Cases
Representative Matters: Recent Regulatory Investigation/Enforcement Defense: Represented prominent real estate investment company, affiliated broker-dealer,
executive officers in FINRA regulatory examination, Enforcement investigation
Wells process,
in resulting enforcement action (disciplinary proceeding) asserting federal securities fraud claims
seeking industry expulsion
lifetime bars. Led trial team through two-week trial before FINRA hearing panel
post-trial briefing,
obtained complete dismissal of all charges in complaint. (FINRA Case No. 2016048393501).
Represented EB-5 Regional Center
investment fund manager in SEC enforcement action
as witness in related criminal action against investment promoters,
represented EB-5 investment fund in related bankruptcy cases involving real estate developer/borrower
in state court loan recovery actions. Obtained favorable settlement of investment fund cases in mediation.
Represented regional broker-dealer
CEO in SEC application for review (appeal) of unfavorable ruling from FINRA appellate council following hearing in FINRA enforcement action (disciplinary proceeding), as obtained by prior counsel. (Application pending.)
Represented numerous individual officers in SEC investigations (including surety company executive, investment fund manager, co-owner/manager of oil
gas investment
development entities). Obtained termination letters or other favorable resolutions.
Represented former sales executive of enterprise software company in SEC
DOJ investigations relating to acquisition by leading technology company
related accounting issues,
as witness in connection with criminal matters involving principal executives.
Represented real estate investment company, public REIT, private investment fund, broker-dealer affiliate,
related individuals in SEC investigation involving numerous claims centering on securities offerings
investment program operations. Obtained termination with no enforcement action.
Represented Nevada private company
officers in SEC investigation involving numerous securities offering
disclosure issues (following Wells Notice
Wells Submission). Obtained termination with no enforcement action.
Recent Commercial Litigation & Corporate Governance: Represented private healthcare management business in dispute with major shareholder/investor,
in subsequent buy-out transactions.
Represented unacknowledged co-founder of popular creator-driven social media platform in connection with litigation funding agreement
related issues.
Represented fitness gym franchise company against state court fraud
contract claims brought by alleged former partial owner bought out prior to company sale to new investor/majority owner.
Represented founders of music distribution business in corporate governance/control disputes with foreign private equity investor
in related state
federal litigation involving supermajority voting provisions in shareholder agreement
obtained favorable settlement through a buyout of investor
dismissal of all litigation.
Represented nutritional supplement makers in state
federal class actions asserting mislabeling/false advertising under California UCL
CLRA
other claims
obtained dismissals on theories of equitable abstention
primary jurisdiction doctrine,
nationwide settlement of remaining claims. (In one case, client obtained significant recovery against plaintiffs' counsel on defamation claims arising out of statements in YouTube video.)
Represented angel investor in lighting technology company in connection with corporate governance disputes (voting procedures, selection of new CEO, pursuit of merger strategy)
obtained requested remedial measures
payment of fees from majority investors.
Represented public film distribution company in Delaware litigation involving reverse termination fees arising out of counterparty buyer's breach of a merger agreement.
Recent Securities Litigation Matters: Represented groups of senior officers of electric
hydrogen vehicle companies following SPAC transactions, in internal investigations
SEC investigations.
Represented California bank holding company in shareholder 'merger objection' litigation
related 'disclosure only' settlement arising out of acquisition of Texas bank holding company.
Represented VC investors
directors on portfolio healthcare company board in connection with shareholder derivative claims, special committee investigation
corporate governance issues
obtained payment of fees in Delaware litigation after refusal of shareholder claims.
Represented bank holding company in shareholder class action alleging violations of federal securities laws
fiduciary duties of disclosure in connection with proxy statement regarding reverse stock split
defeated TRO application regarding shareholder vote
obtained dismissal of all claims (2009 WL 4911850)
voluntary dismissal of Ninth Circuit appeal.
Represented Brazilian businessman/investor as plaintiff in state court action against founders of 'Christian-themed entertainment' company on fraud claims under California securities laws
common law
matter proceeded to trial in L.A. Superior Court, resulting in favorable jury verdict
significant award of compensatory
punitive damages.
