William Alderman
Senior Counsel
San Francisco
Bill Alderman, a Senior Counsel in the San Francisco office, concentrates his practice on business litigation and dispute resolution. He has broad experience in matters involving federal and state securities, corporate governance, technology, trade secrets, business torts and international disputes.
Bill is additionally recognized for the results he has obtained in insurance coverage, employee benefits, and federal and state antitrust disputes. He commits a substantial part of his time to pro bono representation and to representation of the firm.
Representing clients in class and derivative actions, Bill's approach is to minimize his clients’ overall cost through careful strategic planning, dispositive motions and aggressive negotiation. Only three of the many securities class actions he has defended have resulted in any settlement payment by his client or its carrier. Of his nearly 100 motions to dismiss securities class, mass or derivative actions since 1996, more than 90 percent were granted in their entirety (most with prejudice), while others were granted in part or led to a successful motion for summary judgment.
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The following are some of Bill's more notable securities class, derivative and individual actions.
- Deckers Outdoor Corp. Securities Litigation. (C.D. Cal., D. Del., Santa Barbara Superior, Cal. Ct. App. 2012-2014). Bill represented the company and its three top executives in defending two class actions and two derivative actions. All four actions were dismissed with prejudice on initial motions; on appeal in the derivative actions, dismissal was affirmed.
- FHFA v. Novation Companies, Inc. (N.Y. Supreme, 2012-19). Bill represented an RMBS sponsor in the defense of an action by the trustee on behalf of FHFA seeking repurchase of loans in the trust; action settled.
- Woori Bank v. RBS Securities (S.D.N.Y. 2012). Bill represented a CDO issuer in defense of an action by an institutional buyer; obtained dismissal with prejudice.
- National Credit Union Administration Board v. RBS Securities, Inc. et al. (D. Kan., 10th Cir., U.S. Supreme Court 2011-present). Bill represents an MBS issuer in an action by the liquidation agent for a failed credit union/buyer.
- Cambridge Place Inv. Mgmt., Inc. v. Morgan Stanley, et al. (D. Mass, MA state court 2010-12). Bill represented a sponsor of MBS offerings in two actions brought by an MBS investor; obtained dismissal on initial motion.
- In re 2007 NovaStar Financial, Inc. Sec. Litig. (W.D. Mo. 2007-08; 8th Cir. 2009). Bill represented the company and three officers in defense of class actions alleging accounting errors in connection with subprime lending. Obtained dismissal with prejudice on initial motion; dismissal affirmed on appeal; related derivative actions settled without cost to client.
- New Jersey Carpenters Health Fund v. NovaStar Mortgage, Inc., et al. (S.D.N.Y., 2d Cir. 2009-present). Bill represents a subprime mortgage lender and four of its officers in defense of a class action brought by buyers of interests in securitized mortgage pools against the lender, bond underwriters, and rating agencies. Obtained dismissal with leave to amend on initial motion and subsequent dismissal with prejudice; dismissal reversed on appeal. Settlement currently on appeal.
- In re McKesson HBOC Securities Litigation; U.S. v. Hawkins; SEC v. Hawkins (N.D. Cal., S.F. Superior 1999-2005). Bill represented the former CFO in defense of multiple civil, criminal and regulatory actions arising out of a US$9 billion one-day loss of market capitalization following restatement of earnings of an acquired company. He obtained an acquittal following a criminal trial, voluntary dismissal of an SEC action, and dismissal of various state and federal claims, with prejudice. Additional actions were settled without cost to client.
- In re Hewlett-Packard Company Consolidated Derivative Litigation (Santa Clara Superior 2006-08). Bill represented the former general counsel in defense of derivative litigation relating to use of alleged pretexting to obtain confidential telephone records; settled without cost to client.
- In re: Gap Inc. Derivative Litigation (San Francisco Superior 2006-07). Bill represented 34 present and former officers and directors in obtaining voluntary dismissal of derivative actions alleging stock option backdating.
- Gillam v. PG&E Corp. (N.D. Cal., 9th Cir. 2001-03). Bill represented the parent of a major utility and its principal officers in obtaining dismissal, with prejudice, of a class action claiming multibillion-dollar overstatements of revenues and earnings in connection with California energy crisis. Dismissal of the case was affirmed on appeal.
