Michele D. Johnson

• Twitter – Won dismissal of securities class action against company and then-CEO and CFO arising out of fixes to Twitter users’ privacy setting (N.D. Cal., aff’d 9th Cir.)
• Peloton – Won dismissal of securities class action alleging the company misled investors about COVID-related demand levels (S.D.N.Y.)
• Apple as plaintiff in copyright infringement and Digital Millennium Copyright Act case against company that virtualized iOS, resulting in favorable settlement days before jury trial (S.D. Fla.)
• NextGen Healthcare – Won complete defense jury verdict in first holder’s claim to go to trial in the United States in nearly 90 years, named by the Daily Journal as a Top Verdict of 2022 (Orange Cty. Superior)
• US Soccer Federation – Won summary judgment in litigation with the US Senior Women’s National Team regarding equal pay, in win named Litigator of the Week by The American Lawyer (C.D. Cal.)
• Puma Biotechnology – At trial, defeated more than 95 percent of plaintiffs’ claimed damages in rare Section 10(b) securities class action to go to jury verdict, named by the Daily Journal as one of the Top Verdicts of 2019 (C.D. Cal.)
• Match.com – Won first-round dismissal with prejudice of securities class action against Match.com arising from $30 billion spin-off from IAC (Del. Chancery)
• Touradji Capital Management – At retrial, converted $90 million loss into $2.4 million damages award in jury trial against former hedge fund employees (N.Y. Supreme)
• New Enterprise – Defeated motion to dismiss in plaintiffs’ case for breach of contract and fiduciary duty arising from controlling stockholder transaction (Del. Chancery)
• Eargo – Won dismissal of securities class action following criminal and civil investigations into insurance reimbursement practices for over-the-counter hearing aids (N.D. Cal.)
• Pinterest – Secured dismissal of securities class action and derivative cases against alleging misleading statements in connection with user metrics (N.D. Cal.)
• GoodRx – Won final dismissal of securities class action challenging company’s IPO disclosures following major competitor’s entry into prescription-drug pricing market (C.D. Cal.)
• Alteryx – Won final first-round dismissal of securities class action against technology company following withdrawal of guidance in the early days of the pandemic (C.D. Cal.)
• Kohl’s – Defeated proxy contest for board control launched by activist stockholder
• OSI Systems – Argued and won in the Ninth Circuit preserving dismissal of derivative claims against directors of security-screening designer on demand futility grounds (9th Cir.)
• Quality Systems – Argued and won in the Ninth Circuit preserving dismissal of derivative claims against directors of healthcare information systems developer on statute of limitations grounds (9th Cir.)
• OSI Systems – Won dismissal of securities fraud claims against electronic systems developer and senior executives based on claims prompted by short seller Muddy Waters (C.D. Cal.)
• Enphase Energy – Won dismissal of securities class action following short-seller report alleging inflated financials due to deferred revenue accounting and tariffs on solar products manufactured overseas (N.D. Cal.)
• Piper Sandler – Achieved dismissal of underwriters from Section 11 litigation arising from IPO of RA Medical (S.D. Cal.)
• JP Morgan – Defeated motion for preliminary injunction seeking to block $1.7 billion acquisition of leading developer of advanced digital imaging solutions; won dismissal of aiding and abetting claim against financial advisor to seller (Santa Clara Cty. Superior)
• Investment Bank – Achieved walk-away settlement and dismissal of underwriters in Section 11 litigation arising from IPO of ChemBio (E.D.N.Y.)
• PolarityTE – Won first-round dismissal with prejudice of securities class action against regenerative-tissue developer, in short-seller-prompted case challenging statements relating to the company’s patents and FDA registrations (D. Utah)
• Switch – Won dismissal on motion for judgment on pleadings of securities class action against technology ecosystem operator following its IPO (D. Nev.)
• Oncternal Therapeutics – Won dismissal of securities fraud class action in connection with reverse merger with GTx (S.D.N.Y.)
• Steve Wynn – Won dismissal of securities class action against Wynn Resorts founder following Wall Street Journal report and Wynn’s resignation as CEO (D. Nev.)
• Sarepta Therapeutics – Secured dismissal of securities class action and derivative case against drug developer alleging misleading statements regarding clinical trial results (S.D.N.Y.)
• First Data – Won dismissal of class action seeking to block $22 billion acquisition by Fiserv Data (Del. Chancery)
• Zogenix – Won dismissal of securities class action against drug developer alleging misleading statements in connection with its New Drug Application (N.D. Cal.)
• Obalon Therapeutics – Won dismissal of Section 11 claims on behalf of medical device company in class action challenging IPO disclosures related to its chief product and related accounting (S.D. Cal.)
• Steven Sugarman – Achieved dismissal of former CEO of Banc of California in securities class action, with rare public statement by plaintiffs affirming CEO’s non-culpable conduct (C.D. Cal.)
