Natalie Nahabet is a Managing Associate in Orrick's Los Angeles
office and a member of the Complex Litigation & Dispute Resolution group. She focuses her practice on complex business litigation and provides advice on tactical solutions to the problems faced at all stages of litigation by industry-leading clients in the manufacturing, technology and financial sectors.
Most recently, Natalie first chaired an arbitration where she successfully defended Microsoft Corporation in a matter involving the permanent suspension of a Skype user claiming millions in damages.
Natalie's experience covers a broad range of matters, including civil litigation, mass tort and product liability, financial institutions and tech companies.
Some of her notable engagements include:
- Representation of a Fortune 500 company in an investigation by the Securities and Exchange Commission into compliance with Bank Secrecy Act reporting requirements.
- Representation of Johnson & Johnson in product liability cases relating to Johnson's Baby Powder.
- Acting as a member of the Orrick team representing Union Carbide Corporation (a wholly owned subsidiary of The Dow Chemical Company) as national counsel for asbestos litigation.
- Acting as a member of the Orrick cross-office team in the defense of Chinese companies and their products against American consumer claims.
- Represented a municipal official in connection with an SEC enforcement action in federal court. After hard-fought litigation, the SEC agreed to voluntarily dismiss its claim against the official.
- Representation of an apparel company in an arbitration involving a contract dispute and shareholder derivative claims.
- Obtained a complete victory for Microsoft and one of its employees with a ruling granting their motion for judgment on the pleadings without leave to amend in a trade secret misappropriation lawsuit against Cheap Stuff.
- Successfully defended Microsoft in a consumer arbitration relating to services provided via the Microsoft Help Desk.
- Settled heavily contested breach of contract claims and counterclaims involving an exclusive distributorship agreement for a premier traffic signal manufacturer.
Natalie is also active in pro bono matters involving family law disputes. Most recently, she helped a young victim of domestic violence pursue a restraining order against her abusive husband.
On November 26, 2014, the Delaware Court of Chancery denied a motion to dismiss a complaint challenging a going-private transaction where the company’s CEO, Chairman and 17.5% stockholder was leading the buyout group. In his decision in the case, In Re Zhongpin Inc. Stockholders Litigation, Vice Chancellor Noble concluded that the complaint pled sufficient facts to raise an inference that the CEO, Xianfu Zhu, was a controlling stockholder, and as a result, the deferential business judgment rule standard of review did not apply. Instead, the far more exacting entire fairness standard governed, which in turn led the Court to deny the motion.
This is the fourth recent decision to address when a less-than 50% stockholder can be considered a controller, an issue that determines whether the alleged controller owes fiduciary duties to other stockholders and the standard of review the Court will apply in evaluating the challenged transaction. The decision therefore provides important guidance for directors and their advisors in structuring transactions involving large stockholders.