William Edlund is Of Counsel to the firm. He is Co-Chair of the firm’s Antitrust Practice Group. He represents large public and private corporations and individuals in major antitrust, securities, Title VII and equal opportunity matters, as well as in defamation, malpractice and general complex litigation. He has been senior counsel in major contests for corporate control and lead counsel in the defense of antitrust and unfair competition litigation in the Federal and State Courts in San Francisco, Los Angeles, Chicago, New York and other venues.
In addition to class action and derivative litigation, Mr. Edlund has assisted Fortune 500 corporations in internal audits, sensitive payment reviews, antitrust compliance investigations and reviews for audit and similar committees of corporate boards. His experience includes the successful representation of major companies in commercial lawsuits, class litigation and various private ADR proceedings.
For many years, Mr. Edlund was principal outside counsel for the following public companies: Caterpillar Tractor Co. (antitrust and trade regulation matters world-wide, commercial matters in California, labor, equal opportunity and personal injury defense in Northern California); Reader’s Digest Association (antitrust matters, defamation and privacy matters in California and several other venues, sweepstakes matters, commercial matters in California and other venues and major equal employment matters nationally); Natomas (securities and antitrust litigation, commercial matters in California, employee benefits and labor matters); American President Lines (antitrust, corporate and securities matters); Joseph E. Seagram & Sons (antitrust counsel and major litigation and advice, sensitive payments investigations and claims, all commercial and beverage licensing in California); Theo. Hamm Brewing Company (antitrust advice and all major litigation in California); C. Van Vorst and related companies (corporate and antitrust); Avis (commercial and antitrust litigation in California). As first chair or with other co‑counsel attorneys, Mr. Edlund represented major motion picture companies in antitrust and film rental litigation in California.
Timberlane Lbr. Co. v. Bank of America, N.T. & S.A., (N.D. Cal. 1974) and (9th Cir. 1976) 549 F.2d 597 (reversing the dismissal of antitrust claims, establishing new three part test for extraterritorial jurisdiction in antitrust cases and major new ruling on application of act of state doctrine to judicial proceedings in foreign countries), on remand (N.D. Cal. 1982) 1984‑1 Trade Cases ¶ 65,998; Timberlane Lumber Co. v. Bank of America Nat. Trust and Sav. Ass’n (N.D. Cal. 1983) 574 F.Supp. 1453 (Rule 12(b)(1) dismissal), affirmed; Timberlane Lumber Co. v. Bank of America (9th Cir. 1984) 749 F.2d 1378, cert. denied (1985) 472 U.S. 1032 (leading case applying three part test to extraterritorial jurisdiction of U.S. antitrust laws. Rule 12(b)(1) applied to dismiss under “jurisdictional rule of reason” to offshore and foreign activities. Individual pendant tort claims dismissed on forum non conveniens.). The Timberlane case ultimately resulted in congressional action amending jurisdictional statute for Federal antitrust laws. Related state court actions by corporation and individuals, dismissed under forum non conveniens, Timberlane Lumber Co. v. Bank of America, S.F. Sup. Ct. No. 688-956, affirmed (1976) Ct. of App. 1st App. Dist.) (unreported).
Winchester Drive-In Theatre litigation (represented Twentieth Century-Fox, Buena Vista Distribution, Paramount Film Distribution; Universal Film Exchange; Warner Bros. Pictures): Winchester Drive-In Theatre, Inc. v. Twentieth Century-Fox Film Co. (N.D. Cal. 1964) 232 F.Supp. 556, reversed sub nom Twentieth Century-Fox Film v. Winchester Drive-In Th. (9th Cir. 1965) 351 F.2d 925, cert. denied (1966) 382 U.S. 1101 (once leading case on effect of general release on Federal antitrust claims statute changed, in part, as a result of case); Winchester Drive‑In Theatre, Inc. v. Twentieth Century-Fox Film Co. (N.D. Cal. 1964) 35 F.R.D. 141 (ordering separate trials of release and alleged settlement of antitrust claims against Warner Bros.’ claims); Winchester Drive-In Theatres v. Warner Bros. Distribution Company (N.D. Cal., S.D. 1965) 1966 Trade Cases ¶ 71,723, affirmed (9th Cir. 1966) 358 F.2d 432 (affirming jury verdict for Warner Bros. based on full performance of antitrust settlement agreement). Rancho Drive‑In Theatre v. Twentieth Century-Fox Film Corp. (9th Cir. 1965) 350 F.2d 856 (upholding rejection of antitrust claims against a surviving corporation based on release of “past parents” to include a short form corporate parent).
