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Brian Miller focuses his practice on securities class action defense, SEC investigations, internal investigations of whistleblower allegations, accounting fraud, fiduciary duties, and other commercial disputes. Brian has defended dozens of shareholder class actions alleging securities fraud, accounting fraud, and breach of fiduciary duty. Collectively, these matters have sought damages in the billions of dollars.

Brian represents directors and officers of public companies, investment funds, and other individual and corporate clients facing SEC investigations and bet-the-company litigation involving securities fraud or fiduciary duty allegations. Brian draws upon his experience as a former SEC lawyer to represent his clients. Many of his cases involve multiple related lawsuits and pending government or regulatory investigations in different jurisdictions across the United States and internationally.

Brian began his career at the SEC in Washington, D.C., where, among other things, he served as special counsel to Commissioner Steven M.H. Wallman. He is recognized annually by Benchmark Litigation and The Best Lawyers in America and is ranked Band 1 by Chambers USA in “Litigation: Securities – Florida”.

Full Bio

Credentials

J.D., Case Western Reserve University School of Law, summa cum laude

B.A., Walsh University, summa cum laude

District of Columbia

Florida

U.S. Court of Appeals for the D.C. Circuit

U.S. Court of Appeals for the Eighth Circuit

U.S. Court of Appeals for the Eleventh Circuit

U.S. Court of Appeals for the Second Circuit

U.S. Court of Appeals for the Third Circuit

U.S. District Court for the District of Columbia

U.S. District Court for the Eastern District of Wisconsin

U.S. District Court for the Middle District of Florida

U.S. District Court for the Northern District of Florida

U.S. District Court for the Southern District of Florida

U.S. District Court for the Southern District of New York

ACLU of Miami-Dade County, Legal Screening Panel, Member

CHARLEE Homes for Children, Past Board Member

Dade County Bar Association, Committee on Banking and Corporate Litigation, Past Co-Chair

Dade County Bar Association, Committee on Securities Litigation, Past Co-Chair

Morningside Historic Education Society, Past Treasurer

United Way of Miami-Dade Financial Stability Oversight Council Member

Spanish

Ranked Band 1


Chambers USA in Litigation: Securities – Florida

Recognized for Commercial Litigation and Litigation – Securities in Florida


The Best Lawyers in America 2012-2021

Named a “Litigation Star” for General Commercial and Securities in Florida


Benchmark Litigation 2014-2021, 2023

Recognized as a “Top Rated Securities Litigation Attorney in Miami, FL


Super Lawyers Magazine 2009-2022

Close

Recognition

Ranked Band 1


Chambers USA in Litigation: Securities – Florida

Recognized for Commercial Litigation and Litigation – Securities in Florida


The Best Lawyers in America 2012-2021

Named a “Litigation Star” for General Commercial and Securities in Florida


Benchmark Litigation 2014-2021, 2023

Recognized as a “Top Rated Securities Litigation Attorney in Miami, FL


Super Lawyers Magazine 2009-2022

Matters

Representative Trial Experience

Defended private equity fund against allegations of breach of fiduciary duty in a nine-week trial.

Defended Latin American businessman on $30 million fraud and breach of promissory note claims in federal bankruptcy court trial.

Defended SEC claims against alleged unregistered broker dealer in federal court trial.

See more

Close

Matters

Representative Trial Experience

Defended private equity fund against allegations of breach of fiduciary duty in a nine-week trial.

Defended Latin American businessman on $30 million fraud and breach of promissory note claims in federal bankruptcy court trial.

Defended SEC claims against alleged unregistered broker dealer in federal court trial.

Prosecuted trial claims on behalf of private country club related to $850,000 annual special assessment.

Prosecuted claims on behalf of Bahraini pharmaceutical company against US machinery supplier in arbitration.

Defended SEC claims against CEO of public company in federal court trial.

Defended breach of fiduciary duty claims against public company in connection with merger transaction.

Prosecuted several pro bono trials on behalf of prisoners alleging civil rights violations.

