Nicole Chessari is a partner in the firm’s Litigation Department and a member of its Complex Litigation & Dispute Resolution and Private Investment Litigation groups. Her practice focuses on representing Goodwin’s private equity and venture capital firm clients and their portfolio companies in a wide range of disputes, including complex commercial litigation, partnership disputes, M&A disputes, and other business torts. She also represents many of the firm’s technology companies (from early stage start-ups to public companies) and their boards and officers, in connection with similar disputes as well as internal and government investigations, securities class actions, and derivative lawsuits.
Experience
Nicole has devoted a significant amount of her practice to representing private investment clients—both on the buy side and sell side—and technology clients. She has successfully litigated numerous earnout disputes, indemnity disputes, shareholder derivative actions, and partnership disputes. She has successfully pursued and defended against litigation involving allegations of breach of fiduciary duty, breach of contract, fraud, other torts (i.e. negligence, tortious interference), and violations of state and federal law. She has represented clients in actions brought in state and federal courts throughout the country and in arbitrations. In addition to her litigation experience, Nicole has substantial experience advising clients in connection with contract negotiations and litigation-avoidance strategies.
Nicole’s representative matters include:
- Zendesk, Inc. – Won dismissal in the U.S. District Court for the Northern District of California of securities class action under Sections 10(b) and 20(a) and Rule 10b-5 against Zendesk, a technology company, its CEO, and its CFO arising out of allegedly false and misleading statements and omissions regarding a data breach and the Company’s financial condition and performance in the EMEA and APAC regions.
- Ampio Pharmaceuticals, Inc. – Won dismissal in the U.S. District Court for the Central District of California of securities class action under Section 10(b) and Rule 10b-5 against Ampio, a life sciences company, its CEO, and its CFO arising out of allegedly false and misleading statements and omissions regarding a Phase III clinical trial.
- Sequoia Capital funds – Won dismissal with prejudice in California Superior Court of securities class action asserting Section 15 claims against venture funds which were large investors in Natera, Inc., a genetic testing company, alleging that the funds were liable as controlling persons for false and misleading statements in Natera’s Registration Statement filed in conjunction with its IPO.
- Benchmark Capital – Won dismissal, with prejudice, in Superior Court for Alameda County, California, of Benchmark funds and a Benchmark partner in connection with breach of fiduciary duty claims brought against them in their capacity as a shareholder and director of Art.com arising from Art.com’s sale the majority of its assets to Walmart.
- Kingswood Capital – Defense of private equity firm, Kingswood, and certain of its current or former partners and affiliates against claims by AutoZone for fraudulent transfer, unlawful dividend, breach of fiduciary duty, and tortious interference brought against them in California state court relating to an acquisition sourced by Kingswood from AutoZone of the assets of AutoZone’s online auto parts business, AutoAnything. AutoAnything failed, notes to AutoZone in connection with the transaction were not fully paid, and AutoZone asserted claims for fraudulent transfer, unlawful dividend, breach of fiduciary duty, and tortious interference. The case was resolved through a favorable settlement.
- A Private Technology Company – Defense of a global marketing technology company, in a post-merger escrow dispute brought in arbitration by the shareholders’ representative of the acquired company, seeking to prevent our client from obtaining indemnification through the escrow account for various claims, which culminated in a favorable settlement.
- Fortis Advisors LLC – Represented Fortis, the equityholders’ representative of Virdia, Inc., a biorefining technology company, in a post-merger dispute in Delaware Chancery Court against Stora Enso AB, the acquirer, seeking milestone payments that Fortis contends should have been paid pursuant to the merger agreement.
- Trulia, Inc. – Defense of Trulia, Inc., a company providing real estate mobile and web products, and its board of directors against shareholder class action lawsuits in Superior Court for San Francisco County, California, and the Delaware Court of Chancery challenging and seeking to enjoin $3.5 billion all-stock merger with Zillow, Inc. Successfully consolidated the cases to expedite their resolution in advance of the closing and negotiated a favorable settlement, allowing the merger to close as scheduled. Submitted the requested supplemental briefing on behalf of the defendants in connection with what became a highly publicized settlement approval process.
- Onyx Pharmaceuticals, Inc. – Defense of Onyx board of directors against post-close shareholder class action lawsuit in the Superior Court for San Mateo County, California alleging breach of fiduciary duty against the directors for approving a $10.4 billion acquisition of Onyx by Amgen, Inc, resulting in settlement. At the close of discovery, defeated plaintiffs’ motion to amend the complaint to add a duty of care claim against one of the officers.
