Joe Galardi, Scott Atherton, and Alaina Karsten Win $100 Million Corporate Board Claim at Trial

Congratulations to Joe, Scott, and Alaina for prevailing at trial in a high-stakes corporate governance dispute. They represented the Harbor Branch Oceanographic Institute Foundation, Inc. (the “Foundation”), a non-profit charitable organization originally established by a charitable trust grant from the family of Johnson & Johnson co-founder Robert Wood Johnson that controls an endowment fund valued at approximately $100 million. 

The Foundation signed a contract agreeing to contribute money to Florida Atlantic University (“FAU”) to support oceanographic research, which stated that such distributions would be made in the Foundation Board’s “sole discretion.” FAU subsequently claimed that, as a result of a newly enacted law, the Foundation was prohibited from appointing new members to its Board of Directors without FAU’s approval. Had FAU’s claim been accepted by the court, it would have eventually led to FAU’s approved appointees controlling the entire Foundation Board and deciding how to distribute its $100 million dollar endowment. 

Following a full trial, the court rejected FAU’s Board control-related claim, finding that the newly enacted law created an unconstitutional impairment of the parties’ original contract. The court further ruled that, while FAU has the right to approve the Foundation’s budget, the parties’ contract does not give FAU “the ability to ‘weigh in’ on” the Board’s expenditure decisions. 

Scott Atherton and Terry Mullen Defend Against Corporate Takeover Attempt by Series A Investors

After Miqrotech’s board refused to cede control to certain Series-A investors, a group of eight individual and institutional investors filed securities fraud claims against Miqrotech and its founder in the Middle District of Florida. Those investors have indicated that their ultimate goal is to gain control of the company’s board which will, in turn, enable them to control the company’s patents, intellectual property, and other assets. AGMR is vigorously defending Miqortech’s founder, majority shareholder, and board chairman in the action. The case is scheduled for trial in 2023.

Scott Atherton and Terry Mullen Represent Spouse of Deceased Doctor in Medical Practice Breakup

Scott and Terry represented the spouse of a successful doctor who was the founder and majority owner of a multi-location medical practice. After the founding doctor passed, his minority partner attempted to take control of the practice and usurp its tremendous value and goodwill for himself. AGMR successfully represented the founding doctor’s surviving spouse, who was the personal representative of her late husband’s estate, in maximizing the buyout value of the founding doctor’s interest in the practice.

Joe Galardi and Brittany Tarazona Represent Seller in Post-Closing Earn-Out Litigation

Joe and Brittany represent the founder of a third-party pension fund administrator in litigation arising out of the sale of the company. The buyer has refused to make the substantial post-sale earnout payments owed under the stock purchase agreement. In retaliation, the buyer instituted a separate suit against AGMR’s client alleging theft of trade secrets and a conspiracy to divert customers away from the buyer. The stock purchase agreement contains complex payment formulas and first-party indemnity provisions, and Joe and his team were required to analyze the company’s financial condition before and after closing to fend off the buyer’s claim that the seller artificially inflated the purchase price of the company. The case remains in litigation.

Read more about our corporate litigation experience HERE.

Scott Atherton and Terry Mullen Defend Against Post-Merger Indemnification Claims 

Scott and Terry are currently representing the Seller’s Representative in an indemnification litigation which follows a 2016 merger transaction. The Buyer alleges that it was recently forced to settle a lawsuit predicated on a substantial pre-closing E&O claim which created exposure “in excess of $40 million.” The Buyer further alleges that it incurred “nearly $3.5 million defending itself,” and that it is entitled to indemnification pursuant to the parties’ merger agreement.

The Buyer failed to assert its indemnification claim prior to expiration of the 5-year contractual survival period, and the Buyer’s claim against one of the deceased Sellers is further time-barred under the 2-year statute of repose contained in Florida’s Probate Code. After AGMR asserted these defenses, the Buyer moved to compel arbitration of its own lawsuit, and the Buyer is currently attempting to remove the case from the Court’s jurisdiction rather than allow the Court to decide the defenses AGMR raised.  

Scott Atherton and Terry Mullen Successfully Defend $12 Million Trade Secret Claim

Scott and Terry successfully defended three former employees of an international customs brokerage company in a federal lawsuit brought by the former employer alleging, among other things, violation of the Federal Defend Trade Secrets Act and violation of the Computer Fraud and Abuse Act. The former employer claimed that it lost over 20 corporate customers to the former employees’ new customs brokerage firm, allegedly causing damages in excess of $12 million. 

For more information about our non-compete and trade secret litigation experience, click HERE.

