Beware the angry general counsel. On Wednesday Kent Roberts, the ex-general counsel of McAfee, sued his former employer for defamation, invasion of privacy and malicious prosecution. Roberts, who was acquitted of fraud in a three-week trial last year, is accusing McAfee of making him the scapegoat in the company's stock option backdating scandal. Here's a story on the filing from Bloomberg. What's more, he accuses the company's outside lawyers at Wilson Sonsini Goodrich & Rosati and Howrey of helping to frame him.
The suit, filed in federal district court in San Francisco, says that officials at Santa Clara, Calif.-based McAfee gave misleading information about Roberts to the U.S. Department of Justice and the Securities and Exchange Commission. Roberts is seeking unspecified damages.
If you have the time, we suggest taking a look at Roberts' 44-page complaint. It's a doozy. Here's a copy (pdf) courtesy of Courthouse News. Roberts alleges that, with the assistance of these two firms, the company's board launched "Project Shield," which was "a campaign of diversion, misrepresentation, and falsehood aimed at shifting the attention of federal authorities away from [then-CEO George] Samenuk's and McAfee's misdeeds."
Roberts is particularly critical of Howrey's internal investigation of McAfee's stock option grants. The complaint alleges that the investigation gave senior management and directors advance notice of the investigative process, supplied them with relevant documents before their interviews, and allowed them to produce documents voluntarily without taking steps to ensure pertinent ones were preserved. Robert claims that Howrey came across evidence of numerous instances of backdating. But the SEC did not probe McAfee's directors about most of those grants because the board's lawyers at Wilson Sonsini negotiated a deal with the agency that its depositions would cover only a narrow subject -- the 2000 option grant that the company was pinning on Roberts.
Roberts alleges that McAfee's auditors at PricewaterhouseCoopers raised concerns about Howrey's work in February 2007, and interim CEO Dale Fuller reported to the board that PwC's review gave Howrey's work "a marginal passing score." According to the complaint, Fuller later reported to the incoming CEO of McAfee that "Howrey really screwed up," referring to the investigation.
Roberts' complaint also maintains that lawyers at Wilson and Howrey took no action when they determined that McAfee directors' e-mails had been deleted in violation of an SEC freeze order.
McAfee spokeswoman stated the following in an e-mail: "Based on our initial review, the lawsuit has no merit whatsoever." Wilson partner Boris Feldman told us he hasn't seen the complaint and has no comment. Lawyers at Howrey did not immediately respond to requests for comment.
Roberts was charged with seven federal counts relating to back-dated stock options in 2007, and the SEC brought civil charges later that year. After his acquittal in 2008, prosecutors dropped all charges. He was defended in the criminal case by Stephen Neal of Cooley Godward. In March of this year, the SEC dismissed its case.
Roberts is represented by Mary Dryovage of the Law Office of Mary Dryovage in San Francisco and a team from Gillespie, Rozen & Watsky in Dallas.
This article first appeared on The Am Law Litigation Daily blog on AmericanLawyer.com.
Corporate Counsel reports contributed to this article.