Represented distributors in other major motion picture antitrust litigation as lead or associate counsel: Marc-Robert Corp. v. United Artists, et al. (N.D. Cal. 1965), Nos. 44278, 44539; Vogue Realty Company v. Cinema Distributing Co. (1967) S.F. Sup. Ct. No. 580070; Magna Pictures v. Paramount Pictures (N.D. Cal. 1965) No. 43648; Fox West Coast Theatres v. Warner Bros. Distributing, Century Twenty Three, Syufy Enterprises (N.D. Cal. 1967) No. 47495; Sonoma Theatre Corp. v. Paramount Film Distributing (N.D. Cal. 1965) No. 43924; Napa Theatres v. Metro-Goldwyn Mayer, et al. (N.D. Cal. 1961) No. 40160; Junipero Serra Theatres v. Otto Preminger, et al. (N.D. Cal. 1964) No. 42793; Roy Cooper v. United Artists, Lopert Pictures (N.D. Cal. 1965) No. 43297; McLean v. Paramount, et al. (Embassy Theatre litigation) (N.D. Cal.). Dahl, Inc. v. Roy Cooper, Inc., et al. (N.D. Cal 1967) and related cases, Dahl, Inc. v. United Artists and Lopert Pictures, Dahl, Inc. v. Roy Cooper, Inc. and Dahl, Inc. v. Roy Cooper, Inc., et al., summary judgment affirmed (9th Cir. 1971) 448 F.2d 17 (represented MGM, Twentieth Century, United Artists, Lopert Pictures, Paramount Pictures and Universal; leading case on legality of “split” agreements among motion picture distributors from antitrust attack by excluded exhibitor).
Natomas-Diamond Shamrock acquisition litigation: Gaillard v. Natomas Co. (1985) 173 Cal.App.3d 410 (leading case on standing for derivative claims by prior shareholder who was exchanged out by merger agreement); Insurance Underwriters Clearing House v. Natomas Co. (1986) 184 Cal.App.3d 1520 (affirming dismissal on materiality grounds with respect to non-disclosure of merger negotiations and de-listing of stock); Gaillard v. Natomas Co. (1989) 208 Cal.App.3d 1250 (leading case on application of business judgment, specifically to Golden Parachute agreements).
Graybar v. Harlon (Cal. Sup. Ct. 1965) (distributor termination); Harlon v. Graybar Elec. Co. (N.D. Cal. 1965), affirmed (9th Cir. 1971) 442 F.2d 425 (dismissal of antitrust claim because of splitting of claims for relief; affirmed because of untimely appeal notice).
Chevron Corporation-Penzoil litigation: Chevron Corp. v. Pennzoil Co. (9th Cir. 1992), 974 F.2d 1156 (leading case on Schedule 13D intent disclosure). Shareholder securities class litigation against Chevron in the Federal Court: Kas v. Chevron Corp., Civ. No. C‑89‑4335‑ASZ‑SC and Buerki v. Chevron Corp., Civ. No. C‑89‑4413 SC (N.D. Cal. 1992), 1992 U.S.Dist. LEXIS 13635) (dismissal of securities class action without payment by defendant and without written notice to alleged class members); and in the state court, Katz v. Chevron Corp. (1994) 22 Cal.App.4th 1352 (leading case in California on summary judgment rule for business judgment and first application of business judgment rule to offensive actions by target increasing threshold on “poison pill,” eliminating special shareholder meetings and suing Pennzoil); and other related shareholder litigation in Delaware, Kas v. Chevron, Del.Ch. Civil No 1124).
