BAHRAM SEYEDIN-NOOR  (CEO and Founder)

Clients hire me to understand difficult legal problems and solve them. The matters run the gamut from board disputes, to class action lawsuits, SEC investigations, trade secret matters, and commercial disputes. Each problem requires a different solution, but my approach is systematic: understanding your problem early and deeply, forming a clear strategy, and executing on that strategy. 

I’m honored to be recognized by clients and peers. Benchmark Litigation named me the San Francisco Attorney of the Year in 2019, and also nominated me for California Securities Litigation Attorney of the Year alongside only 3 other attorneys in the State. In 2018, the National Law Journal named me an Elite Boutique Trailblazer. And the Daily Journal has recognized our firm as one of the Top Boutique firms in California.

EDUCATION

Harvard Law School
(J.D., 1999)
Editor, International Law Journal
Teaching Fellow, Harvard University Department of Economics

Pomona College
(B.A., 1996)
Economics
Spanish and Russian Literature

PRACTICE AREAS

Business Litigation & Counseling
Securities Litigation
SEC Investigations
Trade Secrets Litigation

REPRESENTATIVE MATTERS

While many matters are ongoing, below are a few examples of recent engagements that have concluded at the trial level:

  • In late 2017, I was hired by two former executives of a company with significant ventured-financing whom the Company sued for trade secret misappropriation. Before I was hired, the company had obtained a temporary restraining order against the executives. After I was hired, I formulated a strategy to neutralize our clients’ defensive posture and put them in an aggressive offensive position by, among other things, filing counterclaims and engaging in negotiations to avert further injunctive action against my clients. My clients reached a successful confidential settlement, that includedimportant remedial measures that benefited all shareholders.

  • In 2016, I was hired by the CEO of a successful technology company to defend direct and derivative securities claims by a shareholder of the company who sought millions of dollars in damages. The shareholder tried to litigate the case in state court despite an arbitration provision, which she argued was forged. We succeeded in compelling arbitration, then defeated the case in three steps: first I asked the arbitrator to dismiss the derivative claims because they were inadequate; then I persuaded the arbitrator that the shareholder had in fact executed the documents she claimed were forged; and finally, I defeated her fraud claim on the merits in arbitration. The case is on appeal.

  • In 2015, I was hired to defend the former interim-CFO of a multi-billion dollar semiconductor company in a securities class action alleging nearly $100 million in damages. Plaintiffs alleged my client was liable under Section 10(b) for direct violations and that he was liable under a “control person” theory of liability under Section 20(a) of the Exchange Act. I succeeded in having the case against our client dismissed.

  • In 2015, I was hired by a director and shareholder of an online marketing company who believed her business partner was cheating her and embezzling funds. A little over a year after our engagement, and after filing a complaint alleging direct and derivative claims against our client’s adversary and others he was involved with, we negotiated a successful resolution for our client. Our client now leads another thriving company.

Other Disputes Involving Officers and Directors:

  • Argued and won defense motion to dismiss shareholder class action against Vector Capital in complex federal securities and antitrust class action.

  • Argued and won defense motion to dismiss key allegations in shareholder derivative lawsuit against UTStarcom, Inc. and its officers and directors.

  • Key member of team that obtained a complete dismissal of shareholder class action against Hewlett-Packard Company relating to executive compensation issues.

  • Obtained favorable confidential settlement for former CEO of alternative energy company in dispute with the company’s board of directors relating to prior dilutive financings.

  • Currently represent former employees and shareholders of Antara Biosciences in lawsuit against the company’s former CEO and President based on allegations of fraud, embezzlement and self-dealing.

  • Currently represent former shareholders of CLRS Technology in action against Solta Medical, Inc. relating to post-merger conduct and earnout.

  • Represented numerous public company officers and directors in securities class actions and derivative lawsuits.

Pre-litigation Counseling:

  • Represented prominent Silicon Valley venture capital firm in potential securities dispute with directors of portfolio company.

  • Successfully negotiated separation and buyout of executive in professional services company following negotiated appraisal procedure.

  • Successfully negotiated separation and buyout of equity partner in hedge fund with more than $1 billion in assets under management.

  • Successfully negotiated separation of CEO that raised more than $100 million in venture capital.

  • Successfully negotiated resolution of disputes between members of California and Delaware limited liability companies.

 Internal Investigations:

  • Foreign Corrupt Practices Act. Conducted expedited internal investigation for Special Committee of U.S. biotechnology company regarding potential violations of the Foreign Corrupt Practices Act in China.

  • Accounting and revenue recognition. Conducted internal investigation of Brazilian subsidiary of U.S. semiconductor company and advised Special Committee members regarding related statutory and regulatory issues.

 SEC Investigations:

  • Played key role on team that convinced SEC to withdraw Wells Notice and recommendation of enforcement action against former CEO of public technology company relating to revenue recognition issues.

  • Represented many companies and their officers and directors in SEC enforcement actions.

 PUBLICATIONS & LECTURES

Quoted extensively in article titled “Ninth Circuit’s High Scienter Standards May Influence Financial Reporting Practices,” appearing in Corporate Accountability Report, Vol. 7, No. 136, January 30, 2009.

“The Impact of the Grosset and Schoon Decisions on Derivative Lawsuits,” The Issue of Standing in Shareholder Derivative Lawsuits, Aspatore 2008.

“Supreme Court Rejects ‘Scheme’ Liability: Stoneridge Investment Partners LLC v. Scientific Atlanta Inc.,” An Immediate Look at the Legal, Governmental, and Economic Ramifications of Stoneridge Investment Partners v. Scientific Atlanta, Aspatore 2008.

“Insider Trading: Law, Trust and Prevention,” Markkula Center for Applied Ethics at Santa Clara University, February 3, 2010.

PROFESSIONAL ASSOCIATIONS & ACTIVITIES

Adjunct Professor of Law, U.C. Hastings School of Law,
Teaching Civil Procedure II

Law Clerk to Hon. James Ware,
United States District Court for the Northern District of California, 2001-2002

Member, State Bar of California
Admissions:  Ninth Circuit Court of Appeals and California’s federal district courts.

I support the following charities: Asylum Access, Community Lawyers, Inc., and Rising Farm Worker Dream Fund.

When I have time, I love to teach and learn from students. I’ve taught Advanced Civil Procedure at Hastings Law School, and trial skills at Stanford Law School’s trial advocacy skills workshop.

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Bahram Seyedin-Noor, selected to Super Lawyers 2015, 2016, 2017, and 2018 is the founder and managing partner of Alto Litigation.