• Pharmaceutical company in confidential SEC investigation into insider trading, closed with no action
• Lifestyle brand company in confidential SEC investigation into insider trading, closed with no action
• IXYS – Won dismissal of securities class action seeking to block $750 million sale of semiconductor manufacturer to Littelfuse (N.D. Cal.)
• Leonard Green & Partners – Won sanctions motions on behalf of ExamWorks in appraisal action arising from $2.2 billion acquisition by Leonard Green & Partners, creating Delaware’s “no chumps” policy for party discovery (Del. Chancery)
• Leonard Green & Partners – Defeated motions to expedite and for preliminary injunction seeking to block $4 billion acquisition of luxury fitness company; won dismissal of aiding and abetting claim against acquirer (D. Minn.)
• Altor Bioscience – Defeated motion to expedite and TRO seeking to block $290 million take private of biopharmaceutical company (Del. Chancery)
• Farmer Brothers – Defended coffee manufacturer against controlling stockholders’ failed proxy contest for control of board
• Guidance Software – Won motion for expedition in connection with defense against former CEO’s proxy contest for control of board (L.A. Cty. Superior)
• Rizvi Traverse Management – Defeated TRO seeking to enjoin $551 million acquisition of cutting-edge media company; won dismissal on basis of forum-selection bylaw of aiding and abetting claim against buyer (L.A. Cty. Superior)
• Puma Biotechnology – Defeated would-be activist stockholder in his failed proxy contest for control of board (Del. Chancery)
• Hudson Pacific Properties – Defeated motion for preliminary injunction seeking to block $3.5 billion acquisition of office real estate company and won motion to dismiss breach of fiduciary duty claim, named by the Daily Journal as one of the Top Verdicts of 2015 (S.F. Cty. Superior)
• Allergan – Won preliminary injunction against would-be hostile acquirer Valeant and co-conspirator Bill Ackman and activist hedge fund Pershing Square for insider trading in connection with $54.6 billion hostile takeover attempt, in transaction named The American Lawyer’s 2015 Global M&A Deal of the Year US (C.D. Cal., Del. Chancery)
• STEC – Obtained unanimous defense verdict following jury trial on behalf of CEO of enterprise-class technology company in $800 million SEC enforcement action alleging insider trading, in one of the Daily Journal’s Top Verdicts of 2014; represented the company and its founders in securities fraud class actions and derivative cases alleging disclosure violations and insider trading (C.D. Cal.)
• Alphatec Spine – Won dismissal of securities fraud class action against medical device company and senior executives regarding related-party acquisition, named by the Daily Journal as one of the Top Verdicts of 2013 (S.D. Cal., aff’d 9th Cir.)
• MPG Office Trust – Defeated TRO and motion for preliminary injunction brought by preferred shareholders seeking to permanently enjoin $2.3 billion real estate company merger (Baltimore Cir.)
• Quest Software – Defeated motions for expedited discovery on behalf of Special Committee during pendency of go-shop following announcement of management buyout of software provider, permitting $2.4 billion topping bid by Dell (Del. Chancery, Orange Cty. Superior)
• Beckman Coulter and its officers and directors in securities fraud class action and derivative cases following reduction in guidance (C.D. Cal.)
• Broadcom in its $764 million unsolicited tender offer for Emulex, expedited suit challenging poison pill, and multiple proxy-related suits (C.D. Cal., Del. Chancery, Orange Cty. Superior)
• Skilled Healthcare – Represented managed-care provider in securities fraud class action following a restatement involving allegations of misleading statements in its IPO (C.D. Cal.)
• Impac Mortgage – Won dismissal of securities fraud claims against Alt-A mortgage lender; secured favorable settlement of derivative action and ERISA class action following subprime mortgage industry collapse (C.D. Cal.)
• Segerstrom – Lead trial lawyer for One Town Center Associates in successful jury trial regarding commercial lease dispute between recalcitrant tenant and Segerstrom-owned property (Orange Cty. Superior)
• First Consulting Group – Defeated motion for preliminary injunction seeking to block $350 million acquisition of computer consulting company (L.A. Cty. Superior)
• CV Therapeutics – Represented cardiovascular biopharmaceutical company in securities fraud case and derivative litigation brought following the delay of FDA approval of company’s primary drug (N.D. Cal.)
• ICOS – Defeated motion for preliminary injunction seeking to enjoin shareholder vote on $2.1 billion acquisition of specialty pharmaceutical company (Snohomish Cty. Superior, Wash.)
• Power Integrations and officers and directors in stock options backdating litigation (N.D. Cal.)
