Allan L. Schare is a partner in the law firm of McDermott Will & Emery LLP and is based in the Firm’s Los Angeles office. Allan focuses his practice on commercial litigation, securities litigation, business torts, unfair competition, trade secret and professional liability matters. He also represents companies in internal investigations, and companies and individuals in white collar criminal and SEC defense matters.
Allan is admitted to practice in California and before the United States Supreme Court, the United States Court of Appeals for the Ninth Circuit and the United States District Courts for the Central, Southern, Northern and Eastern Districts of California.
While in law school, Allan was a founder and the Executive Editor of the High Technology Law Journal and an associate editor of the International Tax and Business Lawyer.
Allan serves on the Board of Directors of Public Counsel, the largest pro bono public interest law firm in the world, as well as Center Theatre Group’s Corporate Circle Committee and the Board of Encino Little League.
Representative Cases and Published Decisions
- In re Tetra Tech, Inc. Derivative Shareholder Litigation, U.S. District Court (C.D. Cal.) Case No. CV 06-7450 PSG; Los Angeles County Superior Court Case No. BC364247. Represented consulting and engineering services firm and its officers and directors in defense of federal and state court shareholder derivative actions alleging fraud and breaches of fiduciary duty relating to alleged practice of improperly backdating stock options granted to company officers and employees. Federal case plaintiff voluntarily dismissed lawsuit following briefing on company’s motion to dismiss for failure to plead that demand on the company’s independent majority of the board of directors would have been futile. Obtained state court action dismissal order by Court on demurrer, finding that plaintiff failed to satisfy the demand futility requirement to proceed in a derivative capacity.
- In re Syncor International Corp. Securities Litigation, U.S. District Court (C.D. Cal.) Case No. CV 02-8560 LGB. Represented former Chairman of the Board in defense of securities class action charging 10b-5 violations in connection with alleged concealment of referral fees and commission payments made by company’s overseas subsidiaries which were alleged to have violated the Foreign Corrupt Practices Act. See 327 F. Supp. 2d 1149 (C.D. Cal. 2004). Also represented client in Delaware action alleging breach of fiduciary duty based on alleged approval of overseas payments. Obtained dismissal of derivative claim at pleading stage. See In re: Syncor International Corp. Shareholders Litigation, 857 A.2d 994 (Del. Ch. 2004). Represented client in defense of class action claims for breach of fiduciary duty brought by participants in company’s employee stock ownership plan alleging that investments in company’s stock were imprudent as a result of alleged overseas bribery scheme. See In re Syncor ERISA Litigation, 410 F. Supp. 2d 904 (C.D. Cal. 2006) and 229 F.R.D. 636 (C.D. Cal. 2005). Also represented client in negotiating favorable resolution of books and records and internal controls claims brought by SEC. See Securities and Exchange Commission v. Monty Fu, U.S. District Court (D.D.C.) Case No. 07-1735.
- Internal Financial Statement Investigation. Represented U.S. holding company subsidiary of overseas conglomerate in investigation relating to alleged financial statement improprieties at U.S. distribution subsidiary.
- Schlagal v. Learning Tree International, et al., U.S. District Court (C.D. Cal.) Case No. CV 98-6384 ABC. Represented Learning Tree and certain of its officers and directors in a securities class action charging 10b-5 violations in connection with the alleged concealment of the deterioration of the Company's business and insider trading. Also defended two parallel state court class actions filed by the same plaintiffs' law firm under California state securities laws (Sarah v. Collins, et al., Los Angeles County Superior Court Case No. BC189499 and Guthrie v. Collins, et al., Los Angeles County Superior Court Case No. BC193465). Successfully negotiated settlement of all three actions.
- Pacific Telesis Group, Inc. v. California Franchise Tax Board, San Francisco County Superior Court Case No. 319008; First Appellate District Court of Appeal Case No. A104602. Represented corporate taxpayer in refund action seeking more than $50 million in franchise (income) tax refunds based on underreporting of capital asset depreciation deductions on intercompany sales of equipment in the years following the 1984 AT&T divestiture.
- Private Investment Bank Limited v. Med Diversified, Inc., et al., U.S. District Court (C.D. Cal.) Case No. CV 02-4802 LGB. Represented Swiss and Bahamian bank and trust company in fraud and breach of contract action seeking recovery of $70 million debenture investment made in publicly traded home health care company. Successfully negotiated settlement, partial repayment and restructuring of outstanding debt obligations. Later represented client seeking recovery of balance of debt in defendant’s bankruptcy proceedings (In re Med Diversified, Inc., et al., U.S. Bankruptcy Court (E.D.N.Y.) Case No. 02-88564). Successfully coordinated defense of proceedings against client in The Bahamas and Switzerland.
