Complex Corporate & Commercial Litigation

Transcription

1 Complex Corporate & Commercial Litigation EXPERIENCE Represented a base material recycler to prevent the City of Los Angeles from shutting down its facility. Represented a company that provided landbanking financing in a lawsuit filed by the owner of an adjoining farm who claimed that the development of the project site had substantially harmed his crops and would continue to do so in the future. Represented a grocery store chain in connection with counterfeit product, trademark infringement, and unfair competition claims (Lanham Act). Represented a large cement company with respect to civil investigative demands and antitrust investigation. Represented a textile manufacturer in connection with trade secrets claims. Represented a travel insurance company in connection with claims that online system of purchasing policies had been misappropriated. Represented a women's sportswear company in connection with cyber-squatting claims relating to use of company name. Served as local counsel to a New York law firm in connection with patent infringement cases involving ground fault circuit interrupters. Obtained an arbitration award for an LLC who sued members who failed to make their capital calls. Defended against partners' claims that the managing member had breached his fiduciary duty by employing employee in violation of wage and hour laws and then incuring substantial attorney's fees in defending and settling a lawsuit by the employee for wage and hour and discrimination claims. Defended several members of a limited liability company against claims for accounting, breach of fiduciary duty, and violation of Corporations Code sections and brought by another member. The plaintiff member contended that it had been denied profits obtained by the other members of the LLC. Successfully defeated an attempt by Plaintiff to freeze assets by way of a Temporary Restraining Order. Obtained favorable settlement for clients.

2 Page 2/11 Settled claims against several officers and directors of a privately-held corporation in connection with two private placement investment opportunities being challenged as fraudulent. Commenced litigation on behalf of a developer client in connection with the mismanagement of a construction project located in Southern California against developer's partners. Asserted claims for breach of contract, express contractual indemnity, and declaratory relief. Represented managing partner and general partner of investment partnership that had invested in ancient Brazilian bonds, which the other partners contended were of no value. Other partners filed several actions for breach of fiduciary duty, fraud, negligent misrepresentation, and violation of California Corporations Code. The Securities and Exchange Commission brought an investigation under the Investment Advisors Act of Defended the managing partner and general partner from suits and investigation. Successfully prosecuted claims for accounting involving a trust dispute and breaches of fiduciary duties. Represented company and individuals in connection with an investigation by the Securities and Exchange Commission concerning a purported investment fraud arising out of an asserted violation of the Investment Advisor Act following the purchase of outdated Brazilian bonds by the general limited partner. Defended the individuals in SEC testimony and responded to subpoenas. Represented two individuals contending to be "finders" in connection with bringing together investors with investments. Brought lawsuit seeking to recover the finders' fee for the transactions in which they were successful. Issues involved whether the fee was legal under the Securities Exchange Act. Defended a condo-hotel developer in fraud and failure to register securities cases. Defended and resolved several Securities and Exchange Commission enforcement actions and investigations. Prosecuted and defended cross-action, resulting in favorable settlement for clients involving claims of securities litigation, partnership dispute, and fraud claims. Represented a company and an individual in connection with an investigation by the Securities and Exchange Commission concerning purported improper reporting on public filings. Obtained a favorable resolution with the SEC. Obtained summary judgment of fraud and securities claims brought by purchasers of units in a hotel-condominium project against the owner/developer of the project. Obtained a $1.2 million award of attorneys' fees and costs following entry of judgment. Defended a general partner in a partnership dissolution action brought by spouse of former partner.

3 Page 3/11 Defended a Canadian technology company in Atlanta federal court in a dispute involving the installation of custom billing software for a US electric membership corporation. Prepared the successful summary judgment motion which defeated plaintiff's $8 million claim. Defended a Fortune 500 company and its various subsidiaries in a dispute involving installation of a wireless network in Africa. Defeated plaintiff's claim at summary judgment stage. Succeeded on unjust enrichment counter-claim against plaintiff. Litigated a copyright infringement case in the Northern District of California on behalf of a photographer over the rights to a photograph of an icon celebrity. Resolved the case in mediation. Co-chaired bench trial in federal court in Virginia defending national defense contractor against national brokerage houses claiming fees related to a company acquisition. Litigated antitrust claims in the Eastern District of California on behalf of car dealers nationwide against the car manufacturing company for price-fixing of computer hardware and software. Negotiated a buy-sell agreement of a business with a non-compete tail as part of settling a nasty lawsuit between two partners in a general partnership. Represented a limited partner against the general partner in five partnerships that operate airplane hangars in Nevada and California, and negotiated a settlement that resulted in our client acquiring control of all partnerships. Represented a company in suit brought by investor alleging fraud/misrepresentation against company and officers. Obtained a walk-away settlement in favor of a developer who had entered into a joint venture with another major developer to build several large communities in San Joaquin County that was being accused of various intentional torts and contractual claims. Obtained judgment in favor of developer defendant following demurrer to claim seeking to invalidate a purchase and sale agreement to which plaintiff was not a party on the grounds that developer purportedly violated unfair competition" statutes for including a judicial reference provision. Represented defendants in claim by law firm that defendants engaged in a scheme to communicate with, solicit and steal actual and potential clients represented by the firm in a construction defect case and sought damages for intentional interference with contractual relationship, intentional interference with prospective economic advantage, conspiracy, violation of California Business and Professions Code Section 17200, and injunctive relief. Brought trade secret misappropriation and copyright infringement suit on behalf of Fortune 100 company which resulted in the return of the technology and monetary concessions.

