Lynn T. Galuppo

Senior Counsel

Overview

Lynn's practice focuses on defending public and private companies in various types of complex civil actions, particularly commercial, securities, and real estate litigation. Lynn is known by her clients for her sound legal advice, ability to anticipate opposing counsel, and well-reasoned litigation strategies that she implements in any litigation matter sent her way. She is very customer focused, practical, and always zealously represents her clients.

An Experienced Litigator   

Lynn's securities-related experience began during law school when she was an extern with the U.S. Securities and Exchange Commission and spent a summer with one of the most aggressive plaintiffs-side class action securities litigation law firms in the country. Prior to joining Cox, Castle & Nicholson, Lynn commenced her practice in securities litigation from the defense perspective, and was an integral member of a fraud and complex insurance practice group. Throughout her career, she has defended class actions, derivative actions, and SEC investigations and proceedings, and has provided related complex coverage analyses and advice. In these matters, she has represented directors, officers, corporations, accountants, members, partners, and directors and officers liability, and comprehensive general liability insurance carriers.

While at Cox, Castle & Nicholson, Lynn has handled a diverse array of commercial and real estate-related litigation matters, including claims involving unfair competition, fraud, breach of contract, commercial unlawful detainers, quiet title, partnership disputes, lease disputes, boundary disputes, receiverships, and expungement of lis pendens. Lynn has taken her significant securities and real estate litigation background and now successfully defends securities-related real estate matters.    

A Practical And Efficient Approach To Litigation In A Variety Of Forums

Lynn has vast experience in all aspects of the litigation process, from commencement of the case, challenging the pleadings when necessary, handling all aspects of discovery, substantive motion practice, and participating in mediations, trial preparation, and trial. She handles day-to-day management of all her litigation matters, and her clients appreciate her timely contact about developments of the litigation.

Lynn is versatile and creative in her settlement approach, taking into consideration both legal and business strategies. She is preferred for developing settlement structure options unique to the particular case. 

Lynn has litigated matters in both federal and state courts throughout California and other U.S. jurisdictions, and has also participated in several arbitrations. Lynn has participated in several multi-week trials in both federal and state courts, including a six-month jury trial in Orange County Superior Court.

On the international front, her matters have involved complex insurance coverage of foreign-based insureds and insurers, including those in Germany, Australia, and England. 

Representative
Matters

Securities And Fraud Litigation

Represented the prevailing developer in Salameh, et al. v. Tarsadia Hotels, et al. (Case No. 11-55479), in which the Ninth Circuit affirmed the dismissal of the plaintiffs' security and common law fraud claims finding that they did not allege sufficient facts that would demonstrate that the condominium-hotel units at issue constituted a "security." This was the first Ninth Circuit published opinion to address squarely whether the sale of a condominium-hotel unit constitutes the sale of a security and the 9th Circuit concluded that it did not.

Prosecuted and defended cross-action, resulting in favorable settlement for clients involving claims of securities litigation, partnership dispute, and fraud claims.

Defended and resolved several Securities and Exchange Commission enforcement actions and investigations.

Settled claims against several officers and directors of a privately-held corporation in connection with two private placement investment opportunities being challenged as fraudulent.

Represented two individuals contending to be "finders" in connection with bringing together investors with investments. Brought lawsuit seeking to recover the finders' fee for the transactions in which they were successful. Issues involved whether the fee was legal under the Securities Exchange Act.

Represented a company and an individual in connection with an investigation by the Securities and Exchange Commission concerning purported improper reporting on public filings. Obtained a favorable resolution with the SEC.

Represented company and individuals in connection with an investigation by the Securities and Exchange Commission concerning a purported investment fraud arising out of an asserted violation of the Investment Advisor Act following the purchase of outdated Brazilian bonds by the general limited partner. Defended the individuals in SEC testimony and responded to subpoenas.

Business Torts And Unfair Competition

Represented a landowner on lender liability theories.

Defended and prosecuted unfair competition matters.

Successfully prosecuted claims for accounting involving a trust dispute and breaches of fiduciary duties.