- In re NovaStar Financial Sec. Litig. (W.D. Mo., Missouri and Maryland State Courts 2004-08). Bill represented the company and various officers and directors in the defense of class and derivative actions brought by open market purchasers. All matters settled without cost to clients.
- Sec. Litig. for an American Securities Company (N.D. Cal. 2004-08). Bill represented the CEO, CFO and controller in defense of a class action on behalf of purchasers of more than US$1 billion in corporate bonds; case settled without cost to clients.
- Landau v. Bechtle (S.F. Superior 2004-2006). Bill represented the directors of Charles Schwab Corporation in obtaining the voluntary dismissal of derivative actions relating to alleged market timing and late trading in mutual funds managed by a company subsidiary.
- In re Callidus Software Sec. Litig. (N.D. Cal. 2004-2006). Bill represented the company, officers and directors in obtaining dismissal of class action alleging misleading projections.
- Operating Engineers v. IMPAC Medical Systems (N.D. Cal. 2004-05). Bill represented the company and principal officers in obtaining voluntary dismissal of class action.
- Khader v. Affymetrix Corp. (N.D. Cal. 2003-04). Bill represented issuer, directors and officers in obtaining dismissal of class action claiming misleading projections.
- In re Onyx Software Corp. Securities Litigation. (W.D. Wash. 2001-03). Bill represented the company, directors and officers in the defense of class and derivative actions claiming improper revenue recognition in connection with restatement. Obtained dismissal of 10b-5 claim balance settled without payment by clients.
- In re Metricom Sec. Litig. (N.D. Cal., 9th Cir. 2001-2006). Bill represented underwriters in obtaining dismissal, with prejudice, of class and individual actions for IPO and open-market purchasers; dismissal affirmed on appeal.
- In re Clarent Corp. Sec. Litig.; Ahlstrom v. Clarent (N.D. Cal., D. Minn. 2002-05). Bill represented former CFO in defense of class and mass actions claiming improper revenue recognition in connection with restated financial statements. Obtained dismissal of 10b-5 claim; balance settled without payment by client.
- Herman v. Salomon Smith Barney (S.D. Cal. 2002-03). Bill represented broker-dealer in obtaining dismissal, with prejudice, of a class action challenging alleged practices in sale of municipal bonds.
- Olson v. Salomon Smith Barney (N.D. Cal. 2002). Bill obtained voluntary dismissal of class action challenging alleged practices in sale of municipal bonds.
- Behrens v. Cygnus Inc. (N.D. Cal. 2002). Bill obtained voluntary dismissal on behalf of company, officers, and directors of class action claiming non-disclosure of material information.
- Securities Litigation for an American Multinational Software Corporation (N.D. Cal. 2000). Bill represented the underwriter/analyst in obtaining dismissal of a class action involving open market trading.
- Lippitt v. Raymond James Financial (S.F. Superior, N.D. Cal., 9th Cir. 2001-04). Bill represented broker-dealer in class action claiming that marketing of callable CDs is an unfair business practice. Following the denial of a motion to remand, Bill obtained voluntary dismissal. The case settled after prior denial of remand was reversed on appeal.
- FPA Securities Litigation (S.D. Cal., 9th Cir. 1999-2005). In Madden v. Deloitte & Touche and Amin v. S.G. Cowen, Bill represented the financial advisor in obtaining a dismissal, with prejudice, of mass actions arising out of acquisition of managed care medical corporations. Dismissal of the case was affirmed on appeal.
- Bergen Capital Trust I Securities Litigation (C.D. Cal. 1999-2002). Bill represented the managing underwriters in defense of a class action involving a $300 million debt offering and open market trading, which was settled without payment by clients.
- Myers v. Merrill Lynch (N.D. Cal., 9th Cir. 1998-2001). Bill represented the investment banking firm in defense of class action claiming that “penalty bids” imposed by underwriters to discourage flipping by IPO purchasers violate California unfair competition law and other laws. He obtained dismissal, with prejudice, on his initial motion which was affirmed on appeal.
- In re Fritz Companies Securities Litigation (N.D. Cal., 9th Cir., S.F. Superior, California Court of Appeal and Supreme Court 1996-2003). Bill represented the company and its directors in defense of class actions involving open market trading. Federal and state actions were dismissed with prejudice on initial motion. He also obtained a judgment from the California Supreme Court reinstating the dismissal of another state case on behalf of holders.
