defensive measures and deal protections for management’s benefit, including M&A transactional expedited litigation in the Delaware Court of Chancery involving Alberto-Culver and Unilever, Caremark and CVS, Emulex and Broadcom, Medco and Express Scripts, and Yahoo! and Microsoft.   In Murray v. EarthLink Holdings Corp., No. 4:18-cv-00202-JM (E.D. Ark.) a securities class action where Johnson Fistel served as additional counsel, Mr. Middleton helped secure an $85 million class-wide settlement for alleged breaches of fiduciary duty by EarthLink and Windstream insiders in connection with false and misleading statements in a proxy and registration statement issued in connection with a merger. 

Securities Fraud Class Actions: Mr. Middleton has also had success in the practice area of stockholder securities class action litigation.  For example, in FTSI Securities Litigation (Glock v. FTS International, Inc.) (S.D. Tex.), a securities class action where Johnson Fistel served as Co-lead Counsel, Mr. Middleton helped secure a $10 million class-wide settlement for certain investors for alleged violations of Sections 11 and 15 of the Securities Act of 1933.  Similarly, while with BLB&G, Mr. Middleton was a senior member of the teams responsible for the prosecution of a wide variety of high-profile securities class action cases that have achieved substantial recoveries for investors.  Notable high-profile securities class action cases include: Lehman Brothers Equity/Debt Securities Litigation (S.D.N.Y.) (recovered $615 million for investors from multiple defendants, which is considered one of the largest total recoveries for stockholders in any case arising from the financial crisis), Williams Securities Litigation (N.D. Okla.) ($311 million combined settlement for alleged accounting fraud, which was the largest settlement at the time without a company restatement), Lehman Brothers/Ernst & Young Securities Fraud Class Action (S.D.N.Y.) (resulted in the $99 million settlement with Lehman’s former auditor, Ernst & Young, arising from the financial crisis, which at the time was one of the 10 highest public auditor settlements ever achieved), Lumber Liquidators Securities Litigation (E.D. Va.) (obtained over $40 million for class members arising from alleged scheme to inflate margins by importing cheap and illegal flooring products as exposed by the CBS news show 60 Minutes), Accredo Health Securities Litigation (W.D. Tenn.) ($33 million for investors arising from accounting fraud claims), Accredited Home Lenders Securities Litigation (S.D. Cal.) ($22 million recovered for investors for fraud claims relating to mortgage lending practices), and Clarent Corp. Securities Litigation (N.D. Cal.) (after a four-week jury trial, obtained rare jury verdict in favor of plaintiffs and against the company’s former CEO for knowingly making false and misleading statements in violations of federal securities laws). 

For his professional achievements, Mr. Middleton has received industry and national recognition, including “Recommended Lawyer in M&A Related Shareholder Litigation” by Legal 500 USA Guide, “San Diego Super Lawyer” by Super Lawyers, and “Best of the Bar” by San Diego Business Journal.

Mr. Middleton was admitted to the State Bar of California on December 8, 1998, and is admitted in good standing with all courts in the State of California.  He is also admitted in good standing with the U.S. District Courts for the Central, Northern, and Southern Districts of California.  Mr. Middleton is a member of the Association of Business Trial Lawyers, the UCLA Alumni Association, and the University of San Diego School of Law Alumni Association.

Mr. Middleton received a Bachelor of Arts degree from the University of California, Los Angeles (UCLA) on June 18, 1993, and a Juris Doctor degree from the University of San Diego School of Law on May 23, 1998.