Euripides Dalmanieras

I counsel companies and their stakeholders in resolving and, if necessary, litigating intra-company disputes and derivative actions.

Euripides Dalmanieras is Chair of Foley Hoag's Closely Held Business & 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 accounting and other professional firms is extensive, and includes representing all Big Four firms in litigation, 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.

In bankruptcy matters, Euripides has represented debtors, creditors’ committees, secured creditors, debenture holders, and private equity funds involved in restructurings, workouts, liquidations and bankruptcy adversary proceedings. Other complex commercial litigation in which he has been involved includes the representation of clients in insurance coverage actions.

Related Industries

Related Practices

Education

Boston University School of Law, J.D., 2001

Bar and Court Admissions

BAR ADMISSIONS

Massachusetts

COURT ADMISSIONS

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

Languages

Greek

Experience

SHAREHOLDER LITIGATION

Obtained dismissal of shareholder derivative action in Delaware Chancery Court on behalf of publicly traded pharmaceutical company, Goyal v. Durkacz, 2022 Del. Ch. LEXIS 103 (2022).
Successfully represented stockholder in obtaining rulings on the standing of shareholders in Delaware corporations to assert multi-tier derivative claims, DiMare v. DiMare, 2021 Mass. Super. LEXIS 368 (2021) and Dolan v. DiMare, 2020 Mass. Super. LEXIS 88 (2020).
Represented closely held corporation in multiple actions brought by 50% stockholder. A jury awarded the corporation significant damages on its counterclaim, and the verdict was affirmed on appeal, Vale v. Valchuis, 95 Mass. App. Ct. 1109 (2019).
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).
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 DEFENSE AND PROFESSIONAL MALPRACTICE

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).
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

Representing Big Four audit firm in all bankruptcy matters.
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.
Defended private equity funds against a $40 million suit brought by the Internal Revenue Service in Bankruptcy Court in Delaware.

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 (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.

Publications

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)

Foley Hoag Publications

Honors & Involvement

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 - 2019), 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 - 2020)
Boston Bar Association, Member
American Bar Association
Hellenic Bar Association, Director and past President

Speaking Engagements

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)