Robert W. Brownlie concentrates in the representation of corporations and their officers and directors in complex business, securities, and corporate litigation, particularly class action and derivative litigation. Mr. Brownlie is listed in The Best Lawyers in America in the area of derivative litigation and as a Southern California SuperLawyer.

Stock Option Investigations and Litigation

• Successfully defended JDA Software Group and its officers and directors in a shareholder derivative case alleging stock option backdating, which was pending in the Maricopa County, Arizona Superior Court. After successive motions to dismiss for failure to plead standing to proceed derivatively on behalf of the company, the plaintiff voluntarily dismissed the case.
• Successfully defended ArthroCare Corporation and its officers and directors on shareholder derivative cases alleging stock option backdating, which were pending in the U.S. District Court for the Western District of Texas. After successive motions to dismiss, the plaintiffs voluntarily dismissed the cases.
• Conducted an internal investigation of every stock option grant by a software company, which resulted in providing sufficient comfort to a Big Four audit firm that the company properly accounted for stock options despite minor discrepancies in record keeping.
• Conducted an internal investigation of every stock option grant by a Fortune 100 company, which resulted in providing sufficient comfort to a Big Four audit firm that the company properly accounted for stock options despite minor discrepancies in record keeping.
• Represented a Fortune 100 company in a confidential informal inquiry by the Securities and Exchange Commission into stock option granting practices, which resulted in the Commission closing the matter without further action or investigation.
• Counsel to a former officer of an Austin, Texas-based company in a shareholder derivative case alleging stock option backdating pending in the Untied States District Court for the Western District of Texas.
• Counsel to a former executive officer of a software company in shareholder derivative cases alleging stock option backdating pending in the United States District Court for the Central District of California and the Ventura County, California Superior Court and in connection with a related corporate investigation.
• Shadow counsel to a former executive officer of a real estate development company in a shareholder derivative case alleging stock option backdating pending in the United States District Court for the Central District of California.
• Shadow counsel to a former officer of a Dallas-based retail specialty company in shareholder derivative cases alleging stock option backdating pending in Dallas County state court and United States District Court for the Northern District of Texas.

