Bergeson, LLP will continue its operations during the disruption caused by COVID-19. Our attorneys and staff are well-equipped to operate remotely and will be doing so consistent with recent guidance from local authorities until further notice.

The health and safety of our employees, clients, and the community is paramount. We are committed to remaining fully accessible to our clients during this difficult time. Please do not hesitate to contact us if you have any questions or concerns. We wish you good health.

Caroline McIntyre

Managing Partner

My blueprint for a successful outcome? Get to the heart of the matter. Avoid getting lost in a sea of discovery. Fight hard and focus on the end game to keep the path to resolution—whether summary judgment, mediation, or trial—on track and efficient."

Summary

Known for delivering favorable outcomes in complex securities, venture capital, and business litigation, Caroline McIntyre leverages her trial skills to protect clients' interests and resolve disputes efficiently. Her recent trial achievements include securing a jury verdict for damages and attorney's fees for the purchaser of a high-tech company in a sharply contested retrial involving breach of contract claims.

Caroline represents numerous Silicon Valley and Bay Area technology and financial industry clients—directors, officers, and companies—in high-stakes individual, derivative, and class action litigation and trials. She has led Bergeson, LLP as Managing Partner since 2003.

In securities litigation, Caroline's effective defense and strategies address the upfront battles and unique issues in these cases. She acts to resolve disputes early when possible, from knocking out claims of breach of fiduciary duty and other allegations to lowering damage claims, targeting discovery, and defending depositions.

Trial Power in Complex Business Litigation and Investigations

Experienced in state and federal court in civil bench and jury trials and appeals, Caroline manages a range of complex commercial disputes, as well as internal and external investigations, for publicly traded and private clients, including:

  • Contract claims
  • Fraud
  • Stockholder claims
  • Unfair business practices
  • Audit committee investigations
  • SEC investigations
  • Intellectual property
  • Misappropriation of trade secrets
  • Wrongful termination
  • Insurance coverage

Typical of Caroline's representations is her ongoing defense of two venture capital firms facing allegations of breach of fiduciary duty and abetting breach of fiduciary duty in a matter in the San Francisco County Superior Court. For another client, a distributor of petroleum products, Caroline has protected its interests in multiple disputes with station operators. One pending U.S. District Court action involves interpretation of the Treaty of 1855 between the Yakama Nation and the United States as it relates to California fuel excise and sales taxes.

Bay Area Legal Leader

An alumna of Vassar College and University of Notre Dame Law School, Caroline is a recognized leader in prominent professional organizations. She is a Fellow in the Litigation Counsel of America Trial Lawyer Honor Society and a past President and current Executive Committee Member of The Honorable William A. Ingram American Inn of Court.

Caroline serves on the Standing Committee on Professional Conduct of the U.S. District Court for the Northern District of California. She has been recognized by “Northern California Super Lawyers®” for more than a decade.

A recipient of the prestigious Burton Award for Legal Achievement for writing, Caroline writes a column for the Northern California Association of Business Trial Lawyers (ABTL) Report on trial and litigation skills. Her out-of-the office activity reflects a lifelong interest in music. Caroline plays French horn with the San Jose Wind Symphony, where she also serves as President of its Board of Directors.

Representative Cases

Breach of Fiduciary Duty and Securities Litigation

  • Zurvan Mahamedi v. Lex Kosowsky, Case No. 1-15-CV-278496, Santa Clara County Superior Court
    Represented a publicly traded company, Littelfuse, Inc. and its President and CEO, David Heinzmann, in an action filed against them alleging claims of breach of fiduciary duty, unfair competition, negligence, concealment, conspiracy, and aiding and abetting. The trial court sustained our clients’ demurrers to the Complaint without leave to amend. The Court of Appeal for the State of California, Sixth Appellate District, affirmed the trial court’s order sustaining the demurrers without leave to amend.

  • Atinar Capital II, LLC, et al. v. Aida Alvarez, et al., No. CGC-17-559515, San Francisco County Superior Court
    Representing two venture funds in a case alleging breach of fiduciary duty and aiding and abetting breach of fiduciary duty arising out of a company’s financing rounds.

  • Kerrigan Capital, LLC, et al v. David Strohm, et al., CIV 534431, San Mateo County Superior Court
    Represented several venture funds in a case filed on behalf of a proposed class of common shareholders of a company, alleging claims of breach of fiduciary duty and aiding and abetting breaches of fiduciary duty arising out of the company’s financing rounds.

