Tony Fiotto is a first-chair trial and arbitration lawyer with more than 35 years of experience representing clients in general commercial and securities litigation, as well as merger and acquisition (M&A) disputes.

Over the span of his career, Tony has represented clients in a wide range of litigation matters, including those pertaining to private equity, venture capital, real estate investment, hospitality, and healthcare and life sciences. He is also highly regarded for his work in alternative dispute resolution and has represented clients from diverse industries in mediations and arbitrations.

Tony has successfully obtained numerous dismissals before trial for a broad range of clients facing shareholder class actions and derivative lawsuits challenging mergers. He has also represented clients in dissenting shareholder appraisal proceedings in Delaware and other states on behalf of subject corporations and dissenting institutional shareholders.

Before joining MoFo, Tony was a partner at a leading global law firm, where he previously served as chair of the Securities Litigation, White Collar Defense, and Business Litigation practice groups.

Tony received his J.D. from the Boston University School of Law, where he served as the articles editor for the Boston University Law Review. After law school, Tony served as a law clerk for the Honorable Raymond Pettine for the U.S. District Court for the District of Rhode Island.

Representative Experience

• Obtained a $55 million judgment after a one-week trial in Delaware Court of Chancery representing the former stockholders of an e-commerce consumer goods transportation company in a case involving the sale of the company to a public transportation company. The suit involved the former stockholders’ claim that the public company breached the earn-out provisions of the sale agreement and violated the covenant of good faith and fair dealing. In addition to the $55 million judgment, the court also awarded Tony’s clients their attorneys' fees.
• Obtained a $170 million award after a three-week evidentiary hearing in an international arbitration on behalf of a global private equity firm. The arbitration involved claims of fraud and breach of fiduciary duty, and also included over $100 million in counterclaims.  In addition to obtaining the award, Tony defeated all counterclaims and also obtained an award of attorneys’ fees.
• Successfully defended a global luxury hospitality company in arbitration involving breach-of-contract claims totaling over $300 million.  After a week-long evidentiary hearing, the arbitration panel denied claimant any monetary relief and ordered claimant to pay all of our client’s legal fees.
• Successfully defended the Trustees of a multibillion-dollar Trust in a two-week trial in New York Surrogate’s Court in a case in which the beneficiaries accused the Trustees of malfeasance and breach of fiduciary duty in connection with over a decade’s worth of investment decisions. The Court dismissed all of the beneficiaries’ claims at the conclusion of the trial and found that the Trustees’ management of the Trust was at all times prudent and consistent with their fiduciary obligations.
• Successfully defended the principals of a multibillion-dollar commercial real estate firm in a three-week trial in New York State Supreme Court in connection with a breach of fiduciary suit brought by a minority partner seeking to dissolve and liquidate one of the firm’s asset-holding general partnerships valued at over $200 million. Tony not only defeated all fiduciary duty claims against the principals, but also obtained a judgment that the minority partner had wrongfully attempted to dissolve the partnership and had thereby forfeited his $5 million partnership interest.
• Represented a $4 billion venture capital firm in the Delaware Court of Chancery where the client sought appraisal of the value of its stock in a software company after the company conducted a squeeze-out merger. After a week-long trial, Tony obtained a valuation that awarded our client $23 million, which was over three times the merger price and was the second-highest multiple awarded by the Chancery Court in 30 appraisal decisions over the last decade.
• Represented a 21% stockholder of a nuclear software company in an international arbitration in Stockholm, Sweden in connection with a compelled buy-out by the majority stockholder, a Swedish public company, allegedly at market value. After a three-day evidentiary hearing, the Arbitrator issued an award granting Tony’s client seven times the amount the majority stockholder had claimed was market value.
• Represented a $2 billion private equity firm in an arbitration in which the client obtained an approximately $15 million award, including an award of the client’s legal fees, after two weeks of evidentiary hearings. The case involved claims of fraud and breach of contract and also involved a multimillion-dollar counterclaim against the client, which was dismissed in its entirety.
• Represented a $1 billion secondary investment firm in a week-long trial in Delaware federal court and successfully defended client against all claims.
• Represented the owners of a major commercial retail center in a four-week trial in the Business Law Session of the Massachusetts Superior Court as a result of a lawsuit brought by a global retail company. Although the retailer had claimed over $25 million in alleged contract damages, the parties entered into a settlement favorable to Tony’s client after closing arguments and before verdict.
• Obtained a $32 million judgment on behalf of a Boston-based real estate investment firm against guarantors in connection with a Utah ski resort.
• Represented a publicly traded bank with over $10 billion in loan assets in a novel “binding mediation” proceeding against another publicly traded bank. The banks were parties to an indemnification agreement that allocated liability for obligations imposed on the client by prior FDIC Consent Orders, and the indemnifying bank sought a ruling against the client that the indemnifying bank was not obligated for nearly $8 million in past obligations and would not be obligated for any future obligations, which potentially involved liabilities valued at many times the past obligations. Tony obtained a binding order from the mediator that established the client’s indemnification rights.
• Represented in an arbitration an international venture capital firm that had raised over $6 billion in capital in a proceeding in which a former managing director brought multimillion-dollar claims against the client; on the night before evidentiary hearings were to begin, Tony negotiated an extremely favorable settlement for the client.
• Regularly represents clients in litigations involving mergers and acquisitions and has successfully obtained the dismissal before trial of numerous shareholder class actions and/or derivative lawsuits. He also represents clients in dissenting shareholder appraisal proceedings in Delaware and other states on behalf of subject corporations and dissenting institutional shareholders.

Other proceedings in which Tony was lead trial counsel include representing:

• The founder and chairman of an American flooring retailer in an arbitration involving three weeks of evidentiary hearings in an action involving disputed stock ownership of the company.
• The founders and directors of an S&P 100 company in the retail real estate industry, in a $200 million breach-of-contract action in Nevada Federal Court.
• An independent nonprofit dedicated to ocean research in a two-week arbitration involving the institution’s investment in a hedge fund, obtaining an award against the hedge fund and its fund manager.
• A leading global life sciences manufacturer and distributor in an arbitration involving two weeks of evidentiary hearings in connection with its acquisition of a medical device company.
• The buyers of a leading supplier of deep draw technologies in an arbitration involving four weeks of evidentiary hearings and obtaining an award that sellers had breached environmental warranties and were responsible for full environmental remediation costs.
• The buyers of a sterile manufacturing company in an arbitration involving three weeks of evidentiary hearings concerning accounting and revenue recognition issues and obtaining an award of $8 million and attorneys’ fees.
• The founder and principal shareholder of an IT solutions company in an arbitration against a California-based private equity firm involving two weeks of evidentiary hearings, which resulted in a favorable settlement on behalf of Tony’s client.
• The buyer of an expedited trucking and shipment services company in an arbitration involving two weeks of evidentiary hearings in which the client was awarded more than $10 million and attorneys’ fees.
• A premier global law firm in an arbitration involving claims against it of $6 million; after three days of evidentiary hearings, the arbitrator dismissed all claims.