Federal Securities Cases

• In re REMEC Securities Litigation. REMEC is a securities class action filed in the U.S. District Court for the Southern District of California. The court granted two motions to dismiss with leave to amend In re REMEC Inc. Securities Litigation, 388 F. Supp. 2d 1170 (S.D. Cal. 2005) and In re REMEC Inc. Securities Litigation, 415 F. Supp. 2d 1106 (S.D. Cal. 2006).
• Holzwasser v. Staktek Holdings, Inc. This case involves a securities class action suit currently pending in the U.S. District Court for the Western District of Texas. After the withdrawal of the original plaintiff, the court denied the motion to intervene of a new plaintiff, dismissed the case and entered judgment for the defendants.
• In re JNI Corporation Securities Litigation. JNI is a securities class action filed by Milberg Weiss in the U.S. District Court for the Southern District of California. Our motion to dismiss the First Amended Consolidated Complaint was granted with leave to amend in Osher v. JNI Corp., 256 F.Supp.2d 1144 (S.D. Cal. 2003), our motion to dismiss the Second Amended Consolidated Complaint was also granted with leave to amend in Osher v. JNI Corp., 302 F.Supp.2d 1145 (S.D. Cal. 2003), and our motion to dismiss the Third Amended Complaint was granted with prejudice and without leave to amend in Osher v. JNI Corp., 308 F.Supp.2d 1168 (S.D. Cal. 2004). The Ninth Circuit Court of Appeals affirmed the dismissal, but reversed and remanded the denial of leave to amend. On remand, the trial court again denied leave to amend and that decision was not appealed.
• In re Titan Inc Securities Litigation. We represent an individual defendant in this federal securities case and in state court derivative litigation and in a federal grand jury investigation and investigation by the Securities and Exchange Commission. The civil litigation has been settled. The investigations appear to have been concluded with no action by the government.
• Securities and Exchange Commission v. Yuen. We represent a former officer and board member of Gemstar-TV Guide International in a civil enforcement action brought by the SEC in the U.S. District Court for the Central District of California. Our motion to dismiss, the SEC’s second amended complaint was granted with leave to amend in S.E.C. v Yuen, 221 F.R.D. 631 (C.D. Cal. 2004). This case has settled.
• In re Foundry Networks, Inc. Securities Litigation. Foundry is a securities class action filed by Milberg Weiss in the U.S. District Court for the Northern District of California. The district court recently granted with prejudice and without leave to amend our motion to dismiss the fourth amended complaint in In re Foundry Networks, Inc. Sec. Litig., 2003 WL 22077729 (N.D. Cal. Aug. 29, 2003). This case was dismissed without payment while on appeal.
• In re The Vantive Corporation Securities Litigation. Vantive is a securities class action filed by Milberg Weiss in the U.S. District Court for the Northern District of California. The case was dismissed on the first motion to dismiss heard by the court. In re The Vantive Corporation Securities Litigation, 110 F. Supp. 2d 1209 (N.D. Cal. 2000). The decision has been affirmed by the Ninth Circuit Court of Appeals. In re The Vantive Corporation Sec. Litig., 283 F.3d 1079 (9th Cir. 2002) in the first Ninth Circuit decision involving accounting fraud claims under the Private Securities Litigation Reform Act of 1995.
• Zeid v. Kimberley, et al. (Firefox Communications, Inc.). Firefox is a securities class action filed by Milberg Weiss in the U.S. District Court for the Northern District of California. It resulted in the first favorable defense decision under the Private Securities Litigation Reform Act of 1995 (Zeid v. Kimberley, 930 F.Supp. 431 (N.D. Cal. 1996)) and first dismissal with prejudice in California under the Act. (Zeid v. Kimberley, 973 F. Supp. 910 (N.D. Cal. 1997)). The case was appealed to the Ninth Circuit Court of Appeal, which remanded the case to the district court for further consideration. The district court again dismissed the lawsuit. The trial court decision has been affirmed by the Ninth Circuit Court of Appeals.
• In re CIENA Corporation Securities Litigation. CIENA was a securities class action filed by Milberg Weiss in the U.S. District Court for the District of Maryland. CIENA had conducted one of the largest initial public offerings in history. It was subsequently sued by several of its shareholders for securities fraud. The district court granted our motion to dismiss the case. In re CIENA Corporation Securities Litigation, 99 F. Supp. 2d 650 (D. Md. 2000). The plaintiffs did not appeal the decision.
• In re JDA Software Group Securities Litigation. JDA was a securities class action filed by Milberg Weiss in the U.S. District Court for the District of Arizona. The case alleged claims for securities fraud under Section 10(b) of the Securities Exchange Act of 1934 and violations of the Securities Act of 1933. This case was dismissed on the first motion to dismiss heard by the court. The plaintiffs did not appeal the decision.
