Vanderbilt University Law School, J.D., 1993.
Associate Editor, Vanderbilt Law Review; Associate Member, Moot Court Board.
Dartmouth College, A.B., 1987, cum laude, with Honors in Government and Philosophy.
Represented regional community bank holding company in shareholder class action alleging violations of federal securities laws and state fiduciary duties of disclosure in connection with proxy statement regarding proposed reverse stock split. Obtained dismissal of all claims (2009 WL 4911850).
Represented leading real estate services company in internal investigation involving undisclosed letter agreements and related accounting and financial reporting issues, and in connection with restatement of financial statements and related regulatory inquiries.
Represented nutritional supplement maker in class action asserting false advertising claims under California Unfair Competition Law and Consumers Legal Remedies Act.
Represented private company in SEC investigation regarding disclosure issues and stock sales activity.
Represented film distributor Image Entertainment, Inc., in Delaware litigation involving reverse termination fees arising out of counterparty buyer’s breach of merger agreement.
Represented Viacom Inc. and certain directors and officers in federal securities and ERISA litigation and Delaware fiduciary duty litigation relating to exchange offer and split-off of Blockbuster Inc. Obtained dismissal of all securities law claims (504 F. Supp. 2d 151), various ERISA claims (2007 U.S. Dist. LEXIS 85831), and all Delaware fiduciary duty claims (2008 WL 308450, aff’d 965 A.2d 676).
Represented ATI Technologies Inc., a Canadian graphics chip maker, and certain directors and officers in shareholder derivative action in California state court. Obtained dismissal of majority of claims based on Canadian law applicable under “internal affairs” doctrine and voluntary dismissal of single remaining claim.
Represented UTStarcom, Inc., a California and China-based telecommunications equipment manufacturer, in connection with internal investigation regarding accounting irregularities, and in related SEC investigation, securities class actions and shareholder derivative litigation.
Represented various companies and current and former directors and officers in internal investigations, SEC proceedings and federal and state shareholder derivative litigation regarding stock option practices.
Represented Credit Suisse Securities and individual investment bankers in federal court fraud and breach of fiduciary duty action relating to financial advisor engagement involving acquisition.
Represented UTStarcom, Inc. in private arbitration regarding termination of professional services agreement with cell phone handset distributor/consultant.
Represented Medco Health Solutions, Inc., a leading pharmacy benefits manager (PBM), and Merck & Co., Inc. in class and representative plaintiff actions brought by retail pharmacy entities in state and federal courts alleging antitrust and unfair competition violations as to PBM practices and drug pricing.
Represented Selectica, Inc. and certain directors and officers in shareholder derivative litigation relating to IPO pricing and underwriter allocation of shares in other IPOs, and in connection with related New York Attorney General investigation. Derivative action settled on very favorable terms.
Represented CSFB and individual banker as financial advisor and valuation expert to debtor Peregrine Systems in connection with bankruptcy litigation, in contested hearing/trial of business valuation issues, and with respect to contested issues regarding advisor/expert fees.
Represented various investment banks, including CSFB, Deutsche Bank Securities and Morgan Stanley, and individual bankers, in connection with subpoenas in private actions and SEC enforcement actions relating to financial advisor and underwriting engagements.
Represented Soft Plus, Inc., a California software services company, and certain directors and officers in breach of fiduciary duty litigation relating to application of California shareholder appraisal rights statutes in connection with corporate merger. Case dismissed on eve of trial, and dismissal upheld on appeal.
Represented Sulzer AG, the Swiss parent of industrial and medical devices companies, with regard to jurisdictional and intercorporate liability (alter ego) issues in nationwide medical device (joint implant) products liability litigation in federal and state courts. Resolved by nationwide global settlement and by dismissal of non-covered cases.
Represented ElringKlinger AG, a German automotive parts manufacturer, and U.S. affiliates, as to jurisdictional and successor liability issues in asbestos products liability actions. Obtained voluntary dismissals or dismissals on jurisdictional motions.
Represented Buongiorno SpA, an Italian mobile phone value-added services provider, and U.S. subsidiary, in employment contract litigation brought by former CEO in California state court. Defeated TRO and settled case on favorable terms.
Represented Ariba, Inc. and certain directors and officers in securities class action and shareholder derivative litigation relating to restatement. Cases dismissed on pleadings.
Represented various companies (including UTStarcom, Expedia, Inc., Thomson Corporation and CSFB) in connection with NASD and SEC trading inquiries and related subpoenas in SEC enforcement actions.
Represented San Francisco Federal Home Loan Bank in internal investigation regarding billing practices of outside vendor/consultant and related issues.
Represented Merck-Medco Managed Care LLC and affiliates in AAA arbitration brought by retail pharmacies for breach of contract and to enforce alleged inspection and audit rights. Defense award on all claims.
Represented Apple Corporation and Adobe, Inc. in securities class actions and shareholder derivative litigation. Cases dismissed at motions stage or settled on favorable terms.
Represented Varian, Inc. in federal antitrust class action relating to alleged price-fixing and monopolization in electron power tubes industry. Settled on very favorable terms.
Represented Bank Julius Baer, a Swiss private bank/broker-dealer, in NASD arbitration brought by individual derivatives traders on fraud, breach of contract and employment-related claims.
Represented Siemens Corporation in connection with shareholder litigation involving breach of fiduciary duty claims asserted against target company and directors arising out of corporate acquisition.
Represented Viacom, Inc. in Department of Justice antitrust review relating to acquisition of CBS.
Represented Soginvest Banca, a Swiss bank, and French bank affiliates, in litigation relating to “Prime Bank Notes.” Obtained dismissal based on lack of personal jurisdiction and forum non conveniens.
Represented Elin Energieversorgung GmbH, an Austrian industrial company, in breach of contract/warranty action involving hydroelectric generator at California hydroelectric power facility.
Represented Medco Containment Services, Inc. and Merck & Co., Inc. in federal multidistrict antitrust litigation involving pricing of pharmaceutical drugs.