4 Page 4/11 Represented a defendant manufacturer in a Robinson-Patman Act price discrimination case involving the recreational vehicle industry and the sale of accessories. Litigated antitrust claims on behalf of vehicle dealers nationwide against national car manufacturer. Litigated a copyright infringement case brought on behalf of a photographer over the rights to a photograph of a celebrity. Represented car dealers nationwide in litigation of antitrust claims in the Eastern District of California for price-fixing of computer hardware and software. Defended a company in suit over price fixing in the sorbates industry. Represented the defendants in a price-fixing conspiracy case, including appeals and petition for certiorari. Represented the plaintiff class alleging price fixing involving Ford dealerships. Represented various nail polish manufacturers in a case over market sharing and anticompetitive collusion in the sale of perfumes. Counsel for the target in defense of three class actions brought in California and Delaware seeking to block a merger between two high-tech companies. Trial counsel in Delaware Chancery Court in Selectica, Inc. v Trilogy, Inc. and Versata Enterprises, the first case involving the intentional triggering of a "poison pill" in nearly 25 years, successfully upheld by the Delaware Supreme Court. Lead trial counsel for defendant in a case in the Eastern District of Virginia over demands for repurchase of mortgages brokered and sold to Fannie Mae involving misrepresentation by borrowers. Represented a nationally recognized artist in copyright infringement case in the Northern District of California over the rights to a photograph of an icon celebrity. Represented a club and hotel chain owners in a class action dispute over membership rights. Represented a company in a securities fraud case over representations in offering materials. Represented bank as trustee for bondholders in a case involving suspicious loans and bond offerings used to finance a failed real estate development for a church. Represented the CFO in securities cases involving allocations in IPOs. Represented an individual officer in connection with consolidated securities cases and related state court proceedings arising out of accounting restatement concerning fictitious sales, including representation before the SEC.

5 Page 5/11 Represented a major oil company in a two-year long battle between three majors and the State of Alaska over the unitization of the Prudhoe Bay oil and gas fields worth $30 billion. Represented a manufacture in a termination case involving theft of trade secrets, interference, and breach of implied covenants. Represented a manufacturer in a termination case involving a Hong Kong distributorship. Represented a national defense contractor against national brokerage houses claiming fees related to a company acquisition. Represented selling shareholders over post-merger earn-out and other provisions of a merger agreement. Represented the issuer in a stock drop and insider trading case including representation before the SEC in SEC investigation. Represented the plaintiff in a case that resulted in a $30 million verdict against NSC involving the rights to a computer chip. Represented a retirement association in a dispute over statewide interpretation of pension rights in the public sector. Trial and appeal in defense of manufacturer against claims in excess of $350 million by a terminated representative arising out of government contract. Trial on behalf of manufacturer as plaintiff in a fraud and racketeering case arising out of profit skimming. Represented a national hotel chain in a class action securities case in the Southern District of California, where the monetary exposure totaled more than $100 million. Caused dismissal of the case at the district court level and obtained decision from the 9th Circuit confirming dismissal. Represented the plaintiff in antitrust action against the manufacturer of computers over discriminatory allocation of product. Represented the plaintiff in antitrust action against the manufacturer wheels based on allocation of high strength steel. Local counsel for defense of a Russian clothes designer defendant in claim of alleged trademark infringement. Obtained 8-figure settlement upon the completion of opening statements for developer of computer program stolen by former employees. Obtained dismissal for defendant in claim of patent infringement over development of data storage device.