- In re Triteal Corp. Securities Litigation (S.D. Cal. 1997-99). Bill represented the lead underwriters in the defense of class actions involving secondary offering and open market trading. The case settled without payment by clients.
- Chan v. Orthologic Corp. (D. Ariz. 1997-98). Bill represented the lead underwriters in defense of a class action involving open market trading and obtained dismissal with prejudice on the initial motion.
- Steckman v. Hart Brewing, 143 F.3d 1293 (S.D. Cal., 9th Cir., San Diego Superior 1996-98). Bill represented the lead underwriters in defense of a class action arising out of a US$50 million IPO and open market trading. He obtained dismissal, with prejudice, of the federal action on the initial motion and voluntary dismissal of state court actions. The dismissal was affirmed on appeal.
- In re KENETECH Securities Litigation (N.D. Cal. 1995-99). Bill represented lead underwriters in defense of class actions arising out of a US$100 million IPO of common stock, US$100 million offering of preferred depositary shares and open market trading. He obtained dismissal of Section 11 claims by open market purchasers and summary judgment on remaining claims.
- In re Software Toolworks, Inc. Securities Litigation, 50 F.3d 615 (9th Cir. 1994), cert. denied, 516 U.S. 907 (1995). Bill represented the Securities Industry Association as amicus curiae in support of the affirmance of summary judgment for underwriters on due diligence defense.
- In re Worlds of Wonder Securities Litigation, 814 F. Supp. 850 (N.D. Cal. 1993), aff’d in part, rev’d in part, 35 F.2d 1407 (9th Cir. 1994), cert. denied, 516 U.S. 868 (1995). Bill represented the lead underwriters in defense of class actions alleging federal securities claims and common law claims arising out of a US$120 million IPO. He represented the sole underwriter in defense of a similar class action arising out of an US$80 million public offering of convertible debentures. In both cases, he defended against open market trading claims. Summary judgment for the underwriters was affirmed on appeal.
The following cases illustrate some of Bill's other areas of experience in securities matters.
- Unfair Competition Litigation. Bill has won more than 20 recent class and private attorney general actions under Section 17200 of the California Business & Professions Code on behalf of such clients as Citigroup, Salomon Smith Barney, Morgan Stanley and Verizon.
- Private Finance Litigation. In Z Auction v. Salomon Smith Barney (Los Angeles County Superior Court 1999-2001), Bill represented the investment banker in defense of a US$1 billion claim for damages arising out of a private financing engagement and obtained dismissal of entire case with prejudice on demurrer.
- Merger and Acquisition Litigation. In Medtronic v. Dieck (Arbitration 1998-99), Bill represented 10 former shareholders of an acquired company in defending a demand by the acquirer for rescission of US$72 million merger. He obtained summary judgment and an award of attorney’s fees from an arbitration panel.
- Customer Litigation. In Estate of Joslyn v. Estate of Cash (NASD arbitration 1999 - 2001). Bill represented a broker-dealer in defense and favorable settlement of a claim that the customer suffered US$16 million in damages from unsuitable investments.
- Fiduciary Litigation. In Rutledge v. Smith Barney (D. Haw. 1998-99), Bill represented the financial advisor in obtaining a dismissal with prejudice of ERISA and common law claims based on services to union trust funds.
- Intra-company Disputes. Bill has represented numerous companies and/or shareholders in resolving disputes between majority and minority shareholders.
- Partnership Disputes. Bill has represented numerous partnerships and their constituencies in disputes over partnership or general partner action.
- Tender Offer Litigation. Bill has represented both offerors and offerees in federal and state litigation relating to corporate or partnership tender offers.
- Regulatory Investigations. Bill has represented clients in numerous public and non-public investigations and informal inquiries by the SEC, NASD, NYSE, AMEX, PCX and FINRA: In 2004 and 2005, he represented clients in producing documents and/or testimony to the SEC in nine separate matters, without any having resulted in enforcement action.
- Advisory Litigation. In Nicolino v. Automated Security (Holdings) plc (Contra Costa Superior Court; Court of Appeal 1997-98), Bill represented the financial advisor in obtaining the dismissal of a claim for alleged breach of acquisition agreement. Dismissal of the case was affirmed on appeal.
- Internal Investigations. Bill has conducted internal investigations and represented special committees or audit committees for clients such as Salomon Smith Barney, Gap Inc., Restoration Hardware, Walt Disney Co., Onyx Software, Calypte Biomedical, Harper Group and a global leading bank.
