Thad Behrens

Thad Behrens


Thad is US Co-Head of Commercial Litigation and Managing Partner of Dallas.

Thad is a seasoned trial lawyer to whom clients turn for their most challenging litigation matters. He focuses on the representation of companies, boards of directors, executives and underwriters in high-stakes commercial disputes, including securities class actions, shareholder derivative cases, M&A litigation, tender offer litigation, proxy contest lawsuits, bankruptcy litigation and internal investigations.

He also has extensive experience in defending class actions involving consumer protection, environmental issues, healthcare and telecommunications.

He has won major victories for some of the most recognizable companies in the U.S. For example, Thad obtained dismissals for two matters on behalf of Tenet Healthcare, a securities case and the other a medical care case. He also won a putative environmental class action lawsuit for AT&T by first obtaining denial of class certification and then securing voluntary dismissal of the lawsuit. Thad led the successful defense of the National Football League (NFL) in a consumer class action brought by ticketholders to Super Bowl XLV—first obtaining a denial of class certification and then winning the subsequent federal jury trial against the remaining individual plaintiffs. He also obtained summary judgment for the NFL in two different lawsuits brought in Texas state courts by a fantasy football convention company.

Thad has also led BP Products North America, Inc. to victory by defeating class certification and securing a voluntary dismissal in a $10 billion environmental litigation brought by property owners who claimed to have been harmed by alleged air emissions from one of the company’s oil refineries.


Representative matters

Securities and Shareholder Litigation

Obtained complete defense verdict denying all claims in arbitration brought by a bankruptcy litigation trustee alleging claims of breach of fiduciary duty against former public company CFO.

Defending the directors and officers of BlockFi, Inc., a cryptocurrency lender, in a putative securities class action involving BlockFi interest accountholders.

Defending oil and gas company in connection with an SEC investigation related to a financial restatement. 

Defending the underwriter syndicate in securities class action litigation alleging misstatements and omissions in the registration statements for Reata Pharmaceuticals, Inc.’s secondary public stock offerings.

Defended an international chemical manufacturer against a putative class action pending in Texas state court alleging violations of the federal Securities Act of 1933 in connection with two public stock offerings.

Defending an oilfield services company against securities class actions in Colorado state and federal courts alleging misstatements in connection with the company’s initial public offering.

Obtained dismissal of securities class action filed against Tenet Healthcare challenging disclosures arising from a regulatory proceeding.

Defended underwriter syndicate in securities class action litigation alleging misstatements in the registration statements for Adeptus Health, Inc.’s public stock offerings.

Defended consumer finance company and its directors and officers in two securities class actions challenging disclosures related to compliance with the Federal Reserve’s CCAR program and alleged accounting misstatements.

Won dismissal, with prejudice, of all claims for Match Group Inc. and its directors in a federal securities class action arising from an initial public offering regarding alleged representations related to the strength of the non-dating segments of the company’s business.

Defended private exploration and production company in a shareholder derivative lawsuit challenging the acquisition of oil and gas working interests.

Defended national dairy processor in shareholder derivative suit alleging that the board of directors breached fiduciary duties in connection with purported antitrust violations by the company.

Obtained dismissal of the suit on grounds that shareholders failed to make required demand or show that demand was futile.

Defended worldwide pump manufacturer in a securities class action arising from multiple accounting restatements. Obtained order from Dallas federal court denying class certification and granting summary judgment in favor of defendants. After the appellate court remanded the case for further proceedings and rejected plaintiffs’ damages theory, achieved settlement.

Obtained a dismissal of a putative securities class action brought under Section 10(b) of the Securities Exchange Act of 1934 against an e-commerce software company, its public subsidiary, and certain directors and officers alleging a lack of internal controls, improper revenue recognition, and undisclosed sales and product problems. In a companion case under Section 11 of the Securities Act of 1933, we successfully opposed class certification on grounds that the proposed class representatives lacked standing to sue and that the proposed representatives and their counsel were inadequate, after which the remaining individual plaintiffs dismissed their cases. The dismissal was affirmed on appeal by the Fifth Circuit in a groundbreaking decision restricting which investors have standing to sue in publicstock offering cases.