  • Kohli v. Neocarta Ventures, L.P., No. 107CV092847, Santa Clara County Superior Court
    Represented seven venture funds in a lawsuit alleging causes of action for breach of fiduciary duty, fraud, and negligent misrepresentation.

  • Represented an asset management company and two of its principals in an action filed against it in federal District Court alleging claims of fraud, negligent misrepresentation, aiding and abetting fraud, and tortious interference.

  • Baker v. Arkansas Blue Cross and Blue Shield, et al., No. CV 08-3974 SBA, United States District Court for the Northern District of California, Oakland Division
    Represented four entities in an action alleging breach of fiduciary duty, minority shareholder oppression and violation of California’s Unfair Competition Law. The Court granted our clients’  motion to dismiss on the grounds that Plaintiffs lacked standing to bring direct claims.

  • Barnes v. Daley, No. 1-09-CV158534, Santa Clara County Superior Court
    Represented Defendant, a former outside director, in an action alleging negligence, breach of fiduciary duty, fraud, and unfair business practices.

  • Tyler v. Solaicx, et al., No. 11CV194167, Santa Clara County Superior Court
    Represented several Defendants, including companies and individual director Defendants, in a lawsuit arising from a preferred stock financing. Plaintiff claimed that Defendants unfairly diluted minority shareholder interests in the company in anticipation of a merger.

  • In re Trident Microsystems, Inc. Derivative Litigation, No. C-06-03440, United States District Court, Northern District of California; Limke v. Lin, et al., No. 1-CV-07-080390, Santa Clara County Superior Court
    Represented an officer and former director of Trident Microsystems, Inc. in derivative shareholder suits concerning stock option practices.

  • Bucephalus Alternative Energy Group, LLC v. KCR Development, No. 08 Civ. 7343, United States District Court for the Southern District of New York
    Represented Defendants in an action regarding a proposed investment in a company. The Court granted the Defendants' motion to dismiss, finding there was no personal jurisdiction.

  • Scognamillo, et al. v. Credit Suisse First Boston LLC, et al., Case No. C03-02061 (TEH), 2005 WL645466, United States District Court for the Northern District of California
    Represented the former Chief Financial Officer of Netcentives, Inc. in a case involving allegations of stock price manipulation by investment bankers in connection with an Initial Public Offering. Netcentives' stock was alleged to have been manipulated. The Court granted our client's motion to dismiss, dismissing the action with prejudice against the former CFO. The U.S. Court of Appeals for the Ninth Circuit affirmed the decision of the District Court.

  • In re Peregrine Systems, Inc. Securities Litigation, United States District Court for the Southern District of California, Case No. 02-CV-0870 BEN (RBB)
    Represented the former CEO of Peregrine Systems, Inc. in a shareholder class action in federal District Court and related securities actions in state court.

  • Mudgett v. Chemoil Corp., et al., San Francisco County Superior Court Case No. 321977
    Represented four companies and three individual directors in a case alleging promissory fraud, breach of fiduciary duty regarding sale of company assets, and rescission against them. The Court granted Defendants’ motion for summary judgment. The Court of Appeal for the State of California, First Appellate District, affirmed the trial court’s order.

Breach of Contract and Fraud Complex Litigation and Trials

  • Phan v. Tony Tolani, et al., 16CV291491, Santa Clara County Superior Court
    Represented the Plaintiff—a purchaser of a high-tech manufacturing company in San Jose—in trying her claims of breach of contract against the sellers, Defendants Tony Tolani and Shalini Tolani, and concealment against Mr. Tolani, in a sharply contested retrial in Santa Clara County Superior Court. Plaintiff claimed that the Tolanis failed to disclose accurate and complete information to her during due diligence before they sold the manufacturing company to her to inflate the purchase price for their own gain. This jury trial win was particularly challenging because Plaintiff, represented by different counsel, had already lost four of her seven claims at a first jury trial that resulted in a mistrial on the remaining claims of concealment and breach of contract. In the retrial, after eight days of trial and several days of deliberations, we secured a unanimous jury verdict of concealment and breach of contract against Tony Tolani, and a jury verdict of breach of contract against Mrs. Tolani. The jury awarded Plaintiff damages in the amount of $577,600 against the Tolanis. Based on the attorney’s fees clause in the underlying contract, the Tolanis also agreed to pay an additional $775,000 to Plaintiff for attorney’s fees and costs.  

