Carol Lynn Thompson

CAROL LYNN THOMPSON practices complex commercial litigation with an emphasis in securities litigation.

Ms. Thompson’s practice focuses on defending issuers, officers, directors and accounting firms in shareholder class actions alleging securities fraud and in derivative lawsuits. She also represents companies and individuals in governmental investigations and counsels companies, board committees and individuals in connection with internal investigations, including investigations involving insider trading and the Foreign Corrupt Practices Act.

In addition, Ms. Thompson has substantial experience representing clients, including financial institutions, in complex commercial litigation arising under California’s Unfair Competition Law and the federal and state false claims acts.

REPRESENTATIVE ENGAGEMENTS

Securities Litigation and Government Enforcement Matters

• Represented major accounting firm in action brought by FDIC asserting claims for professional negligence based on purportedly inadequate loan loss reserves.
• Represented accounting firm in a federal class action and related state actions brought by large pension funds arising out of allegedly fraudulent accounting by AOL prior to and after its merger with Time Warner.
• Represented several companies and individual officers and directors in a number of securities class actions and shareholder derivative litigations as well as government investigations based on alleged back-dating of stock options. Also represented audit committees investigating alleged improper practices in connection with accounting for and administration of stock option programs.
• Represented major accounting firm in connection with government investigations involving alleged fraudulent practices in connection with internet credit card company.
• Represented chief accounting officer in connection with government and internal investigations of alleged earnings management and other financial improprieties at major international computer distributor.
• Represented hedge fund in connection with government investigation based on allegations of purportedly inadequate and/or misleading investor disclosures.
• Represented financial institution in government investigation of rating agency’s valuations of collateralized debt obligations.
• Represented major accounting firm in federal securities class action premised, in part, on alleged misrepresentations in Cisco’s financial statements.
• Represented officers and directors of Consolidated Freightways in derivative suit relating to alleged safety and FAA regulatory issues at Emery Airfreight.
• Represented major accounting firm in government investigation into alleged revenue recognition improprieties and FCPA violations in connection with Chinese telecommunications company.
• Represented Secure Computing, its directors and officers, in federal class action arising from a failure to meet quarterly revenue forecast.
• Represented special board committee in connection with state breach of fiduciary duty actions arising out of majority stockholder’s tender offer to purchase the remaining outstanding shares of Siliconix.
• Represented the audit committees of several companies in connection with internal investigations of alleged accounting improprieties and other alleged fraudulent practices, including revenue recognition practices and potential false claims act violations.

Financial Institutions and Consumer Class Action Matters

• Bank of America v. State of California: Represented the Bank at trial in which the Bank successfully established that the State of California had a contractual duty to indemnify the Bank for amounts paid to settle unclaimed property claims asserted by the State of Alaska.
• Fishman v. McDonalds Corporation: Represented McDonalds in class action alleging that McDonalds engaged in unfair and deceptive business practices in connection with a promotional calling card program.
• Lopez v. Washington Mutual, Inc.: Represented Washington Mutual in class action alleging that overdraft practices as applied to social security recipients violated state and federal exemption statutes and unfair practices acts. The district court awarded summary judgment to Washington Mutual, and the Ninth Circuit affirmed on appeal.
• Porcile v. Bank of America: Represented the Bank in class action alleging that the Bank breached its contractual obligations to shareholders by failing to adequately advise them of exchange requirements following the merger with NationsBank thereby forcing them to retain a third party exchange agent. The Superior Court granted summary judgment in the Bank’s favor and case is currently on appeal.
• Represented Countrywide, Bank of America and Regions bank in nationwide class actions alleging improper “force-placement” of insurance on consumers’ mortgage loans.
• State ex rel. Margady v. Union Bank of California: Represented Union Bank in false claims action alleging that the Bank mishandled benefits due to part-time employees under California pension program.
• State ex rel. Stull v. Bank of America: Represented the Bank in this California False Claims Act case brought on behalf of the State and more than 1,400 political subdivisions. Plaintiffs sought more than $5 billion in damages, alleging that Bank of America failed to escheat unclaimed funds, charged excess fees, and failed to make timely and proper investments. After Bank of America prevailed during the first phase of trial, a favorable settlement was reached.
• State of California v. Union Bank of California: Represented Union Bank in false claims act case brought by the California Attorney General’s office alleging that the bank failed to escheat unclaimed municipal bond funds.
• US Bank, N.A. v. Riverstone Networks: Represented Riverstone in bondholder suit brought by trustee arising from alleged default.
• Vondjidis v. Hewlett Packard, Inc.: Represented HP in case alleging unfair business practices claims, asserted by a class of shareholders who alleged that HP acted improperly in escheating their shares to the State of California.
• Waul v. American Airlines: Represented American Airlines in challenge to alleged unfair practices in connection with its frequent flyer program. Successfully demurred to Complaint and dismissal was affirmed on appeal.