Personal Background

Mr. Goldman graduated from Northwestern University School of Law after serving as Managing Editor of the Law Review and being elected to the Order of the Coif, the law honorary society. He is also a graduate of Stanford University School of Law with the degree of Masters in Law. He has served on the Board of Visitors of both Stanford Law School and Northwestern Law School. In 2008, he was listed by San Francisco Magazine as one of the top 100 lawyers in Northern California. In addition, Mr. Goldman has been listed for 25 years in The Best Lawyers in America, where he is also listed as a leader in the fields of Bet-the-Company Litigation, Business Litigation, and Commercial.

Mr. Goldman associated with the law firm of Morrison & Foerster in 1965. He became a partner of the firm in 1969 and was chair of its Litigation Department. He is past chair of the firm’s Partner Compensation Committee.

Accounting Experience

In college, Mr. Goldman majored in accounting and was elected to membership in the Beta Gamma Sigma Honorary Society. Before attending law school, he was employed by a public accounting firm as an accountant, where he worked on audits of public and privately held companies. For the past 35 years, Mr. Goldman has specialized in defending security-accounting class actions and derivative suits and SEC and other governmental investigations involving revenue recognition, accruals, reserves, audits, restatements, information systems, internal controls, and other accounting and financial reporting claims.

Special Investigations and Reviews

Mr. Goldman has been retained by Boards of Directors, Audit Committees and Special Committees of Boards of Directors to assist in their conduct of investigations and reviews of various matters, including claims or issues raised in derivative or class action lawsuits or in regulatory proceedings. In the past two years he has been retained by Special Committees of Cisco Systems, Inc. and Hewlett-Packard Company Boards of Directors.

Lecturing; Bar Associations

Mr. Goldman is active in local, state, and national bar activities. He has lectured to numerous professional organizations in the areas of securities law and complex commercial litigation, including the Practicing Law Institute, California Continuing Education of the Bar, San Diego Securities Regulation Institute, and ALI/ABA. He served as a lawyer representative to the Ninth Circuit Judicial Conference, is a member of the American Law Institute, and is a Fellow of the American Bar Foundation. He was appointed by the Chief Judge of the Northern District of California as a member of the Court’s Advisory Committee under the Civil Justice Reform Act. During 1995, he served as President of the Bar Association of San Francisco.

Court Admissions

Mr. Goldman is admitted to practice in state and federal courts in California and Illinois, and in the United States Supreme Court.

Trial Experience

Active in the trials of lawsuits, Mr. Goldman has successfully defended corporations and their officers and directors before juries in securities and fraud actions, as well as other complex commercial lawsuits. He has taught trial technique to government lawyers and antitrust attorneys, as well as private practitioners, as a faculty member of a program sponsored by the Columbia University School of Law. Mr. Goldman is a fellow of the American College of Trial Lawyers.

Securities Litigation

Mr. Goldman has special expertise in the defense of securities litigation representing numerous companies, financial institutions, and their directors and officers in defense of class and derivative litigation and SEC actions and investigations involving a variety of accounting and financial disclosure issues. He has also been retained by several law firms and accounting firms in defense of securities claims made against them. He has lectured widely on securities litigation-related topics. At Stanford University School of Law, he taught a course regarding securities litigation. He has also lectured at the Directors’ College presented by Stanford Law School in conjunction with the Securities and Exchange Commission. He is ranked as one of the leading securities litigation attorneys in California in Chambers (2007), America’s Leading Lawyers for Business.

The following is a representative list of cases in which Mr. Goldman has represented corporations and their officers and directors in securities litigation:

