Colleen C. Smith

Colleen has represented clients in a variety of major litigation matters, including:

Securities Litigation & Trials

• Opiant Pharmaceuticals – Won motion to dismiss post-close breach of fiduciary duty challenging disclosures and fairness of Indivior PLC’s acquisition of Opiant (Del. Ch. 2025)
• GoodRx – Won dismissal of a securities class action challenging statements related to GoodRx’s disclosures surrounding its relationship with a large grocery chain (C.D. Cal. 2025).
• Major Consumer Electronics Company – Won a first-round dismissal with prejudice in a securities class action and derivative complaint challenging the disclosure of compensation payments to top executives (S.D.N.Y. 2024)
• Kohl’s – Won dismissal of securities class action involving retailer’s management of supply chain matters and revenue reporting (E.D. Wis. 2024)
• Atlassian – Won dismissal of securities class action against software giant challenging trends in conversion from free to paid subscribers (N.D. Cal. 2024)
• BioXcel – Won dismissal of securities class action involving claims related to clinical trial site performance (D. Conn. 2024)
• Homology – Won dismissal of securities class action on first round motion to dismiss involving claims related to clinical trial of novel gene therapy (D. Mass. 2024)
• Lensar – Defeated preliminary injunction seeking disclosures and damages under Section 14(a) (D. Del. 2023) and won dismissal of federal securities class action (D. Del. 2024)
• General Electric – Won motion to dismiss federal securities action on behalf of General Electric related to financial disclosures (S.D.N.Y. 2023)
• Morgan Stanley – Won motion seeking enforcement of federal forum selection bylaw for underwriter consortium led by Morgan Stanley (S.D. Super. Ct. 2023)
• GoodRx – Won dismissal in securities class actions challenging IPO disclosures and subsequent statements following entry into the prescription-drug pricing market by a major competitor (C.D. Cal. 2022)
• Alteryx – Won first dismissal on first round briefing in a securities class action related to the company’s revenue forecasts (C.D. Cal. 2021)
• 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. 2021)
• Oncternal Therapeutics – Won dismissal of securities fraud class action in connection with reverse merger with GTx (S.D.N.Y. 2020)
• Piper Sandler – Secured dismissal on behalf of underwriters in securities litigation challenging IPO of Ra Medical Systems (S.D. Cal. 2020)
• 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. 2019)
• Lyft – Successfully represented Lyft in securities class actions in federal and state court in connection with its high-profile IPO
• Puma Biotechnology – At trial, defeated more than 95% 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. 2019)
• Thoratec – Successfully represented Abbott subsidiary medical device company Thoratec, Inc. in connection with securities class action claims involving its HeartWare heart pumps (N.D. Cal. 2018)
• Walmart – Successfully represented Wal-Mart Stores, Inc. and was part of the team that secured dismissal of a securities fraud class action against Walmex (W.D. Ark. 2018; S.D.N.Y. 2018)
• Weatherford International – Successfully represented Weatherford International in securities fraud class actions related to the Company’s restatement of certain financial statements due to tax accounting errors (S.D.N.Y. 2014; S.D.N.Y. 2015)
• 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. 2013, aff’d 9th Cir. 2015)
• Ligand Pharmaceuticals – Won motion to dismiss securities and breach of fiduciary duty claims against Ligand Pharmaceuticals in litigation involving its acquisition of a commercial development license (E.D. Pa. 2013, aff’d 3d Cir. 2015)
• K12 – Won dismissal of securities fraud claims against online education provider K12 in multiple securities class actions involving alleged misstatements regarding academic performance and recruiting practices (E.D. Va. 2013; E.D. Va. 2014)
• STEC – Won unanimous defense verdict after a three-week jury trial on behalf of the CEO of technology company STEC, defeating SEC insider trading action seeking US$800 million in a case that was named one of the Daily Journal Top Verdicts of 2014 (C.D. Cal. 2014); represented the company and its founders in securities fraud class actions and derivative cases alleging disclosure violations and insider trading (C.D. Cal. 2013)
• BioMed Realty – Secured dismissal of a “say-on-pay” derivative lawsuit against BioMed Realty’s officers and directors, commended by The Financial Times as a “notable victory” (D. Md. 2012)
• Beckman Coulter and its officers and directors in securities fraud class action and derivative cases following reduction in guidance (C.D. Cal. 2010)
• City of San Diego – Won a unanimous defense verdict on behalf of the City of San Diego in mass action involving estimated damages of US$200 million

