Quinn Emanuel disqualified in Masimo board dispute

An Orange County Superior Court judge disqualified Quinn Emanuel Urquhart & Sullivan LLP from representing several Masimo directors in a lawsuit brought by company founder Joe Kiani, ruling that the firm's attempt to challenge an employment agreement it previously defended on behalf of Kiani created a conflict of interest that would "undermine the public's trust in the integrity of the system."

The motion to disqualify argued that Quinn Emanuel engaged in prohibited "side-switching" by representing directors attacking the same employment agreement the firm previously defended for Kiani.

"Aspects of Kiani's employment agreement with Masimo are material to both the prior engagement and the current proceeding," Judge Thomas J. Lo ruled on Friday. "Even though the prior engagement was a joint representation and Kiani's communications to Quinn Emanuel were within the scope of the common interest, ... this fact alone fails to show that disqualification is not warranted."

Kiani is represented by Hueston Hennigan LLP attorneys John C. Hueston and Allison L. Libeu in Newport Beach, as well as Marshall A. Camp and Bram M. Alden in Los Angeles and Adam Minchew and Stewart Rickert in New York City. They declined to comment through a media representative in an email on Monday.

The defendants, six members of the board of directors of Masimo Corp., were represented prior to the disqualification order by Quinn Emanuel attorneys Joseph C. Sarles, Alex Bergjans and Rob Garsson in Los Angeles, as well as Michael E. Swartz and Michael B. Carlinsky in New York City. They did not respond to email or phone requests for comment by press time on Monday.

Kiani alleges the defendants--each either nominated by Politan Capital Management or appointed by a Politan-controlled board--ousted him from Masimo, a medical technology company, while willfully withholding contractually guaranteed termination wages. The lawsuit claims violations of the California Labor Code and Unfair Competition Law, seeking recovery of a $35 million cash payment, 2.7 million Restricted Stock Units (RSUs), and standard severance. Additionally, Kiani claims the defendants acted in bad faith to obstruct the exercise of his fully vested stock options. Kiani v. Koffey et al., 30-2025-01484637-CU-OE-CJC (O.C. Super. Ct., filed May 22, 2025).

From October 2022 to November 2023, Quinn Emanuel defended Kiani and the Masimo board in a separate action in Delaware, in which Politan Capital Management sought to invalidate provisions of Kiani's employment agreement regarding special payments, "dead hand" clauses granting him influence after the end of his tenure and automatic renewal.

During that case, the firm drafted motions to dismiss defending the agreement as a "valid exercise of the board's business judgment."

Kiani asserted this current representation violated Rule 1.9 and duties of loyalty and confidentiality because the legal matters were substantially related. He argued that the firm possessed his personal confidences regarding his interpretation and the negotiation history of the agreement.

In response, the defendants contended the cases were distinct and that an internal ethical screen mitigated any potential conflict. Kiani countered that such screening is legally insufficient for conflicts belonging to the firm itself.

Lo agreed, ruling that under Rule 1.10, an ethical screen is only available for conflicts arising from a lawyer's association with a "prior firm." Because the conflict here arose from Quinn Emanuel's own prior work, the firm could not "cleanse" itself by simply walling off certain attorneys, he ruled.

Furthermore, the court noted the defendants provided no evidence that Kiani was ever given required notice that a screening procedure had been implemented.