Jeffrey S. Torosian

M&A and Private Equity Disputes

• Cases involving post-transaction claims: Obtained judgments and extremely favorable settlements in dozens of cases involving purchase price adjustments, breaches of representations and warranties and fraud on behalf of private equity purchasers of businesses in numerous industries, including the pharmaceuticals, real estate investment, packaging, manufacturing, construction, chemicals, laboratory service, healthcare services, environmental services, and other industries
• US$400 million private equity dispute: Represented one of the largest private employers in Brazil in connection with a bet-the-company dispute against one of its minority shareholders, resulting in a successful settlement
• Judgment on corporate merger dispute: Won partial summary judgment on claims for failed merger of cargo service companies, resulting in extremely favorable settlement
• Arbitration of corporate purchase price adjustment: Won arbitration in a one-week arbitration of purchase price adjustment case involving the sale of nursing home facility

Shareholder Disputes

• Arbitration of minority shareholder oppression claims: Won a three-week arbitration on claims for minority shareholder oppression
• Judgment on business breakup: Won judgment against a former shareholder and officer of a closely held corporation, terminating her ownership interests
• Trial of "fair value" buyout: Won favorable judgment in a trial of "fair value" valuation of telecommunications company
• Trial of buyout valuation: Won trial on valuation of a buyout obligation pursuant to a shareholder buy-sell provision

Corporate Governance Cases

• Trial of receivership and breach of fiduciary duty claims: Won trial defending company against receivership and breach of fiduciary duty claims
• Trial of breach of fiduciary duty claims: Won trial against former fiduciary of trust for scheme to bilk trust assets
• Injunction to protect incumbent board: Won injunction protecting incumbent board of directors of large, privately held corporation, leading to favorable settlement of proxy fight and related litigation
• Summary judgment on successor liability claim: Won summary judgment on behalf of Fortune 100 financial services company, defeating US$30 million successor liability claim for actuarial malpractice

Bankruptcy Trials

• Trials of US$225 million post-acquisition disputes: Led trial team for two trials involving post-acquisition disputes on behalf of successful stalking-horse bidder; awarded "Healthcare/Life Sciences Deal of the Year Award" by the M&A Advisor
• Trial of US$300 million claim estimation: Led trial team for cryptocurrency valuation fight in Delaware Bankruptcy Court
• Trustee claims: Recovered tens of millions of dollars for Chapter 7 Trustee in several adversary actions involving a complex global private jet financing and bribery scheme
• Trial for sale approval: Won trial approving sale of assets of large pharmaceutical company against objection from preferred equity holders
• Plan confirmation dispute: Led litigation team on plan confirmation dispute leading to successful restructuring; awarded "Real Estate Deal of the Year Award" by the M&A Advisor
• Trial for trustee appointment to protect US$1 billion in claims: Won trial to appoint Chapter 11 trustee in groundbreaking decision under US Bankruptcy Code; awarded "International Matter of the Year" by the American Bankruptcy Institute (ABI)
• Trial for adequate protection: Led trial team for trial of adequate protection motion on behalf of mezzanine lenders of real estate company
• Trial of US$160 million bankruptcy claim: Represented the official committee of unsecured creditors in a nationally followed, three-week-trial on ground-breaking claims for the private equity industry
• Trial of attempted trustee appointment: Represented the equity holder in a high-profile trial of attempt to appoint a Chapter 11 trustee, resulting in a favorable settlement

Cybersecurity and Data Breach Cases

• Anthem data breach: Represented major company in connection with overall litigation exposure analysis, risk assessment and data breach response plan in connection with Anthem data breach
• Ashley Madison data breach: Represented major company in connection with overall litigation exposure analysis, risk assessment and litigation strategy in connection with Ashley Madison data breach

Trade Secret, Unfair Competition and Restrictive Covenant Cases

• Injunction judgment to protect trade secrets: Won permanent injunction to protect global agricultural industry manufacturer's trade secrets involving launch of new product line
• Trial of breach of non-solicitation agreement: Won trial enforcing a client's non-solicitation agreement against senior executive who joined a competitor
• US$10 million trade secret dispute: Obtained favorable settlement after extensive litigation for a client accused of committing numerous business torts when it took over a competitor's regional office
• Injunctions for trade secrets: Handled dozens of temporary restraining order (TRO) and injunction matters seeking protection for trade secrets or defending against trade secret claims in a wide range of industries

