Aaron G. Thomas

Aaron is a partner in Taft’s Commercial Litigation practice and serves as the Minneapolis group chair. He represents a broad range of corporate clients in all manners and phases of high-stakes and complex commercial litigation, from pre-trial motion practice through trials and appeals. As part of his litigation practice, Aaron has successfully handled a variety of significant matters involving federal securities and derivative suits, corporate governance and shareholder disputes, employment and trade secret claims and litigation arising from large commercial transactions and leases.

While Aaron is a seasoned litigator with a proven track record of success inside the courtroom, his principal focus is on serving as a trusted business advisor to his clients.  In every matter that Aaron handles, he works closely with his clients to tailor winning strategies aimed at achieving their existing and future business goals. As a business counselor, Aaron has guided and spearheaded internal investigations and worked hand-in-hand with his clients to improve internal controls and develop and implement corporate policies and procedures directed at mitigating future risk and liability while maximizing the clients’ prospects for long term growth and success.

Aaron represents individual and corporate clients, from small startups to large multinational corporations, in all manner of complex corporate and commercial disputes, including matters involving securities and derivative claims, corporate governance, shareholder and partnership disputes, employment contracts, debt instruments, commercial real estate and general contract claims. His current and recent representative work includes:

• Successfully achieving, on a motion to dismiss, the dismissal of all shareholder-derivative claims asserted against 14 current and former officers and directors of a Fortune 500 Company.
• Successfully representing one of the premier junior capital providers in the U.S. in its enforcement of a put-right provision obligating a corporation to redeem the client’s shares of Series A Preferred Stock.
• Prosecuting a complex commercial mortgage foreclosure and breach of contract ligation on behalf of a national bank and obtaining damages in excess of $12 million on summary judgment.
• Successfully defeating a motion to enjoin the construction of a premier residential tower in downtown Minneapolis.
• Successfully defending a national bank against tortious interference and related claims in a multimillion-dollar litigation stemming from a commercial borrower’s attempt to sell bank collateral.
• Assisting in the successful defense one of the country’s largest coffee retailers in connection with a shareholder’s exercise of dissenters’ rights following a short-form merger, a transaction valued at $340 million.
• Assisting in the successful representation of a large bottling company in connection with shareholder derivative suits challenging its merger with one of the world’s largest food and beverage companies, a transaction valued at $7.8 billion.
• Successfully defending, at trial and on appeal, a commercial landlord’s efforts to evict a large commercial tenant for its alleged material breaches of a lease and obtaining an award of attorneys’ fees and costs.
• Obtaining summary judgment in favor of a commercial landlord with respect to its claims for anticipatory breach of a lease agreement, specific performance and declaratory judgment.
• Successfully defending an action commenced by a commercial tenant for alleged violations of a declaration of easements and restrictions and a reciprocal easement and operating agreement.
• Successfully defending an engineering firm against a multimillion-dollar negligence claim asserted by a city following a slope failure at an MSW landfill.
• Successfully defending claims that a national bank succeeded to declarant liabilities for alleged construction defects involving a large condominium project after the execution of a deed in lieu of foreclosure agreement.

Aaron also has significant experience navigating the many legal issues affecting religious organizations. Over the past several years, Aaron has worked with other members of his commercial litigation team to develop and coordinate state-of-the art, step-by-step processes and procedures for efficiently and effectively: identifying and investigating clergy abuse; working with key Church governance councils; developing and implementing crisis management and media strategies; creating and adopting innovative and leading child protection policies and protocols; and successfully representing an archdiocese in all manner of high-stakes legal proceedings, achieving unprecedented results in the process. His current and representative work includes:

• Working with the leadership of Catholic entities to help institute key reforms aimed at protecting children, restoring trust of the Faithful in the local Church, caring for victims and enhancing transparency.
• Investigating the factual and legal merits of historical accusations against an archdiocese spanning a period of more than 70 years.
• Preparing hundreds of claim-by-claim analyses to assess claim value, credibility, cognizability, third-party liability, fault allocation and other potential legal challenges to aid successful negotiations of hundreds of abuse claims and coverage challenges.
• Navigating the key challenges in a large diocesan bankruptcy case and, in the process, successfully defending every single first-impression challenge asserted against the debtor, including defeating efforts by the creditor’s committee to: (i) substantively consolidate all of the parishes and Catholic entities and schools within the archdiocese’s region; (ii) petition for derivative standing to pursue avoidance actions; and (iii) pursue confirmation of a competing plan that sought to essentially liquidate the archdiocese.
• Assisting in the resolution of a bankruptcy case that required the navigation and resolution of disputes among a dizzying number of different constituencies, including more than 420 abuse claimants and hundreds of parishes, benefit plan claimants, insurers and other interested parties. In the process, negotiated the largest insurance buyback and settlement agreements of any diocesan bankruptcy case, settled disputes with trustees of the archdiocese’s medical benefit plan, resolved claims against the archdiocese’s general insurance fund, negotiated disputes over ownership of bequeathed funds and achieved compromise on inter-parish loan fund claims.
• Achieving a consensual plan of reorganization on behalf of an archdiocese that includes unprecedented insurance settlements and calls for a historic trust containing more than $210 million for victims while protecting parishes and Catholic entities through broad channeling injunctions.

• Co-Author, “Duty to Mitigate,” Minnesota State Bar Association Deskbook on Business Disputes: Claims & Remedies (2d ed. 2015, updated 2019)