Steven M. Cowley
Partner
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Phone: +1 857 488 4261
- Duane Morris LLP
100 High Street, Suite 2400
Boston, MA 02110-1724
USA
Steven M. Cowley focuses his practice on business litigation, specifically including mergers and acquisitions litigation, investment agreement disputes, indemnification disputes, post-closing disputes, shareholder and corporate governance disputes, breach of fiduciary duty and D&O claims. He handles a wide range of competition disputes, including federal and state antitrust claims and state unfair trade practice claims around the country. Steve also has over thirty years of experience representing clients in intellectual property litigation, including trademark, copyright, trade secret and patent disputes.
Steve has led trial teams in litigation and arbitration proceedings in both state and federal courts in more than twenty states across the country and before international arbitration panels. His clients include telecommunications, technology and financial services firms ranging from startups to public companies, private equity and venture capital firms, insurance companies, media companies and content creators.
Steve is a magna cum laude graduate of Harvard Law School and a magna cum laude graduate of the University of Connecticut.
Areas of Practice
- Business Litigation
- Mergers and Acquisitions Litigation
- Shareholder Disputes
- Intellectual Property Litigation
- Antitrust
- Commercial Litigation
Admissions
- Massachusetts
- Supreme Court of the United States
- U.S. Court of Appeals for the First Circuit
- U.S. Court of Appeals for the Ninth Circuit
- U.S. District Court for the District of Massachusetts
- U.S. District Court for the District of Colorado
- U.S. District Court for the Eastern District of Michigan
Education
- Harvard Law School, J.D., magna cum laude, 1989
- University of Connecticut, B.A., magna cum laude, 1986
Experience
- Duane Morris LLP
- Partner, 2013-present - Edwards Wildman Palmer LLP
- Partner, 1996-2013
- Associate, 1992-1996 - Hale and Dorr
- Associate, 1989-1992
Professional Activities
- Boston Bar Association
Honors and Awards
Listed in Massachusetts Super Lawyers, 2007, 2010-2021
Representative Matters
Represents the buyer of an electrical equipment manufacturing company asserting indemnification and fraud claims against the sellers arising out of material discrepancies between the pre-closing financial statements disclosed by the sellers and the actual sales and operating costs data discovered after the acquisition.
Represents a private equity fund and family investment firm as shareholders asserting derivative breach of fiduciary duty claims and aiding and abetting claims against management directors and a controlling shareholder, arising out of a merger with a portfolio company of the controlling shareholder.
Successfully represented a shareholder’s agent in a Massachusetts state court Business Litigation Session trial on indemnification claims against co-shareholders, arising out of fees and expenses incurred post-closing of a merger transaction.
On behalf of a publicly traded national bank, successfully litigated claims in Delaware Chancery Court for breach of post-closing obligations and miscalculation of the transaction premium, arising out of the acquisition of a consumer credit card business.
In Delaware Chancery Court, on behalf of a private equity firm seller, successfully obtained dismissal of indemnification claims asserted by the buyer against a post-closing escrow account and fraud claims asserted against the seller, arising out of alleged misstatements and failures to disclose material information in pre-acquisition financial disclosures.
Successfully pursued fraud and related claims in the Northern District of California against a resident of the Czech Republic arising out of an investment scheme relating to Bulgarian cable television assets. Boston Telecommunications Group, Inc. v. Wood, 588 F.3d 1201 (9th Cir. 2009).
Represented a Shareholder’s Agent in a trial in the Business Litigation Session of the Massachusetts state court defending indemnification claims by the Buyer under a stock purchase agreement arising out of the Sellers’ alleged failure to disclose threatened patent infringement claims.
Successfully represented private equity firm client and its designated director against a wide range of contract and fiduciary duty claims brought by former shareholders challenging a merger transaction in Hawai’i state court, including a full dismissal of all claims and award of attorneys’ fees under a shareholder voting rights agreement.
Successfully represented three directors in Delaware Chancery Court against derivative claims of breach of fiduciary duty arising out of a down-round financing transaction undertaken by the private equity shareholders that designated a majority of the board of directors.
Represented a private equity firm buyer in a post-closing final balance sheet adjustments and purchase price true up dispute with sellers’ representative, arising out of a stock purchase transaction.
Represents and advises dozens of content creators, including photography studios, publishers and media companies, to protect and enforce copyrights and other intellectual property rights in their content.
Successfully represented the developer of an on-line video game to obtain a copyright infringement judgment in the Northern District of California and a permanent injunction against a competing game developer marketing a modified game built on infringing software. Steve and his litigation team then successfully enforced that injunction utilizing the take-down procedures of the Digital Millennium Copyright Act and follow on litigation against non-complaint hosts of the competing game.
Successfully represented a photo-journalist in a copyright infringement trial in the Southern District of New York, overcoming an asserted fair use defense and obtaining a judgment of willful infringement against a commercial real estate firm based on the unauthorized use of our client’s photograph on its promotional website.
Successfully defended a regional dairy products manufacturer in the District of Massachusetts against a claim of copyright infringement arising out of a contested recipe for peanut butter ice cream.
Successfully represented an art historian in a declaratory judgment action filed in the District of Massachusetts to establish an implied license to publish works created by a deceased artist who is the subject of our client’s manuscript and terminating threatened copyright infringement claims by the artist’s heirs.
Successfully represented an on-line home security company to obtain a permanent injunction and other relief in a copyright infringement claim in the Southern District of Florida against a competitor home security company arising out of the unauthorized use of our client’s specially created product photographs.
Defended a national office supply retail store against trademark claims brought by a manufacturer of premium writing products arising out of the alleged unauthorized sale of products with altered marks and lacking standard warranties.
Successfully defended a wireless telecommunications company in four independent patent infringement cases filed in the District of Delaware by non-practicing entities targeting different aspects of its network technology.
Successfully defended clients against copyright infringement claims arising out of content posted on their business websites.
Successfully represented a distributor of health and beauty aid products to retail stores against trademark infringement claims brought by manufacturers seeking to maintain exclusive distribution policies.
Successfully prosecuted trademark claims on behalf of a manufacturer of chemical products against a competitor that re-labeled the manufacturer’s products and sold them as its own, obtaining a consent judgment establishing a permanent injunction, requiring destruction of all mislabeled products still in inventory and the payment of attorneys’ fees.
Successfully defended a manufacturer of fiber optic cable wrap products against a trade secrets claim and request for a preliminary injunction filed in Massachusetts state court by a competitor manufacturer.
Successfully represented a pharmaceutical company in a trade secret violation lawsuit filed in the District of Delaware against a former licensee who used and disclosed the client’s proprietary formula for a medium to distribute proteins in the course of a patent application proceeding for a competitive technology.
Successfully represented the principals in a venture capital fund in arbitration proceedings against a co-owner involving competing claims of breaches of contract and breaches of fiduciary duties, arising out of our clients’ formation of a new investment fund with overlapping investors.
Represented a parent corporation and its director designee against claims of breach of fiduciary duty asserted by a minority shareholder in a subsidiary company, arising out of the parent company’s sale of its shares in the subsidiary.
Represented the majority shareholder and CEO of a closely held company against shareholder freeze out and breach of fiduciary duty claims asserted by a minority shareholder in Massachusetts state court.
Represented investment funds in exercising their rights to financial reporting by the company under an Investors Rights Agreement.
Represented shareholders and a company director in multiple statutory books and records actions in Delaware Chancery Court.