Mark R. LeeExpert Witness and Consulting Attorney

Expert Witness · Consulting Attorney · Arbitrator · Professor of Law

Expert testimony in corporate, business organization, securities, and antitrust law.

A highly regarded expert witness and consulting attorney, Professor Lee is an expert in Corporate Law, Business Organizations, Securities Regulation, and Antitrust. His ability to make complex ideas readily understandable to jurors, judges, and arbitrators has helped lawyers achieve success in a wide variety of cases in each area of his expertise.

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Portrait of Mark R. Lee

What His Clients Say

“Professor Lee was retained in connection with an extremely complicated business dispute matter. Professor Lee was one of the best, possibly the best, expert retained by our office during the past 30 years. He carefully researched the law and carefully studied the facts to familiarize himself with all issues in order to provide thorough and thoughtful expert opinions. From his deposition testimony, it was clear that Professor Lee had gone above and beyond the scope of his expert designation and the assigned task. Throughout the process, he showed compassion and genuine care for the client.”

Fay PughLaw Offices of Saul Reiss, P.C. · Los Angeles, CA

“Mark greatly assisted me as an expert witness in a dispute related to the issuance and purchase of securities. He is very knowledgeable in the law and regulations related to such matters, quickly identified and smartly addressed the key issues, and was very responsive and a pleasure to work with. I would not hesitate to consult with Mark again.”

Phillip C. SamourisPartner · Higgs Fletcher & Mack LLP · San Diego, CA

“Our client, through our firm, retained Professor Mark Lee to perform a detailed and thorough analysis of equity issues that was required to make a full and thorough assessment of litigation risk and strategy. Professor Lee served as the ideal expert—he was efficient, professional and performed his work with the highest of integrity. When his analysis was complete, he provided a detailed report that our client used to make truly integral business decisions about the litigation at issue. Professor Lee made his knowledge accessible to all with whom he interacted—a skill that is often lost with experts performing complicated analyses.”

Christie Del Rey-ConeCerasia & Del Rey-Cone LLP · New York, NY

Litigation Successes

“Professor Lee is like the Adam Wainwright of the legal game. He’s been winning for years and every time you see him suit up for the opposing team you just know it’s going to be a tough afternoon!”

Justin Shields, Esq. · Global Trade Advisor at EY
Practice area
Business Organizations
Retained by
Counsel for the airport authority

Napa County v. 3030 Airport Rd., LLC

The lease for an airport hangar prohibited the leasing of space for airplanes owned by anyone except the tenant, a limited liability company. Nevertheless, the tenant leased space for airplanes owned by many others, claiming that since all of them became nominal “members” of the LLC, the hangar lease permitted the tenant to lease space to them. Counsel for the airport authority retained me to consult and to provide expert testimony on whether nominal “members” who lacked any equity interest or voting rights qualified as members.

Outcome: The airport authority won possession, several hundred thousand dollars in damages, plus attorney’s fees.

Practice area
Business Organizations
Role
Testifying expert and consultant
Retained by
Counsel for the store owner

Nguyen v. The Garden, LLC

The owner of marijuana stores borrowed money from the family of one of her employees. After the money was repaid with interest and the store proved profitable, the family claimed that the money was the purchase price of an equity interest in one of the stores, an equity interest worth more than $1 million. According to the family, the family-member employee had sold them the equity interest as agent of the owner. This claim raised issues not only about the authority of the employee, but also issues arising under the securities laws.

Outcome: My arguments prompted the court to dismiss the family’s securities law claims. The parties settled the remaining claims, the family receiving nothing.

Practice area
Corporations
Retained by
The company’s general counsel

Non-Vested Stock Options

A major pharmaceutical company terminated a high-level executive. Claiming that the termination resulted from national origin discrimination, the executive sought “front pay,” including the value of hoped-for, but-yet-to-be-vested stock options, options he asserted were worth millions. The company’s general counsel engaged me as an expert to rebut the executive’s claims. My report showed that, even if the discrimination could be proven, it was doubtful that the executive was entitled to “front pay,” and it was certain that any such front pay could not include the value of hoped-for, but-yet-to-be-vested stock options.

Outcome: The executive settled for pennies on the dollar.

Practice area
Business Organizations
Retained by
U.S. Attorney’s Office

United States v. Miller

A partner appropriated partnership assets for his own use. The United States charged him with multiple counts of criminal fraud. The partner’s principal defense was that he was entitled to use the assets. When the partner’s counsel notified the US Attorney’s office that he would offer the expert testimony of a high powered Los Angeles lawyer in support of the defense, the US Attorney’s office engaged me to consult and to provide expert rebuttal testimony. On the eve of trial, the partner’s counsel notified that he would not call the Los Angeles lawyer.