6 Page 6/11 Obtained favorable settlement for Israeli-based designer and manufacturer of reusable plastic containers over a claim that the totes were the result of a theft of trade secret. Obtained jury verdict in favor of client defendant alleging a theft of a customer list. Represented a clothing manufacturer in action against another manufacturer for confusing similar labeling. Represented the defendant in antitrust action against the end user class on functionality of dedicated computer system. Represented a manufacturer of specialty battery packs for airplanes in claim of false representation as to origin. Represented a manufacturer of specialty wheels in claim by competitor over "palming off" wheels with false designation of origin. Represented a patent holder of desalinization process against design infringer. Represented the plaintiff in the theft of source code relating to operating system. Represented the purchaser of contractor manufactured computers alleged to be defective. The case invoked the right to cure and the damages under Article 2 of the UCC. Ultimately settled for a several million dollar payment to our client. Represented the developer of a unique breathing apparatus for deep sea diving against a claim for patent infringement. Obtained appellate decision for California utilities in an appeal of an order of the Federal Power Commission. Represented the prevailing developer in Salameh, et al. v. Tarsadia Hotels, et al. (Case No ), in which the Ninth Circuit affirmed the dismissal of the plaintiffs' security and common law fraud claims finding that they did not allege sufficient facts that would demonstrate that the condominium-hotel units at issue constituted a "security." This was the first Ninth Circuit published opinion to address squarely whether the sale of a condominium-hotel unit constitutes the sale of a security and the 9th Circuit concluded that it did not. Prosecuted a securities fraud case against a failed Real Estate Investment Trust (REIT). Settled on favorable terms claims for breach of contract and breach of fiduciary duty brought by a hotel operator against a high profile bar operator following favorable rulings during the bench trial phase and following commencement of jury phase of trial. Handled numerous Article 2 and Article 9 cases under the Uniform Commercial Code.

7 Page 7/11 Represented a major title insurer in connection with an alleged botched title search to two square miles of farmland. Represented a municipality before the Federal Power Commission concerning allocation of natural gas to the contiguous western states. Represented a municipality before the Public Utilities Commission regarding EIR certification for a light rail line. Represented a municipality in the contingency plans for oil shortages before the Public Utilities Commission. Represented a medical device manufacturer in 20 actions for breaches of medical leases of sophisticated blood analyzers. Represented the owner of three casinos in action to maintain control over gambling license issued by the State of Nevada. Represented the plaintiff in a claim for contribution of partner to loss on operations of company. Defended a developer in a fraud and failure to register securities case. Defended a major computer company relating to claim of fraud and false advertising. Defended a major peripheral manufacturer on claims of breach of contract as a breach of the covenant of good faith and fair dealing. Defended a RICO claim against a major title company in connection with an alleged Ponzi scheme. Defended the officers of a failed multi-level marketing organization. Defended the organizers of a failed savings and loan. Represented a major California utility on a claim under the commercial code relating to the construction of a water project. Represented the FDIC in the closure and resulting litigation of three multi-branch banks. Defended an action by disgruntled and unsuccessful corporate raider against publically traded company. Defended an action by ex-employees over funding and rights to ERISA plan and ESOP program. Defended corporate opportunity and fiduciary duty claim arising out of a failed corporate takeover.

8 Page 8/11 Obtained dismissal for individual seller of large advertising agency in a claim by the purchaser alleging fraud in the financial statements upon which it relied. Obtained favorable settlement for nominal damages for timeshare developer in the defense of Consumer Legal Remedies Act claim by all persons injured by misrepresentations of sales people of fractional interests. Obtained a judgment by stipulation for a sophisticated seller of blood analyzers alleged to be in default under a purchase and sale agreement invoking the UCC. Obtained a jury verdict for a proprietary department of the City of Los Angeles on a Section 2306 claim relating to output and requirements contracts. Obtained a multi-million dollar settlement in favor of a purchaser of contractor manufactured computers alleged to be defective in suit for damages under the UCC. Represented the aggrieved partner in a successful judicially enforced winding up of partnership Represented a claimant against former company for breach of investment contract. Represented a corporation that outsourced technical support in dispute with outsourcing company over taking the project in house. Represented a defendant in 10b-5 securities fraud class action. Represented a large publically held REIT in a hostile takeover of 38 properties in 7 states held by both publically traded and privately held REITS. Represented the lessor of high-end blood analyzers in action against lessee involving Article 9 public sale after foreclosure. Successfully repossessed and sold security at public sale. Represented plaintiff in a breach of distributorship agreement for the sale and installation of dish television. Represented plaintiff in claim for contribution of partner to loss on operations of company. Represented stock purchaser in hostile takeover of a public traded company. Represented the plaintiff in an action against Mexican company accused of failing to pay for delivered merchandise. Obtained dismissals of non-mortgagor promisors under a Preferred Ship Mortgage brought be a quasi-governmental unit. (Production Credit Association). Represented the plaintiff in an action against a middle man wholesaler of branded shirts. Assisted in obtaining summary judgment of fraud and state securities law claims asserted by purchasers of units in a hotel-condominium project against the owner/developer of the project.

