Euripides D. Dalmanieras

Partner - Boston

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Euripides Dalmanieras is Chair of Foley Hoag's Closely Held Business and Shareholders Dispute Group. He has deep experience representing close corporations and shareholders in contentious breach of fiduciary duty, “freeze-out” and valuation disputes, which often involve the assertion of derivative claims. Euripides also counsels corporate stakeholders as they try to resolve intra-company disputes consensually and avoid litigation.

Euripides’ work defending audit and accounting firms is extensive and includes representing all Big Four firms in securities class actions, investigations by the Securities and Exchange Commission and Public Company Accounting Oversight Board, and professional malpractice claims brought in federal and state courts in the United States.

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Education:

  • Boston University School of Law, J.D., 2001
  • Tufts University, B.A., Political Science, 1996

Languages:

Greek

Representative Experience

Closely Held Business and Shareholder Litigation

  • Successfully represented 50% stockholder on appeal from a jury verdict where stockholder was awarded $2.3 million for breach of stock buyout agreement committed by close corporation and the other 50% stockholder, Red Rock Trading Co., Inc. v. Shutzer, 92 Mass. App. Ct. 1110 (2017).
  • Representing majority stockholder and closely held corporation in freeze-out action brought by minority stockholders in a case where the firm obtained a favorable ruling from the Massachusetts Supreme Judicial Court disqualifying opposing counsel, Bryan Corp. v. Abrano, 474 Mass. 504 (2016).
  • Representing closely held corporation in multiple actions brought by 50% stockholder. After the Supreme Judicial Court affirmed the denial of corporation’s motion to compel arbitration in the first action, Vale v. Valchuis, 471 Mass. 495 (2015), the case was tried to a jury where the corporation prevailed against the stockholder and was awarded significant damages on its counterclaim.
  • Representing founding stockholder of cannabis corporation in stock buyout.
  • Represented former general counsel of one of the largest privately held family businesses in the United States in a contentious separation from the company.

Accounting and Auditor Defense

  • Successfully represented Massachusetts audit firm in defending against direct and derivative claims brought by 50% stockholder in wide-ranging freeze-out action. Negotiated favorable settlement that was funded with insurance proceeds.
  • Defended national audit firm in three-week jury trial in Massachusetts state court, which resulted in a defense verdict on all claims.
  • Defended national audit firm in bench trial in Massachusetts state court, which resulted in firm prevailing on claim brought under Chapter 93A of the Massachusetts General Laws.
  • Defended Big Four accounting firm in action brought by hedge fund. The Massachusetts Appeals Court affirmed summary judgment in favor of the accounting firm, Imprimis Investors, LLC v. KPMG Peat Marwick LLP, 69 Mass. App. Ct. 218 (2007).
  • Advised the audit partner of a foreign affiliate of a Big Four firm in connection with SEC investigation.
  • Represented Big Four firm audit manager in investigation by the PCAOB, which resulted in no action being taken.
  • Successfully defended Massachusetts audit firm and two of its shareholders before the Massachusetts Board of Public Accountancy resulting in dismissal of show-cause proceedings.

Bankruptcy

  • Negotiated favorable settlement on behalf of Fortune 500 company with bankruptcy trustee, the approval of which was affirmed by the First Circuit Court of Appeals, In re American Cartage, Inc., 656 F.3d 82 (1st Cir. 2011), affirming 438 B.R. 1 (D. Mass. 2010), in an opinion deciding issues of first impression in the First Circuit under Article 9 of the Uniform Commercial Code and the Federal Rules of Bankruptcy Procedure.
  • Defended private equity funds against a $40 million suit brought by the Internal Revenue Service in Bankruptcy Court in Delaware.
  • Represented the Official Committee of Unsecured Creditors of Engage, Inc. in a Chapter 11 liquidating case which resulted in substantial dividend to general unsecured creditors.