Alaina Karsten Obtains Dismissal with Prejudice of Fraud and Abuse of Process Claims, and Final Summary Judgment on Malicious Prosecution Claims

Congratulations to Alaina Karsten on her string of victories which resulted in the complete exoneration of AGMR’s clients in a hotly contested case. The plaintiff sued AGMR’s clients alleging fraud, civil conspiracy, abuse of process, and malicious prosecution in connection with prior commercial litigation. The plaintiff also sued the national law firm which had represented the plaintiff in that prior case.

Alaina successfully obtained the dismissal of several claims and subsequently won an order granting final summary judgment on the remaining malicious prosecution claim. Having secured a complete victory for AGMR’s clients, Alaina, along with the law firm defendant’s counsel at Akerman LLP, are currently prosecuting prevailing party fee claims against the plaintiff.

For more information about our business litigation experience, click HERE.

Large Law Firm, Accounting Firm, and Auditor Defense 

Scott, Joe, and Terry represent national law firms, as well as local lawyers, in legal malpractice cases, ethics matters, and high-stakes attorneys’ fees disputes. 

Scott and Terry also represent accountants in complex professional liability cases and disciplinary proceedings. 

We recognize that our cases are ultimately about people, and we fight zealously for both the financial interests and reputations of the professionals we defend.

Read more about our professional liability litigation experience, HERE.

Class Action Consumer Claims

Scott and Terry represent corporate clients, lead generators, and independent contractors in class action litigation arising from alleged violations of state and federal “robo call” laws and deceptive trade practices statutes. 

In addition to litigating class actions in court, Scott and Terry also successfully defended a national consumer service provider against claims by the Florida Attorney General that were allegedly based on thousands of consumer complaints.

While AGMR primarily represents defendants in these actions, the firm does handle select plaintiff-side class action claims.

For more information about our consumer and deceptive trade practices litigation experience, click HERE.

Employment Law Counseling and Defense

Scott, Alaina, and Brittany represent employers in drafting employment agreements, restrictive covenants, arbitration agreements, and employee handbooks to help mitigate risks that arise from the wide range of state, federal, and local laws that can give rise to employment claims.

We represent employers across a broad spectrum of industries in high-exposure sex harassment, discrimination, retaliation, and medical leave cases, as well as group, class, and collective employment litigation.

For more information about our employment litigation experience, click HERE.

Corporate and White Collar Investigation

Scott, Joe, and Terry conduct independent corporate investigations relating to shareholder derivative claims, executive-level “me too” allegations, and state and criminal matters. 

For example, the firm has served as Special Litigation Committee counsel in cases involving breach of fiduciary duty claims against corporate board members, as independent board counsel to investigate serious allegations of sexual assault and harassment, and as special investigation counsel following the indictment of corporate executives.

For more information about our corporate and white-collar investigation experience, click HERE.

Scott Atherton and Terry Mullen Prosecute $12 Million Claim for Pharmaceutical Company in Delaware Complex Business Court

Scott and Terry filed an action on behalf of a pharmaceutical company against a publicly traded generic drug distributor for declaratory relief and damages. Those claims are based upon breaches of a licensing and royalty agreement relating to the sale of a prescription drug used to treat, among other conditions, attention deficit hyperactivity disorder (“ADHD”). 



At the direction of the generic drug distributor’s CEO, the distributor unequivocally stated that it’s “not paying th[e] f…ing money” owed to our client under the agreement, and subsequently attempted to revise previously issued quarterly royalty statements to erase payments which had already been reported as due. The drug distributor also claims its total aggregate royalty obligations under the agreement were reduced due to a certain new generic drug entering particular markets—a position that is inconsistent with the drug distributor’s own prior SEC filings. 

The action is currently pending in the Complex Business Court in Delaware.  

AGMR Handles Executive Compensation Disputes

We represent executives of public companies, large private equity portfolio businesses, and closely held corporations in breach of employment agreement cases, equity buyout disputes, and executive severance negotiations.

AGMR Prosecutes Plaintiff-Side Fraud Claims

We represent individual and institutional investors in select securities fraud class action claims, Ponzi scheme cases, individual fraud actions, and FINRA arbitration proceedings.  

Joe Galardi Represents Clients in Pension Fraud Litigation 

AGMR’s client sued the fiduciary of its pension plan for his theft of almost $6 million from the plan. Our client also sued three affiliated large national insurance and pension fund service providers for failing to supervise their agent and preventing the fraud. The case involved complex issues of federal ERISA law, and Joe and co-counsel at Jones Foster, prevented the case from being dismissed on federal preemption and defeated the defendants’ challenges to personal jurisdiction. This case was resolved with a confidential settlement.

