Cliff Brinson litigates business disputes. He assists clients with a full range of commercial litigation matters, including corporate and securities litigation, contract disputes, and business-related tort and statutory claims, including class action lawsuits. He also assists companies in internal investigations.
In his corporate and securities litigation practice, Cliff represented a Fortune 500 company in a shareholder appraisal trial. The Court held in the company’s favor, and the verdict was affirmed by the North Carolina Supreme Court. Cliff has represented public companies and their directors in merger challenges, and private companies in a variety of post-closing disputes. He has been named Raleigh’s “Lawyer of the Year” by Best Lawyers® for Mergers and Acquisitions Litigation (2022) and Securities Litigation (2020 & 2023). He serves as co-chair of the American Bar Association’s Mergers & Acquisitions Litigation Subcommittee (part of the ABA Commercial & Business Litigation Committee).
Cliff also represents business in class action lawsuits and other business-related tort and statutory claims. He is co-chair of the firm’s PFAS Team and is currently representing a chemical producer in the largest PFAS-related litigation in the country. He has successfully defended financial institutions in class actions alleging violations of Paycheck Protection Program regulations, as well as in class actions alleging improper lending practices. He has also successfully defended clients in class action litigation alleging violations of the Consumer Leasing Act.
In his business contract practice, Cliff helped a client obtain a $37 million judgment at trial, one of the largest jury verdicts in North Carolina history. The judgment was affirmed unanimously by the Court of Appeals and satisfied in full ($48.5 million including interest). Cliff helped another client obtain a declaratory judgment at trial in a commercial contract case, resulting in cost savings to the client of over $100 million. Following trial, the court awarded the client over $1.2 million in fees and costs.
Areas of Focus
- Best Lawyers®
- Commercial Litigation (2019-2024)
- Litigation-Mergers and Acquisitions (2018-2024)
- Litigation-Securities (2018-2024)
- Best Lawyers®, "Lawyer of the Year," Raleigh
- Litigation-Securities (2020, 2023)
- Litigation-Mergers and Acquisitions (2022, 2024)
- Benchmark Litigation, North Carolina Litigation Star (2015-2024)
- Benchmark Litigation, North Carolina Future Star (2009-2014)
- North Carolina Super Lawyers (2014-2023)
- North Carolina Super Lawyers, Rising Star (2010, 2012)
- Law Clerk for the Hon. Gerald B. Tjoflat of the United States Court of Appeals for the Eleventh Circuit
- Yale Law School, J.D., 1998
- Notes Editor, The Yale Law Journal
- Duke University, B.A., 1993
Bar & Court Admissions
- North Carolina
- Co-Chair, Mergers & Acquisitions Litigation Subcommittee of the Commercial & Business Litigation Committee, American Bar Association
- Co-Chair, Securities Litigation Subcommittee of the Commercial & Business Litigation Committee, American Bar Association
- Member, Class Actions & Derivative Suits Committee, American Bar Association
- North Carolina Business Court Rules Committee
- North Carolina Bar Association, Litigation Section
- Wake County Bar Association
Corporate and Securities Litigation
- Represented a public company in a shareholder appraisal action to determine the fair value of the company’s shares following a merger. The North Carolina Business Court ruled in our client’s favor, and that decision was unanimously affirmed by the North Carolina Supreme Court. Reynolds American Inc. v. Third Motion Equities Master Fund Ltd, 2021 NCSC 162.
- Represented a private equity firm in litigation filed by a bankruptcy trustee alleging that millions of dollars in interest payments made to the firm by a portfolio company were voidable as insider preferences or fraudulent conveyances. The bankruptcy court granted our motion to dismiss, and the decision was not appealed. In re Parker School Uniforms, LLC, 2021 WL 4553016 (Bankr. D. Del. 2021).
- Represented a public company as North Carolina counsel in a series of securities class actions filed following a drop in the company’s stock price. The trial court granted our motion to dismiss, and the decision was not appealed. In re Novan, Inc., Securities Litigation, 2018 WL 6732990 (M.D.N.C. 2018).
- Defended a private equity firm in shareholder litigation challenging the firm’s proposed acquisition of a grocery store chain. After we filed a motion to dismiss, the plaintiff dismissed the case. Balint v. The Fresh Market, Inc., 16 CvS 4144 (Guilford County/N.C. Business Court).
- Defended a technology company and its officers in a shareholder lawsuit alleging securities fraud. We filed a motion to dismiss, and the lawsuit was dismissed by the Court. In re ChannelAdvisor Corp. Securities Litigation, 2016 WL 1381772 (E.D.N.C. 2016).
