J. Allen Maines is a member of the firm's Litigation Section. He focuses on major commercial litigation and arbitration, including securities and consumer class actions, mergers and acquisitions (M&A) disputes and disputes between competitors, and general fiduciary and business disputes.
Mr. Maines has served as lead trial counsel to some of the world’s largest entities in controversies of major significance, including shareholder disputes (securities class actions, derivative claims, tender offers, proxy contests, LBOs), competitive disputes (non-compete agreements, antitrust violations, unfair competition and other business torts), information technology and intellectual property claims (patent, trademark, trade secret, trade dress and copyright infringement), breaches of contract (representations and warranties), product liability and toxic tort, consumer claims (privacy and data security breach class actions, Federal Trade Commission and other regulatory investigations, discriminatory or deceptive and unfair business practices, illegal charges, FCRA, FDCPA, TILA and false advertising), employment and insurance coverage disputes, and alleged RICO, fraud, breach of fiduciary duty and negligence actions. He has handled over 130 class actions, has tried 22 cases, and has argued numerous appeals in federal and state courts throughout the country.
Before joining Holland & Knight, Mr. Maines served as the co-chair of his previous firm's global Litigation Department and as the chair of its Securities Litigation and Enforcement Practice.
Prior to entering private practice, Mr. Maines served as a law clerk for James Wm. Moore, Sterling Professor of Law at Yale Law School, and author of "Moore's Federal Practice," a comprehensive treatise on U.S. federal practice and one of the most cited texts in the legal world.
Financial, Business and Securities and Shareholder Litigation, and Internal Investigations
- Extensive experience defending all aspects of class actions initiated under sections 10(b) and 20(a) of the Securities Exchange Act of 1934, alleging improper revenue recognition and disclosure, misrepresentation about or concealment of material information, financial and accounting irregularities, channel stuffing, fraud, breach of fiduciary duty, stock option backdating, ERISA violations, and extensive experience with derivative suits, insider trading, tender offers, injunctions, and proxy and registration statements.
- Led a cross-border trial team in New York, Atlanta, London and the Middle East defending a large media and communications client with properties throughout the Middle East and Asia. The case was brought by purported equity owners and investors alleging multiple business torts and breaches of contract and fiduciary duties. There were motions to dismiss in both the SDNY and in the U.K. Cases proceeded to the Supreme Courts of both countries. Complex multijurisdictional issues were involved.
- Represented all officers and directors of a leading electronic game manufacturer in two consolidated securities class action lawsuits brought by shareholders and by creditors alleging failure to write-down obsolete electronic game inventory in a timely fashion, and improper revenue recognition and disclosure under sections 10-(b) and 20(a) of the Securities Exchange Act of 1934. Motion to dismiss granted based in part on the heightened pleading standard for loss causation enunciated by the U.S. Supreme Court in a landmark case, Dura Pharmaceuticals v. Broudo.
- Developed and implemented a strategy resulting in a multibillion dollar acquisition of a public company through a "bear hug" strategy, by diffusing the target's defensive measures without triggering its Revlon duties, and by preparing for a hostile takeover if necessary.
- Served as lead counsel representing an airline, its officers and directors, as well as several operating subsidiaries, in defending numerous securities class action lawsuits initiated under sections 10-(b) and 20(a) of the Securities Exchange Act of 1934, as well as ERISA class actions and derivative complaints. The action alleged that following the defendant airline’s catastrophic crash, it came to light that the company in its public filings had concealed its level of maintenance and safety issues with the FAA and other authorities. This was the first case filed in the Eleventh Circuit Court of Appeals subsequent to enactment of the Private Securities Litigation Reform Act. Handled related lawsuits with insurers, re-insurers and maintenance subcontractors responsible for placing oxygen canisters in the airliner’s cargo area. Motion to Dismiss granted based in part on the PSLRA’s safe harbor, applicable cautionary statements, the “bespeaks caution doctrine,” disclosure of risk factors and lack of scienter.
- Served as lead trial counsel in a “bet your company” breach of fiduciary duty class action in which the complaint alleged that a membership organization constituted an unincorporated association whose assets are owned by all of the members and could not be sold to Disney’s ESPN. Defeated injunction to stop the sale.
- Defended the Chairman, Chief Executive Officer and the Chief Financial Officer of the leading manufacturer of set top boxes for the cable industry, a Fortune 500 company. Representation included a securities class action, a related derivative complaint, and government investigations and regulatory actions, predicated upon alleged channel stuffing, and financial and accounting irregularities stemming from marketing support agreements.
- Represented a Dutch conglomerate sued by private equity investors who had purchased from it one of Australia’s largest telecommunications companies. Complaint alleged securities fraud, fraud, and breach of representations and warranties.
- Defense of property and casualty insurer that was sued in a “Greenmail” case alleging that it was selling off a majority interest in a subsidiary that rated and issued insurance policies without taking into account the “control premium” associated with its ownership.
- Defended several officers and directors in a consolidated class action and a derivative lawsuit arising out of alleged failure to disclose material information affecting the value of warrants held in another company that precipitously ceased operations. The stock of the company holding the warrants lost 90 percent of its value. Plaintiffs also alleged insider selling by the company CEO.