• ConocoPhillips – Co-lead trial lawyer for in jury trial of $250 million product defect claims arising from alleged groundwater contamination by gasoline additive MTBE (Sacramento Cty. Superior)
• Orange County Halfway House – Obtained complete defense verdict as lead trial lawyer in bench trial regarding commercial lease dispute between charitable organization dedicated to serving troubled youth and its landlord. (Orange Cty. Superior)
• Calpine and its officers and directors in securities fraud class actions involving allegations of price manipulation and wash trades (Santa Clara Cty. Superior)
• Arthur Andersen – Won summary judgment on behalf in fraud case filed in connection with failed IPO (Orange Cty. Superior)

Additional Representative M&A Litigation

• Safehold in internalization transaction with iStar (S.D.N.Y.)
• ChemoCentryx in $3.7 billion acquisition by Amgen (S.D.N.Y., N.D. Cal., San Mateo Superior)
• Switch in $11 billion acquisition by DigitalBridge Group (S.D.N.Y.)
• Renewable Energy Group in $3.15 billion acquisition by Chevron (Del. Chancery)
• Tenneco in $7.1 billion acquisition by Apollo (S.D.N.Y.)
• Cerner Corp. in $28.3 billion acquisition by Oracle (E.D.N.Y.), named among The Deal Award’s Most Outstanding Deal of the Year in 2022
• Callaway Golf in $2 billion merger with Topgolf (S.D. Cal.)
• Special Committee of board of T-Mobile in connection with $26 billion merger. (Del. Chancery)
• Financial advisors to Wright Medical in proposed $5.4 billion acquisition by Stryker
• Management of Caesars Entertainment in $17.3 billion merger with Eldorado Resorts (D. Del.)
• Mellanox in $6.9 billion acquisition by NVIDIA (N.D. Cal., S.D.N.Y.)
• Akebia Therapeutics in $1.3 billion acquisition of Keryx Biopharmaceuticals (D. Del.)
• Special Committee of the board of Dell Technologies in proposed $70.1 billion reverse merger with VMWare tracking stock (Del. Chancery)
• Idera Pharmaceuticals in proposed merger with BioCryst Pharmaceuticals (D. Del.)
• Ignyta in $1.7 billion sale to Roche (S.D. Cal.)
• Alliance HealthCare Services in $75 million take-private by Tahoe Investment Group (Del. Chancery)
• Amneal Pharmaceuticals in $6.4 billion merger with Impax Laboratories (N.D. Cal.)
• Guidance Software in $240 million sale to OpenText (C.D. Cal.)
• Digital Realty in $7.8 billion acquisition of DuPont Fabros (D.D.C.)
• WCI Communities in $643 million sale to Lennar Corp. (M.D. Fla.)
• Raptor Pharmaceuticals in $800 million sale to Horizon (D. Del.)
• Financial advisor to Outerwall in $1.6 billion sale to Apollo (W.D. Wash.)
• ReachLocal in $156 million sale to Gannett (L.A. Cty. Superior)
• Ceres in $17.2 million sale to Land O’ Lakes (L.A. Cty. Superior, C.D. Cal.)
• Skullcandy in $197 million sale to Mill Road Capital (D. Utah)
• United Online in $170 million sale to B. Riley Financial (Del. Chancery)
• Financial advisor to Dyax in $5.9 billion sale to Shire (Del. Chancery, Mass. Superior)
• Receptos in $7.2 billion sale to Celgene (Del. Chancery)
• Avago in $37 billion acquisition of Broadcom (C.D. Cal., Orange Cty. Superior)
• Financial advisor to Pharmacyclics in $21 billion sale to AbbVie (Santa Clara Cty. Superior), named by the Daily Journal as one of the Top 10 M&A Transactions of 2015.
• Hudson Pacific Properties in $3.5 billion acquisition of assets from Blackstone (S.F. Cty. Superior)
• Avanir Pharmaceuticals in $3.54 billion sale to Otsuka Holdings (Del. Chancery)
• Financial advisors to Wright Medical Group in $3.3 billion sale to Tornier (Tennessee)
• Multimedia Games in $1.2 billion sale to Global Cash (W.D. Tex., Travis Cty. Superior)
• Financial advisor to AbbVie in $54 billion sale to Shire PLC (Del. Chancery)
• Questcor Pharmaceuticals in $5.6 billion sale to Mallinckrodt (Orange Cty. Superior)
• Cadence Pharmaceuticals in $1.3 billion sale to Mallinckrodt (Del. Chancery, San Diego Cty. Superior)
• Actavis in $25 billion acquisition of Forest Laboratories (Del. Chancery, N.Y. Superior)
• Patient Safety Technologies in $120 million sale to Stryker (Del. Chancery, Orange Cty. Superior)
• BRE Properties in $16.2 billion merger with Essex Property Trust (Baltimore Cir.)