- Defended a special committee and the independent directors of a bank in shareholder litigation arising from a proposed merger. The litigation sought among other things to invalidate a bylaw requiring that certain shareholder actions be brought exclusively in North Carolina. In a precedent setting opinion, the Delaware Court of Chancery enforced the bylaw and dismissed the case. City of Providence v. First Citizens Bancshares, Inc., 99 A.3d 229 (Del. Ch. 2014).
- Defended a clinical diagnostic company and its board of directors in shareholder litigation challenging the proposed acquisition of the company. A settlement was reached and the acquisition proceeded. Overby v. LipoScience, Inc., 14 CvS 13448 (Wake County/N.C. Business Court).
- Represented corrugated packaging companies in a post-closing dispute in which our client was attempting to collect on a deferred payment provision in the asset sale agreement. Summary judgment was granted in favor of our client for the full amount of the payment. Gallagher v. Southern Source Packaging, LLC, 568 F. Supp. 2d 624 (E.D.N.C. 2008).
- Represented a group of shareholders to obtain judicial dissolution of a corporation in which management had been wasting corporate assets in a case receiving local media attention. The dissolution was granted by the Court. Marosi v. M.F. Harris Research, Inc., 13 CvS 1230 (Carteret County).
Business-Related Torts and Statutory Claims
- Representing a chemical producer in multi-district litigation regarding per- and polyfluoroalkyl substances (PFAS) in firefighting foam. In re: Aqueous Film-Forming Foam Products Liability Litigation, MDL No. 2:18-mn-2873 (D.S.C.).
- Represented a bank in litigation alleging that the Bank failed to comply with Small Business Administration regulations in connection with Paycheck Protection Program loans. The lawsuit was dismissed by the trial court. Pinehurst Neuropsychology, PLLC v. First-Citizens Bank & Trust Co., 2021 WL 4460273 (M.D.N.C. 2021).
- Represented an apartment manager in a putative class action lawsuit by a tenant claiming that our client improperly charged fees in connection with summary ejectment proceedings. The lawsuit was dismissed by the trial court, and the case settled on appeal. Milroy v. Bell Partners, Inc., 2019 WL 3451506 (E.D.N.C. 2019).
- Defended a venture capital firm and two of its principals in a lawsuit against allegations that they had engaged in unfair and deceptive trade practices. The case was dismissed by the trial court and the dismissal was unanimously affirmed on appeal. Moch v. A.M. Pappas & Associates, LLC, 794 S.E.2d 898 (N.C. Ct. App. 2016).
- Defended a bank in numerous consumer class action lawsuits around the country alleging that the bank facilitated improper lending practices. Elder v. BMO Harris Bank, 8:13-cv-3043 (D. Md.) and others.
- Defended a provider of interlock ignition devices against a class action lawsuit alleging violations of the Consumer Leasing Act. The lawsuit was dismissed by the trial court and the dismissal was unanimously affirmed on appeal. Cottle v. Monitech, Inc., 2017 WL 6519024 (E.D.N.C. 2017), affirmed 733 Fed. Appx. 136 (4th Cir. 2018).
- Represented a bank seeking to have a defamatory video regarding one of the bank’s employees taken down. The court ordered the video removed, and the order was unanimously affirmed on appeal. Springs v. Ally Financial Inc., 684 Fed. Appx. 336 (4th Cir. 2017).
- Defended a bank in a consumer lawsuit asserting emotional distress, unfair and deceptive trade practices, and numerous other claims as a result of a death allegedly caused by an improper automobile repossession. All non-contract claims were dismissed by the court. Costin v. Ally Bank Corp., 2014 WL 130527 (E.D.N.C. 2014).
- Defended the estates of pilots working for a NASCAR racing company against claims of willful and wanton negligence in connection with a fatal plane crash. After a lengthy trial, the jury found in favor of our clients. Dorton v. Hendrick Motorsports, Inc., 792 F. Supp. 2d 870 (M.D.N.C. 2011).
- Defended a contractor who had been engaged by the United States government to rebuild municipal water and sewage facilities in Iraq against personal injury claims by an engineer. The trial court granted summary judgment in favor of our client, and unanimously affirmed on appeal. Ladd v. Research Triangle Institute, 335 Fed. Appx. 285 (4th Cir. 2009).
- Represented a publisher of telephone directories in a breach of contract case against a national telecommunications company. After a bench trial, the Court ruled in our client’s favor on all issues and issued a declaratory judgment that saved our client over $100 million, and awarded our client over $1.2 million in attorneys’ fees. R.H. Donnelley Inc. v. Embarq Corp., 2013 WL 4005261 (N.C. Ct. App. 2013).
