Caroline McIntyre

Managing Partner

Summary

Ms. McIntyre’s area of practice is business litigation, with an emphasis in securities litigation. She has litigated various types of securities cases filed in state and federal courts, including defense of directors, officers, and companies in derivative, individual, and class actions. In addition, she has conducted internal investigations on behalf of audit committees and special litigation committees for public and privately held companies. Ms. McIntyre has handled a variety of business litigation matters in state and federal courts including cases involving business torts, contracts, misappropriation of trade secrets, fraud, unfair business practices, intellectual property, wrongful termination and employment discrimination, insurance coverage, and other complex litigation. Ms. McIntyre also has appellate, civil bench and jury trial, and arbitration experience.

Ms. McIntyre’s representative investigation experience includes:

  • Represented 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 regarding 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.

Ms. McIntyre is a recipient of the prestigious 2006 Burton Awards for Legal Achievement. She was recognized 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.

Ms. McIntyre has been named to the 2005, 2006, 2008, 2009, 2010, 2011, 2012, 2013, 2014, 2015, 2016, 2017 and 2018 “Northern California Super Lawyers®” list compiled by Law & Politics, which consists of the top five percent of attorneys in Northern California based on peer nomination and research. In 2014, Ms. McIntyre was honored as "Boss of the Year" by the Santa Clara County Legal Professionals Association. She also has been nominated for inclusion in the 10th Anniversary Edition of the International Who’s Who of Professional & Business Women.

Ms. McIntyre has been named a Fellow in the Litigation Counsel of America Trial Lawyer Honor Society. Fellows are selected based upon effectiveness and accomplishment in litigation, both at the trial and appellate levels, and superior ethical reputation. Ms. McIntyre has been named a Fellow of the American Bar Foundation. Membership in the Fellows is an honor limited to one third of one percent of the lawyers in America. Selection as a Fellow is recognition of a lawyer as one whose professional, public and private career has demonstrated outstanding dedication to the welfare of the community, the traditions of the profession and the maintenance of the objectives of the American Bar Association.

Ms. McIntyre’s memberships include: State Bar of California, Santa Clara County Bar Association, Association of Business Trial Lawyers (columnist for ABTL Report, On Litigation Skills), Federal Bar Association, William A. Ingram Inn of Court (current Executive Committee Member; past President, President-Elect, Treasurer, Programming Chair, and Pupillage Group Leader), Standing Committee on Professional Conduct, United States District Court for the Northern District of California, and the American Bar Association.

Ms. McIntyre has served as a faculty member for the National Institute for Trial Advocacy’s deposition program on multiple occasions. She also has served as a featured speaker on discovery issues.

Ms. McIntyre is also President of the Board of Directors of the San Jose Wind Symphony where she plays the French horn.

 

Representative Cases

  • Kerrigan Capital, LLC, et al v. David Strohm, et al., No. CIV 534431, San Mateo County Superior Court
    The Firm represents 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.

  • The Firm 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.

