Introduction

With over 30 years of experience, Tom practices principally in corporate and commercial litigation in both federal and state courts.

Tom’s complex litigation practice includes shareholder and partnership disputes, business valuation cases, class actions, securities claims, antitrust, insurance coverage, and health law disputes.

He has also conducted corporate investigations and served as special counsel for boards of directors.

Tom has lectured on trial practice, shareholder disputes, corporate investigations, D&O liability, evidence, ADR, Rule 11, and the death penalty. He has arbitrated and mediated over 500 cases as a neutral. He has been appointed a special master, referee, receiver, arbitrator and mediator by federal and state courts. Tom is a Fellow of the American College of Trial Lawyers, the College of Commercial Arbitrators, and the International Academy of Mediators, and is listed in “The Best Lawyers in America.”

Education

• Harvard Law School, J.D., 1976
• University of Minnesota, B.A., Economics, 1973
• Dartmouth College, 1969-1970

Bar Admissions

• Minnesota, 1976
• U.S. District Court for the District of Minnesota
• Fifth Circuit Court of Appeals
• Eighth Circuit Court of Appeals
• D.C. Circuit Court of Appeals
• Federal Circuit Court of Appeals
• United States Supreme Court

Practice Areas

• Litigation
• Antitrust and Trade Regulation
• Shareholder Disputes
• Medical Practices Defense
• Health Care Fraud & Compliance
• Securities Litigation
• White Collar & Regulatory Defense
• Insurance Coverage Litigation
• Corporate Governance & Investigations
• Alternative Dispute Resolution
• Life Sciences
• Internal Investigations
• False Claims Act Defense

Representative Experience

Corporate Investigations and Governance:

• Represented audit committee of Fortune 1000 company in corporate and SEC investigations involving alleged financial misconduct.
• Represented audit committee of publicly-held company in corporate and SEC investigations involving accounting restatements and alleged civil and criminal misconduct.
• Acted as special board committee in investigating allegations of excessive compensation to directors and officers.
• Conducted independent investigation for university of compliance with federal and university regulations regarding research.
• Investigated allegations of Medicare fraud for healthcare company planning IPO.
• Investigated whistleblower’s claims against publicly-held company relating to security of customers’ financial data and other alleged misconduct.

Litigation:

• Defends major healthcare institution in medical malpractice lawsuits.
• Defended principals of Mall of America in federal trial of breach of fiduciary claims among owners.
• Defended anesthesiologists in federal antitrust suit involving hospital anesthesia practices.
• Defended medical group in False Claims Act case alleging Medicare billing fraud.
• Defended directors and officers in suit by minority shareholders claiming breach of fiduciary duty in redemption of foundation stock.
• Represented public and private corporations in dissenters’ rights proceedings regarding valuation of stock.
• Represented minority shareholders of a telecom company in a dissenters’ rights proceeding triggered by a squeeze-out merger.
• Represented squeezed-out minority shareholders in dissenters’ rights case over valuation of multiple car dealerships.
• Represented doctors and clinics in jury trials and other litigation involving disputes over buy-sell agreements, compensation, and dissolution.
• Defended selling shareholders against post-sale fraud and indemnification claims by buyer of manufacturer.
• Represented death row inmates in state and federal court in habeas corpus proceedings.
• Represented publicly-held company in arbitration against national bank over termination of supply contract.
• Represented publicly-held franchisor in franchise litigation and arbitration nationwide.
• Defended manufacturer in “piercing the corporate veil” lawsuit brought by 26 trade creditors.
• Prosecuted trade-secret and contract claims in six-week federal jury trial against chemical company.
• Represented major food manufacturer in contract arbitration over disputes with supplier.
• Represented individuals and companies in antitrust, securities, and consumer class actions.

Alternative Dispute Resolution (ADR):

• Mediated over 400 cases, mostly commercial disputes but also intellectual property, False Claims Act, employment, malpractice, product liability, ERISA, and personal injury cases. Numerous multi-party cases, including class actions.
• Arbitrated over 100 cases, as sole arbitrator, panel chair, and panel member. Commercial and intellectual property cases, including claims of shareholder abuse, breach of contract, and patent infringement.
• Appointed by federal and state courts as special master, referee, receiver, arbitrator, and mediator.

