- Stockholder Rights & Fiduciary Duty Litigation
- Shareholder Derivative Actions
- Corporate Mergers & Acquisitions
- Securities Fraud Class Actions
- The American University, Washington College of Law (J.D. 1997)
- Emory University (B.A. 1994)
- U.S. District Courts for the Northern and Central Districts of California
- U.S. District Court for the Northern District of Georgia
- U.S. Circuit Courts of Appeals for the Second and Ninth Circuits
- Kevin A. Seely, Nichole T. Browning, and Gina Stassi, Reducing FCPA Exposure, The Recorder, June 25, 2012
- Nichole T. Browning, Understanding the Shareholder Bill of Rights, Law 360, November 10, 2009
- Nichole T. Browning and Martin D. Chitwood, Private Securities Litigation Reform Act of 1995 (PSLRA) Update, Institute of Legal Education of Georgia, November 2000
Nichole T. Browning has spent her career representing clients in a range of complex litigation matters, including corporate merger and acquisition class actions, shareholder derivative actions, securities fraud class actions, consumer class actions, and antitrust litigation. She has handled all aspects of case management from inception through trial and appeals. Ms. Browning currently focuses her practice on litigation involving mergers and acquisitions, securities fraud, and excessive fees charged by mutual fund advisors. Ms. Browning also assists the firm’s cases through the settlement process.
Before joining Robbins Arroyo LLP in 2011, Ms. Browning was a senior associate at the San Francisco office of Barroway Topaz Kessler Meltzer & Check, LLP, where she represented shareholders throughout the United States in complex litigation involving securities fraud class actions and shareholder derivative actions. Earlier in her career, Ms. Browning worked for preeminent Atlanta-based firms prosecuting and defending complex litigation, including securities fraud and antitrust class actions.
Ms. Browning earned her Juris Doctor degree from the American University, Washington College of Law. While in law school, Ms. Browning studied law at Emory University School of Law in Atlanta, Georgia and the Universidad de Chile/Diego Portales in Santiago, Chile. She earned her Bachelor of Arts degree in Psychology from Emory University.
Selected Noteworthy Cases
Saba Software, Inc.
On March 31, 2017, for the first time since the Delaware Supreme Court's October 2015 decision in Corwin v. KKR Financial Holdings, LLC, the Delaware Court of Chancery denied a defendant's motion to dismiss and ruled that this stockholder action relating to the all-cash acquisition of Saba Software, Inc. could proceed against the company's board of directors. The Court held that plaintiff pled facts to support a reasonable inference that the stockholder vote approving the acquisition was neither fully informed nor uncoerced. The Court also denied defendants' motions to dismiss plaintiff's claims that Saba's board of directors breached its duty of loyalty and engaged in acts of bad faith by rushing the sales process, refusing to consider alternatives to the merger, and granting members of the board substantial equity awards just before the merger. The Court determined that the plaintiff had adequately pled that based on the purported circumstances surrounding the stockholder vote, the board’s decision could not be afforded the irrebuttable business judgment presumption available under Corwin and that the claims could not be disposed of at the pleading stage. In re Saba Software, Inc. S’holder. Litig., C.A. No. 10697-VCS.
Ms. Browning acted as co-lead counsel in this shareholder derivative action involving stock option backdating at a high-tech company based in Silicon Valley. The case ultimately secured $9.65 million for the company and the implementation of significant corporate governance reforms, including a strengthened process for granting and documenting the issuance of employee stock option awards and enhanced independence of the board of directors. In re Atmel Corp. Derivative Litig.,No. 06-4592 (Aug. 13, 2010 N.D. Cal.).
Stone Energy Corporation
Ms. Browning represented a pension fund in this securities fraud class action alleging that Stone Energy had misstated their financial results by overvaluing its oil reserves through improper and aggressive reserve methodologies. The case ultimately secured $10.5 million in cash for the class of shareholders. In re Stone Energy Corp. Sec. Litig., No. 6:05CV2088 (Mar. 23, 2010 W.D. La.).
Apple Computer, Inc.
Ms. Browning played an instrumental role in recovering $14 million for the company in this shareholder derivative action involving stock option backdating at Apple Computer. Ms. Browning helped prosecute plaintiffs’ claims, and supported team efforts that prompted Apple to implement cutting edge corporate governance practices. In re Apple Computer, Inc. Derivative Litig.,No. C-06-04128 (Nov. 10, 2008 N.D. Cal.).