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Disloyalty: Steps to Prevent Breaches of Fiduciary Duties by Employees, Officers, and Directors and What to do When They Occur 2014


Speaker(s): Daniel E. Johnson, Diane F. Dann, Paul E. Smith, Richard B. Friedman
Recorded on: Jun. 4, 2014
PLI Program #: 57641

Daniel E. Johnson
Partner - Washington, DC

Dan Johnson is a partner in McKenna Long & Aldridge's Washington D.C. office and a member of the firm's Litigation and Employer Services Groups.

Mr. Johnson represents companies and associations in employment and litigation matters. His experience in employment matters includes: employment agreements; covenants not to compete; confidentiality agreements; personnel policies and practices; wage, leave and disability laws; employee discipline and terminations; harassment and discrimination claims; fiduciary duty claims; wrongful discharge claims; defamation claims and "whistle blower" claims. He also has extensive experience in internal investigations of employee misconduct, as well as EEOC investigations.

Mr. Johnson has over 30 years of experience litigating complex disputes and has successfully represented clients in multi-million dollar trade secret claims, contract claims, software development disputes, product liability claims, and various business disputes arising from corporate asset acquisitions, stock purchases, joint venture arrangements, sales of commercials goods, construction projects and government procurements.

In 2008, the Washington Business Journal selected Mr. Johnson as the “Top Washington Lawyer” in employment litigation. In 2007, the Washington Business Journal selected him as one of three finalists for the award for the year.

Representative Matters

  • Lead trial counsel for defendant aerospace contractor accused of theft of trade secrets. Plaintiff sought $13,000,000. Obtained complete jury verdict for client.
  • Lead trial counsel for plaintiff service contractor in suit over theft of trade secrets and conspiracy by competitor and former employees. Obtained $5,000,000 verdict for client; verdict affirmed on appeal.
  • Lead counsel for defendant government contractor accused of fraud, misuse of trade secrets and breach of subcontract. Obtained complete summary judgment for defendant.
  • Trial co-counsel for contractor accused of violating federal labor laws. Obtained complete defense verdict.
  • Lead trial/arbitration counsel for software developer defending claims of breach of subcontract. Obtained complete defense verdict.
  • In various matters, lead counsel for employers accused of employment discrimination and/or violation of other employment laws. Obtained favorable settlements for clients.

Notable Engagements

Dan Johnson’s reported cases include:

  • Plainville Electrical Products Co. v. Bechtel Bettis, Inc., No. 3:06cv920 (SRU), 2009 WL 801639 (D. Conn. Mar. 26, 2009).
  • ManTech Int’l v. Analex Corp., 75 Va. Cir. 354 (Fairfax Co. Cir. Ct. Jul 18, 2008).
  • Advanced Marine Enterprises, Inc. v. PRC Inc., 256 Va. 106 (1998).
  • United Technologies Corp. v. Chromalloy Gas Turbine Corp., No. 95-444-RRM, 1998 U.S. Dist. LEXIS 13523 (D. Del. Aug. 14, 1998).
  • DynaLantic Corp. v. Department of Defense, 115 F.3d 1012 (D.C. Cir. 1997).
  • United States v. Laerdal Manuf. Corp., 853 F. Supp. 1219 (D. Or. 1994).
  • Monoflo Int'l, Inc. v. Sahm, 726 F. Supp. 121 (E.D. Va. 1989).

Education

  • J.D., University of Virginia School of Law, 1983
  • B.S., Virginia Polytechnic Institute and State University, magna cum laude, 1980

Bar Admissions

District of Columbia

Court Admissions

  • U.S. Court of Appeals for the District of Columbia Circuit
  • U.S. Court of Appeals for the Fourth Circuit
  • U.S. Court of Appeals for the Ninth Circuit
  • U.S. District Court for the District of Columbia
  • U.S. District Court for the District of Maryland


PAUL E. SMITH

Paul E. Smith is Vice President, Deputy General Counsel at Terex Corporation with global responsibility for employment law and health, safety, and environmental law matters. Prior to joining Terex in 2008, Paul was a partner in the employment law group at the Perkins Coie law firm in Seattle. Paul received his J.D. from Harvard Law School and clerked on the U.S. Court of Appeals for the Ninth Circuit before joining Perkins Coie.