- Xoom Corporation – Defense of Xoom, an electronic funds transfer or remittance provider, its directors and officers against four shareholder lawsuits filed in Delaware Chancery Court following the announcement of its $890 million sale to PayPal. The lawsuits alleged breach of fiduciary duty claims against the Xoom directors and officers related to the future employment of some of the Xoom management team and Xoom’s disclosures concerning the fact that it was a victim of $30 million business email compromise (“BEC”) fraud scheme. Successfully defeated plaintiffs’ motion for expedited proceedings, which allowed the deal to close on time and ultimately resulted in voluntary dismissal of the litigation.
- Venture Capital Funds – Represented various venture capital funds in connection with investigations into potential fraud by CEOs of the respective portfolio companies.
- Ripple Labs, Inc. – Defense of Ripple Labs, Inc., a cryptocurrency company, in connection with an investigation by the Department of Justice in the Northern District of California and the Financial Crimes Enforcement Network into potential violations of the Bank Secrecy Act, culminating in a Settlement Agreement with the government and no criminal charges brought against the company.
- A Public Life Sciences Company – Conducted internal investigation for a pharmaceutical company into anonymous whistleblower claims alleging inaccurate and incomplete disclosures to the FDA regarding clinical trials.
- A Venture Capital Fund – Represented a venture capital fund in an examination by the Securities & Exchange Commission to assess compliance with the Advisers Act and the rules thereunder and federal securities laws, in conjunction with fundraising rounds.The SEC closed its examination with no action taken.
- National Organic Food Company Special Committee – Represented the special committee of a well-known national organic food company, in connection with an investigation by the Department of Justice in the Eastern District of California into potential violations of immigration laws, and negotiated a Non-Prosecution Agreement.
- Frazier Healthcare Partners – Represented Frazier in connection with several lawsuits against the founder of an acquired portfolio company, Parata (a company which provides pharmacy automation solutions), including claims brought against the founder and other former employees for breaches of non-competition, non-solicitation, non-disparagement, and confidentiality agreements, and related tortious interference claims in the Circuit Court for Milwaukee County, Wisconsin. All cases concluded with favorable settlements.
- SS&C Technologies – Defense of SS&C in a licensing dispute brought against it in the U.S. District Court for the Northern District of California alleging breach of contract, copyright infringement and negligence.
- Mid-America Pet Foods – Defense of Mid-America in connection with a consumer class action following a recall of certain pet foods, asserting claims for negligence, fraud, breach of warranty, unjust enrichment, and violations of various state laws prohibiting deceptive trade practices, in the U.S. District Court for the Eastern District of Texas.
- Renesan Software and The Brydon Group – Represented Renesan, a portfolio company of private equity firm, The Brydon Group in litigation against Satellite Healthcare, Inc. in California state court, wherein Renesan brought claims against Satellite for breaching a Subscription Agreement. Obtained a highly favorable ruling in connection with a motion to strike, that the Court both rejected and made rulings that affirmatively supported Renesan’s claims. This helped procure a favorable settlement for Renesan.
- Arxan Technologies, Inc. – Defense of Arxan in a licensing dispute brought in the U.S. District Court for the Northern District of California against claims of breach of contract, copyright infringement, intentional interference with prospective economic advantage, and unlawful and unfair business practices and asserting counterclaims for breach of contract, tortious interference, and unfair competition. Ended in a favorable settlement.
- Ripple Labs, Inc. – Represented Ripple, a cryptocurrency company, in an interpleader action in the U.S. District Court for the Northern District of California resulting from a founders’ dispute.Prevailed on a motion for a temporary restraining order preventing the transfer of cryptocurrency and expedited discovery and obtained the first civil order in which a federal court custodied digital currency.
Areas of Practice
Professional Experience
Prior to joining Goodwin in 2014, Nicole was an associate with Wilson Sonsini Goodrich & Rosati in Palo Alto, California. While in law school, she was a judicial law extern for the law and motion department of the Yolo County Superior Court in Woodland, California.
Credentials
Education
JD2008
University of California, Davis
BA2004
University of California, San Diego
Admissions
Bars
- California
Courts
- U.S. District Court for the Northern District of California
Publications
Nicole is on the Editorial Board of Goodwin's Securities Snapshot, a blog highlighting interesting securities law decisions and developments.
Nicole co-authored “Do You Have to Disclose a Government Investigation? Practical Considerations, Legal Standards, and Recent Case Law” published in Harvard Law School Forum on Corporate Governance and Financial Regulation, March 2016, and Bank and Corporate Governance Law Reporter, Volume 56, Number 3, May 2016.
Nicole also co-authored “Disclosure of Management Projections in Mergers and Acquisitions: Are There Any Bright Line Rules?” prepared for the Practicing Law Institute’s “Trends in Merger Litigation 2013: Corporate, Litigation and Judicial Perspectives,” San Francisco, March 5, 2013.