Noah A. Katsell

Internal and Government Investigations

• Representation of several of boards of directors and their audit and special committees in corporate internal investigations involving issues of financial accounting and reporting, business practices and internal controls, corporate governance, fraud, breach of fiduciary duty, government contracts, compliance with securities laws and the Foreign Corrupt Practices Act
• Representation of public companies and individuals in connection with government investigations and lawsuits relating to stock option practices
• Representation of a Fortune 200 energy marketing and trading company in various government investigations and civil actions arising from the 2000 – 2001 California energy crisis, including investigations by the US Department of Justice (Antitrust Division and US Attorney's Office) Enron Task Force, Securities and Exchange Commission, Commodity Futures Trading Commission, Federal Energy Regulatory Commission, the State of California, and federal and state antitrust suits and class actions
• Representation of CFO and COO of a major corporation in one of the largest FCPA criminal cases ever brought, and in the parallel SEC proceedings
• Representation of public company in connection with DOJ investigation relating to government contracts
• Representation of special committee of the board of directors of a supercomputing company in SEC investigation involving accounting fraud
• Representation of board of directors and company in the import export industry in an international criminal investigation
• Representation of defense industry government contractors in multiple FCPA and accounting fraud investigations conducted by DOJ and SEC
• Representation of medical device manufacturer in MLAT proceedings related to an investigation by South East Asian criminal  authorities
• Representation of CFO of a major mortgage bank in SEC, civil and criminal investigations related to the 2008 financial crisis
• Representation of medical device manufacturer and board of directors in civil and criminal securities fraud proceedings
• Representation of former CEO of failed data storage company in SEC proceedings
• Representation of Chinese and US based company in the VOIP industry in a DOJ inquiry

Securities Matters

• In re ArthroCare Corporation Securities Litigation. Securities class action suit filed in the US District Court for the Western District of Texas following the company's restatement of its financial statements
• In re REMEC Securities Litigation. Representing REMEC and two of its former directors and/or officers in a federal securities class action filed in the United States District Court for the Southern District of California. Defendants motion for summary judgment was granted resulting in dismissal with prejudice
• In re Broadcom Corporation Derivative and Securities Litigation. Representing two former Broadcom directors in state and federal court derivative actions, federal class action, SEC investigation and DOJ investigation asserting claims based on the alleged backdating of stock options
• Edrington v. Johnson, et al. Represented the directors of Foundry Networks in a class action alleging breach of fiduciary duty in connection with the negotiation and approval of a merger between Foundry Networks and Brocade Communications Systems valued at approximately $3 billion. Successfully defended plaintiff’s motion for a preliminary injunction seeking to enjoin the Foundry Networks shareholder meeting based on alleged omissions in Foundry Networks’ proxy statement. Negotiated a favorable disclosure settlement without payment of monetary damages
• In re Titan Inc Securities Litigation. Represented 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
• Securities and Exchange Commission v. Yuen. Represented a former officer and board member of Gemstar-TV Guide International in a civil enforcement action brought by the SEC in the US District Court for the Central District of California. The 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
• 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
• 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

Complex Business Matters

• Representation of carbon fiber manufacturer in several class and opt-out actions alleging international price-fixing cartel
• Representation of international computer company in multiple nationwide and California class actions involving breach of warranty, Consumers Legal Remedies Act (CLRA), and Unfair Competition Law (UCL) claims against distributors and manufacturers of computer hardware
• Representation of the beneficiaries of a liquidating trust in breach of fiduciary duty claims against officers and directors of the corporate trustee. Reached favorable settlement agreement with certain officers and directors. Second-chaired bench trial against remaining officer and director
• First chaired three week bench trial against the former San Diego District Attorney. Obtained bench verdict in favor of clients on all issues, resulting in judgment in excess of $600,000. Subsequently negotiated significantly higher settlement in lieu of a motion for attorneys' fees
• Represented Smith & Nephew in two week trial related to claims brought by distributors post-acquisition by Smith & Nephew. Achieved defense victory
• Represented Groupon, Inc. in nationwide consumer fraud class action litigation arising from alleged fraudulent practices in the marketing and sale of coupons. The cases have settled
• Representing Bridgepoint Education, Inc. in nationwide consumer fraud class action litigation arising from alleged fraudulent marketing practices
• Representation of trade school in a civil class action
• Representation of private equity interests and college admission and SAT preparation company in multiple dispute with founder and third-party competitor regarding trade secrets and breach of operating agreement
• Represented Chattem Inc., in California class action litigation arising from alleged fraudulent practices in the marketing and sale of ACT mouthwash
• Represented Encore Capital Management in alleged California class action litigation related to penal code section 630
• Representing NuVasive, Inc. in trade secret, unfair competition, and various other litigation matters in courts throughout the United States
• Representing Taiwanese textile manufacturer in trade secret litigation
• Representing provider of VOIP services to the Chinese ex-patriate community in trade secret and breach of contract litigation
• Representing former President of real estate development company related to tenant-in-common investment transactions
• Representing public company in dispute with investment bank regarding breach of contract