• pcOrder.com, Inc. Shareholder Litigation. This involves a series of case filed in state and federal court in Austin, Texas that initially attempted to block a tender offer to the shareholders of pcOrder.com, Inc. We were retained by the Special Committee of the board of directors of pcOrder.com, Inc. and successfully overcame the shareholders’ attempt to block the tender offer. After the tender offer and merger closed, a second series of lawsuits were filed in the U.S. District Court for the Western District of Texas alleging violations of the Securities Act of 1933 in connection with pcOrder.com, Inc.’s initial and secondary public offerings. The court denied plaintiffs’ motion for class certification and found that Milberg Weiss was could not adequately represent the class in Krim v. pcOrder.com, Inc., 210 F.R.D. 581 (W.D. Tex. 2002). The dismissal of this case was affirmed by the Fifth Circuit Court of Appeals in Krim v. pcOrder.com, Inc., 402 F.3d 489 (5th Cir. 2005).
• IPO Laddering Cases. These cases involve alleged improper conduct by various investment banking firms in connection initial public offerings during 1999 and 2000. We have been retained by several securities issuers and the directors and officers to defend them in these cases in the U.S. District Court for the Southern District of New York.
• In re Informix Securities Litigation. Informix was a securities class action filed by Milberg Weiss in the U.S. District Court for the Northern District of California and a shareholder derivative lawsuit in California state court. We represented an individual defendant in all of the cases. This case has been settled without payment by our client.
• Steckman v. Hart Brewing. Hart Brewing was a securities class action filed in state and federal court in San Diego. It resulted in the first dismissal with prejudice after the enactment of the Private Securities Litigation Reform Act of 1995. The case was dismissed on the initial round of motions. Steckman v. Hart Brewing, Inc., Fed. Sec. L. Rep. (CCH) ¶ 99,420 (S.D. Cal. Dec. 24, 1996). The Ninth Circuit Court of Appeals affirmed the dismissal in Steckman v. Hart Brewing, Inc., 143 F.3d 1293 (9th Cir. 1998).
• Powers v. Proxima Corporation. These cases involve a series of shareholder class actions filed by Milberg Weiss in state and federal court in San Diego. Several claims, including all claims asserted against some of Proxima’s former officers, were dismissed in the first round of motions (Powers v. Eichen, Fed. Sec. L. Rep. (CCH) ¶ 99,483 (S.D. Cal. Mar. 13, 1997)) and achieved a stay of discovery while motions for reconsideration were pending (Powers v. Eichen, 961 F. Supp. 233 (S.D. Cal. 1997)). The cases have settled.
• Miller v. NTN Communications, Inc. NTN is a securities class action filed in federal court in San Diego. We represent NTN and its present and former officers and directors. The district court granted in part and denied in part NTN’s motion to dismiss. This case has settled.
• Lefkowitz v. NTN Communications, Inc. Lefkowitz involved another securities class action filed in the San Diego federal court in which we represented NTN and its present and former officers and directors. We persuaded the plaintiffs to voluntarily dismiss the case for no consideration soon after it was served.
• Miller v. Telios Pharmaceuticals, Inc. We represented the directors and officers of Telios Pharmaceuticals in this securities class action filed by Milberg Weiss in the federal court in the Southern District of California alleging misrepresentations in a recent preferred stock offering. The case was settled below policy limits and below cost of defense with insurance benefits.
• Robbins v. Hometown Buffet. This case is a securities class action filed in federal court in San Diego by the Milberg Weiss firm attacking a public offering. We were selected to represent one of the underwriters, Alex. Brown & Sons, Inc. The firm persuaded Milberg Weiss to dismiss the action against our client without payment of any kind.
• Schneierson v. Aldila, Inc., et al. This securities class action was filed in federal court in San Diego by the Milberg Weiss firm challenging a public offering. We represented one of the underwriters, Alex. Brown & Sons, Inc. We persuaded the Milberg Weiss firm to dismiss the action against our client without payment of any kind.
• Benedict v. August Financial. This case was a securities class action filed in federal court in San Diego. Investors alleged that there were materially misleading statements made in the prospectus upon which they based their decision to invest in a series of real estate limited partnerships. We were selected to represent the law firm sued in the case and won the case on summary judgment.