Contract Claims

• Judgment for major US retailer in contract dispute: Won US$8 million judgment for major retail company in contract dispute against significant manufacturing supplier
• Arbitration of breach of contract involving trading platform software: Won US$80 million arbitration of breach of contract and fraudulent inducement claims for a leading investment bank
• US$50 million breach of contract: Obtained a valuable business settlement helping to save client's resort business
• Jury trial of US$20 million breach of contract: Won extremely favorable jury verdict and the subsequent appeal after 3-week jury trial on steel supply contract dispute
• US$10 million contract claim: Obtained a large settlement after extensive litigation for unpaid royalties and misuse of intellectual property

Commercial Fraud Claims

• US$60 million broker-dealer fraud: Successful defense of major investment bank in connection with a complex US$60 million fraud involving cemetery trust funds
• Dismissal of commercial fraud claim: Won dismissal of civil Racketeer Influenced and Corrupt Organizations (RICO) Act claims and outstanding settlement of remaining claims
• US$25 million international currency trading fraud claim: Unraveled defendants' fraudulent trading scheme, leading to settlement of claims

Real Estate Cases

• Trial of claims for control of industrial real estate: Won trial and summary judgment (on remaining issues) for control of an industrial property worth US$10 million
• Trial of claims regarding storm water drainage easement: Won week-long trial regarding commercial property owner's development and use of a storm water drainage facility
• Judgment on real estate purchase option: Won judgment for specific performance of a real estate purchase option

• Presenter, "In a Flash: A Lesson in Cybersecurity," National Conference of the Society for Corporate Governance, Colorado Springs, CO, June 25, 2016
• Panelist, "Insider Threats to Cybersecurity," Threat LAB 2016 – Cyber Risk 360⁰, Streamsong, FL, February 3, 2016
• Speaker, "Ethics of In-House Pro Bono," Association of Corporate Counsel, Chicago, IL, October 3, 2014
• Speaker, "Expert Depositions," Practicing Law Institute Conference on Taking and Defending Depositions, Chicago, IL, June 4, 2012
• Speaker, "Examination of Valuation Experts at Trial," National Association of Certified Valuation Analysts
• Speaker, "Valuation of Business Losses in Unfair Competition Litigation," National Association of Certified Valuation Analysts

• Quoted, "'Just a Bunch of Zeros and Ones': Crypto Valuation Sets Up 'Battle of Experts' in FTX Bankruptcy," Law.com, March 26, 2024
• Quoted, "FTX Says Millions in Ch. 11 Token Claims Should Be Zeroed," Law360, March 26, 2024
• Mentioned, "Pharma Co. Otsuka Buys Bankruptcy Smart-Pill Maker for $15M," Law360, August 26, 2020
• Mentioned, "Celadon Floats $3.25M Deal in Ch. 11 Receivables Fight," Law360, July 22, 2020
• Mentioned, "China Fishery Case Gets Chapter 11 Trustee," The Deal, November 1, 2016
• Quoted, "Radnor Holdings Creditors Quiz CEO Over Borrowing," Daily Bankruptcy Review Small-Cap, November 6, 2006
• Quoted, "Firm Settles Harassment Suit," Chicago Tribune, January 21, 2006
• Quoted, "Duff's Firm Loses McPier Pact Battle," Chicago Tribune, November 1, 2002

• Chair, Private Equity Litigation Subcommittee, American Bar Association, (2007 – 2017)

Civic and Charitable

• The Goodman Theatre: Board of Trustees (2025 – present)
• National Association of Corporate Directors: Member (2025 – present)
• The Economic Club of Chicago: Member (2025 – present)
• World Business Chicago: Board of Directors (2022 – present)
• The Newberry Library: Board of Trustees (2022 – present)
• US Magistrate Judge Merit Selection Panel, US District Court for the Northern District of Illinois: Member (2009, 2024 – present)
• Business Executives for National Security: Member (2023 – 2025)
• Wake Forest University: College Board of Visitors (2020 – 2023)
• Illinois Attorney Registration and Disciplinary Commission: Hearing Board Chair (2012 – 2016); Hearing Board (2009 – 2016); Oversight Board (2009 – 2012)
• University of Chicago: Chair, Chicago Leadership Committee (2005 – 2007); Chicago Cabinet (2005 – 2007)