Cities Service-Gulf litigation concerning 1982 terminated merger-acquisition of Cities by Gulf (real parties in interest were Occidental Petroleum Co. ‒ after acquiring Cities and Chevron U.S.A., Inc. ‒ after acquiring Gulf): Represented Chevron in multiple class litigation centered in Southern District of New York (1992) and private trial before former Federal judge of opt-out class shareholders by W. Alton Jones Foundation and others against Gulf (1993); class release covering all shareholders held not to include Cities Service (S.D.N.Y. 1966), affirmed, W. Alton Jones Foundation v. Chevron U.S.A., Inc. (2d Cir. 1996) 97 F.3d 29; co‑counsel in trial of related Oklahoma state court litigation by Cities Service, affirmed (Okla. Supreme Ct. 1999) 1999 Okla. 14.
Union Carbide Corporation v. Komatsu Electronic Limited (N.D. Cal. 1988) No. C 88-3852 FMS (represented Osaka Titanium in major antitrust action involving alleged conspiracy among Japanese producers to monopolize and restrain trade in titanium directed to U.S. markets).
Reader’s Digest Association ‒ all major commercial litigation in California and antitrust, defamation and other major litigation in other venues, including: Reader’s Digest v. Superior Court (Synanon as real party in interest) denied summary judgment, vacated and reversed (1984) 37 Cal.3d 244, cert. denied (1986) 478 U.S. 1009 (leading case of summary judgment in defamation litigation and on summary judgment review by mandate); Smith v. Readers Digest (S.D.N.Y. 1973) (class action by women employees under Title VII for discrimination in hiring, production and salary); Hammond News Agency v. Select Magazines, Inc. (D.W.Va.) (RDA was shareholder of SMI; antitrust claim by wholesaler against chain wholesalers and national distributors); Palmer News Inc. v. ARA Services Inc. and Select Magazines, Inc. (D.Kan. 1976) (same); Neumann v. Foreign Study League, Santa Clara Co. Sup. Ct.; DeWelles v. RDA, (C.D. Cal. 1971) (defamation and invasion of privacy); Farrer, Trustee of Clark Trust v. RDA (D.Utah) (defamation and privacy claim by first heart transplant patient); Bright of America v. Reader’s Digest Association and QSP, Inc. (D.W.Va.); Louis Mountanos v. RDA, Marin Co. Sup. Ct. and Dist. Ct., New Mexico (companion to Synanon; defamation claim by Marin County sheriff); State of Missouri v. RDA (quo warrant for alleged lottery violation based on RDA sweepstakes); Briscoe v. RDA (1971) 4 Cal.3d 529, 57 A.L.R. 3d 1 (permitting privacy action based upon truthful statements) (Mr. Edlund engaged after California Supreme Court opinion adverse to RDA; on remand, case was removed to federal court (C.D. Cal. 1972) and, after discovery, RDA granted summary judgment); Bourhis v. “Reader’s Digest” Ass’n, 330 F.Supp. 319 (N.D. Cal. 1971), affirmed (9 Cir. 1972), unreported (wrongful use of name in mass mailing; dismissal for lack of jurisdiction); Stilson v. Reader’s Digest (1972) 28 Cal.App.3d 270, cert. denied (1973) 411 U.S. 952 (leading case on rejection of class action for invasion of privacy); U.S. v. Reader’s Digest Ass’n, Inc. (3 Cir. 1981) 662 F.2d 955, cert. denied (1982) 455 U.S. 908 (affirming (D.Del 1980) 494 F.Supp 770 (once leading case on penalties for mass mailings to class); Haskell v. Time, Inc. (E.D. Cal. 1994) 857 F.Supp. 1392 (major case on sweepstakes mailings and misleading copy; summary judgment granted (E.D. Cal. 1997) 965 F.Supp. 1398
Biogenesis Research, Inc. v. The Hertz Corporation, et al. (N.D. Cal. 1984) No. C‑84‑3038 TH (represented Avis in antitrust claim challenging alleged conspiracy and unfair competition to exclude independent rental companies from airports).