Mergers and Acquisition and Corporate Fiduciary Litigation

• Grosset v. Wenaas, et al. This case involved a shareholder derivative suit involving JNI Corporation. The plaintiff sought to recover damages for breach of fiduciary duty and insider trading. The San Diego Superior Court sustained our demurrers with leave to amend, but allowed the case to proceed. The case was dismissed through a special litigation committee’s investigation and motion to dismiss. Plaintiff appealed. The Court of Appeal dismissed the appeal because sold his stock in a cash merger of JNI into another company. The California Supreme Court granted review of the decision, and later affirmed holding that standing bring a derivative suit requires a plaintiff to own stock in the subject company continuously throughout the litigation. Grosset v. Wenaas, ___ Cal. 3d ___, 2008 WL 383196 (Feb. 14, 2008).
• Cyber Dyne Liquidating Corporation v. All Optical Networks, Inc. This case involved a shareholder derivative suit alleging breach of fiduciary duty relating to a “down-round” financing. After three rounds of demurrers arguing that plaintiff lacked standing to proceed because it failed to adequately allege demand futility, plaintiff abandoned the case. Thereafter, our clients sued plaintiff and its counsel for malicious prosecution and recovered approximately $1 million from plaintiffs’ counsel.
• Chen v. Net Solve, Incorporated. This case was a class action filed in the Travis County, Texas District Court and to enjoin the merger of Net Solve, Incorporated into Cisco Systems, Inc. The merger proceeded and closed unimpeded by the lawsuit. Plaintiffs then voluntarily dismissed the case without settlement or payment.
• Aites v. Garden Fresh Restaurant Corp., et al. This case was a class action filed by Milberg Weiss in the San Diego Superior Court and involved an attempt to enjoin the cash merger of Garden Fresh Restaurant Corp. The case was voluntarily dismissed after we filed our demurrer.
• Bemanian v. Stern, et al. This case was a class action filed in the San Diego Superior Court and involved an attempt to block a meeting of the stockholders of JNI Corporation for the approval a proposed merger. The case settled for an additional disclosure and an nominal payment of attorneys’ fees to the plaintiff.
• Grossett v. Flanagan, et al. This case involved a stockholder derivative suit filed on behalf of JNI Corporation in the San Diego Superior Court. This case was dismissed following an investigation by a special litigation committee of the board of directors finding that the pursuit of the action was not in the best interest of the corporation.
• Ulrich v. Raytel Medical Corporation. This case filed in the San Mateo County Superior Court involved a class action filed by Milberg Weiss to challenge a going-private merger. After defeating Milberg’s attempt to enjoin the merger, we defeated the case through a demurrer that was sustained without leave to amend. The plaintiff chose not to appeal the dismissal.
• Mizel v. Bennett. This case was a shareholder derivative suit involving NTN Communications, Inc. in the San Diego Superior Court. Our demurrer to the plaintiff’s complaint was sustained without leave to amend. The plaintiff chose not to appeal.
• Scholl v. Applied Digital Access. Applied Digital Access involved a series of lawsuits arising from the acquisition of Applied Digital Access filed by Milberg Weiss. After intensive, expedited discovery, we defeated Milberg Weiss’ request to enjoin the transaction. The case has settled.
• In re Chips and Technologies, Inc. Shareholder Litigation. Chips and Technology involves shareholder class actions filed in Delaware and California seeking to enjoin Intel’s acquisition of Chips and Technology. These cases were settled with no payment by the company.

Consumer Class Action and Complex Business Litigation

• Gholamshadi v. IOS Capital, LLC. This case involved a class action suit challenging a force placed insurance program relating the lease of business equipment filed in the San Diego Superior Court.
• Matloubian v. Home Savings of America. Matloubian was a consumer class action filed in San Diego Superior Court involving lender force placed insurance. Plaintiffs alleged claims under the California Unfair Business Practices Act (Business and Professions Code § 17200) and a variety of common law claims. The case settled on the first day of trial.
• Lesser v. IKON Office Solutions, Inc. Lesser involved an alleged consumer class action filed in San Francisco Superior Court involving alleged improper billing practices. Plaintiff alleged claims under the California Consumers Legal Remedies Act (Civil Code § 1770, et seq.) and the California Unfair Business Practices Act (Business and Professions Code § 17200). This case has settled.
• Devoy v. Safeco Insurance Company. Devoy involved an alleged consumer class action filed in San Diego Superior Court involving alleged fraud and misrepresentation in the sale of annuity contracts. Plaintiffs alleged claims under the California Consumers Legal Remedies Act (Civil Code § 1770, et seq.) and the California Unfair Business Practices Act (Business and Professions Code § 17200). This case settled after a favorable trial result.
• Adler v. Prism Solutions, Inc. Adler is a securities class action filed by Milberg Weiss in California State Court (Santa Clara County ) in which we represent Alex. Brown & Sons, Hambrecht & Quist and Cowen & Company. The plaintiffs voluntarily dismissed Alex. Brown & Sons, Hambrecht & Quist and Cowen & Company from the case.
• Durkin v. Shields. Durkin involves a malpractice and breach of fiduciary duty lawsuit arising from the settlement of shareholder class and derivative actions filed by Milberg Weiss involving Imperial Corporation of America. We represent the former New York law firm of Shea & Gould and its former partners in litigation California and New York federal courts. The case has been to the Ninth Circuit Court of Appeal on an interlocutory appeal. Durkin v. Shea & Gould, 92 F.3d 1510 (9th Cir. 1996). The New York federal court granted our motion to dismiss in the New York litigation. Durkin v. Shea, 1998 WL 637462 (S.D.N.Y. 1998). The California case has settled.

