Francis J. Earley

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  • State University of New York - Buffalo (JD)
  • University of Rochester (BA, Political Science)

Bar Admissions

  • New York

Frank focuses on securities and on complex commercial disputes. His practice includes representing both public and private companies and their directors and officers in class action and derivative suits including mergers and acquisitions and other transactions that implicate directors' and officers' fiduciary duties. Frank also represents corporations, officers, directors, accountants, and other individuals in SEC investigations and enforcement proceedings.

Frank has significant jury and nonjury trial experience in federal court. He has litigated in various state and federal courts throughout the country and has arbitrated extensively before the Financial Industry Regulatory Agency (FINRA, formerly NASD, and the NYSE) as well as the American Arbitration Association and JAMS. He also has mediated a number of disputes before those same bodies.

Frank is also co-founder of the firm’s Distressed Debt & Claims Trading Practice.

As part of our New York EB-5 litigation team, Frank assists clients at all stages in an EB-5 deal with responding to litigation threats or disruptions to a deal. He guides parties through crisis management and litigation and has a particular strength in working with issuers in mitigating risk.

During law school, he was the managing editor for the Buffalo Law Review. While at the University of Rochester, he played varsity football.

Representative Matters

  • Represented a pharmaceutical company and its former Board of Directors in claims that the Board breached its fiduciary duty by not maximizing the value of its shares in the merger transaction. Frank and the team were able to negotiate an excellent settlement for the company and the Board. 

  • Representing a pharmaceutical company in a dispute with a minority shareholder that is attempting to gain control of the company because the shareholder is unhappy with current management. In an expedited matter, Frank was lead trial counsel in the Delaware Chancery Court trial. The parties are still waiting for a decision from the Chancery Court.

  • Representing the fund manager of a shariah compliant real estate fund in a matter commenced by the fund’s sponsor. The dispute relates to the fees paid to the fund manager. Frank is representing the fund manager in the SDNY litigation and the related SEC investigation. 

  • Represented the former directors of a US media company in a matter commenced by a litigation trustee. The trustee asserted claims that the former directors breached their fiduciary duties by failing to file for bankruptcy sooner to preserve assets for the benefit of the creditors. The case settled on favorable terms, requiring no monetary payments by our clients and no admission of liability.
  • Represented the CEO of a global media company in shareholder litigation, consolidated in the Delaware Court of Chancery, pertaining to a "going private" transaction. We achieved settlement on very favorable terms for the client.
  • Won a $6 million jury verdict against an unauthorized Internet reseller of our client’s products. The jury found the Internet reseller liable for tortious interference with contract and trademark infringement. This victory was extremely important in protecting our client’s distribution system.
  • Achieved summary judgment for a multinational corporation in a dispute regarding the sale of certain bankruptcy claims it held in the Delphi Bankruptcy proceeding. The court’s decision in this matter is significant, as it provides a guide for the operation of the multibillion-dollar trade claim market and interaction of parties in this industry. Bear Stearns Investment Products, Inc. v. Hitachi Automotive Products (USA), Inc. and Tokico (USA), Inc., 401 B.R. 598 (S.D.N.Y. 2009).
  • Represented all the minority owners of an arbitrage fund that folded after discovering that its value had been inflated by more than 40%. Frank defended the civil action in NY and related regulatory investigations of the fund’s owners for a number of years. The matter concluded with the no charges being levied against our clients, and an extremely favorable outcome in the civil litigation.

Recognitions & Awards

  • New York Super Lawyers: Rising Star – Business Litigation (2011 – 2012)