- International Executive Termination Arbitration, American Arbitration Association, International Centre for Dispute Resolution. Successfully represented large Chinese manufacturer in defense of $100 million executive termination and breach of equity participation agreement claims brought by the president of the company’s U.S. sales subsidiary.
- Paramount Pictures Corporation, et al. v. ReplayTV, Inc., et al., U.S. District Court (C.D. Cal.) Case No. CV 01-9358 FMC. Represented Columbia Pictures Industries and affiliated entities in copyright infringement action against manufacturer of digital video recorder offering features such as the ability to transmit recorded programming to other ReplayTV device owners over the internet and automatic commercial skip.
- TeamTop.com, Inc. et al. v. Infonet Services Corp., et al., Los Angeles County Superior Court Case No. BC295298. Represented company in defense of action for fraud, state securities law violations, breach of fiduciary duty and breach of contract based on allegations of false representations made in connection with sale of company’s Canadian software development subsidiary to the plaintiffs. Successfully obtained dismissal of fraud, securities law and fiduciary duty claims on demurrer.
- NetZero, Inc. v. Juno Online Services, Inc., U.S. District Court (C.D. Cal.) Case No. CV 00-13378 SVW. Represented internet service provider in defense of patent infringement action brought by competitor regarding patent for the simultaneous display of a floating “viewer” window in conjunction with an ordinary internet browser window.
- Pegasus Satellite Television, Inc. et al. v. DirecTV, Inc., et al., U.S. District Court (C.D. Cal.) Case No. CV 00-00368 LGB. Represented national distributor of the DirecTV programming service in litigation concerning scope and duration of distribution services agreement and allegations of breach of various provisions thereof.
- Metropolitan Stevedore Company v. BMH Marine AB, et al., U.S. District Court (S.D. Cal.) Case No. CV 02-1766 WQH. Represented Swedish manufacturer in the defense of a products liability action arising from the collapse of a bulk cement ship unloading machine.
- Allen Osborne Associates v. Topcon Corporation, et al., U.S. District Court (C.D. Cal.) Case No. 96-8699 TJH. Represented worldwide precision instrument manufacturer and affiliated entities in defense of breach of contract and interference with contractual and prospective economic advantage claims brought by original equipment manufacturer of global positioning system (“GPS”) satellite receivers. Obtained summary judgment in favor of all clients.
- John Glavaris et al. v. Herbert J. Young, et al., U.S. District Court (C.D. Cal.) Case No. CV-90-6185 MRP; Ninth Circuit Court of Appeals Case No. 96-55444. Represented law firm in defense of federal securities class action brought by purchasers of securities of Gibraltar Financial Corporation against Gibraltar and its officers, directors, attorneys and accounting firms. The District Court’s dismissal of all claims was affirmed by the Ninth Circuit Court of Appeals. Petition to the United States Supreme Court for writ of certiorari denied, 525 U.S. 949 (1998).
- Alfred Roven, et al. v. Citadel Holding Corporation, et al., Los Angeles County Superior Court Case No. BC126865; Second Appellate District Court of Appeal Case No. B106483. Represented law firm in defense of malicious prosecution action arising from underlying litigation brought Section 16(b) of the Securities Exchange Act of 1934. Summary judgment in favor of client was affirmed by the Court of Appeal. Plaintiffs’ petition for review to California Supreme Court was denied, 1998 Cal. LEXIS 1979 (March 25, 1998).
- Integrated Computer Systems Publishing Co., Inc. v. The Learning Tree Open University, 1995 U.S. App. LEXIS 20742 (9th Cir. July 26, 1995) and 1997 U.S. App. LEXIS 19790 (9th Cir. July 29, 1997). Successfully represented client in trademark and tradename infringement action. The district court’s orders enforcing and clarifying an earlier Consent Judgment, and awarding substantial attorneys’ fees at both district court and appellate level, were affirmed by the Ninth Circuit Court of Appeals.
- Ernest Paper Products, Inc. v. Mobil Chemical Company, Inc., et al., 1997 U.S. Dist. LEXIS 21817 (C.D. Cal. Sept. 24, 1997) and 1997 U.S. Dist. LEXIS 21781 (C.D. Cal. Dec. 4, 1997). Represented paper products distributor in defense of misappropriation of trade secrets and unfair business practices lawsuit.
Education
- University of California, Berkeley, School of Law, J.D. (Order of the Coif), 1986
- University of California-Berkeley, B.A. (magna cum laude), 1983
