Dewey & LeBoeuf

Jonathan W. Miller

Partner

Mr. Miller is a trial lawyer and corporate advisor with over 25 years of experience in complex securities and commercial litigation matters - including securities and corporate governance litigation, class and derivative actions, M&A and corporate control litigation, technology and intellectual property litigation, financial and banking-related litigation, bankruptcy litigation, insurance coverage litigation, ERISA claims, business torts and professional liability actions. He has represented and counseled clients in a variety of industries, including banking, investment banking and financial services, computer software and hardware, insurance, electronics, defense, power utilities, and healthcare and life sciences. Mr. Miller has litigated both jury and non-jury cases before federal and state courts throughout the United States and its territories, been involved in numerous corporate internal and regulatory investigations, handled commercial arbitration and mediation matters and appeared before both federal and state regulatory agencies.

Mr. Miller is actively involved in the firm's Securities, M&A and Corporate Governance Litigation Practice Group. He has counseled and represented numerous directors or boards of directors (including independent board committees) in connection with corporate transactions, corporate internal and regulatory investigations, corporate governance litigation and shareholder class and derivative litigation. Mr. Miller has been involved in a variety of cases stemming from contested and negotiated corporate acquisitions. He has represented issuers, investment bankers and other company advisors in class action securities litigation and in litigation relating to pending tender offers and other contests for corporate control. He has also represented investment bankers and other advisors called to appear as witnesses in litigation relating to mergers, acquisitions and squeeze outs.

Among other representations, Mr. Miller was lead trial counsel for the directors of Rockwell International Corporation in a successful month-long trial of a stockholder derivative action in California state court stemming from allegations that the company illegally stored and disposed of hazardous waste. This was the first breach of fiduciary duty case under Delaware law against corporate directors predicated on a "failure to monitor" theory that has ever been tried to judgment under the Caremark and the Delaware General Corporation Law § 102(b)(7) standards. Mr. Miller also successfully represented a group of institutional investors in a five-week jury trial against a large government securities dealer and major clearing bank involving large losses of federal book entry securities.

Mr. Miller also has considerable experience in the electronic data discovery, technology and intellectual property fields. He regularly advises on issues involving electronically stored information and data discovery, e-discovery practices and compliance standards, national and international data protection and privacy concerns, electronic and digital evidence and computer forensics. He has also litigated disputes arising out of software usage, licensing agreements and failed technology and information systems outsourcing agreements. He has represented software companies seeking to enforce their intellectual property and licensing rights, and defended clients against claims of infringement, misappropriation and license agreement violations. Mr. Miller has brought and defended actions for software copyright infringement, as well as related antitrust claims, and he brought and defended actions for false advertising and unfair competition.

Among his representative experiences, Mr. Miller successfully represented household products manufacturer Salton Inc. in a several week bench trial against claims of false advertising and unfair competition in the marketing of consumer products. Mr. Miller has also represented Computer Associates in various actions across the country involving multibillion dollar claims arising out of allegations of copyright infringement, software licensing violations, misappropriation and antitrust violations. Mr. Miller has also represented The MONY Group in arbitration relating to a billion dollar technology outsourcing agreement.

Mr. Miller has represented a number of domestic and international banks and other financial institutions, as well as receivers for failed financial institutions and various governmental regulatory agencies (e.g., Federal Deposit Insurance Corporation, Federal Savings and Loan Insurance Corporation and Resolution Trust Corporation), in a variety of litigation matters over the years. These matters have involved allegations of bank fraud, director and officer liability claims, derivatives, complex securities and financial instruments litigation, fidelity bond claims, accounting fraud and malpractice claims, legal malpractice claims, supervisory good will claims, fraudulent financial transactions, regulatory capital violations, claims arising out of repurchase and reverse repurchase agreements, failed real estate transactions, appraisals, letters of credit and the use of supervisory goodwill to meet federal regulatory requirements.

In the area of bankruptcy litigation, Mr. Miller has been extensively involved in a number of high profile domestic and international insolvency proceedings ranging from securities dealers (Comark), electric and gas utilities (Pacific Gas and Electric Company), off-shore hedge funds (Manhattan Investment Fund) and off-shore insurance holding companies (Mutual Risk Management Ltd.).

