Nicole L. Chessari

Nicole Chessari is counsel in the firm’s Litigation Department and a member of its Complex Litigation & Dispute Resolution practice, with a focus on working with technology and life sciences companies and venture capital firms. Ms. Chessari is also a member of the firm’s Life Sciences Disputes group. Ms. Chessari specializes in representing companies, their boards and officers, and venture capital firms and their partners in connection with internal investigations and government investigations by the Securities & Exchange Commission, Department of Justice, FINRA, and FinCEN relating to the Foreign Corrupt Practices Act, insider trading, revenue recognition, fraud, and other potential violations of the law. Ms. Chessari also specializes in defending companies, directors, and executives against securities class actions, derivative lawsuits, and M&A litigation and representing companies and individuals in complex commercial disputes.

Ms. Chessari has represented a variety of clients, ranging from large public technology and life sciences companies to venture funds, crypto-currency companies, startups and individuals. She has represented clients in actions brought in state and federal courts throughout the country and in arbitrations involving allegations of fraud, breach of contract, breach of fiduciary duty, and violations of state and federal law.

Ms. Chessari’s representative matters include:

Securities Litigation

• 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.
• Coinstar, Inc. (now Outerwall, Inc.) – Won dismissal of derivative action and partial dismissal class action in the U.S. District Court for the Western District of Washington alleging violations of Section 10(b) and Rule 10b-5 and Section 20(a) against Coinstar, a leading provider of automated retail solutions, and its executives and directors arising from missed projections and related public disclosures pertaining to its Redbox product.*
• Rambus, Inc. – Won dismissal of multiple shareholder lawsuits in California federal and state court against Rambus, a technology company specializing in the performance and protection of data, and certain of its directors and executives, one of which was with prejudice and affirmed on appeal before the California Court Of Appeal Sixth Appellate District.*

M&A Litigation

• Benchmark Capital – Won dismissal, with prejudice, in Superior Court for Alameda County, California, of Benchmark funds in connection with breach of fiduciary duty claims brought against them in their capacity as shareholders of Art.com after Art.com sold the majority of its assets to Walmart.
• 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 – Represent 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.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.
• Cypress Semiconductor Corporation – Defense of Cypress against a shareholder class action lawsuit in Delaware Chancery Court challenging and seeking to enjoin Cypress’ proposed $109.8 million acquisition of Ramtron. Successfully defeated a preliminary injunction motion, which allowed the deal to close as scheduled.*

Investigations

• 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.
• A Public Technology Company – Conducted internal investigation concerning a variety of complex accounting issues relating to revenue recognition. Self-reported to the Securities & Exchange Commission, which decided to take no action.*
• A Public Pharmaceutical Company – Represented client in connection with four-plus year investigation conducted by the Securities & Exchange Commission and Department of Justice, concerning a variety of complex accounting issues and alleged FCPA violations, in the U.S. and abroad.*
• A Public Technology Company – Conducted internal investigation concerning potential insider trading. Represented client in subsequent investigation into potential insider trading by the Securities & Exchange Commission and FINRA and advised client on remedial measures.*

Commercial Litigation

• Parata Systems, Inc. – Represent Parata, a company which provides pharmacy automation solutions, and various subsidiaries of Frazier Healthcare Partners, a private equity and venture capital firm, in a case brought against 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. 
• 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.
• 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.
• Actuate Corporation – Represented Actuate in a breach of contract dispute in the Superior Court for San Mateo County, California, culminating in a favorable settlement shortly before trial.*

* Denotes experience prior to joining Goodwin.

Prior to joining Goodwin in 2014, Ms. Chessari was an associate with Wilson Sonsini Goodrich & Rosati in Palo Alto, Calif. While in law school, she was a judicial law extern for the law and motion department of the Yolo County Superior Court in Woodland, Calif.

Ms. Chessari is co-author of “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.

Ms. Chessari is also a co-author of “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.

She is a contributor to Goodwin's Securities Snapshot, a bi-weekly newsletter highlighting news from the civil and criminal securities law arenas and to Goodwin’s Digital Currency Perspectives, a blog relating to current legal and technological developments in digital currency. Her posts include Could Virtual Currencies be the Future of Payment Systems?