Internal Investigations

Represented audit committee of construction firm in connection with internal investigation arising from whistleblower allegations of accounting irregularities.

Investigated alleged stock-option backdating on behalf of audit committee of NASDAQ-traded public company in the telecommunications industry.

Investigated allegations of dishonest conduct by senior financial personnel of NYSE-traded public company in the telecommunications industry.

Represented audit committee of NYSE-traded public company in the real estate industry in two separate internal investigations arising from whistleblower allegations of accounting and other fraud.

Investigated accounting fraud allegations on behalf of audit committee of NASDAQ-traded company in the pharmaceutical industry.

Investigated inventory accounting fraud allegations for Amex-traded public company in the aerospace industry.

Investigated allegations of insider trading by officer of Nasdaq-traded bank holding company.

Securities Class Action Defense

Defended federal class action securities claims against medical device manufacturer related to disclosures about the status of new product development. Dismissal affirmed on appeal.

Defended public correctional facilities company in defense of federal securities claims related to COVID-19 and disclosures.

Defended federal securities class action against VOIP telecommunications company.

Defended federal class action securities claims against a public company in the education industry alleging accounting and other misstatements.

Defended federal securities class action against staffing company.

Represented hedge fund and its principal in defense of securities class action and parallel derivative claims regarding stock buyback.

Defended federal securities class action against semiconductor company alleging fraud in connection with revision to earnings guidance.

Defended federal class action securities claims related to earnings miss by NYSE-traded solid waste disposal company.

Defended federal class action securities claims against pharmaceutical company related to status of new product development.

Defended federal class action securities claims related to earnings miss and alleged accounting improprieties for a software-development company.

Represented former CEO of bankrupt software company in multidistrict federal securities fraud litigation alleging accounting and related-party-disclosure improprieties.

Defended Big 4 accounting firm in federal securities class action.

Represented aerospace company in defending federal class action securities claims alleging revenue recognition violations after restatement of five years’ financial statements.

Represented former controller of bankrupt time-share company in federal class action securities claims alleging accounting misstatements related to $130 million impairment charge.

Represented directors and officers of bankrupt telecommunications infrastructure company in federal class action securities claims alleging financial misstatements.

Antitakeover and M&A Litigation

Represented health insurance company in defense of claims seeking to enjoin $12.8 billion merger.

Defeated preliminary injunction in Maryland litigation seeking to enjoin $84 million merger.

Represented sports merchandising company in defense of claims seeking to enjoin $185 million merger.

Represented private equity fund in litigation seeking to enjoin going-private transaction.

Represented healthcare company in litigation seeking to enjoin $1.1 billion merger transaction.

Defended preliminary injunction proceeding in Florida state court regarding a $500 million merger for a public company in the security industry.

Defended preliminary injunction regarding a $50 million public company merger.

Represented NASDAQ-traded physician services company regarding a $1.1 billion going-private merger.

Represented waste services company in defense of multistate litigation seeking to enjoin $6 billion merger involving an unsolicited hostile takeover bid.

Represented timeshare company in multi-state litigation seeking to enjoin stock-for-stock merger, involving hostile takeover bid.

Represented retailer in litigation seeking to enjoin $150 million merger transaction.

Represented acquiror of publicly traded correctional properties company in Maryland and Florida state-court actions seeking to enjoin $300 million merger.

Represented acquiror of health products distributor in Florida state-court class action seeking to enjoin acquisition of public company.

Advised management of companies considering hostile takeover of competitors.

SEC Enforcement Defense

Defended multiple clients at trial against SEC charges.

Represented former CEO of software company in an SEC enforcement proceeding.

Represented Latin American investment company in defense of SEC enforcement proceeding relating to broker-dealer registration.

Represented private company in the direct marketing industry related to alleged market manipulation.

Represented aerospace company, in the face of related criminal proceedings against company’s CEO and CFO, related to alleged revenue recognition violations stemming from restatement of multiple years’ financial statements.