Selected Publications & Presentations

• Speaker, “El Futuro Sin Límite/Future Without Limits,” Hispanic National Bar Association 35th Annual Convention, September 8-11, 2010
• Presenter, The Life of a Lawsuit: Session 3, Settlement and Analysis Phase, November 12, 2009
• "Practitioners’ Guide to Dissenters’ Rights in Five Easy Pieces," co-authored with Jim Dorsey, March 2009
• “Managing Complex Civil Litigation Cases/Special Masters,” Minnesota District Judges Association Fall Conference, September 6, 2007
• “Commercial Arbitration: Advocacy in an Arbitration Forum,” Minnesota CLE, April 26, 2007
• “Board Investigations: Getting It Right” (panelist), National Association of Corporate Directors, Minnesota Chapter, January 9, 2007
• “Board Investigations – How Far Is Far Enough” (panelist), 2005 ABA Convention and November 16, 2005 ABA Videoconference
• “Death Penalty in Louisiana,” co-authored with John Koneck and Clint Cutler, 35, U. TOL. L. REV. 617 (2004)
• “Dissenters’ Rights Law in Five Easy Pieces,” co-authored with James E. Dorsey, December 2003
• “Dissenters’ Rights in Minnesota,” co-authored with James E. Dorsey and Emily E. Duke, November, 2002
• “Mediation and Arbitration: A View From the Neutrals,” co-authored with R. Solum and R. Schiefelbein, The Hennepin Lawyer, September 2002
• “Conflict Management & Dispute Resolution,” Minnesota State Bar Association, September 18, 2000
• “Minority Shareholder Disputes,” (Moderator) Minnesota Institute of Legal Education (MILE), March 1, 2000
• “Mediating Employment Cases,” (Panelist) MILE, March 17, 1999
• “Business and Commercial Litigation in Federal Courts: A Review,” The Bench & Bar of Minnesota, March 1999
• “Dissenters’ Rights in Minnesota,” MILE, April 21, 1999
• “Refining the ADR Process,” (Panel Moderator) MILE, December 4, 1998
• “Unique Employment Problems in Family-Owned and Closely-Held Businesses,” 15^th Annual Upper Midwest Employment Law Institute, May 28, 1998
• “Preventing, Litigating & Managing Minority Shareholder Disputes,” Update on Dissenters’ Rights and “Fair Value” in Minnesota (Chair), MILE, January 15, 1997
• “Civil War in ADR,” (Panelist) Conflict Management and Dispute Resolution Section Mini-Convention, June 19, 1997
• “Squeeze-Out of Bank Minority Shareholders,” MILE, November 18, 1997
• “The Basics of Alternative Dispute Resolution,” The Annual Nuts & Bolts CLE for New Lawyers, November 20, 1997
• “Alternative Dispute Resolution - Customizing & Streamlining,” MILE, December 4, 1997
• Contributing editor, “Notes and Trends - Civil Litigation” column, Bench & Bar of Minnesota, 1990-96
• “How NOT to Mediate,” Alternative Dispute Resolution to Achieve Maximum Results, MILE, November 20 & December 18, 1996
• “How to Try a Case to the Bench,” Skills Training (Faculty) Minnesota State Bar Association, May 20-22, 1996
• “Strategic Approaches to Minnesota Evidence,” Sustaining Success in the Courtroom (Discussion Leader) Minnesota Institute of Legal Education, October 31 and November 1, 1996
• “Dissenter's Rights,” Minority Shareholder Disputes (Chair), MILE, January 26, 1995
• “Focus on Mediation,” 9 ADR Methods: How Best to Represent Your Client in Each Process, Minnesota State Bar Association, May 23, 1995
• “Remedies for Breach of Contract,” Third Annual Civil Litigation Institute (Lecture) Minnesota State Bar Association, November 13, 1995
• “Alternative Dispute Resolution,” Alternative Dispute Resolution Conference (Co-Chair) MILE, November 16, 1995
• “Valuing Closely Held Corporations,” Financial Fraud Litigation, MILE, December 1, 1995
• “Mediation,” Hennepin County District Court Law Clerk Task Force CLE, January 20, 1994
• “Dissenter’s Rights in Minnesota,” Corporate Practice Institute, MILE, May 5, 1994
• “Costs of Aggression: An Update on Rule 11,” Bench & Bar of Minnesota, April 1993 (Co-authored with Laurie Miller)