Richard B. Friedman
Partner - New York

Experience

Richard B. Friedman is an experienced trial lawyer who handles complex commercial, employer services, and real estate litigation, arbitration, and mediation matters for public and closely held corporations in New York federal and state trial and appellate courts and other venues. His practice includes matters concerning employee disloyalty, faithless servant doctrine, and fiduciary duty issues involving employees and shareholders. Mr. Friedman has a particularly active practice in the New York County Commercial Division. He is one of a dozen or so lawyers appointed by the Chief Administrative Judge to the Court's Advisory Committee on which he serves with the nine judges.

Mr. Friedman's recent cases have involved:

  • Alleged breaches of fiduciary duties by employees and shareholders;
  • Contract disputes and business torts;
  • Real estate-related issues; and
  • Enforcement of substantial monetary judgments.

As a former senior in-house litigator and the former owner of a legal cost management company, Mr. Friedman is extremely sensitive to client fee issues. He is co-chair of the Litigation Department’s Alternative Fee Arrangements Committee and was instrumental in the rollout of MLAdvantage, a practice philosophy that emphasizes delivering superior value to clients within certain timing and budget parameters using legal project management, knowledge management, professional development, enhanced technology, resource management, alternative fee arrangements, and direct cost containment. In addition, as the co-founder and co-chairman of the In-house/Outside Counsel Committee of the New York County Lawyers’ Association and the former founding co-chair of similar committees of the New York State Bar Association and the New York City Bar Association, Mr. Friedman is actively involved in addressing issues that concern in-house counsel and bridging differences between such lawyers and their law firm counterparts.

Notable Engagements

  • Saved a technology company up to $100 million in a landmark case brought by its former chief operating officer seeking to enforce an option agreement by obtaining a favorable decision (after a 41 day trial) as co-lead trial counsel.
  • Successfully defended a national builder of military housing against multimillion dollar claims arising out of a dispute at West Point and obtained a monetary recovery on a counterclaim.
  • Obtained numerous favorable decisions from a New York federal court and the United States Court of Appeals for the Second Circuit on behalf of Pfizer Inc. which was seeking to enforce multimillion dollar judgments.
  • Won a multimillion dollar post-closing arbitration award on behalf of a national paper manufacturing company.
  • Secured breach of contract judgments on behalf of Sony Electronics, Inc. against various entities.
  • Negotiated a favorable settlement through mediation on behalf of a national real estate mortgage brokerage company in a multimillion dollar federal court lawsuit which resulted in no out-of-pocket payment by the client.

Education

  • J.D., University of Chicago Law School
  • B.A., Cornell University, magna cum laude (with distinction in all subjects)

    Bar Admissions

New York

Court Admissions

  • U.S. Court of Appeals for the Second Circuit
  • U.S. Court of Appeals for the Third Circuit
  • U.S. District Court for the Eastern District of Michigan
  • U.S. District Court for the Eastern District of New York
  • U.S. District Court for the Southern District of New York

Practices:

  • Litigation
    • Business Disputes / Commercial
    • Employer Services Litigation
    • Real Estate Litigation
    • Technology Litigation

Industries:

  • Financial Services
  • Real Estate
  • Technology

Professional Activities:

  • Founding Co-chair, In-House/Outside Counsel Committee, New York County Lawyers' Association
  • Member, Advisory Committee, Supreme Court, New York County, Commercial Division
  • Founding Co-chair, In-house/Outside Counsel Litigation Group, New York City Bar Association
  • Member, House of Delegates, New York State Bar Association
  • Member, Executive Committee, Commercial and Federal Litigation Section, New York State Bar Association
  • Member, Committee on Court Structure and Judicial Selection, New York State Bar Association
  • Member, Committee on Membership, New York State Bar Association