Obtained temporary restraining order against insurgent shareholders who had launched a proxy contest to unseat three directors of an independent oil and gas company. Restraining order prompted immediate settlement whereby proxy contest was withdrawn.

Obtained dismissal on behalf of a chair manufacturer and its officers and directors of class action lawsuit alleging violations of Texas securities laws.

Obtained complete refund of investment on behalf of hedge fund client in a suit for securities violations related to a PIPE transaction.

Prosecuted and defended related fiduciary duty lawsuits in Texas and California between business partners in a limited liability company in the pharmaceutical industry. Secured ouster of chief executive officer and installation of new management, after which a favorable settlement was reached.


Internal Investigations

Conducted internal investigations on behalf of boards of directors or special committees of various public companies and investment funds related to corporate governance, fiduciary duties, accounting issues and antitrust issues.


Class Actions

Defeated class action bid for AT&T in a suit in federal court in Houston brought by property owners alleging that AT&T telephone cable buried underneath their properties—pursuant to easements that had been granted to AT&T in the 1950s—were contaminating their properties.

Obtained voluntary dismissal of putative class action for Tenet Healthcare arising from alleged negligence at one of the company’s hospitals.

Defeated class certification for the National Football League in a lawsuit alleging claims of breach of contract and fraud against the NFL and the Dallas Cowboys for allegedly not providing prescribed seats to ticketholders at the Super Bowl XLV game. Following denial of class certification, won a federal jury trial on remaining individual claims and secured affirmance of win on appeal.

Defeated class certification for BP Products North America, Inc. in a lawsuit alleging that 14,000 residential property owners’ property values were diminished by alleged emissions at the company’s former oil refinery in Texas City, Texas. Following denial of class certification, plaintiffs voluntarily dismissed their claims.

Defense of medical billing company in consumer class action alleging statutory and common law claims regarding the company’s billing practices.


Other High-Profile Litigation

Obtained summary judgment in favor of the NFL in two separate state court lawsuits brought by a fantasy football convention company owned by former Dallas Cowboys quarterback Tony Romo.

Defended lawyer against federal criminal charges that he participated in a multi-million dollar bribe and kickback scheme. After the six-week trial, the jury was unable to reach a unanimous verdict and a mistrial was declared.

Leadership Positions And Professional Affiliations

  • Master of the Bench, Patrick E. Higginbotham Inn of Court
  • Former President, Federal Bar Association, Dallas Chapter
  • Dallas Regional Chamber’s Leadership Dallas Program Alum
Thad is extremely knowledgeable, process-oriented, fair and personable. He is able to get to the root of the matter effectively and work toward a resolution.
Chambers USA, 2023
He is both client-friendly and effective in any forum. Thad is one of these open-minded, easy-to-engage-with lawyers who will consider and bake in good ideas from clients.
Chambers USA, 2023


  • Recognized in Securities Litigation, Chambers USA, 2018-2023
  • Litigation Star in Commercial Litigation and Securities Litigation, Benchmark Litigation, 2023
  • “Top Ten Most Influential Securities Litigation Lawyers in Texas”, Business Today, 2023
  • Recognized in Securities Litigation, The Best Lawyers in America, 2019-2022
  • “Texas Super Lawyer”, Thomson Reuters, 2013-2021
  • “Best Lawyer in Dallas,” D Magazine, Class Action, 2016-2024



California, 1998

Texas, 2001 


United States Court of Appeals for the Fifth Circuit

United States District Court, Northern District of Texas

United States District Court, Southern District of Texas

United States District Court, Western District of Texas

United States District Court, Eastern District of Texas

United States District Court, Central District of California

United States District Court, Eastern District of California

United States District Court, District of Colorado


B.A., Sociology, Bucknell University, 1990

J.D., U of the Pacific, McGeorge School, 1997

– Valedictorian Award

– Outstanding Graduate Award

– Order of the Coif

– Chief Articles Editor, Pacific Law Journal (now McGeorge Law Review)

A&O Shearman was formed on May 1, 2024 by the combination of Shearman & Sterling LLP and Allen & Overy LLP and their respective affiliates (the legacy firms). Any matters referred to above may include matters undertaken by one or more of the legacy firms rather than A&O Shearman.