Free Speech Group Supports NRA

August 19, 2024 – Law360 reports on an amicus brief filed by the Foundation for Individual Rights and Expression (FIRE) in support of Brewer client the National Rifle Association of America (NRA). As reported, “A former New York state official isn't immune from the National Rifle Association’s suit claiming she violated the group's rights by pressuring financial institutions to cut ties with it, a free speech group told the Second Circuit on Monday, citing a recent U.S. Supreme Court decision in the dispute.”

The report says that, in an amicus brief filed in support of the NRA, FIRE said granting former New York Department of Financial Services Superintendent Maria T. Vullo qualified immunity “would telegraph just how officials can avoid constitutional limits by slightly modifying or softening their coercive statements.”

In a unanimous decision in May, the U.S. Supreme Court said the NRA plausibly alleged that Vullo violated the group’s First Amendment rights by coercing DFS-regulated banks and insurers into cutting ties with the NRA. The NRA and Vullo filed Supplemental Letter Briefs on July 29, 2024.

To read more, click here.

The New York Times Reports on Brewer Trial Win

July 29, 2024 – The New York Times reported today on the National Rifle Association of America’s (NRA) trial outcome in Manhattan, calling the verdict a “win” that represents “the beginning of the end of a four-year-old case” brought by the New York Attorney General (NYAG). As reported in the article, “Judge Lets NRA Keep Its Independence but Pushes for Reforms,” the NYAG was seeking the appointment of a court-appointed monitor over the NRA.

As reported, “…Justice Joel M. Cohen of Manhattan Supreme Court said he wanted further assurances that the NRA would reform its governance practices.” The Times reports, “The NRA has held off the most severe regulatory outcomes. Even before the trial, it persuaded Justice Cohen to reject Ms. James’s attempt to dissolve the group, which she referred to as a ‘terrorist organization’ when she was running for office. And on Monday, the NRA beat back her effort to impose a court-appointed monitor who would have had broad authority over its finances and practices.”

William A. Brewer III, the NRA’s lead outside counsel, said Monday’s developments “validate the NRA’s reform efforts and commitment to good governance — and recognize the First Amendment stakes of this case.”

Read more here.

Brewer Client NRA Emerges From Trial Proceedings Without Monitor, Positioned for Future

July 29, 2024 – Brewer client the National Rifle Association of America (NRA) today commented on the conclusion of trial proceedings in New York Attorney General (NYAG) Letitia James’ lawsuit against the Association – announcing it emerged from the proceedings without the appointment of a monitor and remains positioned for a bright future.

Four years ago, the NYAG filed a “dissolution lawsuit” against the NRA – a case that sought to shut down the Association and seize its assets. Today, New York State Supreme Court Justice Joel M. Cohen in Manhattan rejected the NYAG’s demands for a compliance monitor and instead recommended the NRA and NYAG confer to consent to further governance reforms. In accordance with the court’s direction, the NRA will suggest additional reforms in furtherance of its ongoing commitment to good governance.

The NYAG sought something vastly different: a “monitor” that would have been an invasive and crippling remedy with financial oversight, access to employees and records, and an open line of communication with the NYAG. That proposal was rejected by the court.

“Key facts and a chorus of voices established that the relief sought by the NYAG was unwarranted,” says NRA counsel William A. Brewer III. “The NRA organized its defense around an important reality: there was no evidence the NRA Board of Directors condoned the violations in question; instead, the board acted when it became aware of deviations from its own controls. That said, the Association takes seriously its commitment to stay in strict compliance with all controls.”

Joining Brewer in representing the NRA were partners Sarah B. Rogers, Svetlana M. Eisenberg, and Noah B. Peters.

Read reporting on the court's ruling from Courthouse News, Law360, and The New York Times.

Third Lawsuit Claims Biote CEO, Chairman, Aided by Law Firm, Conspired to Direct BioTE Holdings, LLC into SPAC Transaction to Enrich Themselves

July 16, 2024 – A third lawsuit filed by Brewer, Attorneys & Counselors alleges that company executives from Irving-based Biote Corp. – aided by the Cooley LLP law firm – breached their duties to plaintiffs by channeling the hormone therapy company into a value-destructive special purpose acquisition company (“SPAC”) transaction.