Mr. Miller has also represented both insurance companies and state insurance departments in litigation and insurance proceedings involving contested demutualizations (e.g., The Mutual Life Insurance Company of New York), contested mergers (e.g., Metropolitan Life/New England Mutual, Arkwright/Allendale) and other major restructurings of insurance companies, as well as represented receivers in the restructuring of life insurance companies in rehabilitation (e.g., Executive Life of New York). He has also represented a variety of clients in coverage disputes concerning E&O, D&O, fidelity and special financial risk insurance, and has handled both reinsurance arbitrations and litigations. In the ERISA area, Mr. Miller successfully represented Uniroyal Chemical Co. and other individual defendants all the way to the U.S. Supreme Court against a class action challenge to a management-led leveraged buyout by active and retired employees under pension, health and life insurance plans, who were alleging claims of breach of fiduciary duty, corporate waste, unjust enrichment, fraudulent conveyance and fraudulent transfer.

Upon his graduation from Albany Law School in 1980, Mr. Miller clerked for the Honorable Hugh R. Jones of the New York Court of Appeals. He joined Dewey Ballantine as an associate in 1982 and became a member of the firm in 1989.

Selected Activities

American Bar Association Sections of Business Law, Intellectual Property and Litigation
Association of the Bar of the City of New York
Committee on Judicial Administration (1996 -present)
California Bar Association
New York State Bar Association
Second Circuit Federal Bar Council

Publications

“Delaware Quarterly: Recent Developments in Delaware Business and Securities Law," in Securities Reform Act Litigation Reporter and Bank and Corporate Governance Law Reporter (Dec. 2009) (w/James P. Smith, et al.).
“Delaware Quarterly: Recent Developments in Delaware Business and Securities Law," in Securities Reform Act Litigation Reporter and Bank and Corporate Governance Law Reporter (March 2009, June 2009, Sept. 2009) (w/James P. Smith, et al.).
“Delaware Quarterly: Recent Developments in Delaware Business and Securities Law," in Securities Reform Act Litigation Reporter and Bank and Corporate Governance Law Reporter (Dec. 2008) (w/James P. Smith, et al.).
"‘CSX’: Second Circuit Upholds Denial of Injunctive Relief,” in New York Law Journal (September 26, 2008) (w/James P. Smith & Corinne D. Levy).
“Delaware Quarterly: Recent Developments in Delaware Business and Securities Law," in Securities Reform Act Litigation Reporter and Bank and Corporate Governance Law Reporter (Sept. 2008) (w/James P. Smith, et al.).
Co-author, "Delaware Quarterly, Recent Developments in Delaware Business and Securities Law," Computer Law Reporter, Inc., Volume 40, Number 4 (June 2008).
Co-author, "The Potential Implications of Decoupling Shareholders' Economic and Voting Interests in Corporate Control Contests," International Corporate Governance Review 2008, (March 2008).
“Delaware Quarterly: Recent Developments in Delaware Business and Securities Law (February 2008-Early May 2008),” in Securities Reform Act Litigation Reporter and Bank and Corporate Governance Law Reporter (June 2008) (w/James P. Smith, Kelly Librera, Matthew L.DiRisio & Jennifer O. Whitener).
“Delaware Quarterly: Recent Developments in Delaware Business and Securities Law (November 2007-January 2008),” in Securities Reform Act Litigation Reporter and Bank and Corporate Governance Law Reporter (Feb. 2008) (w/James P. Smith, John E. Schreiber, Matthew L. DiRisio & Jeffrey H. Newhouse).
“Delaware Quarterly: Recent Developments in Delaware Business and Securities Law,” in Securities Reform Act Litigation Reporter and Bank and Corporate Governance Law Reporter (Dec. 2007) (w/James P. Smith, Matthew L. DiRisio, Meghan E. Skirving & Dominic R. Valerian).
“Delaware Quarterly: Recent Developments in Delaware Business and Securities Law (May 2007-July 2007),” in Securities Reform Act Litigation Reporter and Bank and Corporate Governance Law Reporter (Sept. 2007) (w/James P. Smith, Matthew L. DiRisio & Elizabeth T. Grenley).
“Changing Face of Class Actions,” in New York Law Journal, special pullout section, “Securities Litigation & Regulation” (July 9, 2007) (w/James P. Smith & Corinne D. Levy).
“Delaware Quarterly: Recent Developments in Delaware Business and Securities Law,” in Securities Reform Act Litigation Reporter and Bank and Corporate Governance Law Reporter (June 2007) (w/James P. Smith, Matthew L. DiRisio, Rebecca Lesser & Urvashi Sen).
“Delaware Quarterly: Recent Developments in Delaware Business and Securities Law (4th Quarter 2006),” in Securities Reform Act Litigation Reporter and Bank and Corporate Governance Law Reporter (March 2007) (w/James P. Smith & Matthew L. DiRisio).