Charles A. Brown

Charles Brown is a partner in Goodwin’s Complex Litigation & Dispute Resolution practice. He co-leads the Firm’s Investment Management practice. In addition to representing investment advisers in mutual fund litigation, he has extensive experience representing issuers, underwriters, and individuals in securities class actions, shareholder derivative actions, and criminal and regulatory proceedings.

Charles has represented financial institutions, technology companies, life sciences companies, and individuals in securities and shareholder derivative actions and in criminal and regulatory proceedings. He has also represented investment advisers in mutual fund litigation.

Securities Actions:

Companies and Institutions

• Representing the Tezos Foundation, a Swiss Foundation that supports a new cryptocurrency and blockchain platform, in a putative securities class action in federal court in San Francisco arising out of a fundraiser of the equivalent of $232 million in Bitcoin and Ethereum in connection with the Tezos blockchain platform. This was one of the first putative securities class actions in the digital currency and blockchain technology space and settled on favorable terms. 
• Representing a bank holding company and four of its investment funds in a putative securities class action in state court in New York arising out of the $316 million secondary public offering of common stock of Benefitfocus, Inc., a leading cloud-based benefits management platform. The case is ongoing. 
• Representing a leading global provider of information technology, consulting and business process services and its CEO and CFO in a putative securities class action in federal court in New Jersey arising out of the company’s announcement of an internal investigation into whether certain payments relating to facilities in India were made in possible violation of the U.S. Foreign Corrupt Practices Act and other applicable laws. The case is ongoing.
• Representing a global technology company and certain of its directors in a putative securities class action in state court in Florida arising out of a corporate transaction in which the company spun off its online conferencing business segment. The court dismissed all claims against our clients.
• Representing a pharmaceutical company targeting end-stage renal disease and chronic kidney disease and its CEO and CFO in a putative securities class action in federal court in New York challenging statements about the marketing of the company’s FDA-approved iron replacement drug for hemodialysis patients. The court dismissed all claims against our client with prejudice.
• Representing a public SaaS company and certain of its officers in a putative securities class action in federal court in New York challenging statements and omissions about the company’s customers. The case settled on favorable terms.

Underwriters

• Representing the syndicate of nine investment banks that underwrote the $352 million initial public offering of common stock of SciPlay Corporation, a leading developer and publisher of digital games on mobile and web platforms, in a putative securities class action filed in state court in New York. The case settled with the syndicate paying nothing. 
• Representing the syndicate of twelve investment banks that underwrote the $700 million initial public offering of two series of debt securities issued by Pitney Bowes Inc., a lead provider of e-commerce, shipping and mailing equipment, supplies and software products and services, in a putative securities class action filed in state court in Connecticut. The court dismissed all claims against our clients. 

Individuals

• Representing the former CEO and CFO of a pharmaceutical company targeting end-stage renal disease and chronic kidney disease in a putative securities class action in federal court in New York challenging statements about the company’s expectations for reimbursement by the Centers for Medicare and Medicaid Services for the company’s FDA-approved iron replacement drug for hemodialysis patients. The case settled with the former CEO and CFO paying nothing.
• Representing the former CEO of Petrobras in a putative securities class action and opt-out cases in federal court in New York alleging a bribery and money-laundering scheme involving Petrobras executives, Brazil’s ruling political parties, and many of Brazil’s largest contractors. The case settled with the former CEO paying nothing. 

Shareholder Derivative Actions:

• Representing a leading global provider of information technology, consulting and business process services and certain current and former directors and officers in shareholder derivative actions in federal court in New Jersey arising out of the company’s announcement of an internal investigation into whether certain payments relating to facilities in India were made in possible violation of the U.S. Foreign Corrupt Practices Act and other applicable laws. The cases are ongoing. 
• Representing the former CEO and CFO of a pharmaceutical company targeting end-stage renal disease and chronic kidney disease in a shareholder derivative action in federal court in New York challenging statements about the company’s expectations for reimbursement by the Centers for Medicare and Medicaid Services for the company’s FDA-approved iron replacement drug for hemodialysis patients. The case settled with the former CEO and CFO paying nothing.

Criminal and Regulatory Proceedings:

• Representing an issuer of digital assets in an investigation into an initial coin offering (ICO) by the Securities and Exchange Commission.
• Representing a Swiss bank in the U.S. Department of Justice’s Swiss Bank Program. 
• Representing former S.A.C. Capital Advisors portfolio manager, Mathew Martoma, in insider trading cases brought by the United States Attorney’s Office for the Southern District of New York and the Securities and Exchange Commission that both agencies describe as the largest insider trading cases ever charged.

Mutual Fund Litigation:

• Representing a top-10 asset manager by AUM in consolidated actions brought under Section 36(b) of the Investment Company Act of 1940, alleging that it charged mutual funds excessive investment advisory fees, premised on the allegation that it provided substantially similar services for a lower fee as a subadviser to other mutual funds. The court granted summary judgment in our client’s favor, and the decision was affirmed on appeal.
• Representing a top-10 asset manager by AUM in an action brought under Section 36(b) of the Investment Company Act of 1940, alleging that it charged a mutual fund excessive investment advisory fees, premised on the allegation that it charged an allegedly similar mutual fund lower fees and that other allegedly peer funds paid lower fees. The court dismissed all claims against our client, and the decision was affirmed on appeal. 

In addition to his other client work, Charles has represented a juvenile criminal defendant during the appeal of her commitment order in the Maryland Court of Special Appeals. 

In 2015, Charles gained significant trial experience during a six-month secondment with the Kings County District Attorney’s Office, where he served as an Assistant District Attorney. During that time, he prosecuted numerous felony and misdemeanor cases and conducted jury and bench trials.

Prior to joining Goodwin, Charles served as a judicial intern to the Honorable Roger Titus, Senior U.S. District Judge of U.S. District Court for the District of Maryland.

While attending law school, Charles was a managing editor for the Cornell Law Review.

Co-Author, "What Comes Next for Sections 11 and 12(a)(2) After 'Slack'?" Law.com, November 8, 2023

Co-Author, “High Court: Section 11 Securities Plaintiffs Must Trace Shares to Challenged Registration Statement,” New York Law Journal, June 26, 2023