- Represented a blood plasma collection business in a breach of contract case against a pharmaceutical company. After a trial, the jury awarded our client $37 million plus interest. The judgment was affirmed on appeal and collected in full. Plasma Centers of America, LLC v. Talecris Plasma Resources, Inc., 731 S.E.2d 837 (N.C. Ct. App. 2012).
- Defended a hair products manufacturer against a breach of contract claim by a distributor. After extensive litigation, the distributor dismissed its claim. T.W.T. Distributing, Inc. v. Johnson Products Co., 3:13-cv-171 (W.D.N.C.).
- Represented tobacco manufacturers in North Carolina enforcement of the arbitration provision in a Master Settlement Agreement. Our clients were successful in getting the case sent to arbitration. State of North Carolina v. Philip Morris USA, Inc., 666 S.E.2d 783 (N.C. Ct. App. 2008).
- Defended a bank in confidential arbitration arising out of a contract dispute with a customer regarding ownership of certain funds at the bank. After a full evidentiary hearing, the arbitrator issued an award favorable to the bank.
- Represented a nursing home owner to secure enforcement of an arbitration provision in its admission agreement with a resident. After numerous court filings, the resident ultimately agreed to abide by the arbitration provision. Durham III LLC v. Sexton, 5:11-cv-708 (E.D.N.C.).
- Assisted a medial device company in investigating potential accounting fraud.
- Assisted a major university in investigating a security breach involving the improper disclosure of confidential and proprietary football game plan information to opposing teams.
- Assisted a bank in investigating suspicious deposit activity.
- Assisted a pharmaceutical company in investigating inconsistencies in clinical test results.
- RecognitionBenchmark Litigation Ranks Smith Anderson “Highly Recommended” and Honors 15 Litigation and Labor and Employment Attorneys
- AlertIn a Win for Business, North Carolina Supreme Court Raises the Bar for Negligent Misrepresentation Claims
- RecognitionNorth Carolina Super Lawyers® Selects 30 Smith Anderson Attorneys for Recognition, With One Landing in the Top 100!
- Benchmark Litigation Ranks Smith Anderson “Highly Recommended” and Honors 15 Litigation and Labor and Employment AttorneysBenchmark LitigationRecognition
- North Carolina Super Lawyers® Selects 30 Smith Anderson Attorneys for Recognition, With One Landing in the Top 100!Super LawyersRecognition
- Smith Anderson “Highly Regarded” in Benchmark Litigation and Labor and Employment Rankings – 15 Attorneys HonoredBenchmark LitigationRecognition
- Best Lawyers® and Best Lawyers: Ones to Watch Recognizes 98 Smith Anderson Attorneys in Latest PublicationBest Lawyers®Recognition
- North Carolina Super Lawyers® Selects Largest Class of “Rising Stars” in Firm’s Recent History – 32 Lawyers Recognized in All!Super Lawyers
- Smith Anderson Adds a Future Litigation Star to Its 2022 Benchmark Litigation Rankings with Eleven Attorneys HonoredBenchmark Litigation
- Hitting a New Milestone - 100 Members of Smith Anderson’s Legal Team Recognized by Best Lawyers® and Best Lawyers: Ones to WatchBest Lawyers
- North Carolina Super Lawyers® Selects 23 Smith Anderson Lawyers as 2021 Super Lawyers and Nine Additional Lawyers as Rising StarsSuper Lawyers
- Benchmark Litigation
- 2021 Best Lawyers® and The Best Lawyers: Ones to Watch Recognize Largest Group of Smith Anderson Lawyers in Firm’s HistoryThe 2021 Best Lawyers®
- North Carolina Super Lawyers® Selects 24 Smith Anderson Lawyers as 2020 Super Lawyers and Nine Additional Lawyers as Rising StarsSuper Lawyers
- Benchmark Litigation Honors Smith Anderson’s Litigation and Employment Litigation Groups and 12 LawyersBenchmark Litigation
- Smith Anderson Leads “Best Lawyers®” Rankings with 71 Recognized Lawyers and 11 “Lawyers of the Year” - Most of Any Raleigh Law FirmThe Best Lawyers in America©
- North Carolina Super Lawyers Recognizes Forty Smith Anderson Lawyers as Super Lawyers and Rising Stars in 2019Super Lawyers
- Benchmark Litigation
- The Best Lawyers in America©
- 2018 North Carolina Super Lawyers Recognizes Forty-three Smith Anderson Lawyers as Super Lawyers and Rising StarsSuper Lawyers
