Caroline McIntyre

Representative Cases

• Atinar Capital II, LLC, et al. v. Aida Alvarez, et al., No. CGC-17-559515, San Francisco County Superior Court
  The Firm represents 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
  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.
  
  
• 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, 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.  
  
  
• Represent distributor of petroleum products in a variety of disputes with station operators, including:
  • Represent the distributor in action pending in the United States District Court for the Southern District of California, in an action alleging 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 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.
    
    
• 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.