PŘIJETÍ

• California
• United States District Court for the Northern District of California
• United States District Court for the Eastern District of California
• United States District Court for the Central District of California
• United States District Court for the Southern District of California
• United States Court of Appeals for the Ninth Circuit
• United States Court of Appeals for the Fifth Circuit
• United States Court of Federal Claims
• United States Supreme Court

Členství

• Disciplinary Committee for the US District Court for the Southern District of California
• Co-Chair, Accounting Issues Subcommittee, American Bar Association Securities Litigation Committee
• American Bar Association Class Action and Derivative Litigation Committee
• Advisory Committee, BNA Class Action Litigation Report

Publikace

• “De Lange Arm Van De Amerikaanse Rechter,” de Commissaris (Dutch translation of “The Long Arm of the American Law”), October 2006
• Co-author, “Concern Grows Over Exposure to U.S. Lawsuits,” Financial Times, May 30, 2005 (with Alexopoulos)
• “Next Stop: The Supreme Court? The Apparent Split in the Circuits Interpreting the Private Securities Litigation Reform Act of 1995,” Class Actions & Derivative Suits (ABA) Spring 1999
• “Federal Pre-emption as a Possible Response to a New Challenge: Securities Class Actions in State Court,” 34 Cal.W. L. Rev. 493, 1998
• “A New Forum: Securities Fraud Class Actions in State Court, Class Actions & Derivative Suits,” ABA, July 1997
• "Corporate Records and Reports," Chapter 10 in California Transaction Forms, 1996
• Co-author, “Representing Multiple Parties in Securities Litigation and Arbitration,” 819 Securities Arbitration 723 (Practical Law Institute) 1993 (with Weiss)
• “Usury Law in California : A Guide Through the Maze,” 20 U.C.Davis L. Rev. 397, 1987 (with Rabin)

Semináře

• “Ethics in Negotiations,” San Diego County Bar Association (October 2006)
• American Bar Association Tenth Annual National Institute on Class Actions (October 2006)
• Houston Chapter of the National Association of Corporate Directors Annual Program (September 2006)
• Faculty Member, UCLA Anderson School of Business Directors’ Training and Certification Program (May 2006)
• KPMG Audit Committee Institute, Fall 2004 Audit Committee Roundtable: Exploring Expectations of Audit Committee Effectiveness (December 2004)
• “Securities Litigation and Strategies for Defending Class Actions,” Association of Corporate Counsel San Diego Chapter, La Jolla, California (May 2004)
• “Class Action Sales Tax Litigation,” Institute for Professionals in Taxation, 26th Annual Conference, Boca Raton, Florida (June 2002)
• “Avoiding Board and Management Conflicts: Lessons from Enron,” Defense Symposium of In-House Counsel: Avoiding Litigation Disasters, Philadelphia, Pennsylvania and Los Angeles, California (April 2002)
• “Rule 23 Class Action Practice,” Lorman Federal Practice Seminar, San Diego, California (October 2001)
• “Securities Litigation in State Court,” Third Annual Securities Litigation Conference, Santa Fe, New Mexico (July 2000)
• “Real Estate Collateral Protection Insurance Litigation,” given at Balboa Insurance Conference, Newport Beach, California (February 1998)
• “Defending Class Actions in State Court,” given to Consumer Attorneys of San Diego (May 1998)
• “Protecting Corporate Officers and Directors from Liability,” Continuing Education of the Bar in Irvine and San Diego, California (May and June 1998)
• “The Outlook for Securities Litigation for 1998 and Beyond,” given at UCSD Connect 1998 Capital Markets Program (January 1998)

Předchozí zkušenosti

• Milberg Weiss Bershad Specthrie & Lerach: Associate in the firm’s San Diego office. Represented plaintiffs in numerous class actions and derivative actions, including Alfus v. Pyramid Technology Corp., Lazar v. Gurevitch (New Image Industries, Inc.), In re Software Toolworks Securities Litigation, In re Digital Microwave Securities Litigation, In re Caere Securities Litigation, Ackerman v. Kassar (Carolco Pictures, Inc.), the Executive Life Insurance Policyholders’ Litigation, the First Capital Life Insurance Policyholders’ Litigation, and the Bank of Credit and Commerce Depositors’ Litigation.
• Gray, Cary, Ames & Frye: Associate

Obecně prospěšná činnost

• Former Chair, Qualcomm Stadium Advisory Board (appointed by San Diego City Council
• Former Chair, Union of Pan Asian Communities
• Former Officer and Board Member, National Asian Pacific American Bar Association
• Former Co-Editor, American Bar Association Class Actions and Derivative Suits Newsletter
• Past President, Asian Business Association of San Diego