- Smith Anderson Litigators Explain the Shifting Trends in M&A Litigation Against U.S. Public CompaniesIR Update magazine, published by the National Investor Relations InstituteJanuary/February Issue
- Benchmark Litigation
- The Best Lawyers in America©
- Super LawyersAlert
- Litigation News - Published from the American Bar Association Section of Litigation
- Smith Anderson Represents General Parts International in $2.04 Billion Merger with Advance Auto Parts
- North Carolina Court of Appeals Affirms Plasma Centers of America’s $37 Million Verdict Against Talecris Plasma Resources
Publications & Alerts
- In a Win for Business, North Carolina Supreme Court Raises the Bar for Negligent Misrepresentation ClaimsAlert
- Published by American Bar AssociationPublication
- Breaking: North Carolina Supreme Court Confirms that Dissenting Shareholders Are Entitled to No More than Deal Price in First Impression Merger Appraisal Rights CaseAlert
- Lawyers May Simultaneously Represent a Corporation and Its Directors Against Derivative Claims That Do Not Allege “Serious Wrongful Conduct”Alert
- Published by the American Bar Association I Practice PointsPublication
- Published by American Bar Association | Class Actions & Derivative Suits | Spring 2021 | Volume 31, Issue 3Publication
- Deal Price is King in Appraisal Rights Actions in North Carolina Where Merger Process Bears “Objective Indicia of Fairness”
- Another Tool in the Toolbox – Delaware Approves “Federal Forum Provisions” For Stockholder Securities Claims
- “Disclosure Settlements” Live On In North Carolina Merger Litigation – But Will the Fee Awards Continue to Justify Lawsuits?
- The Death of Merger Litigation Part II – The North Carolina Business Court Puts a Nail in the Coffin
- Published by the American Bar Association, "Commercial & Business Section of Litigation" and "Corporate Counsel Section of Litigation"
- Federal Appeals Court Emphasizes the Importance of Enforcing Contractual Limitations on Consequential Damages
- Tyranny of the Minority: North Carolina Business Court Explores Potential Fiduciary Duties of Minority Shareholders
- Antitrust & Complex Business Dispute News (North Carolina Bar Association Antitrust & Complex Business Disputes Law Section Newsletter)
- American Bar Association
- Fourth Circuit Clarifies Pleading Standards and (Again) Rejects Affidavits that Contradict a Party’s Deposition
- North Carolina Business Court Limits Unfair and Deceptive Trade Practice Claims Concerning Internal Corporate Matters
- North Carolina Business Court Holds that Shareholders Cannot Directly Sue Officers and Directors in Merger Challenge
- Fourth Circuit Holds that Motor Carrier has No Claim Under Federal Law Against Shipper for Unpaid Freight Charges
- Defining the “Customer” for Purposes of Securities Arbitration, ABA Commercial & Business Litigation Committee website
- The New Federal Rules on Electronic DiscoveryPrognosis
- Forum Selection and Attorneys’ Fees Clauses in ContractsThe Litigator
Events & Programming
- Presenter, “Fast Facts about PFAS,” NC Chamber Legal Institute, Raleigh, N.C.Speaking Engagement
- Co-Presenter, "A Lie Can Travel Halfway around the World, while the Truth is Still Putting on Its Shoes," Smith Anderson 27th Annual Employment Law Update, Cary, N.C.Speaking Engagement
- Co-Presenter, "New Rules, New Strategies: Managing Discovery under the Amended Federal Rules," North Carolina Association of Defense Attorneys Annual Conference, Asheville, N.C.Event
- Co-Presenter, "Swords and Shields: An Overview of Current Topics in Public Company Merger Litigation," UNC's Festival of Legal Learning, Chapel Hill, N.C.Event
- Co-Presenter, "Is It Material?," Securities Breakfast SeriesEvent
- Co-Presenter, "Building Better Bylaws," Smith Anderson's Executive Roundtable Series: Session IIEvent
- Proximity Hotel | Greensboro, N.C.Event
- Speaker, "Cost-Effective Litigation: Winning the Case Without Breaking the Bank," Smith Anderson's Executive Roundtable Series - Session IIEvent
- Speaker, "Bringing Your Commercial Case Alive for Judge & Jury – Tips and Strategies for Effective Courtroom Presentation of Commercial Cases," North Carolina Association of Defense Attorneys Annual ConferenceEvent
- Speaker, "The New E-Discovery Rules: What Difference Do They Make?", North Carolina Association of Defense Attorneys Fall ConferenceEvent