Outcome: The jury convicted the partner on all counts.

Practice area
Securities Regulation
Retained by
Counsel for the investor

Securities Law Fraud Claim

Based on what turned out to be material misrepresentations, a too-trusting investor paid hundreds of thousands of dollars for preferred stock which he never received. The fraudsters responded to the claim of misrepresentation with defenses purportedly rooted in securities law. The entire burden of advancing these defenses fell to the fraudsters’ expert witness, an experienced securities law attorney. Counsel for the investor engaged me as his expert witness. At the deposition of the fraudsters’ expert witness, my expert consulting services dismantled the purported securities law defenses.

Outcome: On the eve of my deposition, the fraudsters offered to settle for 90 percent of what the investor sought, and the investor agreed to the settlement.

Practice area
Antitrust
Retained by
Lawyers for the park district

Defense of a Park District

A park district found itself the target of a $10 million antitrust suit. Efforts to dispose of the suit short of trial proved futile. In fact, these efforts generated judicial opinions strongly suggesting that the park district had committed several antitrust offenses. A renowned antitrust professor advised the lawyers for the park district that it would unquestionably lose the upcoming trial on the merits. The lawyers, experienced litigators, but antitrust neophytes, summoned me to their office. They required (1) an intensive course in antitrust law and its application to their case; (2) a general strategy for trial; and (3) a plan for eleventh hour discovery and investigation that would give them the ammunition that this strategy demanded.

Outcome: Judgment for the park district on all counts. The plaintiffs agreed to forego appeal in return for the park district’s agreement to forego antitrust claims against the plaintiffs.

Practice area
Antitrust
Retained by
The physician’s lawyers

Medical Malpractice Insurance

A hospital chain revoked the admitted privileges of a physician in good standing because he had declined to purchase malpractice insurance from a carrier favored by the chain. The physician sued claiming that the malpractice carrier had violated Section Two of the Sherman Act and that it had conspired with the hospital chain in violation of Section One. The physician’s lawyers, having never litigated an antitrust claim, failed to establish much of a case by the time discovery had ended. The high-powered lawyers for the insurance carrier and the hospital chain moved not only for summary judgment but for Rule 11 sanctions against the lawyers. With two weeks remaining before the opposition to summary judgment was due, the lawyers engaged me to write it.

Outcome: Summary judgment denied. Request for sanctions denied.

Transactional Successes

Practice area
Corporations
Retained by
The bank’s board of directors

Advising re: Hostile Takeover

The directors of a highly lucrative bank were confronted with unwelcome attentions of an expansion-minded bank holding company. The target bank’s chairman, who was about to retire, had solicited the holding company’s interest with the hope that a takeover would permit him to easily convert his bank stock into cash. Knowing that the other directors were disinclined to sell the bank, he secured an opinion from his personal lawyer that the board was obligated to let the shareholders know of the holding company’s approach. At the urging of the bank’s general counsel, the directors sought my help.

I furnished an opinion that not only contradicted the one given by the chairman’s lawyer, but suggested that the board might well be obliged to keep the holding company’s approach confidential due to its preliminary and highly conditional nature. I also advised the board about its response to the holding company’s approach, in particular how to honor its fiduciary duties without encouraging a takeover.

Outcome: The chairman gave up his push for disclosure to the shareholders, he and the other directors reached an understanding about his bank stock, and the holding company turned its attention elsewhere.

Practice area
Securities Regulation
Retained by
Company management

Private Placement to Fund Expansion

The management of a publicly held company feared that its strategic expansion plan would founder on the securities laws. The plan called for the company to arrange financing for the lease and purchase of medical equipment and facilities via a private placement of securities. The company’s investment bankers advised, however, that to implement this plan, the company would have to register as a securities broker in a slew of jurisdictions. Such registration would have subjected the company to onerous, continuing regulation involving huge compliance costs and greatly increased exposure to litigation. The architect of the company’s plan—with the encouragement of the company’s general counsel—hurriedly requested my help.

Outcome: I devised a method whereby management could pursue almost all its strategic goals without registering as a broker, thus saving the company substantial compliance costs and significantly reducing its potential exposure to litigation.

Organizing Businesses

Aquitus Analytica, LLC

Multi-generation family members decided to start a data analytics business. I advised them about choice of organization form, governance, and dissolution planning as well as finance and tax considerations.

Midwestern Law Firm

Midwestern law firm organized as a limited liability company planned to have some of its lawyers engage in ongoing practice in California which does not permit law firm LLC’s. I advised the firm about its options, including reorganization.

Rimgate, Inc.