Insurance Coverage and Other Litigation Matters

  • Representing national manufacturer in insurance coverage actions arising out of environmental liabilities, which so far have resulted in total recoveries in excess of $100 million.
  • Represented national seafood manufacturer in insurance coverage action that was resolved favorably after federal district court granted client partial summary judgment, National Fish & Seafood, Inc. v. Great American Ins. Co., 2017 U.S. Dist. LEXIS 186600 (N.D. Tex. June 7, 2017). 
  • Part of the trial team that successfully represented the City of South Portland, Maine in Commerce Clause challenge by affiliate of ExxonMobil Corporation aiming to overturn the City’s Clear Skies Zoning Ordinance.
  • Obtained summary judgment for landlord in premises liability action, which was affirmed on appeal, Frederick v. Kaplan, 68 Mass. App. Ct. 1102 (2007).
  • Euripides Dalmanieras, Concurrent Conflicts of Interest and the Duty of Loyalty after Bryan Corp. v. Abrano, Massachusetts Bar Association Complex Commercial Litigation Quarterly (Summer 2017) 
  • Euripides Dalmanieras, The Work-Product Doctrine After McCarthy v. Slade Associates, Inc., 463 Mass. 181 (2012), Massachusetts Bar Association Lawyers Journal (Feb. 2013)
  • Euripides Dalmanieras, Understanding the Chapter 7 Process, Chapter 7 Commercial Bankruptcy Strategies, Inside the Minds (Aspatore 2011) 
  • Euripides Dalmanieras, Trying Your "1st" (or Next) Bankruptcy Case, Contributor (MCLE 2010 & 2009) 
  • Euripides Dalmanieras, How to Prepare & Try an Adversary Proceeding in Bankruptcy Court, Contributor (MCLE 2010) 
  • Kenneth Leonetti and Euripides Dalmanieras, Procedural Issues in Bankruptcy Appeals (American Bankruptcy Institute Northeast Bankruptcy Conference, July 2010 and July 2008) 
  • Andrew Schwartz and Euripides Dalmanieras, Developments in the In Pari Delicto Doctrine in Massachusetts, Originally published in the Boston Bar Journal, Vol. 52, No. 4 (September/October 2008)

Honors

  • Named 2016 Lawyer of the Year by Massachusetts Lawyers Weekly
  • Listed in Massachusetts Super Lawyers 

Involvement

  • President of the Boston University Law School Alumni Association Executive Committee (2018 - present), Member (2012 – present)
  • Massachusetts Bar Association, Member of the House of Delegates (2012 - 2015), Chairman of Business Law Section Council (2013-2015), Member of Complex Commercial Litigation Section Council (2015 - present)
  • Boston Bar Association, Member
  • American Bar Association, Member Trial Practice Committee
  • Hellenic Bar Association, Director and past President
  • Panelist, Massachusetts Bar Association, Effective Strategies for the Preparation and Trial of a Complex Commercial Case (2018) 
  • Faculty, Massachusetts Continuing Legal Education, Trying Your "1st" (or Next) Bankruptcy Case (2016, 2010, 2009)
  • Chair, Boston University Law School, The Review of Banking & Financial Law’s Symposium, Distressed Municipal Financing: Navigating Uncharted Waters, 33 Rev. of Banking & Fin. Law 567 (2014)
  • Faculty, Massachusetts Bar Association, Lifecycle of a Business: Mergers & Acquisition and Bankruptcy (2011-2014)
  • Faculty, American Bankruptcy Institute, 17th Annual Northeast Bankruptcy Conference, Procedural Issues in Bankruptcy Appeals (July 2010)
  • Chair, Massachusetts Continuing Legal Education, How to Prepare & Try an Adversary Proceeding in Bankruptcy Court (2010)
  • Faculty, Massachusetts Bar Association, Handling Depositions With Confidence (2010)
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Bar Admissions

  • Massachusetts

Court Admissions

  • U.S. Court of Appeals First Circuit
  • U.S. District Court for the District of Massachusetts
  • U.S. Court of Appeals, District of Columbia Circuit