Tom O' Brien has a national securities, shareholder, professional liability and commercial litigation practice. He enjoys and thrives at representing companies and professionals in their most critical moments, such as when they face a major securities fraud case or a malpractice suit challenging their work. Two cases he has litigated have reached the Supreme Court of the United States, and one case he tried ended in a judgment described by the District Court as a “once in a lifetime result.”
Mr. O' Brien has represented public companies, their officers and directors and public accounting firms in litigation and investigations related to securities, mergers and acquisitions, corporate control, shareholder demands, financial reporting, and audits. For example, he defended a securities fraud class action that made two trips to the Supreme Court of the United States, and has represented multiple public companies in connection with short-swing profit claims under Section 16(b) of the Exchange Act.
Mr. O' Brien also has defended law, audit, tax and advisory firms against a variety of claims, including fraud, breach of contract, breach of fiduciary duty and malpractice claims. For example, he received a dismissal of a lawsuit alleging that an international law firm committed fraud and breached a contract in connection with an arbitration proceeding. The dismissal was affirmed by the court of appeals, and the Supreme Court of Texas denied the plaintiffs' petition for review.
Mr. O' Brien has significant experience with other complex business-related disputes as well. He participated in a four-week trial in a fraudulent transfer and breach of fiduciary duty case that resulted in a judgment for ASARCO LLC. The District Court described this judgment as a “once in a lifetime result.” He also tried the two-week confirmation hearing in ASARCO's bankruptcy case, which resulted in all creditors being paid in full. The Bankruptcy Court characterized ASARCO's bankruptcy as “probably the most successful Chapter 11 of any magnitude in the history of the [Bankruptcy] Code.”
Following graduation from law school, Mr. O' Brien served as a law clerk to the Honorable Kim McLane Wardlaw of the United States Court of Appeals for the Ninth Circuit.
Securities and Shareholder Litigation and Investigations
- Major oilfield services company – defense of securities fraud class action concerning estimated liability for asbestos claims, accounting for claims on fixed-price construction contracts and projected merger cost savings
- Major oilfield services company – analysis and resolution of complex claim under Section 16(b) of the Exchange Act
- International audit, tax and advisory firm – defense of securities fraud class action concerning audit of start-up company that went bankrupt
- International audit, tax and advisory firm – granted dismissal of securities class action concerning audit of consumer financial services company
- Media, communications, and entertainment company – defense of claim under Section 16(b) of the Exchange Act
- Provider of onshore seismic data acquisition services – defense of shareholder litigation challenging stock-for-stock merger
- Provider of loyalty program and customer relationship management services – represented company in dispute with minority shareholder that refused to honor its contractual obligation to consent to a merger
- Major engineering, procurement, construction and installation company focused on offshore oil and gas projects – represented company in SEC investigation
- Major civil construction company – represented audit committee in internal investigation
- Leading offshore drilling company – represent company in connection with claims under Section 16(b) of the Exchange Act
- Provider of industrial aviation services – represent company in connection with claims under Section 16(b) of the Exchange Act
- Natural gas exploration and production company – represent company in connection with claims under Section 16(b) of the Exchange Act
- International law firm – granted dismissal and affirmance of dismissal on appeal of lawsuit alleging fraud and breach of contract in connection with an arbitration proceeding
- International law firm – defended against motion to disqualify counsel and petition for a writ of mandamus in patent infringement lawsuit
- National law firm – defense of malpractice and breach of fiduciary duty claims arising from representation of public policy research organization
- National law firm – defense of conspiracy and deepening insolvency claims filed by Chapter 7 trustee
- Texas law firm – defense of malpractice claim arising from bank’s failure to perfect its security interests
- International audit, tax and advisory firm – defense of multiple lawsuits relating to tax strategies
- International audit, tax and advisory firm – defense of breach of fiduciary duty and conspiracy claims relating to bank’s issuance of stock
- International audit, tax, and advisory firm – defense of fraud claim relating to sale of assets
- International audit, tax, and advisory firm – defense of breach of fiduciary duty, fraud, conspiracy, and negligence claims asserted by receiver in insurance company’s liquidation proceedings
Other Complex Commercial Litigation
- ASARCO LLC – represented mining company in prosecution of several fraudulent transfer claims, including suit against Americas Mining Corporation that resulted in a $5 billion plaintiff’s verdict (net of legal fees and expenses); Baker Botts was awarded a $4.1 million fee enhancement based on the “rare and extraordinary” results from the suit
- ASARCO LLC – represented mining company in bankruptcy confirmation hearing that resulted in all creditors being paid in full
- Acquisition entity – granted summary judgment in drag-along litigation involving $2 billion interest in transmission and distribution utility
- International oil company – granted summary judgment and affirmance of summary judgment on appeal in age discrimination case challenging company’s practice of removing its corporate pilots from flight duty at a certain age
- International oil company – defense of breach of contract lawsuit concerning stock options
- International technology company – prosecution of earn-out litigation
- Leading milk marketing cooperative and dairy food processor – defense of negligence and joint liability claims in wrongful death and personal injury cases
- Individuals – prosecution of residential construction defect claims
Awards & Community
Recognized as a Texas Super Lawyer-Rising Star (Thomson Reuters), 2010, 2012, 2014, 2015, 2016, 2017 & 2018
Listed as one of the Best Lawyers Under 40 in Dallas by D Magazine, 2017
Publications, Speeches & Presentations
U.S. Supreme Court Unanimously Affirms Plaintiffs’ Ability to Bring Certain Federal Securities Class Actions in State CourtFirm Thought Leadership
In an opinion released March 20, 2018, the Supreme Court of the United States settled a long-disputed question regarding the ability of state courts to hear certain class action securities claims filed under federal law and whether such actions can be removed to federal court.
Delaware Supreme Court Reaffirms High Standard for Pleading Demand Futility in a Director Oversight CaseFirm Thought Leadership
Securities Litigation Update
Securities Litigation Update
On Thursday, August 10th, Baker Botts partners will provide a primer on best practices to minimize litigation risk and litigation issues facing in-house counsel.
Baker Botts partners Hillary Holmes and Tom O'Brien present an overview of Section 16 reporting and liability. The overview will include a discussion of Section 16(a) reporting requirements, liability under Section 16(b) for short-swing trading profits, traps the unwary, recent enforcement and litigation developments, and practical tips.