Commenced and resolved litigation on behalf of a building supplies manufacturer in connection with claims for unfair business practices under California Business and Professions Code section 17200 and antitrust claims arising out of the distributors' change of policy.

Represented a national banking institution in suing mortgage brokers which placed loans with bank that defaulted. The claims asserted were based upon the seller's agreement and various guarantee provision by the brokers representing that information was verified with the borrowers, but which had turned out to be false. Asserted various claims for breach of contract, fraud, and negligent misrepresentation.

Partnership Disputes

Defended several members of a limited liability company against claims for accounting, breach of fiduciary duty, and violation of Corporations Code sections 17058 and 17106 brought by another member. The plaintiff member contended that it had been denied profits obtained by the other members of the LLC. Successfully defeated an attempt by Plaintiff to freeze assets by way of a Temporary Restraining Order. Obtained favorable settlement for clients.

Represented managing partner and general partner of investment partnership that had invested in ancient Brazilian bonds, which the other partners contended were of no value. Other partners filed several actions for breach of fiduciary duty, fraud, negligent misrepresentation, and violation of California Corporations Code. The Securities and Exchange Commission brought an investigation under the Investment Advisors Act of 1940. Defended the managing partner and general partner from suits and investigation.

Commenced litigation on behalf of a developer client in connection with the mismanagement of a construction project located in Southern California against developer's partners. Asserted claims for breach of contract, express contractual indemnity, and declaratory relief.

Real Estate Related Litigation Matters

Represented a hotel operator of two hotels located in connection with claims that their patrons were trespassing on the neighboring business's easement. Case resolved without payment made by client.

Receiverships

Handled various receivership actions involving the defense of and prosecution of a receivership involving various hotels.

Represented a company in numerous actions in which the client sought to take over defunct public companies through the appointment of a receiver. Successful in having a receiver appointed in several actions.

Complex Insurance Coverage

Successfully defeated multi-million dollar claim under a Director's & Officer's policy in connection with several lawsuits arising from a stock loan transaction scheme. After extensive investigation, the claim was denied and, thereafter, the insured retracted its claim.

Represented an insurance company adverse to a leading computer manufacturing company involving a claim under an Errors & Omissions policy. The claim arose out of underlying litigation in which the computer company was sued by former employees, who were treated as independent contractors, but were lawfully "employees" and entitled to benefits, including stock options.

Extensive insurance coverage analyses concerning positions taken on various types of policies, including Director's & Officer's policies and Errors & Omissions policies, on behalf of a national insurance company.

Publications &
Speaking Engagements

Publications

Appellate Decisions

Beaver v. Tarsadia Hotels, et al., 816 F.3d 1170 (9th Cir. 2016)

Salameh v. 5th & K Master Assoc., Inc. 2016 WL 4529438 (Cal. App. Ct. August 30, 2016), rev. denied Nov. 7, 2016

Salameh v. 5th Rock, LLC, et al., 656 Fed.Appx. 803 (9th Cir. 2016).

Salameh v. Tarsadia Hotels, 2015 WL 5601555 (Cal. App. 4 Dist. Sept. 23, 2015).

Royalty Alliance v. Tarsadia Hotels, 2014 WL 2212492 (2014), rev. denied Aug. 20, 2014

Salameh v. Tarsadia Hotels, 726 F.3d 1124 (9th Cir. 2013), cert. denied Feb. 24, 2014

Speaking Engagements

Awards &
Affiliations

Professional Affiliations

  • Orange County Bar Association
  • Orange County Women Lawyers Association
  • Orange County Commercial Real Estate Women (CREW-OC)

Awards & Recognition

  • Spire Award Nominee, 2014, recognizing excellence and superior performance in the commercial real estate industry in Orange County

Bar and Court Admissions

  • State Bar of California
  • United States Supreme Court
  • U.S. District Court for the Central, Eastern, Northern, and Southern Districts of California

Education

  • J.D., Pepperdine University School of Law, 1999, cum laude
  • B.A., Pepperdine University, 1995