9 Page 9/11 Represented an investor who turned a struggling clothing and accessories company into a multi-million dollar phenomenon, and prevailed against one of the founders of the company to establish our client's 100% ownership. Negotiated a series of settlements for a national franchisor of auto repair shops in a suit brought by the State of California for improper consumer practices. Negotiated favorable settlement following commencement of arbitration on behalf of subfranchisor of restaurant chain alleging various grievances against the franchisor. Obtained a default judgment for over $12 million in favor of our client against another member of a limited liability company which promised to contribute land which it owned, free and clear of debt, to their limited liability company so that they could build a large project on this land. Obtained an injunction against the use of our client's name as part of fraudulently recorded "fictitious business names" in a scheme to create, and convert the proceeds from, phony loans against real property owned by uninvolved strangers. Represented a general partner in dispute brought by other general partners for purported damages based on actions taken by her as the controller of another entity and for an order directing that she be expelled from the partnership because she allegedly improperly refused to consent to the proposed sale of the partnership's principal asset. Represented an entity and its principal who had entered to an agreement to become a partner in an entity which owned an apartment project. The partnership agreement was silent as to whether our client was a general partner with personal liability for the partnership's debts, or instead was only a limited partner without personal liability for the debts. After trial in Federal Bankruptcy Court, we prevailed on all issues and prevented our clients from being held liable for the partnership's sizable debts. Represented the general partners of a limited partnership in claim against partnership and other general partners for claim of overpayment of their share of partnership expenses. Represented an owner of partial interest in several buildings against co-owner to resolve ongoing issues, including allegations of elder abuse, defamation and intentional infliction of emotional distress. Represented a property owner in obtaining a judgment for fraud and RICO, including treble damages, against a general contractor and its principals who fraudulently obtained purported reimbursements from the project's construction loan for hundreds of thousands of dollars in governmental fees which were never actually paid. Succeeded in obtaining Arbitration award, having that award confirmed as a Superior Court judgment, having the award sustained unanimously by the Court of Appeal, and persuading the California Supreme Court not to grant a hearing.

10 Page 10/11 Represented a film technology company as local counsel in a federal court action alleging patent infringement with respect to the colorization of black and white films. Defended a construction company in a dispute over the legal fees of the company's former law firm. Represented a national bank in claim for damages for breach of indemnity contract based on solicitation of merchants to enter into merchant agreements. Negotiated a settlement on behalf of a partner in a joint venture based on an oral agreement alleging claims of breach of contract, breach of fiduciary duty, accounting, conversion and fraud. Represented a partner in oral partnership in suit for breach of contract, breach of fiduciary duties, etc. for other partners refusal to contribute funds to cover losses from various projects. Successfully guided clients on numerous projects throughout the U.S. in the exercise of their contractual rights to take control of projects, terminate their JV partners/participation rights and/or structure a buy-out of a JV partner's rights. The key issues centered around our clients' rights under buy/sell provisions, capital calls, one or more failures to meet project milestones, financial projections no longer viable, cost overruns, loss of critical project personnel and the enforceability of guaranties. Represented the developers of a Los Angeles shopping center in an action brought by disgruntled investors. Successfully demurred to the plaintiffs' shareholder derivative claims. Represented the owner of a golf course in a wrongful death action involving the death of a trespasser. Drafted letters to the plaintiff's counsel that caused the plaintiff to dismiss the owner from the action prior to engaging in any formal discovery. Obtained favorable decision following a bench trial on behalf of the managing member in an action brought by a minority member claiming he was not bound by the terms of an operating agreement he did not sign and had no capital contribution obligation in the limited liability company. Defended a country club in litigation brought by member over club's decision to suspend member for inappropriate conduct. Defended a country club in litigation with high profile member over club's alleged failure to return initiation fee on termination of membership. Negotiated a settlement in favor of landlord for damages caused by abandonment of high-end art gallery tenant before filing suit.

11 Page 11/11 Defended national hotel developer in a class action securities case before the Southern District of California and the Ninth Circuit Court of Appeals. Caused dismissal of the case at the district court level. Handled the appeal at the Ninth Circuit. Published decision affirms the district court ruling and holds that sale of hotel condominiums did not constitute the sale of securities. Salameh, et al. v. Tarsadia Hotels, et al., No , --- F.3d. ---, 2013 WL (9th Cir. August 13, 2013). Prior results do not guarantee similar results