  • Represented a prominent technology company in declaratory relief action and cross-claims for breach of contract and declaratory relief involving a dispute over the cancellation provisions of an agreement to provide IT services to a large financial institution.

  • Nguyen v. Huang, et al., Sonoma County Superior Court, Case No. SCV240886
    Represented the CEO and President of Unicond defending an action filed by Plaintiff. The action included a contract relating to sound electronic assemblies consisting of audio amplifiers and switched-mode power supplies. Plaintiff contended Defendant wrongfully failed to pay him $3 million, which he claimed was owed under the contract. On the eve of trial, Plaintiff dismissed his action with prejudice without any payment by Defendant.

  • Represent distributor of petroleum products in a variety of disputes with station operators, including:
    • Represent the distributor in an action pending in the United States District Court for the Southern District of California, where Plaintiffs allege that the Treaty of 1855 between the Yakama Nation and the United States shields Plaintiffs from having to pay or reimburse to the distributor any money for California fuel excise or sales taxes incurred by the distributor.

    • Purported class action filed in Los Angeles County Superior Court alleging claims of price discrepancies, shortages, and failure to pass on a tax credit. The Court denied with prejudice Plaintiffs’ Motion for Class Certification finding that Plaintiffs: (1) failed to establish that questions of law or fact common to the class predominate over the questions affecting the individual members; (2) failed to establish that their claims are typical of the class; (3) failed to establish that they and their counsel can adequately represent the class, or that Plaintiffs are willing to act as fiduciaries and protect the interests of the class members; and (4) failed to establish that proceeding as a class action is superior to the alternatives.

    • Secured a favorable jury verdict for the distributor in an action alleging price discrepancies, shortages, and late deliveries. Plaintiff sought more than $1.5 million in damages from the distributor, including loss of its business.

  • Maplebrook Townhomes LLC v. Greenbank, No. 10-CV-63688 LHK, United States District Court, Northern District of California
    Represented Greenbank in this action alleging violations of the Fair Debt Collections Practices Act, the Real Estate Settlement Procedures Act, and the Truth in Lending Act. The Court granted our client’s motion to dismiss for lack of personal jurisdiction.


Investigations
 

       Caroline's representative counsel in investigations includes:

  • Seven current and former employees of a publicly traded company in an SEC investigation of earnings management at the company.
  • Audit Committee investigation for publicly traded company regarding stock option granting practices.
  • Audit Committee investigation regarding revenue recognition/government contract billing practices.
  • Special Litigation Committee investigation concerning stockholder derivative claims regarding venture financing.
  • Audit Committee investigation for publicly traded company regarding revenue recognition and stock option granting practices.
  • Audit Committee investigation for publicly traded company regarding allegations by founder/director regarding management.
  • Audit Committee investigation regarding allegations by an employee regarding attempts by certain members of senior management to manage financial results.

Publications

Author: “If At First You Don’t Succeed, Trial, Trial Again,” On Litigation Skills Column, Northern California Association of Business Trial Lawyers (ABTL) Report, Vol. 26, No. 3, Summer 2019

Author: “On Litigation Skills Column,” Addressing Litigation Planning, Northern California Association of Business Trial Lawyers (ABTL) Report, Vol. 25, No. 3, Winter 2017.

Author: “Using Experts Effectively In Litigation,” Northern California Association of Business Trial Lawyers (ABTL) Report, Vol. 24, No. 3, Spring 2016.

Author: “On Litigation Skills Column” Addressing Use of Interpreters, Northern California Association of Business Trial Lawyers (ABTL) Report Report, Vol. 24, No. 1, Summer 2015.

Author: “Navigating Post-Trial Motions in State and Federal Court,” Northern California Association of Business Trial Lawyers (ABTL) Report, Vol. 19, No. 3, Summer 2010.

Author: “Motions To Stay: Fifth Amendment Rights v. Civil Discovery,” Northern California Association of Business Trial Lawyers (ABTL) Report, Vol. 15, No. 1, Fall 2005.

Ms. McIntyre is a recipient of the prestigious 2006 Burton Awards for Legal Achievement for her article, “Motions to Stay: Fifth Amendment Rights v. Civil Discovery.” The awards honor 30 of the nation’s best legal writers who use plain, clear, and concise language.

Co-Author: “Parate v. Isidor: Resolving the Conflict Between the Academic Freedom of the University and the Academic Freedom of the Professor,” Journal of College and University Law, 1990.