M&A and Corporate Control Litigation

• New Relic – Achieved a full victory defeating multiple demands for books and records following the announcement of its US$6.5 billion acquisition by Francisco Partners and TPG; a decision upheld on appeal by the Chancellor (Del. Ch. 2025)
• Bridge Investment Group Holdings in its US$1.5 billion acquisition by Apollo (2025)
• The Trade Desk – Won dismissal of stockholder class action challenging founder equity grant (Del. Ch. 2025)
• Masimo – Won civil contempt order and sanctions against activist stockholder in connection with proxy contest for control of healthcare-technology company’s board (C.D. Cal. 2025)
• The Trade Desk – Won summary judgment on stockholders’ claim that proposed reincorporation from Delaware to Nevada violated company’s corporate charter (Del. Ch. 2024)
• Endeavor Group Holdings – Defeated efforts to invoke charter provision to enjoin US$25B take-private transaction with Silver Lake Partners (Del. Ch. 2024)
• Excel Trust – Won summary judgment and dismissal of fiduciary duty claims arising from Excel Trust’s US$2 billion acquisition by Blackstone (Md. Cir. Ct. 2023)
• Bunge Limited – Defeated preliminary injunction motion that sought to enjoin a stockholder vote ahead of Bunge’s US$18 billion merger with Viterra (Mo. Cir. Ct. 2023)
• MindMed – Successfully defended the board of directors of life sciences company MindMed against a proxy contest mounted by an activist investor (2023)
• Searchlight Capital in connection with its take private acquisition of Hemisphere Media (Del. Ch. 2023)
• Adamis Pharmaceuticals in its merger with DMK Pharmaceuticals (S.D.N.Y. 2023)
• Assertio Holdings in its US$300 million acquisition of Spectrum Pharmaceuticals (S.D.N.Y. 2023)
• Extra Space Storage in US$36 billion merger with Life Storage (2023)
• Magellan Midstream in its US$19 billion acquisition by ONEOK (S.D.N.Y. 2023)
• Opiant Pharmaceuticals in its acquisition by Indivior (S.D.N.Y. 2023)
• Prometheus Biosciences in its US$11 billion acquisition by Merck (D. Del. 2023; S.D.N.Y. 2023)
• The Trade Desk – Won dismissal on behalf of The Trade Desk and its directors and officers against claims of breach of fiduciary duty (Del. Ch. 2022)
• Ayala Pharmaceuticals in its merger with Advaxis (S.D.N.Y. 2022)
• Centennial Resources in its US$7 billion merger of equals with Colgate (S.D.N.Y. 2022)
• Falcon Minerals in its US$1.9 billion acquisition by Desert Peak (Del. Ch. 2022)
• Imago Biosciences in its US$1.35 billion merger with a subsidiary of Merck (S.D.N.Y. 2022)
• Viasat in its US$7.3 billion acquisition of Inmarsat (D. Del, S.D.N.Y., D. Colo. 2022)
• Zogenix in its US$1.9 billion acquisition by UCB (Del. Ch., D. Del. 2022)
• ChemoCentryx in US$3.7 billion acquisition by Amgen (S.D.N.Y., N.D. Cal., San Mateo Super. Ct. 2022)
• Tenneco in US$7.1 billion acquisition by Apollo (S.D.N.Y. 2022)
• Cerner Corp. in US$28.3 billion acquisition by Oracle (E.D.N.Y. 2022), named Most Outstanding Deal of the Year at The Deal Awards 2022
• Callaway Golf in US$2 billion merger with Topgolf (S.D. Cal. 2021)
• Oncternal Therapeutics in its reverse merger with GTx (D. Del. 2019)
• Ignyta in US$1.7 billion sale to Roche (S.D. Cal. 2018)
• Puma Biotechnology – Defeated activist shareholder of biopharmaceutical developer Puma Biotechnology in his failed proxy contest for control of board. (Del. Ch. 2016)
• BioMed Realty Trust in its US$8 billion sale to Blackstone Group. (Md. 2016)
• Pulse Electronics – Won dismissal of claims against Pulse Electronics Special Committee in connection with its take-private by Oaktree Capital Management (S.D. Super. Ct. 2016)
• Receptos in US$7.2 billion sale to Celgene (Del. Ch. 2015)
• Allergan – Secured preliminary injunction against Valeant, Bill Ackman, and Pershing Square for insider trading in connection with a US$54.6 billion hostile takeover attempt of Allergan, in a transaction named The American Lawyer’s 2015 Global M&A Deal of the Year (C.D. Cal. 2015); won summary judgment of shareholder class action against Allergan and its directors alleging breaches of fiduciary duty in connection with the hostile takeover attempt (Del. Ch. 2014)
• Cadence Pharmaceuticals in US$1.3 billion sale to Mallinckrodt (Del. Ch., S.D. Super. Ct. 2014)
• Medicis in US$2.6 billion sale to Valeant Pharmaceuticals (Del. Ch., Maricopa Cty. Super. Ct. 2012)
• Volcom in US$607 million sale to PPR (Del. Ch., Orange Cty. Super. Ct. 2011)
• Financial advisor to ev3 in US$2.6 billion sale to Covidien (Del. Ch., Minn. 2010)
• Financial advisor to ATS Medical in US$370 million sale to Medtronic (Minn. 2010)