- Represented all defendants in an action involving the rarely-invoked forced sale doctrine by numerous private equity and venture capital funds as minority shareholders of a large home healthcare conglomerate following foreclosure on its security by the defendants’ lenders, an auction of the assets to another private equity group affiliated with prior management and the defendants, post-auction financing by the lender, and a subsequent merger with a competitor. The complaint alleged numerous business torts, breaches of fiduciary duty, fraud, and violation of numerous federal and state securities laws.
- Represented the Lead Outside Director and Chairperson of the Compensation Committee for the nation’s third largest telecommunications company in (1) consolidated securities class actions, (2) ERISA class actions, and (3) an enforcement action initiated by the SEC, accusing all directors of participation in a scheme of financial wrongdoing in violation of numerous securities laws.
- Crisis Management: Coordinated an emergency stock buy-back announcement (in the absence of time for a rescission offer) by the German parent of a subsidiary energy company two weeks after the subsidiary’s IPO when it was discovered that the subsidiary’s financial performance for the previous quarter was significantly below expectations built up during the road show. Minimized damages from a stock drop during the 90-day “bounce back period” and negotiated resolution of threatened securities class actions.
- Defense of action for breach of contract and fraud against a Fortune 50 company by alleged holder of option to convert preferred stock into common stock. Case involved complex analysis and valuation of various rights, preferences and privileges of various classes of preferred stock, warrants, and convertible instruments.
- Represented the COO of a major telecom company following discovery of financial fraud in the capitalization of line costs estimated to exceed $11 billion. Representation included all aspects of the matter, civil and criminal.
Intellectual Property Litigation (patent, trademark, trade secret, trade dress, copyright and license issues)
- Served as national counsel for licensor of software and automation systems for all aspects of insurance — new business administration, policy issuance, billing, claims management, accounting, marketing and management reporting. Counseled with respect to IP and anti-competition lawsuits with licensees and third-party vendors refusing to execute purportedly overly-broad non-disclosure and noncompetition agreements per the license agreements, allegedly forcing licensees to hire the licensor to provide migration and maintenance services. Defended numerous antitrust claims challenging attempts to protect intellectual property.
- Represented a hair products manufacturer in lawsuits filed internationally against numerous manufacturers, distributors and retailers carrying counterfeit and/or contaminated hair care products. Coordinated with U.S. Customs, Postal, Transportation, Justice Department and FDA authorities, and their counterparts in eight other countries, to break up a massive cross-border counterfeit operation infringing trademarks and copyrights. Initiated civil remedy raids authorized under the Lanham Act.
Consumer, Privacy, Product, and Mass and Toxic Tort Litigation
- Defense of putative class actions in Texas and Georgia alleging that defendant third-party administrator of the court's e-filing system had refused paper filings and charged litigants fees in excess of those authorized by enabling statues, all in violation of the applicable state and United States' constitutions.
- Represented clients that experienced security breaches alleged to be responsible for identity theft and constituting invasion of privacy.
- Represented credit and information bureaus that experienced security breaches alleged to be responsible for identity theft and constituting invasion of privacy. Motions to Dismiss granted. Actions on behalf of three other state-wide classes were settled favorably. Regulatory investigations concluded.
- Represented credit information companies with respect to various privacy and data security issues stemming from unauthorized access, theft and fraud. Conducted internal investigations that included analysis of customer-generated credit claims and AR write-offs, and coordinated notification and implementation of remedial measures. Coordinated response to FTC Civil Investigative Demand and defense of Driver’s Privacy Protection Act class actions. Worked on implementation and documentation of security network enhancements, real time monitoring of customer usage alerts to unusual activity patterns, and customer and IP address verification and restriction. Issues included the Gramm-Leach-Bliley Act and the FTCA, FCRA, FDCPA and TILA, data security and adequacy standards (e.g., SSL, encryption), physical security, compliance audits, employee training and related insurance issues and damage modeling.
- Served as national counsel defending approximately 300 separate actions filed in numerous states pertaining to publication and dissemination of purportedly inaccurate patient drug interaction information to pharmacies and medical professionals for branded and generic prescription drugs including GI stimulants and blocking agents. We have prevailed on several motions to dismiss and to sever claims against our clients from claims against manufacturers. These cases seek to expand the Learned Intermediary Doctrine considerably and thus far we have successfully convinced the courts not to expand it beyond current U. S. Supreme Court interpretations.
- Defense of a manufacturer of a chemical substance later determined to be carcinogenic for alleged pollution of downstream water sources relied upon by thousands of people. Settled favorably following a great deal of controversy about the underlying scientific premises for little money and establishment of a fund to pay to monitor the health of affected individuals.
- Served as national coordinating counsel to customers of a vending machine manufacturer that allegedly omitted anti-theft devices from its machines in wrongful death lawsuits on behalf of minors killed while trying to rock vending machines in order to dispense free product. Representation included dealing with the Consumer Product Safety Commission.
Competitive Disputes (Unfair Competition, Misappropriation, Antitrust, Employee Piracy, Deceptive Trade Practices)
- Initiated law suits against competitors and former employees of the world's leading technical financial analytics organization to enjoin a scheme to pirate all key analysts and to misappropriate proprietary information and breach non-solicitation and non-compete agreements.
- Defended the nation's fourth largest telecom company in an antitrust counterclaim brought by the defendant, the seventh largest telecom company in the United States, which had been sued for raiding and violation of non-compete covenants.