Represented former consultant to telecommunications equipment company in SEC investigation of alleged accounting improprieties.

Represented NYSE-traded company in SEC informal inquiry concerning disposition of European assets.

Represented former officer of nutrition supplement company in SEC investigation related to alleged revenue recognition issues.

Represented individuals in SEC investigation related to alleged Finders’ Fees.

Represented numerous individuals in SEC enforcement action related to alleged insider trading.

Represented certified public accountant in Rule 102(e) proceeding.

Represented broker-dealer in Florida state investigation regarding auction-rate securities.

Represented numerous public companies in SEC and SRO investigations of pre-announcement trading activity related to announced merger transactions.

Other Accounting and Financial Fraud Litigation

Represented crypto mining support company in novel antitrust claims related to Bitcoin.

Represented private equity fund in defense of multiple lawsuits in New York federal and state courts alleging fraudulent accounts receivable.

Defended public companies in class actions alleging unfair and deceptive trade practices.

Represented directors of television broadcasting company in defense of claims brought by bankruptcy trustee.

Opposed remand to state court for Internet company in suit seeking rescission by investors.

Represented Amex-traded public company in the pharmaceutical industry in federal court and arbitration against German company alleging accounting improprieties in connection with an earnout agreement.

Represented Central Bank of Ecuador in banking fraud litigation pending in The Bahamas.

Represented U.S. railroad in accounting arbitration related to shipping rates.

Represented receiver over $100 million assets in dispute regarding an educational institution in the Caribbean.

Other Shareholder Derivative Litigation Defense

Defended executive of a private equity fund at trial in defense of derivative claims brought by investor related to M&A transactions.

Represented directors of a publicly traded entertainment company related to the acquisition of a business from an affiliate.

Represented public company in the education industry in defending derivative claims arising from parallel criminal and SEC investigations.

Represented directors and officers of private restaurant company in arbitration alleging mismanagement.

Lodging & Lifestyle

Represented private country club at trial against municipality.

Represented public vacation ownership (timeshare) company in defense of multi-jurisdiction state court class actions.

Represented hotel company in defense of federal class action and related derivative litigation.

Represented owners of condo hotel project in federal mass-action litigation against developer.

Represented online travel booking website in various matters.

Represented officer of public vacation ownership (timeshare) company in federal class action.

Represented Mexican restaurant chain in Texas state court litigation and arbitration.

Represented hotel company in litigation in Arizona state court.

Insights

Client Alert

February 23, 2023
Garfield v. Boxed

View all

Matters

Representative Trial Experience

Defended private equity fund against allegations of breach of fiduciary duty in a nine-week trial.

Defended Latin American businessman on $30 million fraud and breach of promissory note claims in federal bankruptcy court trial.

Defended SEC claims against alleged unregistered broker dealer in federal court trial.

See more

Close

Matters

Representative Trial Experience

Defended private equity fund against allegations of breach of fiduciary duty in a nine-week trial.

Defended Latin American businessman on $30 million fraud and breach of promissory note claims in federal bankruptcy court trial.

Defended SEC claims against alleged unregistered broker dealer in federal court trial.

Prosecuted trial claims on behalf of private country club related to $850,000 annual special assessment.

Prosecuted claims on behalf of Bahraini pharmaceutical company against US machinery supplier in arbitration.

Defended SEC claims against CEO of public company in federal court trial.

Defended breach of fiduciary duty claims against public company in connection with merger transaction.

Prosecuted several pro bono trials on behalf of prisoners alleging civil rights violations.

Internal Investigations

Represented audit committee of construction firm in connection with internal investigation arising from whistleblower allegations of accounting irregularities.

Investigated alleged stock-option backdating on behalf of audit committee of NASDAQ-traded public company in the telecommunications industry.

Investigated allegations of dishonest conduct by senior financial personnel of NYSE-traded public company in the telecommunications industry.

Represented audit committee of NYSE-traded public company in the real estate industry in two separate internal investigations arising from whistleblower allegations of accounting and other fraud.

