Walter A. "Tod" Dodgen

Tod is a veteran trial lawyer who represents companies and stakeholders involved in complex business disputes. He has appeared as lead counsel in more than thirty states and various international tribunals and has a proven track record of creative and aggressive representation, especially from the plaintiff’s side of the “v.” Tod has navigated successful outcomes in bet-the-company cases in the cryptocurrency, software, artificial intelligence, datacenter, real estate, oil and gas, firearms, healthcare, pharmaceutical, and government contracts industries. His skill set covers a broad spectrum of substantive areas, including business torts, corporate governance/derivative litigation, litigation arising from merger and acquisition transactions, commercial contract disputes, and matters involving the acquisition, sale, and development of commercial real property.

Over the last decade, Tod has developed a national reputation representing investment funds, venture and private equity firms, portfolio companies, and their principals in high-stakes litigation involving billions of dollars in exposure. Praised for his creative and aggressive approach, understanding of complex investment structures, and appreciation of risk, Tod routinely handles disputes involving fund formation, governance, corporate control, investor rights, acquisitions, and derivative instruments. He has tried numerous jury and non-jury cases involving investment funds to successful verdict.

Tod frequently litigates matters of first impression involving novel legal theories and emerging industries, and his skills as a litigator have earned him recognition by Super Lawyers in the area of Business Litigation, Best Lawyers in America, Legal 500, and an AV Preeminent™ Rating by Martindale-Hubbell. His national practice is based out of the firm’s offices in Jackson, WY, Nashville, TN, and Huntsville, AL. 

Recent media coverage of representative matters:

• https://news.bloomberglaw.com/bankruptcy-law/nicklaus-tied-family-office-wins-auction-for-bankruptcy-assets
• https://www.law360.com/articles/1735163/investors-sue-juul-in-del-chancery-to-stop-note-conversion
• https://www.maynardnexsen.com/Contractor cant DQ Maynard Nexsen from Bias Case - Law360.pdf
• https://www.natlawreview.com/article/matter-first-impression-delaware-superior-court-calculates-value-cryptocurrency-25
• https://www.law360.com/articles/1484702/del-judge-awards-25m-in-novel-crypto-pay-damage-suit
• https://www.bloomberg.com/news/articles/2017-12-15/palantir-investor-says-company-sabotaged-stock-sale-to-chinese
• https://www.washingtonpost.com/national/2019/07/20/opioid-files/?arc404=true
• https://www.google.com/amp/s/www.policymed.com/amp/2016/07/more-opioid-pill-shipment-settlements.html
• https://mynbc15.com/news/local/judge-dr-horton-destroyed-evidence-in-civil-case

Investment Fund Representative Matters

• Global investment firm principal in five week jury trial in Beverly Hills, CA, over purported ownership in current and future funds
• Global technology investment firm in $350M tortious interference case filed by early-stage investor and secondary seller in Delaware Superior Court
• Global technology investment fund in breach of contract action in Delaware Superior Court arising from forced $1.9B debt conversion
• Global technology investment fund in arbitration against founder arising from breach of forward agreement to acquire shares in late-stage technology company
• Global technology investment fund in dispute arising from convertible note, investor rights and breach of fiduciary duties by founder and interested board members
• Global technology investment fund and founder in dispute over residual assets and board control after liquidity event in late-stage technology company
• Investment fund and former board member in breach of fiduciary duty dispute against founder and current directors
• Global investment firm in acquisition dispute over the sale of pharmaceutical company to foreign investor in California state court
• Foreign investment fund in ownership, control, and investor rights dispute pertaining to rare metal rights in Zambia.

Complex Business Representative Matters

• Biometric technology firm in breach of contract action in Delaware Superior Court against cryptocurrency issuer raising damages issue of first impression
• National pharmaceutical cooperative in the seminal opioid litigation filed by the state of West Virginia arising out of the opioid epidemic
• National pharmaceutical cooperative in the Opioid MDL and various related state court proceedings
• Portfolio software company and 26 worldwide subsidiaries in six week bench trial over an earn out provision and fraud claims arising out of asset purchase transaction
• Publicly traded jet engine manufacturer in two week jury trial arising out of post-merger indemnity obligations of founding shareholders
• Purchaser of demilitarized F-5 aircraft in a theft, fraud and title dispute involving parallel litigation proceedings in Oklahoma state court, Florida state court and federal bankruptcy court
• Sellers against publicly traded Fortune 300 company in nine-figure fraud-in-the-inducement acquisition dispute; obtained adverse jury instruction against chairman of board for intentional destruction of evidence
• Former bank director in breach of fiduciary duty and fraud action filed by the FDIC and companion coverage dispute arising out of bank’s regional loan portfolio at the time of the 2008 financial crisis
• Majority owner in oil and gas service provider in derivative/breach of fiduciary duty litigation arising from the BP oil spill
• Minority owners of payment processing technology company in corporate oppression and derivative litigation against majority shareholder
• Founding shareholders and provider of health care services to a Latin American government in a fraud and RICO case pending in federal district court and involving three related state court proceedings