  • 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.
  • Kyung Cho et al. v. UCBH Holdings, Inc., et al., No. CV-09-42-8 JSW, United States District Court, Northern District of California
    The Firm represented multiple officer defendants in a class action that alleged defendants issued false and misleading statements concerning UCBH’s allowances and provisions for loan loss and falsely represented that UCBH’s financial reporting controls were effective.  We also represented individuals in related actions, including representation of a witness in an action filed by the Department of Justice.
  • Stephen Neville v. Maxwell Technologies, Inc., No. 37-2013-00075582-CU-WM-CTL, San Diego County Superior Court; and In Re Maxwell Technologies, Inc. Derivative Litigation, Lead Case No. 3:13-cv-00966 BEN-RBB, United States District Court, Southern District of California
    The Firm represented nominal defendant Maxwell Technologies in derivative cases filed in state and federal court.  Plaintiff alleged that defendants breached fiduciary duties by causing or failing to prevent accounting issues that led to a restatement.
  • VisionChina Media Inc., et al. v. Shareholder Representative Services, LLC, et al., No. 652390/2010, New York Supreme Court
    Bergeson, LLP represented multiple companies in their efforts to ensure that a foreign company and its subsidiary complied with their contractual obligations to pay for their acquisition of a company.
  • 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.
  • Chao, Jinnie v. Salem, Ardeshir, et al., Santa Clara County Superior Court, Case No. 1-12-CV-217465
    Represented a federally registered investment adviser in an action alleging claims of breach of fiduciary duty, negligence, violation of California Corporations Code § 25401, fraudulent concealment, and accounting.
  • 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 the firm’s motion to dismiss on behalf of its clients on the grounds that Plaintiffs lacked standing to bring direct claims.
  • Baker v. Arkansas Blue Cross and Blue Shield, et al., No. 09-495457, San Francisco County Superior Court
    Represented four entities in an action alleging derivative claims for breach of fiduciary duties, minority shareholder oppression, and violation of California Business and Profession Code §17200, and a direct claim for breach of fiduciary duties.
  • 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.
  • In re Marvell Technology Group, Ltd. Derivative Litigation, No. C-06-03894 RMW, United States District Court, Northern District of California; In re Marvell Technology Group, Ltd. Securities Litigation (Class Action), No. C-06-0626 RMW, United States District Court, Northern District of California
    The firm represented the former Chief Financial Officer of Marvell in shareholder suits concerning stock option practices.
  • 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
    The firm 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
    The firm represented defendants in an action regarding a proposed investment in a company. The Court granted the firm’s motion to dismiss on behalf of defendants finding there was no personal jurisdiction.
  • In re Rambus Inc. Derivative Litigation, No. C-06-3513 JF, United States District Court, Northern District of California; In re Rambus Inc. Securities Litigation, No. C-06-4346 JF, United States District Court, Northern District of California; Kelley v. Rambus Inc., et al., No. C-07-01238 RMW, United States District Court, Northern District of California
    The Firm represented a former officer of Rambus in shareholder suits concerning stock option practices.
  • Talieh v. Harrus, et al., No. 1-09-CV-153179, Santa Clara County Superior Court
    The firm represented the nominal defendant company in a shareholder derivative action alleging breach of fiduciary duty.
  • 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.
  • 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
    This case involved allegations of stock price manipulation by investment bankers in connection with an Initial Public Offering. The firm represented the former Chief Financial Officer of Netcentives, Inc. whose stock was alleged to have been manipulated. The Court granted the motion to dismiss filed by Bergeson, LLP, dismissing the action with prejudice against the former CFO of Netcentives. The Court of Appeal 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.
  • Glidden, et al. v. SkillSoft PLC (fka SmartForce PLC), et al., Case No. C-04-4913-CRB, United States District Court for the Northern District of California
    The firm represented SkillSoft PLC (fka SmartForce PLC) and two of its officers in an action arising out of the merger of IC Global Corporation with SmartForce PLC. Plaintiffs alleged fraud and negligent misrepresentation claims.
  • In re MIPS Technologies, Inc. Derivative Litigation, No. C 06-06699 RMW, United States District Court, Northern District of California
    The firm represented the former Vice President of Human Resources in a derivative shareholder suit concerning stock option practices.
  • 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. 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.
  • S&A Biotech Investments, LLC v. Thomas Baruch, et al., Case No. CV797835, Santa Clara County Superior Court
    In this derivative action, the firm represented four of the individual defendant directors of nominal defendant Rodenstock North America, Inc. (“RNA”). Plaintiff alleged that the individual defendant directors of RNA breached fiduciary duties to RNA and its shareholders by voting in favor of a settlement between RNA and ACLARA Biosciences, Inc. (“ACLARA”) relating to the re-sale of ACLARA shares to ACLARA. Plaintiff dismissed the action against the individual defendant directors without any payment to Plaintiff.
  • In re InaCom Corporation Securities Litigation, Master File No. 00-701 (JJF) United States District Court for the District of Delaware
    The firm represented the former Chairman of the Board of InaCom in this security class action filed in the United States District Court for the District of Delaware. Plaintiffs alleged violations of Sections 11, 12(a)(2), and 15 of the Securities Act, and Sections 10(b), 20(a) and 14(a) of the Exchange Act, and Section 10(b) of the Exchange Act. The gravamen of the Consolidated Amended Complaint was that defendants concealed from the investing public that InaCom was experiencing financial and operating difficulties which were adversely impacting InaCom’s revenue and profits, as well as its relationships with clients and customers.
  • Zurvan Mahamedi v. Lex Kosowsky, Case No. 1-15-CV-278496, Santa Clara County Superior Court
    Represented a publicly traded company and its CEO in an action filed against them alleging claims of breach of fiduciary duty, unfair competition, negligence, concealment, conspiracy, and aiding and abetting.  The Court sustained our clients’ demurrer without leave to amend.
  • 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.
  • Maplebrook Townhomes LLC v. Greenbank, No. 10-CV-63688 LHK, United States District Court, Northern District of California
    Represented defendant 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.
  • Santoro v. Juniper Networks, Inc., et al., Santa Clara County Superior Court, Case No. CV 808805
    Represented founders of a company acquired by Juniper Networks, Inc. in a lawsuit against Juniper and eleven individual defendants alleging securities, intellectual property, fraud, employment, and contract claims.
  • Represented defendants in multiple qui tam false marking cases in the United States District Court for the Northern District of California
  • Pybas Vegetable Seed Co., Inc. v. Tozer Seeds Ltd., Case No. C08 02216, United States District Court for the Northern District of California
    Represented defendant seed company in action alleging violations of the Racketeering and Corrupt Organizations Act, conspiracy, unfair competition, interference with contract, interference with prospective economic relations, conversion, misappropriation of trade secrets, breach of contract, quantum meruit, promissory estoppel, and breach of fiduciary duty.
  • Represent distributor of petroleum products in a variety of disputes with station operators, including:

    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 in 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.

 

Publications

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, 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.