Investigated accounting fraud allegations on behalf of audit committee of NASDAQ-traded company in the pharmaceutical industry.

Investigated inventory accounting fraud allegations for Amex-traded public company in the aerospace industry.

Investigated allegations of insider trading by officer of Nasdaq-traded bank holding company.

Securities Class Action Defense

Defended federal class action securities claims against medical device manufacturer related to disclosures about the status of new product development. Dismissal affirmed on appeal.

Defended public correctional facilities company in defense of federal securities claims related to COVID-19 and disclosures.

Defended federal securities class action against VOIP telecommunications company.

Defended federal class action securities claims against a public company in the education industry alleging accounting and other misstatements.

Defended federal securities class action against staffing company.

Represented hedge fund and its principal in defense of securities class action and parallel derivative claims regarding stock buyback.

Defended federal securities class action against semiconductor company alleging fraud in connection with revision to earnings guidance.

Defended federal class action securities claims related to earnings miss by NYSE-traded solid waste disposal company.

Defended federal class action securities claims against pharmaceutical company related to status of new product development.

Defended federal class action securities claims related to earnings miss and alleged accounting improprieties for a software-development company.

Represented former CEO of bankrupt software company in multidistrict federal securities fraud litigation alleging accounting and related-party-disclosure improprieties.

Defended Big 4 accounting firm in federal securities class action.

Represented aerospace company in defending federal class action securities claims alleging revenue recognition violations after restatement of five years’ financial statements.

Represented former controller of bankrupt time-share company in federal class action securities claims alleging accounting misstatements related to $130 million impairment charge.

Represented directors and officers of bankrupt telecommunications infrastructure company in federal class action securities claims alleging financial misstatements.

Antitakeover and M&A Litigation

Represented health insurance company in defense of claims seeking to enjoin $12.8 billion merger.

Defeated preliminary injunction in Maryland litigation seeking to enjoin $84 million merger.

Represented sports merchandising company in defense of claims seeking to enjoin $185 million merger.

Represented private equity fund in litigation seeking to enjoin going-private transaction.

Represented healthcare company in litigation seeking to enjoin $1.1 billion merger transaction.

Defended preliminary injunction proceeding in Florida state court regarding a $500 million merger for a public company in the security industry.

Defended preliminary injunction regarding a $50 million public company merger.

Represented NASDAQ-traded physician services company regarding a $1.1 billion going-private merger.

Represented waste services company in defense of multistate litigation seeking to enjoin $6 billion merger involving an unsolicited hostile takeover bid.

Represented timeshare company in multi-state litigation seeking to enjoin stock-for-stock merger, involving hostile takeover bid.

Represented retailer in litigation seeking to enjoin $150 million merger transaction.

Represented acquiror of publicly traded correctional properties company in Maryland and Florida state-court actions seeking to enjoin $300 million merger.

Represented acquiror of health products distributor in Florida state-court class action seeking to enjoin acquisition of public company.

Advised management of companies considering hostile takeover of competitors.

SEC Enforcement Defense

Defended multiple clients at trial against SEC charges.

Represented former CEO of software company in an SEC enforcement proceeding.

Represented Latin American investment company in defense of SEC enforcement proceeding relating to broker-dealer registration.

Represented private company in the direct marketing industry related to alleged market manipulation.

Represented aerospace company, in the face of related criminal proceedings against company’s CEO and CFO, related to alleged revenue recognition violations stemming from restatement of multiple years’ financial statements.

Represented former consultant to telecommunications equipment company in SEC investigation of alleged accounting improprieties.

Represented NYSE-traded company in SEC informal inquiry concerning disposition of European assets.

Represented former officer of nutrition supplement company in SEC investigation related to alleged revenue recognition issues.

Represented individuals in SEC investigation related to alleged Finders’ Fees.

Represented numerous individuals in SEC enforcement action related to alleged insider trading.

Represented certified public accountant in Rule 102(e) proceeding.