Beverage Distributors, Inc. v. Theo Hamm Brewing Co. and Heublein Inc., Los Angeles Sup. Ct. No. 895932 (lead counsel for Hamm in major antitrust and ABC attack on the fair trading of beer by Hamm at minimum prices at wholesale); Beverage Distributors, Inc. v. Theo Hamm Brewing Co. (N.D. Cal. 1969) 1970 Trade Cases ¶ 73078 (staying Federal antitrust action pending state court trial) and related case, Thriftmart, Inc. v. Beverage Distribution, Inc., Los Angeles Sup. Ct. No. 863340 (retailer antitrust case attacking Hamm’s wholesale fair trade and alleged conspiracy among all breweries, wholesaler association and BDI); Maier Brewing Company v. Hamm (1973) Los Angeles Sup. Ct. No. C‑3501; Turturici v. Hamm Brewing Co. (1976) 1976-1 Trade Cases ¶ 60966, affirmed (Ct. App. 1978) (distributor antitrust case on termination).
General Brewing Co. (Lucky Lager): Woodman v. Ackerman (1967) 249 Cal.App.2d 644 (leading case on appealability of order granting motion for security in derivative action and failure to post); Woodman v. Selvage (1968) 263 Cal.App.2d 390 (leading case on disqualification of judge by oral motion and timeliness); Phillip Ray v. General Brewing Corporation, San Francisco Sup. Ct. No. 571570 (1967) order of contempt sustained by California Court of Appeal (then leading case on directors’ right to inspect confidential attorney‑client communications when director is adverse to corporation in other pending litigation); Woodman v. Labatt, San Francisco Sup. Ct. No. 600103 (1969) (derivative claim against directors for refusal to join in prosecution of earlier derivative complaint); General Brewing Company v. Heublein, Inc. (C.D. Cal. 1973); General Brewing Company v. Hamm and Heublein (C.D. Cal. 1973) (Civ. No. 73‑1750 DWW (antitrust claims testing Hamms wholesale fair trade)); General Brewing Co. v. Heublein and Hamm (W.D. Wash. 1972) No. 18‑1305, transferred to the Central District, Cal; General Brewing Company (Lucky Brewers, Inc.) v. Hueblein, Inc. (N.D. Cal 1972), 1973‑1 Trade Cases ¶ 74592 (antitrust claim), subsequently transferred to Central District, Cal.; General Brewing Corporation v. Hueblein (1973) Los Angeles Sup. Ct. No. 198719.