The lawsuit was filed by co-trustees of The Yosaki Trust and The Mioko Trust, Russell J. Miller and Mary Miller, on July 12, 2024, in the Court of Chancery of the State of Delaware.

The suit was brought against Biote CEO Teresa “Terry” Weber, Executive Chairman Marc Beer, Mary Elizabeth Conlon, Haymaker Sponsor III LLC, Steven J. Heyer, and Cooley LLP. Haymaker was the SPAC company that acted as the sponsor of the transaction and Cooley acted as outside counsel. The complaint states that the Cooley firm acted in aiding and abetting defendants’ breaches of their fiduciary duties.

The lawsuit alleges that “The Insider Defendants conspired to close this disastrous transaction to divert approximately $70 million of merger consideration to themselves and gain control of an enterprise they did not build. Plaintiffs respectfully request that the Court order Defendants to disgorge their ill-gotten gains.”

The filing follows a recent settlement with shareholder Marci Donovitz over similar issues.

As explained in the filing, a SPAC – also known as a “blank check company”—is a shell company set up by a sponsor that goes public without an operating business to raise funds, but with a plan to find a target private company with an operating business with which it would merge within a fixed period, usually two years.

“Our clients believe this case reveals a startling fact – company insiders worked with a blank check company and a law firm to enrich themselves and dilute the ownership interest of others,” says William A. Brewer III, partner at Brewer, Attorneys & Counselors, and counsel to plaintiffs.

The lawsuit alleges that plaintiffs’ ownership was diluted and devalued by the transaction, which enriched defendants at the expense of the legacy owners – plaintiffs bring the action to recover damages caused by the “disloyal fiduciaries, and those who aided them.”

As  publicly reported, Biote was a recent defendant in a separate lawsuit filed by Biote founder and Brewer client Dr. Gary Donovitz regarding the SPAC deal. As reported, in February 2024, Biote disclosed it agreed to buy back nearly $77 million of Dr. Donovitz’s stock to settle the matter. In July 2024, it was reported that Biote reached a $60 million settlement with another shareholder Marci Donovitz, also a Brewer client.

Newsmakers: More Texas Firms Announce Partner Promotions

Brewer, Attorneys & Counselors Names Dallas Partner

January 22, 2024- Brewer, Attorneys & Counselors announced that its Dallas attorney Noah Peters was promoted to its partnership.

Peters brings extensive expertise in appellate advocacy, focusing on Labor & Employment and Civil Rights law. He has been a senior member of the team representing the National Rifle Association of America (NRA) in its First Amendment case against a former New York financial regulator. The U.S. Supreme Court in November accepted the case for review. Peters was previously the solicitor at the Federal Labor Relations Authority, a federal agency that administers the labor-management relations program for 2.1 million federal employees worldwide. In this senior-level position, Peters was the agency’s chief legal officer and briefed and/or argued 17 different cases before federal appellate courts, many of them involving novel questions of labor law and/or federal jurisdiction. He successful briefed, argued, and won numerous federal appeals, as well as the dismissal of multiple federal district court lawsuits.

Read the article here.

Fox Reports on “Outpouring of Support” for NRA in SCOTUS Case

January 18, 2024 – Fox News reports that dozens of political leaders, lawmakers, scholars and other organizations have filed or joined amicus briefs at the U.S. Supreme Court in support of the National Rifle Association's (NRA) First Amendment lawsuit against former New York Department of Financial Services (DFS) Superintendent Maria Vullo.

The NRA is represented in the case by Brewer, Attorneys & Counselors, the American Civil Liberties Union (ACLU), and First Amendment scholar Eugene Volokh. 

In a May 2018 lawsuit, the NRA alleged that Vullo conspired to use DFS' regulatory power to “financially blacklist” the NRA – coercing banks and insurers to cut ties with the Association to suppress its pro-Second Amendment speech.