• Acuson Corporation and its officers and directors in defense of securities class action.
• ADAC Laboratories and its officers and directors in defense of federal securities class actions.
• Alex. Brown & Sons Inc., Shearson Lehman Brothers, Inc., Lazard Frères & Co., and Vector Securities International, Inc. in the defense of securities class actions involving Xoma Corporation.
• American President Companies, Ltd. and its officers and directors in defense of securities class action.
• AMERCO (U-Haul) in defense of securities class actions.
• Arcata Corporation’s Chairman of the Board of Directors in shareholder derivative litigation in connection with an LBO.
• Atari officer in defense of an SEC lawsuit claiming insider trading.
• Avant! in derivative litigation brought against its officers and directors.
• BankAmerica Corporation and Bank of America in derivative litigation arising out of losses related to student loans.
• BankAmerica Corporation and Bank of America in the defense of shareholder class and derivative actions arising from loan losses and other adverse financial disclosures.
• BankAmerica Corporation and NationsBank and their officers and directors in class actions arising out of the banks’ merger.
• BankAmerica Corporation directors and officers in derivative litigation arising out of the settlement of lawsuits claiming failure to repay funds to municipalities.
• BankAmerica Corporation in shareholder class and derivative actions arising out of a proposed acquisition by First Interstate Bank.
• Bear, Stearns in defense of shareholder and other investor class and individual suits arising out of the Technical Equities fraud.
• Cadence Design Systems and its officers and directors in defense of securities class actions.
• Calpine and its officers and directors in defense of securities class actions.
• Citicorp in defense of securities litigation brought by the City of San Jose.
• CNF Transportations Inc. and its officers in the defense of shareholder and labor class claims arising out of the acquisition of Emery Air Freight.
• CNF Transportations Inc. in defense of class actions brought by shareholders of AEI, a potential acquiree.
• Covad Communications and its officers and directors in defense of securities class actions.
• Crocker National Bank and its directors and officers in the defense of shareholder class and derivative actions.
• Crocker National Bank in Los Angeles Federal Court in a jury trial involving the sale of securities and Rule 10b-5. (The case was settled just prior to a jury verdict for Crocker.)
• Cupples Container in San Francisco Federal Court in a jury trial involving Rule 10b-5.
• Dillingham Corporation in the defense of a security holder class action related to limited partnership spin-offs.
• Downey Financial Corporation and its officers and directors in defense of shareholder class and derivative actions in Los Angeles Federal Court and Orange County State Court.
• DSP Communications, Inc. and its officers and directors in defense of state securities class actions.
• Everex Corporation Special Litigation Committee and of BankAmerica Corporation regarding claims made in derivative lawsuits.
• Fortune Systems outside directors in the defense of shareholder class actions.
• Fresh Choice, Inc. and its officers and directors in the defense of a shareholders action.
• Fujitsu Corporation and its officers in defense of state securities class actions.
• Genentech outside directors in the defense of shareholder class and derivative actions.
• Great Western Savings and Loan in defense of class actions in California and Florida involving the sale of securities by branches.
• Hambrecht & Quist in class action cases arising out of a merger by Informix securities.
• Hambrecht & Quist in class and derivative actions arising out of the sale of a business between CooperVision and Cooper LaserSonics.
• Hambrecht & Quist in the defense of a class action arising out of the IPO of Microtest, Inc.
• Hambrecht & Quist in the defense of securities claims regarding the sale of a company to Xidex Corporation.
• Hambrecht & Quist in the defense of securities class action in Arizona arising out of the public offering of stock by Microtest Inc.
• Harmonic Inc. and its officers and directors in defense of securities class actions.
• Hospital Staffing Services, Inc. and its officers and directors in defense of securities class action.
• Insignia Solutions and its officers and directors in defense of state (Santa Clara) and federal securities class actions.
• Lucky Stores outside directors in the Asher Edelman’s and American Stores’ proposed takeovers, including defense of class and derivative lawsuits.
• Macromedia, Inc. and its officers and directors in defense of state securities class actions.
• Madge Networks and its officers in defense of a federal securities class action.
• Mastor outside directors and venture capital investors in the defense of shareholder class actions.
• Maxxam Corporation in connection with its takeover of Pacific Lumber Company and shareholder actions brought at the time of the Pacific Lumber Company takeover.
• McKesson Corporation in the defense of a “greenmail” shareholder derivative action involving Victor Posner.
• McKesson Outside Directors in defense of class actions and derivative suits arising out of the acquisition of HBOC.
• Meadowbrook Rehabilitation Group, Inc. and its directors and officers in defense of securities class action.
• Memorex Corporation in the defense of shareholder class and derivative actions.
• Micro Focus Group PLC and its officers and directors in defense of federal securities class actions.
• Micron Technology in defense of a shareholder fraud action.
• Montgomery Securities in defense of securities class actions involving Valence Technology, Inc.
• Montgomery Securities in defense of securities class actions involving Hollywood Video.
• Natomas Company in defense of a takeover by Diamond Shamrock and related shareholder derivative and class action lawsuits.
• Nellcor Puritan Bennett, Inc. and its officers and directors in defense of state securities class actions.
• Network Computing Devices, Inc. and its officers and directors in defense of state (Santa Clara) and federal securities class actions.
• Oracle Corporation and its officers and directors in defense of state and federal securities class actions.
• Oracle Corporation and its officers and directors in the defense of shareholder class and derivative actions.
• Providian Financial and its officers and directors in defense of securities class actions.
• Quickturn Design Systems, Inc. and its officers and directors in defense of securities class action.
• Scios Nova and its officers and directors in defense of shareholder class actions.
• Software Toolworks Corporation and its officers and directors in defense of securities class action.
• Storm Technology and its officers in defense of shareholder class actions.
• Tandem Computers and its officers and directors in the defense of shareholder class and derivative actions.
• Tandem Computers as special settlement counsel in connection with the settlement of the Wool securities class action litigation.
• Terayon Corporation and its officers and directors in defense of federal securities class actions.
• VeriFone Corporation and its officers and directors in defense of securities class actions.
• Wells Fargo & Company and its directors and officers in the defense of securities class action.
• Western Investment Real Estate Trust and its trustees in the defense of securities class action.
• World Access and its officers and directors in defense of securities class actions.
• Law firms located in Chicago, Honolulu, and San Francisco in cases charging securities law violations in connection with the private placement and public sale of limited partnership interests.

