Constantine "Gus" J. Themelis

Principal

Representative Matters

  • Successfully tried a jury trial in the Circuit Court for Harford County involving claims of fraudulent inducement arising from a private stock offering. The jury returned a verdict in favor of his client, finding that the defendant induced the investment through material misrepresentations that a corporation was authorized to issue Series A Preferred Stock when, in fact, its governing documents did not permit the issuance of preferred shares. The jury further pierced the corporate veil, holding the company’s founder, controlling shareholder, and chief executive personally liable for the misconduct. The case presented complex issues of corporate governance, securities-related disclosures, and veil-piercing, culminating in a significant recovery for the client and demonstrating Gus’s ability to effectively present sophisticated business disputes to a jury.
     
  • Successfully obtained the dismissal of all claims against his clients, a federal credit union and trustee, in a complex lien-priority and declaratory judgment action pending in the Circuit Court for Baltimore City. After briefing and oral argument, the court granted the motion to dismiss, finding that the plaintiff failed to allege an actual controversy or any actionable conduct by Gus’s clients and that, as a matter of law, the credit union's deed of trust maintained priority over the plaintiff’s competing lien. The court further concluded that the plaintiff had not established that the defendants were necessary parties to the dispute. The case involved sophisticated issues of real estate finance, lien priority, declaratory judgment jurisdiction, and mortgage lending practices.
     
  • Successfully represented his clients in a complex commercial arbitration involving claims for breach of contract, fraud, negligent misrepresentation, and related business torts arising from a settlement agreement. Following a multi-day evidentiary hearing before the American Arbitration Association, the arbitrator rejected the vast majority of the claims asserted against Gus's clients, declined to impose personal liability on the company's principals, and limited recovery to specific contractual obligations assumed by the company. The arbitrator further determined that Gus's clients were the substantially prevailing parties under the parties' fee-shifting agreement and awarded attorneys' fees in their favor. The matter required extensive witness examinations, sophisticated contractual analysis, and strategic advocacy, resulting in a highly favorable outcome and significant recovery for his clients.
     
  • Argued a high-profile expedited election law matter before the Supreme Court of Maryland and authored all briefs submitted to the Court.
     
  • Served as lead trial counsel in the United States District Court for the Middle District of Florida, representing a national franchisor in a complex franchise dispute. He successfully defended against all claims asserted by a Florida franchisee and obtained a favorable jury verdict on his client's counterclaims. The jury found that the franchisee had breached the Franchise Agreement and awarded liquidated damages in favor of Gus's client. In addition, the court enforced the franchisor's contractual right to recover its litigation expenses, including attorneys' fees and costs, resulting in a complete and significant victory for the client.
     
  • Served as a member of the trial and appellate team in Rochkind v. Stevenson, 471 Md. 1 (2020), a landmark Maryland Court of Appeals decision that adopted the Daubert standard for the admissibility of expert testimony in Maryland. The case fundamentally reshaped Maryland evidence law by replacing the longstanding Frye-Reed standard and aligning Maryland with the federal approach to expert witness admissibility.
  • Biography
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  • Representative Matters