"This support from organizations and scholars across the political divide validates the NRA’s position: New York government officials violated the First Amendment when they weaponized the powers of their office to silence a perceived political enemy. As evidenced in the chorus of voices that emerged, this case is important to not only the NRA but to all who engage in public advocacy," NRA counsel William A. Brewer III told Fox News.

Fox reports that 190 individuals and organizations filed 22 amicus briefs in support of the NRA’s legal battle. One filing, led by Montana Attorney General Austin Knudsen, was joined by 22 other state attorneys general. 

"In their quest to erase the Second Amendment, anti-gun politicians in New York violated the First Amendment rights of the National Rifle Association and its millions of members, using mafia-style tactics to try to silence their voices," Knudsen told Fox.

In addition, Sen. Ted Budd (R-NC) and Rep. Richard Hudson (R-NC) were joined by 81 members of the U.S. Congress in a brief filed earlier this week. 

"The participation of more than 100 federal lawmakers and attorneys general represents a united front against government overreach, emphasizing the need to protect the rights of all Americans. This case extends beyond the NRA; it's about safeguarding the fundamental liberties that form the cornerstone of our democracy," said NRA-ILA Executive Director Randy Kozuch.

Texas Lawyer Report: Brewer Firm Ups Associate Salary to $250,000, Aims for Growth

June 13, 2023 –Texas Lawyer reports that, effective immediately, the Brewer firm has increased first-year associate salaries to $250,000. The firm recently announced the hiring of a new Dallas partner, Matthew H. Davis, and is in the midst of expanding its national platform – adding professionals across various sectors.

Founded in 1984, the Brewer firm has a unique staffing model in commercial litigation. The firm is comprised of several professional groups – financial and management consultants, researchers and private investigators, and public affairs strategists – who work with the firm’s lawyers to develop insights that shape case strategy. All the groups are poised for expansion in the firm’s Dallas and New York offices.

The firm continues to promote one of the most aggressive partnership tracks in the nation. Associates who join Brewer are eligible to be promoted to partner after five years.

Brewer told Texas Lawyer, “We are looking for people who want to get out, have a great career, get involved in exciting things…down at the courthouse.”

Speaking of the firm’s hiring initiative, Davis said, “The idea is to expand the Dallas office and really push to grow the association head count. Our intent is to train them and have them stay at the firm through partnership. We plan to be very aggressive in recruiting.”

Brewer Welcomes Summer Associates and Interns

May 30, 2023 – Brewer, Attorneys & Counselors today welcomed its summer associates and interns to the Dallas and New York offices.

Two summer associates are joining the Dallas office. Nick Cacciarelli will graduate from the SMU Dedman School of Law in May 2024. He earned his Bachelor of Business Administration with an emphasis in Economics from the University of Missouri-Columbia in May 2020. 

Polina DeClue will graduate from the SMU Dedman School of Law in May 2024. She earned her B.A. in Political Science and World Languages from Southern Methodist University in December 2020.

The Dallas office also welcomes summer interns Alexandra Lahiri, a sophomore at Southern Methodist University; Callie Olson, a senior at Texas A&M University; Erica Salazar, a freshman at Northwestern University; and Carson Shepard, who recently graduated from Texas A&M University. Shepard plans to attend law school in the fall of 2024.

Two summer associates are joining the New York office. Justine Case-Fitzgerald will graduate from Albany Law School in December 2023. She earned her B.S. in Public Justice from the State University of New York at Oswego in May 2009.  She also earned her Master of Science in Criminal Justice from the University of Houston in May 2012 and her Joint Master/Doctor of Philosophy in Criminal Justice from Walden University in May 2021.

Peter Grabowski will graduate from St. John’s University School of Law in May 2024. He earned his B.S. in Finance from St. John’s University, Peter J. Tobin College of Business in May 2021.

The New York office also welcomes summer interns Simon Ang, a senior at New York University; Whitman Brewer, a sophomore at New York University; Maja Pekala, a senior at Fordham University; Marie Brewer, a senior at Williams College; and Samson Tu, a senior at New York University.