Jeffrey Scott Torosian

Jeffrey S. Torosian

Partner
About

Jeff Torosian is one of the nation's leading corporate trial lawyers. For 30 years, Jeff has tried major cases in courtrooms throughout the United States, managed complex, bet-the-company litigations and arbitrations, run large litigation departments, and coordinated litigation teams around the world. Jeff has won dozens of significant trial victories, with four separate matters reported on the front page of the Wall Street Journal.

Jeff's cases involve business disputes of nearly every kind in federal and state courts and in numerous arbitration and mediation agencies around the country. Jeff routinely handles disputes involving business transactions - private equity litigation, M&A disputes, shareholder fights, corporate governance lawsuits, and bankruptcy trials.

Jeff also regularly acts as a trusted advisor to corporate boards, senior executives, and in-house counsels, helping his clients navigate complex legal issues to achieve their strategic business objectives. Jeff is heavily involved with the Chicago business and cultural community at large and currently serves on the Board of Directors of World Business Chicago, the Board of Trustees of The Newberry Library, and the College Board of Visitors of Wake Forest University.

Bar admissionsIllinois
CourtsSupreme Court of IllinoisUnited States District Court for the Northern District of Illinois (including the Trial Bar)United States District Court for the Central District of IllinoisUnited States District Court for the Eastern District of WisconsinUnited States District Court for the Northern District of IndianaUnited States District Court for the Western District of MichiganUnited States Court of Appeals for the Seventh CircuitUnited States Court of Appeals for the Ninth CircuitUnited States Tax Court

EXPERIENCE

Shareholder Disputes

  • US$400 million shareholder 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
  • 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

M&A Disputes

  • 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
  • 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 and environmental services industries

Bankruptcy Trials

  • Trial for sale approval – Won trial approving sale of assets of large pharmaceutical company against objection from preferred equity holders
  • 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
  • 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

Corporate Governance Cases

  • 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

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 TRO and injunction matters seeking protection for trade secrets or defending against trade secret claims in a wide range of industries

Contract Claims

  • 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 $60 million fraud involving cemetery trust funds
  • Dismissal of commercial fraud claim – Won dismissal of civil RICO 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
Education
  • J.D., Pepperdine University School of Law 1993
    Literary Editor, Pepperdine Law Review
  • B.A., The University of Chicago 1990

Awards

Jeff has been named an Illinois Super Lawyer in every year since 2007 and has been recognized by the Leading Lawyers network in every year since 2009. In 2004, he was named among the 40 Illinois Attorneys Under Forty to Watch by Chicago Lawyer magazine and the Law Bulletin Publishing Co.

Bylines

Seminars

  • Presenter, "In a Flash:  A Lesson in Cybersecurity," National Conference of the Society for Corporate Governance, Colorado Springs, Colorado, June 25, 2016
  • Panelist, "Insider Threats to Cybersecurity," threatLAB® 2016 – Cyber Risk 360⁰, Streamsong, Florida, February 3, 2016
  • Speaker, "Ethics of In-House Pro Bono," Association of Corporate Counsel, Chicago, October 3, 2014
  • Speaker, "Expert Depositions," Practicing Law Institute Conference on Taking and Defending Depositions, Chicago, 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

Media Mentions

  • 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 - PepsiAmericas Agrees to $400,000 Payment," Chicago Tribune, January 21, 2006
  • Quoted, "Duff's Firm Loses McPier Pact Battle," Chicago Tribune, November 1, 2002

Prior Experience

Prior to joining DLA Piper, Jeff chaired the Chicago litigation departments of two major international law firms.

Teaching Experience

  • Adjunct Professor of DePaul University College of Law, 1999-2001

Memberships And Affiliations

  • American Bar Association
    • Chair, Private Equity Litigation Subcommittee, 2007—2017
  • Hearing Board of the Illinois Attorney Registration and Disciplinary Commission, 2009—2016
    • Hearing Board Chair, 2012—2016
  • Oversight Board of the Illinois Attorney Registration and Disciplinary Commission, 2009—2012
  • US Magistrate Judge Merit Selection Panel for the U.S. District Court for the Northern District of Illinois, 2009
  • DePaul University College of Law
    • Adjunct Professor of Commercial Litigation Strategy, 1999-2001
CIVIC AND CHARITABLE
  • World Business Chicago
    • Board of Directors, 2022—Present
  • The Newberry Library
    • Board of Trustees, 2022—Present
      • Finance, Audit, and Investment Committee
      • Facilities and Information Technology Committee
  • Wake Forest University
    • College Board of Visitors, 2020—Present
  • University of Chicago
    • Chair, Chicago Leadership Committee, 2005—2007
    • Chicago Cabinet, 2005—2007

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