Professional Activities

• 2013 Compensation Council – State of Minnesota (appointed by Minnesota Supreme Court)
• Council on Crime and Justice, Board member, 2012-present
• Southern Minnesota Regional Legal Services Campaign for Legal Aid Leadership Committee, 2011-present
• The Fund for the Legal Aid Society, Member, Board of Directors, 1992-2012; Chair, 2002-04; Emeritus Board, 2012-present
• Supreme Court Advisory Committee on the Rules of Civil Procedure, member, 2008-present
• Chair, “Call for Justice” Task Force, Hennepin and Ramsey County Bar Associations, 2006-07
• President, Call for Justice, LLC, 2009-present
• Member, Academy of Court Appointed Masters
• Member, Federal Practice Committee (D. Minn.), 2001-2006
• Children’s Law Center of Minnesota, President, 2007-09; Board member, 2005-12; volunteer attorney
• Arbitrator and Mediator, American Arbitration Association, International Institute for Conflict Prevention & Resolution (CPR)
• Federal Bar Association
• American Bar Association, Litigation, Antitrust, and Torts & Insurance Practice Sections
• Lawyer Trust Account Board, member, 1996-2002; Chair, 2000-02, appointed by Minnesota Supreme Court
• Minnesota State Bar Association, Chair, Judicial Administration Committee, 1990-91; Member, Complex Litigation Task Force, 1991-92; Member, Judicial Elections Task Force, 1997
• Hennepin County Bar Association, Past Chair, Bench & Bar Committee
• Hennepin County Volunteer Lawyers Network, Volunteer Attorney, Past Chair and Director
• Volunteer Lawyers Network Benefactors, Board member, 2011-present
• Past faculty member, NITA and Minnesota Advocacy Institute
• Pro bono attorney, Louisiana death penalty cases; Centre for Asian & Pacific Islanders; Minnesota Civil Liberties Union
• Advocates for Human Rights, Founding Member, Board of Directors, 1983-88
• Co-founder and Member, Board of Directors, Mediation Center, St. Paul, MN, 1982-86
• Special Assistant Attorney General, Minnesota (Solicitor General and Tort Claims Divisions), 1977-79

Judicial Clerkship

• Honorable Earl R. Larson, U.S. District Court, Minnesota, 1976-77

 

Honors & Distinctions

• Outstanding Service to the Profession, 2011 Attorney of the Year, Minnesota Lawyer
• Professionalism Award, Hennepin County Bar Association, 2011
• Fellow, American College of Trial Lawyers
• Fellow, College of Commercial Arbitrators
• Distinguished Fellow, International Academy of Mediators
• Fellow, American Bar Foundation
• Listed, The Best Lawyers in America (Bet-the-Company Litigation, Commercial Litigation, and ADR); Best Lawyers in America Lawyer of the Year (Minneapolis), 2010, 2013; Lawdragon 500 Leading Judges in America; “Top 10 Super Lawyers in Minnesota,” Minnesota Super Lawyers magazine (formerly Minnesota Law & Politics)
• Ranked in Chambers USA; America’s Leading Lawyers for Business
• Pro Bono Distinguished Service Award, Hennepin County Bar Foundation, 2007
• Civil Trial Specialist, certified by Minnesota State Bar Association, 1993-present
• “Judge’s Choice” Award, Minnesota Lawyer, 1991
• Qualified Neutral under Rule 114, Minnesota General Rules of Practice, 1994-present