Firm Highlights

  • Events
    The 2026 Economic, Tax, and Accounting Updates
    We are looking forward to the Mid-Atlantic CFO Roundtable's next event on November 13, 2026. This is a program with topics built for Finance Executives. We are extremely fortunate to have three excellent speakers: Dr. Daraius Irani, Vice President of Business and Public Engagement at Towson University; Mike Stankus, Tax Office Managing Principal at BDO; and Daniel Wahlberg, Managing Partner of Acclare Solutions. The economy is rapidly changing with various factors driving it. The November 3rd midterm elections may also have an impact. Our three expert presenters will discuss the ramifications of the election, and the current year updates to GAAP financial reporting and Federal and State income taxes. Please join us for what will surely be an informative and timely discussion. Meet Our Speakers: Daraius Irani, Ph.D. • Towson University Vice President, Business & Public Engagement Dr. Daraius Irani serves as Vice President of Business and Public Engagement at Towson University as well as the chief economist for the Regional Economic Studies Institute (RESI) at Towson University, a policy group providing economic, fiscal impact, and policy analysis to public and private entities.  Dr. Irani is often called upon to provide economic presentations to organizations across Maryland. He has appeared on numerous television programs and in local and regional print media. Dr. Irani holds a Ph.D. in economics from University of California, Santa Barbara. Dan Wahlberg • Acclare Solutions Managing Partner With over 28 years of experience, Dan Wahlberg is a recognized leader in audit and assurance for the Mid-Atlantic’s middle market business community. As a licensed CPA in Maryland and Virginia, Dan has led assurance practices at top regional firms, including serving as Baltimore Audit Managing Partner and Assurance Practice Leader at BDO USA in Baltimore and as Partner and member of the Management Committee at Hertzbach & Company P.A which merged into BDO in 2020. His expertise centers on delivering clarity, strategic guidance, and proactive solutions to middle-market businesses across Baltimore and beyond. His entrepreneurial spirit has led him to begin a new CPA firm this year with four other CPAs serving the business community. Dan holds a Bachelor of Science in Accounting from Rutgers University and began his career at PWC in New York. He is also deeply engaged in the community, previously serving as President of ACG Maryland and current Board member and as Audit Committee Member for The Associated: Jewish Federation of Baltimore.  Mike Stankus • BDO USA LLP Tax Office Managing Principal Mike Stankus is the Tax Office Managing Principal for the firm’s Baltimore office. He has more than 16 years of experience providing tax planning and preparation and management advisory services for his clients. Mike focuses on advising privately held businesses and their owners on effective growth and tax strategies. He also performs various engagements for mergers and acquisitions and complex cost accounting projects and projections. In addition, he represents various government contracting clients before the DCAA and assists with FAR compliance. Mike’s areas of concentration include working with government contractors, professional service firms, construction companies, and homebuilders.
  • Events
    AIA Tri-State Conference
    Princeton will serve as the backdrop for three days of connection, learning, and design leadership. From keynotes to tours to the Tri-State Design Awards, this year’s conference is designed to go far beyond education sessions. Kick off the week with pre-conference intensives and individual state component Design Award celebrations, followed by three days of education, inspiration, networking, and design excellence at the 2026 AIA Tri-State Conference—featuring pre-conference intensives, three keynote speakers, 25 education sessions, curated tours, an expo, spec academies, and the AIA Tri-State Design Awards—bringing together architects and design professionals from New Jersey, New York, and Pennsylvania to connect, learn, and celebrate the best of the profession. G2. Designing Secure Practices: Cybersecurity, Data Privacy, Contractual Provisions, and Insurance Risks for Architects (4:00 PM - 5:30 PM) Architects and design professionals increasingly rely on cloud platforms, BIM software, and digital tools to manage sensitive data, creating cybersecurity and privacy risks. A single incident can trigger liability claims, regulatory obligations, reputational harm, and insurance challenges. Yet many firms underestimate how contracts, insurance, and internal practices intersect during a breach. This program offers legal and insurance perspectives on cyber risk in architecture, examining liability exposure, risky contract provisions, and mitigation strategies. A cyber insurance expert will explain policy responses, coverage gaps, coordination with professional liability, and best practices for aligning insurance with contractual risk and protecting firms from evolving cyber threats. Learning Objectives: Identify key cybersecurity and data privacy risks faced by architecture firms and explain how these risks can impact professional liability and project outcomes. Analyze common contractual provisions to determine which clauses may increase exposure to cyber incidents and propose strategies to mitigate these risks. Evaluate the scope and limitations of cyber insurance policies, including coordination with professional liability coverage, to determine how a policy would respond in a breach scenario. Develop actionable risk management strategies by integrating legal, contractual, and insurance considerations to protect sensitive client and project data.