M. Duncan Grant

Senior Counsel

Pepper Center Fellow

duncan.grant@troutman.com

  • D215.981.4343
  • T302.777.6544
Troutman Pepper
Troutman Pepper

With 40 years of litigation experience, Duncan is a trusted advisor to clients in complex cases, particularly those involving securities fraud and fiduciary duty claims, Delaware Court of Chancery cases, professional liability, and appellate matters.

Located in:

  • Philadelphia
  • Wilmington

Areas of Focus:

  • Business Litigation
  • Securities, Corporate Governance + D&O Defense Litigation
  • Appellate + Supreme Court
  • Class Action
  • Delaware Court of Chancery Litigation
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  2. M. Duncan Grant

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  • Overview
  • Representative Matters
  • Related Practices and Industries
  • Rankings and Recognition
  • Credentials

    Duncan serves the firm as deputy general counsel, and as special counsel in the litigation practice. In addition to his work for the firm and its attorneys, he has represented many clients in Delaware corporate law litigation, securities litigation, antitrust matters, and appellate cases.

    His securities experience includes defending against securities lawsuits in which stockholder plaintiffs have alleged that the companies' disclosures were misleading or incomplete. He also has represented multiple clients in SEC investigations involving accounting issues, disclosure issues, and the supervision of registered representatives.

    His Chancery Court experience includes cases involving a wide range of corporate law issues, including challenges to transactions, disputes over board of directors elections, the validity of stock options, stock value appraisals, stockholder demands for inspection of records, interpretation of proxies, and many other issues.

    His antitrust experience includes a number of price-fixing and monopolization cases. He has advised clients in antitrust litigation involving such diverse industries as television picture tubes, firearms, cemeteries, and highway signage.

    Representative Matters

    Securities Litigation

    • Represented many clients in securities lawsuits in which stockholder plaintiffs have alleged that the companies' disclosures were misleading or incomplete.
    • Defended the issuer in a case in which several hedge funds asserted that misrepresentations were made to them before they purchased blocks of stock from a major stockholder of the issuer, and he represented former officers and directors in a class action involving complicated loss causation issues under the Supreme Court's Dura decision.
    • Represented multiple clients in SEC investigations involving accounting issues, disclosure issues, and the supervision of registered representatives.

    Delaware Court of Chancery Litigation

    • Stockholder challenges to corporate transactions.
    • Disputes over election to membership on boards of directors.
    • A request for the appointment of a custodian to break a deadlock on a board of directors.
    • The validity of stock options.
    • The right of a holder of debentures to convert them into common stock.
    • Appraisals of the value of stock in the context of cash-out mergers.
    • Fiduciary duties that general partners owe to limited partners.
    • Indemnification of corporate directors for litigation expenses.
    • The interpretation of proxies.
    • Stockholders' and limited partners' demands for inspection of corporate and partnership books and records.
    • Represented clients in cases involving a variety of injunctive relief issues, including the enforcement of non-compete clauses, claims of theft of trade secrets in the air pollution control industry, and the scope of post-termination support obligations owed to a former distributor of voice mail systems.

    Professional Liability Litigation

    • Represented law firms in their defense against malpractice claims filed against them.
    • Represented a law firm that successfully pursued a claim for a large contingent fee against a former client that the law firm had represented in a substantial and complicated commercial dispute.
    • Represented accounting firms in connection with accounting malpractice claims, including one case that went to trial, where we obtained a jury verdict that was affirmed on appeal.

    Appellate Litigation

    • Represented clients in appeals to the U.S. Courts of Appeals for the First, Third, Seventh, Tenth, Eleventh and Federal Circuits, the Delaware Supreme Court, and the Pennsylvania Supreme and Superior Courts.
    • Issues handled on appeal include antitrust, securities law, personal jurisdiction under Delaware's director consent statute, arbitration proceedings, election of the members of a corporate board of directors, bankruptcy law, contractual disputes, and, on a pro bono basis, habeas corpus.

    RICO Litigation

    • The defense of a financial institution against RICO charges arising from loans to students at a vocational school.
    • A defense against claims that a bank violated RICO by charging borrowers a higher interest rate than the bank's "prime rate," which was the rate that was agreed upon in the loan documents.
    • Defending another bank against a claim that it violated RICO by conspiring to divert the plaintiffs' funds by opening checking accounts the plaintiffs did not control, but into which the plaintiffs' funds were fraudulently wire-transferred.
    • Defending against RICO claims arising from a bank's contacts with individuals who fraudulently induced the plaintiffs to invest in a phantom trust known as the Oman Ghana Trust Fund.

    Related Practices and Industries

    • First Amendment + Newsroom
    • Delaware Court of Chancery Litigation
    • Litigation

    Rankings and Recognition

    • Super Lawyers®: Pennsylvania (2006-2023)
    • Best Lawyers in America®: Commercial Litigation (2011-2023), Litigation – Securities (2011-2023)
    • Named by Best Lawyers as the Philadelphia "Lawyer of the Year" for Litigation – Securities (2018 and 2015)
    • Listed as a local litigation star in Pennsylvania in Benchmark Litigation

    Credentials

    Bar Admissions

    • Pennsylvania
    • Delaware

    Court Admissions

    • Supreme Court of the United States
    • U.S. Court of Appeals, Federal Circuit
    • U.S. Court of Appeals, First Circuit
    • U.S. Court of Appeals, Third Circuit
    • U.S. Court of Appeals, Seventh Circuit
    • U.S. Court of Appeals, Tenth Circuit
    • U.S. Court of Appeals, Eleventh Circuit
    • U.S. District Court, District of Delaware
    • U.S. District Court, Eastern District of Pennsylvania
    • U.S. District Court, Northern District of New York

    Education

    • University of Pennsylvania Carey Law School, J.D., 1975; editor-in-chief, Law Review
    • Princeton University, A.B., 1972

    Clerkships

    • Hon. Arlin M. Adams, U.S. Court of Appeals, Third Circuit, 1975-1976

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