Scott Atherton and Terry Mullen Prosecute Multi-Million Dollar Title Insurance Claims Arising From the Acquisition of a 5,000 Acre Parcel in West Virginia

Our client acquired a beautiful 5,000 acre tract of pristine forest land within the Allegheny Mountains of West Virginia. One side of the property borders a national park and the Greenbrier River. Another side borders the renowned Greenbrier Resort and Sporting Club, a luxury resort that has hosted U.S. Presidents and several celebrities. Our client acquired this property for the express purpose of developing a high-end luxury residential community.

After closing on the acquisition, our client learned of several serious title defects which were not disclosed in, or excepted from coverage by, the title insurance policy issued by the carrier. Those defects make it impossible for our client (or anyone else) to commercially develop the property in any meaningful way, and have caused damages substantially in excess of the $6,352,500 title insurance policy limit. We prevailed on a complex choice of law motion and established that favorable Pennsylvania law applies to the policy. The case is now poised for summary judgment motions relating to key policy interpretation issues which will be argued next year. 

Our firm has handled a wide range of insurance coverage cases, including business interruption, directors & officers, errors and omissions, disability, general commercial liability, and other coverage lines. We look forward to continuing to zealously represent our client in this title insurance case, and hope to obtain a favorable result by settlement, summary judgment, or trial.  

AGMR Gives Back

We are pleased to do our part by supporting

our local community through charity, service, and volunteering.   

Meet Our New Lawyers

We are lucky to have a great group of professionals and are always looking for top talent to join our growing team.  

Nadine Edenfield: Nadine graduated from UF summa cum laude in only two years, obtained an M.A. in English Literature from NYU, and returned to UF to obtain her J.D. She previously served as a judicial clerk for U.S. District Court Judge Sheri Polster Chappell, as a trial law clerk for Florida’s 15th Judicial Circuit, and as a business litigation associate for a national law firm. We are pleased to welcome Nadine to AGMR where she will continue her complex business litigation practice. To learn more about Nadine, click HERE.

Brittany Tarazona: We are also pleased to announce that attorney Brittany Tarazona has returned to the firm. After serving as a Judicial Intern for U.S. District Judge Paul Huck and Judge Robin Rosenberg, Brittany practiced business litigation and employment law with AGMR for four years. Brittany left the firm to move to New York with her husband, who was completing his medical residency there. Brittany primarily practiced management-side employment litigation in the New York office of an Am Law 100 law firm. We are excited to welcome Brittany back, where she will continue her employment law and commercial litigation practices. More information about Brittany is available HERE.

Mia Williams: It is with mixed emotions that we announce that associate attorney Mia Williams has left AGMR to serve as a judicial clerk for U.S. Magistrate Judge Panayotta “Penny” Diane Augustin-Birch. We will all miss Mia, who graduated FAMU at the top of her class and worked as a summer associate at Holland & Knight LLP before joining our firm. We are very proud of Mia’s work, excited for the additional experience she will receive with Judge Birch, and hope to work with Mia again in the future. We would also like to congratulate Judge Birch on her recent appointment as a U.S. Magistrate Judge!

If you are interested in a position with our growing firm, please visit our Careers page HERE.

AGMR Quoted by The L.A. Times, The Hollywood Reporter, and Entertainment Tonight

AGMR Shareholders Receive

Multiple Recognitions

Please join us in congratulating the firm and its lawyers on these accomplishments.

Scott represented the author and publisher of the controversial book titled, “Aaron Carter: An Incomplete Story of an Incomplete Life.” 

Aaron Carter, brother of Backstreet Boys front man Nick Carter, was a star in his own right. Aaron released his first album at age nine and achieved great success as a singer and songwriter in the years that followed. Unfortunately, Aaron later struggled with mental illness and addiction, and ultimately passed away earlier this year at age 34. 

Scott was quoted about the matter by CNN, the New York Post, The L.A. Times, Yahoo News, The Hollywood Reporter, Entertainment Tonight, and dozens of other domestic and international media outlets. For more information, click HERE.

The firm is proud to announce that U.S. News & World Report and Best Lawyers® ranked AGMR as a metropolitan “Tier 1” firm for commercial litigation in the 2023 edition of “Best Law Firms.”

Congratulations to Scott and Martin who were awarded “AV preeminent Judicial Edition” ratings by Martindale Hubbell. This is Martindale Hubbell’s highest possible distinction and indicates perfect ratings from participating members of the judiciary on the attorneys’ legal ability and ethical standards. 

Congratulations to Joe who was selected for inclusion in the U.S. News–Best Lawyers® 2023 edition, and also received an AV Preeminent rating from Martindale Hubble. 

Scott, Martin, Joe, and Alaina were also selected for inclusion in Florida Super Lawyers Magazine and Florida Trends Legal Elite.