Advised founders of communications technology start up about governance, financing, tax considerations, and dissolution planning. Drafted articles of incorporations, by-laws, private placement memorandum, and contracts with vendors.

4-Man Films, LLC

Advised founders of this film production company about governance, limiting liability, tax considerations, and dissolution planning. Drafted articles of organization and operating agreement.

Steve Lee & Associates

Advised founder of forensic consulting company about governance, limiting liability, tax considerations, and choice of organizational form. Drafted articles of organization and operating agreement.

Ultimate Satellite, LLC

Advised founders of internet service provider about governance, tax considerations, and choice of organizational form. Drafted articles of organizations and operating agreement.

Sample Retentions

Professor Lee has testified or consulted in connection with a wide variety of matters, including:

Corporations

  • Fiduciary duties
  • Hostile takeovers
  • Freeze-outs

Business Organizations

  • Organizing and advising varied start-ups
  • Reorganizing an Illinois LLC law firm so that it could offer services in California
  • Partner’s rights in partnership property

Securities Regulation

  • Private placements
  • Sale of restricted securities

Antitrust

  • Challenges to payments by large pharmaceutical companies to producers of generic drugs
  • Distributor terminations
  • Revocation of hospital privileges

About Professor Lee

Professor Lee teaches Corporations, Unincorporated Business Organizations, Securities Regulation, Antitrust, Law and Economics, and Criminal Law. He is Professor of Practice at the University of San Diego School of Law.

Professor Lee has also taught at Georgetown, Colorado, and eight other law schools in the United States. In addition, he has taught at law schools in Belgium, England, Germany, and Italy in part thanks to a Fulbright Senior Scholar Award and a Belgian National Fund for Scientific Research Award.

He has served as an expert witness in cases all over the United States, from Philadelphia to Los Angeles, from Anchorage to Dallas. Even lawyers in Hong Kong have retained Professor Lee.

Professor Lee’s publications include Organizing Corporate & Other Business Enterprises (6th ed.) (LexisNexis 2000/updated annually) (with L. Gross) and Antitrust Law and Local Government (Greenwood Press 1985).

The Governor of Illinois appointed Professor Lee to the Illinois Blue Ribbon (Stigler) Telecommunications Task Force on which he served from 1990 to 1991, and the Chairman of the Illinois Commerce Commission appointed him to the Task Force on Utility Regulation Reform on which he served from 1982 to 1984.

Prior to joining academe, Professor Lee practiced as an attorney in the Antitrust Division of the United States Department of Justice and as an Assistant Attorney General of Texas.

Publications

Books

Organizing Corporate and Other Business Enterprises

6th ed. (LEXIS, 2000, updated annually) (with L. Gross)

Antitrust Law and Local Government

Greenwood Press, 1985

Articles

  • The Regulatory Ratchet: Why Regulation Begets Regulation—Fatal Flaw in the Market for Health Care, 87 U. Cin. L. Rev. 723 (2019). Read online
  • Oil Price Shocks, Antitrust and Politics: The Supply of Petroleum and the Demand for Regulation, 15 S. Ill. U.L.J. 529 (1991).
  • Antitrust and Commercial Arbitration, 62 St. John’s L. Rev. 1 (1987).
  • Local Government Practices and the Antitrust Merits, 39 U. Miami L. Rev. 589 (1985). Read online [The editors of this review garbled my manuscript and then printed it without my permission. The non-garbled version appears at 1985 S. Ill. U.L.J. 455.]
  • Antitrust: Market Definition, The Section Two Offenses and Literalism, 57 Chi.-Kent L. Rev. 25 (1981). Read online
  • Economic Regulation of Business: The Seventh Circuit’s Non-Economic Approach, 56 Chi.-Kent L. Rev. 205 (1980). Read online
  • Antitrust: A Collage of Vertical Territorial Restraints, Tying and Monopoly “Misuse,” Arbitrability, and the General Dynamics Defense, 55 Chi.-Kent L. Rev. 1 (1979).
  • Right to Effective Counsel: A Judicial Heuristic, 2 Am. J. Crim. L. 277 (1974).

Additional Publications

  • Legalines: Corporations (keyed to Choper, Coffee & Gilson) (Harcourt Brace Jovanovich, 2008).
  • Legalines: Antitrust (keyed to Handler, Blake, Pitofsky & Wood) (Harcourt Brace Jovanovich, 2004).
  • Report of the Illinois Blue Ribbon Telecommunications Task Force (Illinois Commerce Commission, 1991) (co-author).
  • Ernst Rabel, Unprinted Lectures, 50 Rabels Zeitschrift 251 (1986) (edited with Thieme).

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