Caterpillar Tractor Co.: Numerous major acquisitions and trade practices involving FTC and Department of Justice review including, among publicly reported transactions, Department of Justice investigations of vertical restraints, international patent arrangements and alleged monopolization, including investigation of joint venture between Caterpillar and Mitsubishi Heavy Industries in Japan and worldwide distribution, also including concurrent Japanese FTC investigation; acquisition of Solar Turbines from International Harvester; FTC investigation of Towmotor Corp. and its distribution arrangements; FTC investigation of dealer data processing and concurrent litigation with Professional Account Group; Cameron v. Caterpillar Tractor Co. (D.Oregon) (antitrust claims in dealer termination); Castle & Cooke, Inc. v. Caterpillar (D.Oregon 1977) No. 77‑983 (antitrust claim by customer to compel distribution of marine parts at wholesale prices); Caterpillar Tractor Co. v. Earthworm Tractor Co. Inc. (E.D.N.Y. 1977) Civil No. 77 Civ. 794 (LPG) (responding to trademark claim, defendant alleged worldwide conspiracy to preclude unauthorized dealer from handling Caterpillar products); EBS Data Processing v. Caterpillar; Hall v. Caterpillar Tractor Co. (E.D. Wash. 1964) Civil No. 2574 (dealer termination: antitrust, Dealer Day in Court, common law claims); Industrial Parts Depot Inc. v. Caterpillar Tractor Co.; Pettibone Corporation v. Caterpillar (N.D. Ill.) (competitor antitrust claim for monopolization and conspiracy to monopolize heavy construction equipment market); Queens City Material Handling Corporation v. Towmotor (antitrust claim against Towmotor for dealer termination); Kettenburg Marine v. Caterpillar Tractor (S.D. Cal. 1981) Civil No. 81‑0371‑S (antitrust claim for dealer termination); Wortham Machinery Company v. Caterpillar Tractor Co. (D. Wyo. 1971) No. 5631 (same; summary judgment); Western Brass Works v. Pettibone Corporation (California Ct. App.); Caterpillar Tractor Co. v. Teledyne Indus., Civ. No. 45773 (1975), 53 Cal.App.3d 693 (leading case on right of California corporation to contribution against tortfeasor from other jurisdiction on claim arising in foreign jurisdiction). Principal outside antitrust advisor ‒ advised and monitored the establishment of worldwide antitrust compliance program, section 7 issues, dealer agreements, sensitive payments, dealer termination issues and foreign joint ventures.
Natomas: antitrust compliance program; Tosco Corporation v. Natomas (Los Angeles Sup. Ct.) (breach of contract on oil supply arrangements); SEC v. Natomas, Commons et al. (N.D. Cal. 1975) (securities claim with respect to Natomas acquisition of control of Thermal Power Co.) and related private litigation; Oscar Gruss v. Commons and Natomas (C.D. Cal. 1974) No. 74‑2820; Bragg v. Natomas Company; Nitz v. Natomas; Seawinds, Ltd. v. Nedlloyd Lines, B.V. (9th Cir. 1988) 846 F.2d 586, affirming per curiam opinion reported in (N.D. Cal. 1987) 80 B.R. 181 (leading case on antitrust and federal maritime law).
Paramount Ice Cream v. Borden (C.D. Cal 1965) No. 41551 (antitrust action by competitor against Borden and regional distributors, the discovery from which resulted in subsequently reported criminal tax fraud investigation); U.S. v. Paramount Ice Cream Comp. (C.D. Cal. 1968) 285 F.Supp. 245.
Stewarts Pharmacy v. Longs Drug Stores, Inc. (Haw. 1968) Case No. 2908 and parallel state court action, Case No. 26487 (represented Longs in major Robinson-Patman attack against it and Foremost-McKesson).
• Hilao v. Estate of Marcos (9th Cir. 2005) 393 F.3d 987 (standing of Philippines government). In re Phillippines Nat. Bank (9th Cir. 2005) 397 F.3d 768 (application of act of state to contempt order); Deutsch v. Turner Corp. (N.D. Cal. 2001) 164 F. Supp. 2d 1153, affirmed (9th Cir. 2003) 317 F.3d 1005 (World War II slave labor cases).
Monterey Sand Company v. Pacific Cement & Aggregates, Clementina, Ltd. (N.D. Cal. 1963) Civil No. 41385 (antitrust case by competitor for price fixing and monopolization).
Privacy Litigation: Pacific-Union Club v. Superior Court of San Francisco City. (Franchise Tax Board) (1991) 232 Cal.App.3d 60 (leading case on First Amendment rights of private club concerning government demands for information about its members); Bohemian Club v. Fair Empl. & Hous. Commn., No. A024988 (1986) 187 Cal.App.3d 1, appeal dismissed (1987) 484 U.S. 805 (leading case on private club First Amendment rights as an employer).
