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Philp, Ryan M.
Ryan M. Philp
Senior Counsel
P: +1.212.508.6165
F: +1.212.938.3865

Kelley Raphael


Ryan M. Philp concentrates his practice on high-stakes, complex corporate and commercial disputes, including class action and derivative litigation, securities litigation, cases arising out of M&A transactions, contests for corporate control, and other business disputes arising under federal and state law. He has represented public companies, private investment firms, financial institutions, and officers and directors in all phases of civil litigation, including jury and bench trials. Ryan also provides representation in regulatory matters and counseling in the fields of corporate governance, securities and business law. He is a frequent author and speaker on issues of corporate governance, director and officer liability and securities laws matters.

Ryan also has experience with whistleblower actions, including actions brought by the U.S. Department of Justice under the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA) and the False Claims Act. In particular, Ryan has been involved in two FIRREA matters involving loan origination and asset-backed securities.  Ryan has represented clients involved in various aspects of asset-backed securitizations in the mortgage and auto loan industry, including loan originators, underwriters, and servicers.

Prior to joining Bracewell, Mr. Philp was a member of the Securities and Corporate Governance practice group of Weil Gotshal & Manges LLP. He also served as a law clerk to the Honorable Garrett E. Brown, Jr., Chief Judge of the United States District Court for the District of New Jersey, from September 2004 through September 2005.

Representative Matters

Member of team representing videogame publisher in lawsuit brought by former Panamanian dictator Manuel Noriega alleging violation of California’s statutory and common law right of publicity, unjust enrichment and violation of California’s unfair competition law.

Member of a team representing a global asset manager, its chief executive officer and a publicly-traded affiliate in a shareholder class action challenging the fairness of a merger transaction under Delaware law.

Member of the trial team representing the sole individual defendant in one of the most high profile cases brought by the US Attorney’s Office for the Southern District of New York arising out of the mortgage crisis.

Member of a team representing a former mortgage executive in a shareholder derivative action asserting double derivative claims arising out of alleged breaches of fiduciary duty.

Member of a team representing private equity funds in litigation pending in federal court in California against the former officers and directors of a publicly traded company for breach of fiduciary duty in causing the failure of the company.  Mr. Philp also is a member of the team that is defending the funds, their investment manager and its principals in retaliatory actions filed in California state court, as well as in related interlocutory appeals in the Court of Appeals for the Ninth Circuit.

Acted as the lead associate for a large computer software company in connection with several New York state and city investigations and subpoenas served by several regulators.  He led the internal investigation and the company’s response to the subpoenas, including the presentation of witnesses and other factual matters.  The investigations concluded without any adverse action against the company.

Member of a team that advised an investment advisor regarding its extensive portfolio of customer-held RMBS, including assessment of all potential claims (put-back, state and federal securities laws and common law) and active monitoring of nationwide RMBS litigations. 

Member of a team that represented a large private equity firm, on behalf of its managed funds, in litigation regarding the sale of assets pursuant to Section 363 of the Bankruptcy Code.

Member of a team that represented a bank executive in federal securities class action and parallel state shareholder derivative action arising out of alleged misstatements regarding mortgage loan losses.

Member of a team that represented a municipality in federal litigation against several monoline insurance companies.

Lead attorney representing a private equity firm and its chief executive officer in a derivative litigation asserting breaches of fiduciary duty under Delaware law, as well as fraud and negligent misrepresentation.

Lead associate on a team that obtained a favorable settlement in litigation and mediation of post-closing indemnification claims made pursuant to a Stock Purchase Agreement.

Lead attorney that represented a private equity fund as plaintiff and defendant in several related state court litigations arising out of numerous real estate transactions.

Member of a team that represented a creditors committee in an adversary proceeding involving bankruptcy law avoidance claims that culminated in a six month bench trial.

Member of a team that represented private equity firm and its agents acting in their capacities as directors of an affiliated entity in a Multi-District Litigation involving federal securities fraud claims, state law fraud claims, and RICO claims.

Member of a team that represented a private equity fund in a case involving claims arising out of a third-party's reliance on agreements and promises that raised issues regarding the extent to which lenders can rely on information learned in their due diligence.

Publications and Speeches

"New York Adopts Delaware Standard for Going-Private Transactions," Bloomberg BNA, May 25, 2016

"Two Recent Delaware Decisions Further Illustrate the Scope of Section 220 Discovery," Bloomberg BNA, April 27, 2016

“Delaware Court Holds Interested Directors Liable for ‘Fairer Price’ in Going Private Transaction,” Transaction Advisors, September 2015.

“Scope of Section 220 Discovery After Wal-Mart,” New York Law Journal, July 13, 2015.

"Delaware Court Establishes "Taxonomy" For Controlling Stockholder Claims," Transaction Advisors, November 2014.

"Second Circuit Reinforces High Pleading Burden for Director Duty of Oversight Claims," Consumer Finance Law Quarterly Report, Vol. 68, No. 1 (2014).

"Extraterritorial Application of U.S. Securities Laws," Financial Fraud Law Report, September 2014.

"Delaware Court Clarifies Director and Officer Liability in M&A Transactions." Transaction Advisors 2.3 (2014).

"Delaware Supreme Court Confirms the Path to Business Judgment Review in Controlling Stockholder Transactions." Transaction Advisors 2.2 (2014).

Supreme Court Holds That Proof of Materiality is Not a Prerequisite to Certification of Fraud-on-the-Market Securities Class Actions, Consumer Finance Law Quarterly Report, Vol. 67, Nos. 1 & 2 (2013).

Speaker, Allergan/Valeant Deal & Delaware Litigation, hosted by CRT Capital Research, July 23, 2014.

Speaker, Cooper Tire/Apollo Tyres Deal & Delaware Litigation, hosted by CRT Capital Research, Nov. 1, 2013.

Panelist, "Does a New Era of Ponzi Scheme Fraud Necessitate Heightened Regulation?", New York American Inn of Court, Apr. 15, 2010.

Panelist, “The Future of Securities Regulation under the Obama Administration: A Critical Analysis of Key Legislative Proposals,” New York American Inn of Court, Mar. 26, 2009.

"Silence At Our Expense: Balancing Safety and Secrecy in Non-Disclosure Agreements," 33 Seton Hall L. Rev. 845 (2003).


J.D., cum laude, Order of the Coif, Seton Hall University School of Law, 2003
B.A., cum laude, Loyola College in Maryland, 2000

Bar Admissions

New Jersey
New York

Court Admissions

U.S. Courts of Appeals for the 2nd and 9th Circuits
U.S. District Court for the Southern, Eastern and Northern Districts of New York
U.S. District Court New Jersey


Senior Symposium Editor, Seton Hall Law Review
Member, Corporate Governance Committee, ABA Business Law Section
Member, Delaware Business Law Forum, ABA Business Law Section
Member, Governance Issues of Distressed Companies Sub-Committee, ABA Business Law Section
Member, Special Committees and Investigations Sub-Committee, ABA Business Law Section