• Santarus in $2.6 billion sale to Salix Pharmaceuticals (Del. Chancery, San Diego Cty. Superior)
• Financial advisor to MAKO Surgical in $1.65 billion sale to Stryker (Del. Chancery)
• Financial advisor to Thomas Properties in $1.2 billion sale to Parkway Properties (Del. Chancery)
• Financial advisor to MAA in $8.6 billion sale to Colonial Properties Trust (Alabama)
• MPG Office Trust in $2.3 billion sale to Brookfield Office Properties (Baltimore Cir., L.A. Cty. Superior)
• Financial advisor to Palomar Medical Technologies in $294 million sale to Cynosure (Del. Chancery, Mass.)
• Financial advisor to Dell in $24.4 billion take-private by Michael Dell (Del. Chancery)
• Energy Capital Partners in $1.1 billion acquisition of Energy Solutions (Del. Chancery, Utah)
• Spirit Realty Capital in $7.1 billion merger with Cole Credit Property Trust (Baltimore Cir.)
• Somaxon Pharmaceuticals in $25 million sale to Pernix (San Diego Cty. Superior)
• Financial advisor to MIPS Technologies in $100 million sale to Imagination Technologies (Del. Chancery)
• Financial advisor to Cymer in EUR 1.95 billion sale to ASML (Nevada)
• Medicis in $2.6 billion sale to Valeant Pharmaceuticals (Del. Chancery, Maricopa Cty. Superior)
• Realty Income in $2.9 billion acquisition of American Realty Capital Trust (N.Y. Supreme, D. Md., Baltimore Cir.)
• Financial advisor to Amylin Pharmaceuticals in $7 billion sale to Bristol-Myers Squibb (Del. Chancery)
• Complete Production Services in $2.7 billion sale to Superior Energy Services (Del. Chancery, Texas)
• Volcom in $607 million sale to PPR (Del. Chancery, Orange Cty. Superior)
• American Medical Systems in $2.9 billion sale to Endo Pharmaceuticals (Minn.)
• Beckman Coulter in $6.8 billion sale to Danaher (Del. Chancery, Orange Cty. Superior)
• Financial advisor to AGA Medical in $1.3 billion sale to St. Jude Medical (Del. Chancery)
• Clarient in $580 million sale to GE Healthcare (Del. Chancery, Orange Cty. Superior)
• Financial advisor to ev3 in $2.6 billion sale to Covidien (Del. Chancery, Minn.)
• Financial advisor to ATS Medical in $370 million sale to Medtronic (Minn.)
• Financial advisor to Javelin in $145 million sale to Hospira (Del. Chancery, Mass.)
• Financial advisor to I-Flow in $267 million sale to Kimberly Clark (Orange Cty. Superior)
• Cougar Biotechnology in $1 billion sale to Johnson & Johnson (L.A. Cty. Superior)
• Financial advisor to Advanced Medical Optics in $2.6 billion sale to Abbott Laboratories (Orange Cty. Superior)
• Financial advisor to Accredited Home Lenders in $296 million sale to Lone Star Funds (Del. Chancery)
• Financial advisor to Bradley Pharmaceuticals in $346 million sale to Nycomed (New Jersey)

Thought Leadership

• Delaware Chancery Court Extends Oversight Duties to Non-Director Corporate Officers, Latham & Watkins Feb. 2022
• Delaware Court Applies Entire Fairness Standard to MultiPlan de-SPAC, Latham & Watkins Jan. 2022
• Rise in Securities Class Action Filings In Life Sciences Sector, In Vivo - Informa Pharma Intelligence  May 2020 
• The State of Appraisal Litigation in Delaware, The Review of Securities & Commodities Regulation Sept. 2018
• Revisiting Affiliated Ute: Back in Vogue in the 9th Circuit, Law360 May 2017
• US M&A Litigation: Will the Changing Landscape Shift to the UK? Latham London Blog Jan. 2016
• Defending Against The Hostile Bid: Lessons Learned from Allergan, Lexology Sept. 2015
• Court Decision Helps REITs Strategize for Successful Acquisitions in the Face of Shareholder Litigation, Transaction Advisors Sept. 2015
• Taking a Second Look at the Corporate Benefit Doctrine, Delaware Business Court Insider Jan. 2014
• 8 Steps To Defend Against Latest Wave of Proxy Litigation, Latham & Watkins Aug. 2013
• Preparing for Possible IRC Section 162(m) Litigation this Proxy Season, Latham & Watkins Corporate Governance Commentary Feb. 2013
• Defending the Latest Wave of Proxy Litigation: Say-on-Pay and Equity Plan Shareholder Class Action Injunction Lawsuits, Latham & Watkins Corporate Governance Commentary Jan. 2013
• The Future of Say-on-Pay Derivative Litigation, The Review of Securities & Commodities Regulation Apr. 2012