Represented public real estate services company in internal investigation involving undisclosed letter agreements
related accounting
financial reporting issues,
in connection with restatement of financial statements
related SEC inquiries.
Selected Prior Representative Matters: Represented media company, directors
officers in federal securities
ERISA litigation
Delaware fiduciary duty litigation relating to exchange offer
split-off of subsidiary
obtained dismissal of all securities law claims (504 F. Supp. 2d 151), ERISA claims (2007 U.S. Dist. LEXIS 85831),
fiduciary duty claims (2008 WL 308450, aff'd, 965 A.2d 676).
Represented Canadian graphics chip maker, directors
officers in shareholder derivative action in California state court
obtained dismissal of majority of claims based on Canadian law applicable under 'internal affairs' doctrine
voluntary dismissal of remaining claim.
Represented California
China-based telecommunications equipment manufacturer in connection with internal investigation regarding accounting irregularities,
in related SEC investigation, securities class actions
shareholder derivative litigation. Also represented company in private arbitration regarding termination of professional services agreement with cell phone h
set distributor/consultant.
Represented companies, directors
officers in internal investigations, SEC proceedings
federal
state shareholder derivative litigation regarding stock option practices.
Represented computer
software companies, directors
officers in securities class action
shareholder derivative cases relating to financial reporting, restatements
other disclosure issues
obtained dismissals or favorable settlements.
Represented software company, directors
officers in shareholder derivative case relating to IPO pricing
underwriter allocation of shares in other IPOs,
in connection with related New York AG investigation.
Represented investment banks
individual bankers in connection with shareholder 'merger objection' actions relating to M&A transactions
financial advisor engagements.
Represented investment bank
individual banker as financial advisor/valuation expert to debtor software company in connection with bankruptcy litigation, in contested hearing/trial of business valuation issues,
with respect to contested issues regarding advisor/expert fees.
Represented investment bank
individual bankers in federal court fraud
breach of fiduciary duty action relating to financial advisor engagement involving acquisition.
Represented software services company, directors
officers in breach of fiduciary duty litigation relating to application of California shareholder appraisal rights statutes in connection with corporate merger
the case was dismissed on the eve of trial
the dismissal was upheld on appeal.
Represented Swiss industrial company, as parent of medical device companies, in nationwide medical device (joint implant) products liability litigation in federal
state courts, as to jurisdictional
intercorporate liability (alter ego) issues
resolved by nationwide global settlement
by dismissal of opt-out/non-covered cases.
Represented German automotive parts manufacturer
U.S. affiliates in asbestos/products liability actions, as to jurisdictional
successor liability issues
obtained voluntary dismissals or dismissals on jurisdictional motions.
Represented Italian mobile phone services provider
U.S. subsidiary in employment contract litigation by former CEO in California state court
successfully defeated the application for Temporary Restraining Order,
settled the case on favorable terms.
Represented various companies in NYSE, NASD
FINRA inquiries regarding pre-announcement stock trading
related subpoenas in SEC enforcement actions.
Represented Federal Home Loan Bank in internal investigation regarding billing practices of outside vendor/consultant
related issues.
Represented pharmacy benefits manager in AAA arbitration brought by retail pharmacies for breach of contract
to enforce alleged inspection/audit rights
defense award on all claims.
Represented electronics company in federal antitrust class action relating to alleged price-fixing
monopolization in electron power tubes industry
settled on very favorable terms.
Represented Swiss/NY private bank broker-dealer in NASD arbitration brought by individual derivatives traders on fraud, breach of contract
employment-related claims.
Represented Swiss private bank
French bank affiliates in litigation relating to 'Prime Bank Notes'
obtained dismissal based on lack of personal jurisdiction
forum non conveniens.
Represented Austrian industrial company in breach of contract/warranty action involving hydroelectric generator at California hydroelectric power facility
case settled on eve of trial.
Represented pharmacy benefits manager (PBM)
parent pharmaceutical company in federal multidistrict litigation
class
representative plaintiff actions brought by retail pharmacy entities in state
federal courts alleging antitrust
unfair competition violations as to PBM practices
drug pricing.