Antitrust Experience

Mr. Goldman’s practice has also focused on the defense of private and government antitrust actions involving individual and class claims of price fixing, market divisions, and other types of claimed collusive activity by industry competitors. He has defended companies charged with antitrust violations in connection with vertical distribution and marketing activities, including resale price maintenance, territorial and product allocations, and exclusive dealing arrangements. He has also brought and defended claims directed at mergers of competitors and of suppliers and distributors. These matters involve a variety of industries and products, including milk, liquor, beer, pharmaceuticals, respirators, ticket sales, books, records, newspapers, television, soft drinks, petroleum, auto windows, chemicals, and tax services.

Mr. Goldman’s trial experience includes lengthy jury trials in major antitrust actions. In his most recent trial, he defended Bergen Brunswig, a drug wholesaler, in a jury trial in federal court in the Northern District of Illinois in Chicago. The claims of a class of all retail pharmacists in the United States were dismissed by the Court at the close of plaintiffs’ case, and the dismissal was affirmed by the Court of Appeals.

More recently, he was retained by Barnes & Noble (to defend the company in an antitrust lawsuit brought by the American Booksellers Association and individual retail booksellers) and by The Coca-Cola Company (to defend antitrust claims of transshippers). Both cases resulted in summary judgments for defendants dismissing plaintiffs’ major antitrust claims. He also represented Bank of America in federal court in New York in its defense to an antitrust action by American Express involving credit cards.

Mr. Goldman has argued antitrust appeals involving price fixing claims before the Ninth Circuit. He argued cases involving grants of summary judgment to Tower Records in Zoslaw v. Tower Records, et al. (Robinson Patman and Sherman Act section 2) and to McKesson Corporation in Sausalito Pharmacy v. Blue Shield (Sherman Act section 1 and Cartwright Act).

Mr. Goldman has represented companies in the pharmaceutical, liquor, dairy, and construction industries in federal grand jury proceedings involving criminal price fixing investigations. He has defended companies in antitrust suits brought by the Department of Justice and the Federal Trade Commission. In addition, Mr. Goldman has counseled numerous companies in connection with antitrust compliance, mergers and acquisitions, and other issues arising under federal and state antitrust laws.

Mr. Goldman also has extensive teaching experience in antitrust. He taught all aspects of trial of criminal and civil antitrust cases to government attorneys a faculty member of the Antitrust Trial Practice Program sponsored annually by the Columbia University School of Law. He has lectured at other antitrust courses including those sponsored by the Practising Law Institute, the Conference Board, and the ABA Antitrust Section. With respect to the ABA Antitrust Section, Mr. Goldman has served as chair of its Clayton Action section 8 subcommittee and has been a long-time member of its Robinson-Patman Act Committee. He is also past chair of the San Francisco Bar Association’s Antitrust Section.

He is ranked as one of the leading antitrust attorneys in California in Chambers (2007), America’s Leading Lawyers for Business.