• Arizona Public Service Co., Public Service Company of New Mexico, Southern California Edison, Salt River Project, Tucson Electric Power Company and El Paso Electric Co. v. BHP Utah (Four Corners) (1989) Arizona Sup. Ct. (dispute over long term energy supply contract between major utilities and BHP Utah for Four Corners provider station operating on coal from Navaho mines), resolved by binding baseball arbitration before former Federal Judge Harold Tyler, described without identification in Two-Stage ADR Ends Fuel Case, Vol. 8, No. 9, 139 Alternatives (Center for Public Resources), September, 1990.
Securities class litigation ‒ Defense of issuers, underwriters and individual defendants in class securities litigation: Spectra-Physics, Inc. (Kassover v. Dwight (N.D. Cal. 1983), C 83 3801 RHS); Seagate Technology (N.D. Cal. 1984), C‑84‑20756 WAI; Altos Computer (Weinberger v. Jackson (N.D. Cal. 1983) C‑83‑20411 WAI); Eagle Computer Securities (Barber v. Kapperman (N.D. Cal. 1984) 84‑20382‑WAI); In Re Diasonics Securities Litigation (N.D. Cal. 1984) 599 F. Supp 447; Osborne Computer (Shea v. Arthur Young, Sup. Ct., Santa Clara, Nos. 536-562, 546-814); Masstor Systems Corporation (N.D. Cal. 1984), No. 84 20559 RPA; Wool v. Tandem Computers Inc. (9th Cir. 1987) 818 F.2d 1433; In re Convergent Technologies Securities Litigation (N.D. Cal. 1988) 721 F.Supp. 1133; Technical Equities, Inc. class litigation (shadow counsel for a director-officer); Pizza Time Securities Litigation (N.D. Cal. 1984), C-84-20038-RPA; Potlach Corporation: control dispute by Belzburg Family (Harry Lewis v. Potlach, Jaroslavicy v. Potlach, Stepak v. Potlach (S.D.N.Y. 1987)); Aizuss v. Commonwealth Equity Trust (E.D. Cal. 1993) 847 F. Supp. 1482.
Proxy contest for control of American Cement Corporation involving shareholder and corporate litigation in the state and federal courts in California and Delaware; reported decisions include Henshaw v. Americas Cement Corporation (Del.Ch. 1969) 252 A.2d 125 and Chickering, Jr., et al. v. James P. Giles (American Cement Corporation) (Del.Ch. 1970) 270 A.2d 373 (leading case on settlement implementation prior to submission to court).
C. Leonardt Improvement Co. v. Southdown, Inc., et al. (C.D.Cal. 1970), 313 F.Supp. 1146, 1970 Trade Cases ¶ 73,377 affirmed (9th Cir. 1970), injunction denied (S.Ct. 1970) and related State court litigation (C. Leonardt Improvement Co. v. Felix McGinnis, L.A. Sup. Ct. No. 981073; Schirm v. Southdown, Inc., L.A. Sup. Ct. No. 987500 (takeover by Southdown of closely-held family corporation attacked on securities, antitrust and fiduciary charges).
Martin, et al. v. Merrill Lynch, Pierce, Fenner & Smith (N.D. Cal. 2010‑2012) 10‑CV‑40200 CW. Class action for trade restraint violations and breach of contract; represented plaintiffs; ultimately settled for $17,720,000, providing class members with an average of 96.9% of the total claim and 100% of the claims for individual class members within the four year statute of limitation. The average recovery for each class member was $167,300 and included defendants’ covenant not to make forfeitures in violation of California’s prohibition against contracts in restraint of trade. This case followed an individual arbitration tried before Honorable James Warren (Ret.) where Mr. Edlund was co‑lead counsel for plaintiff. After trial, the arbitrator awarded $6.36 million in damages (economic, non‑economic and punitive), attorneys’ fees of $1.131 million and costs of $32,000, confirmed, Shaffer v. Merrill Lynch, Pierce, Fenner & Smith (N.D. Cal. April 1, 2011) 779 F. Supp. 2d 1085.