Represented broker-dealer in Florida state investigation regarding auction-rate securities.

Represented numerous public companies in SEC and SRO investigations of pre-announcement trading activity related to announced merger transactions.

Other Accounting and Financial Fraud Litigation

Represented crypto mining support company in novel antitrust claims related to Bitcoin.

Represented private equity fund in defense of multiple lawsuits in New York federal and state courts alleging fraudulent accounts receivable.

Defended public companies in class actions alleging unfair and deceptive trade practices.

Represented directors of television broadcasting company in defense of claims brought by bankruptcy trustee.

Opposed remand to state court for Internet company in suit seeking rescission by investors.

Represented Amex-traded public company in the pharmaceutical industry in federal court and arbitration against German company alleging accounting improprieties in connection with an earnout agreement.

Represented Central Bank of Ecuador in banking fraud litigation pending in The Bahamas.

Represented U.S. railroad in accounting arbitration related to shipping rates.

Represented receiver over $100 million assets in dispute regarding an educational institution in the Caribbean.

Other Shareholder Derivative Litigation Defense

Defended executive of a private equity fund at trial in defense of derivative claims brought by investor related to M&A transactions.

Represented directors of a publicly traded entertainment company related to the acquisition of a business from an affiliate.

Represented public company in the education industry in defending derivative claims arising from parallel criminal and SEC investigations.

Represented directors and officers of private restaurant company in arbitration alleging mismanagement.

Lodging & Lifestyle

Represented private country club at trial against municipality.

Represented public vacation ownership (timeshare) company in defense of multi-jurisdiction state court class actions.

Represented hotel company in defense of federal class action and related derivative litigation.

Represented owners of condo hotel project in federal mass-action litigation against developer.

Represented online travel booking website in various matters.

Represented officer of public vacation ownership (timeshare) company in federal class action.

Represented Mexican restaurant chain in Texas state court litigation and arbitration.

Represented hotel company in litigation in Arizona state court.

Insights

Client Alert

February 23, 2023
Garfield v. Boxed

View all

Credentials

J.D., Case Western Reserve University School of Law, summa cum laude

B.A., Walsh University, summa cum laude

District of Columbia

Florida

U.S. Court of Appeals for the D.C. Circuit

U.S. Court of Appeals for the Eighth Circuit

U.S. Court of Appeals for the Eleventh Circuit

U.S. Court of Appeals for the Second Circuit

U.S. Court of Appeals for the Third Circuit

U.S. District Court for the District of Columbia

U.S. District Court for the Eastern District of Wisconsin

U.S. District Court for the Middle District of Florida

U.S. District Court for the Northern District of Florida

U.S. District Court for the Southern District of Florida

U.S. District Court for the Southern District of New York

ACLU of Miami-Dade County, Legal Screening Panel, Member

CHARLEE Homes for Children, Past Board Member

Dade County Bar Association, Committee on Banking and Corporate Litigation, Past Co-Chair

Dade County Bar Association, Committee on Securities Litigation, Past Co-Chair

Morningside Historic Education Society, Past Treasurer

United Way of Miami-Dade Financial Stability Oversight Council Member

Spanish

Ranked Band 1


Chambers USA in Litigation: Securities – Florida

Recognized for Commercial Litigation and Litigation – Securities in Florida


The Best Lawyers in America 2012-2021

Named a “Litigation Star” for General Commercial and Securities in Florida


Benchmark Litigation 2014-2021, 2023

Recognized as a “Top Rated Securities Litigation Attorney in Miami, FL


Super Lawyers Magazine 2009-2022

Close

Recognition

Ranked Band 1


Chambers USA in Litigation: Securities – Florida

Recognized for Commercial Litigation and Litigation – Securities in Florida


The Best Lawyers in America 2012-2021

Named a “Litigation Star” for General Commercial and Securities in Florida


Benchmark Litigation 2014-2021, 2023

Recognized as a “Top Rated Securities Litigation Attorney in Miami, FL


Super Lawyers Magazine 2009-2022