Mr. Poss has represented a broad range of clients ranging from Fortune 50 corporations and the major global investment banks to middle-market private equity firms and their growing portfolio companies. He represents both domestic and internationally based corporations, corporate officers and directors, and special board committees in crisis situations. He regularly counsels clients on corporate governance and compliance issues.
Mr. Poss has represented corporations and their directors and financial advisors across the country in successfully defending litigation involving more than $175 billion in public and private merger and acquisition transactions. He also represents REITs, hedge funds, venture capital and private equity firms, as well as their portfolio companies, in connection with deal protection, IPO issues, corporate governance issues, shareholder disputes and transactional litigation. Clients appreciate his strategic insight and his focus on achieving business objectives.
Mr. Poss has recently represented:
- Dell Inc. as Massachusetts counsel in the $67 billion acquisition of EMC, the largest tech buyout in U.S. history.
- A major private equity investor in resolving multiple portfolio company governance and boardroom disputes.
- Nomura Securities, Goldman Sachs, Credit Suisse, Morgan Stanley, and other clients in defending multiple cases in state and federal courts involving billions of dollars in mortgage-backed securities and other offerings. In the Nomura Plumbers’ Union case, he won favorable rulings in federal district court and the First Circuit which is the only favorable appellate authority holding that plaintiffs lack standing to sue on offerings in which they did not purchase securities. In another major multi-defendant RMBS securities case, Mr. Poss handled all of the courtroom arguments for the entire defense group, which included virtually every major bank and investment bank.
- A major growth private equity firm in post-closing litigation in Delaware Chancery Court, successfully winning landmark rulings on the post-merger ownership of pre-merger privileged communications and on the factual predicates for holding investors responsible for fraud in the course of selling a private company.
- A Special Committee of the Board of Directors of CreXus Investment Corp., a REIT, in defending multiple shareholder class actions and derivative suits brought in New York and Maryland challenging the $1 billion acquisition of CreXus by Annaly Capital Management, Inc. Successfully won dismissal of all pending lawsuits in both courts; the Maryland ruling is now cited as the leading national case on M&A law for REITs.
- Mid-America Apartment Communities, Inc. in defending shareholder class action and derivative litigation in state court in Birmingham, AL, challenging the announced $8.6 billion merger between MAA and Colonial Properties Trust, an Alabama real estate investment trust. Successfully fought back efforts to enjoin the transaction and reached an extremely favorable settlement, allowing the transaction to close on time.
- One of the nation’s largest credit card processors in defending securities class action and derivative lawsuits filed in federal court in New Jersey in the wake of one of the country’s largest data securities breaches by organized foreign cybercriminals. Successfully won dismissal with prejudice of all claims.
Mr. Poss was an associate at Cravath, Swaine & Moore in New York before joining Goodwin.
Mr. Poss served as the Vice-Chair and then the Co-Chair of the Securities Litigation Subcommittee of the American Bar Association Section of Business Law from 2000-2007. He is a former Vice Chairperson of the Massachusetts Bar Association Business Litigation Committee and a former member of the Civil Litigation Curriculum Committee of Massachusetts Continuing Legal Education. Mr. Poss has been approved as Panel Counsel for Securities Litigation by a worldwide leader in directors and officers liability insurance, and other major D&O insurance carriers. He is an active member of the British-American Business Association.