IP Representative Matters

• Cosmetics company in trademark and trade dress infringement litigation in First and Eleventh Circuits
• Minority owner of international cryptocurrency firm in shareholder and IP disputes in Bermuda and New York
• Firearms manufacturer in trademark infringement/licensing litigation against national wholesaler and in subsequent bankruptcy proceeding
• Licensee of biometric technology in patent infringement action
• International commercial ink and printer manufacturer in post-merger arbitration arising from earn out provision and distribution agreement

Real Property Representative Matters

• Foreign EV battery manufacturer in connection with force majeure invocation during development of US manufacturing facility arising from change in US law
• National data center developer in various disputes arising from proposed moratoriums
• Auction company in parallel proceedings in Panama, Texas and Alabama arising out of sale of Panamanian resort
• Developer of $$100M project in litigation by adjacent property owner seeking to prevent construction
• Developer of $35M multifamily project in fraud dispute with equity investor
• Purchaser of multi-family property in fraud litigation
• Owner in multi-state litigation with tenant over lease termination
• National retail tenant in litigation over redevelopment of $50M retail facility
• Retail tenant in national multi-location lease termination dispute
• Owner of 330,000 square foot distribution center in dispute with developer
• Seller in earn out dispute related to sale of 550,000 square foot retail facility

High Net Worth Divorce

Tod has a niche practice advising high-net-worth individuals contemplating or involved in divorce proceedings. Applying aggressive strategy and skills from complex business cases, Tod has handled and resolved cases involving some of the most significant marital estates in the southeast. He utilizes the most recognized financial and trust experts in the country and is adept at implementing creative strategy and achieving settlements that preserve existing ownership, control and financing of business and real estate entities and generational family wealth. 

Representative Decisions:

• Diamond Fortress Technologies, Inc., and Charles Hatcher, II v. EverID, Inc., C.A. No. N21C-05-048 PRW CCLD, 2022 WL 1114528 (Del. Super. Ct. Apr. 14, 2022)
• KT4 Partners LLC v. Palantir Technologies Inc. and Disruptive Technology Advisers LLC, C.A. No. N17C-12-212 EMD CCLD, 2021 WL 2823567 (Del. Super. June 24, 2021)
• Wyndham Vacation Resorts, Inc. v. Wesley Financial Group, LLC, No. 6:21-cv-2106, 2023 WL 348889 (MD. Fla. Jan 20, 2023)
• D1 Jasper Holdings LP, et al. v. JUUL Labs, Inc., C.A. No. 2023-1060-NAC (Del. Super 2023)
• West Virginia ex, rel. Morrissey v. AmerisourceBergen Drug Corp., 2013 W6 1305575 (S.D. W. Va. Mar. 27, 2013)
• Rismed Oncology Systems, Inc. v. Daniel Esgardo Rangel Baron, 638 Fed. Appx 800 (11th Cir. 2015)
• United States ex rel. Wilson v. Crestwood Healthcare, L.P., No. CV–11–S–3361–NE, 2012 WL 1886351 (N.D. Ala. May 18, 2012)
• Ex parte Bentley, 50 So. 3d 1063 (Ala. 2010)
• Intergraph Corp. v. Bentley Systems Inc., 58 So. 3d 63 (Ala. 2010)

Community & Professional

• Huntsville Museum of Art, Board of Directors, Past Vice-Chair, Trustee Emeritus
• Downtown Huntsville, Inc., Board of Directors
• Teton Mountain Lodge, former Board Member
• United Cerebral Palsy of Huntsville, Past President
• Huntsville/Madison County Land Trust, former Board Member
• Leadership Huntsville/Madison County – Class 22

Recognition

• Mid-South Super Lawyers for Business Litigation (2016-Present)
• The Best Lawyers in America® for Commercial Litigation (2021-Present); Litigation - Real Estate (2024-Present)
• Alabama Super Lawyers for Business Litigation (2014-2015)
• Legal 500
• AV Preeminent™ peer review rating in Martindale-Hubbell