Colleen C. Smith

Ms. Smith has represented clients in a variety of major litigation matters, including:

Securities Litigation & Trials

• At trial, defeated more than 95% of plaintiffs’ claimed damages in rare Section 10(b) securities class action to go to jury verdict. Named one of the Top Defense Verdicts of 2019 by the Daily Journal. Hsu v. Puma Biotechnology, Inc. (C.D. Cal. 2019).
• Successfully represented Alteryx, Inc. in a securities class action related to modifications of the company’s revenue forecasts. Smith v. Alteryx, Inc. (C.D.Cal. 2021)
• Successfully represented Enphase Energy, Inc. in a securities class action resulting from short seller attacks. Hurst v. Enphase Energy Inc. (N.D.Cal. 2021)
• Won complete dismissal of securities claims on behalf of Zogenix, Inc., in connection with claims regarding its NDA submission. Lake v. Zogenix, Inc. (N.D. Cal. 2020). 
• Obtained dismissal of nearly all claims and damages on behalf of medical device company Obalon Therapeutics, Inc. in a securities class action involving disclosures related to its medical device and related accounting. Hustig v. Obalon Therapeutics, Inc. (S.D. Cal. 2019).
• Successfully represented Abbott subsidiary medical device company Thoratec, Inc. in connection with securities class action claims involving its HeartWare heart pumps. Cooper v. Thoratec (N.D. Cal. 2018).
• Successfully represented Wal-Mart Stores, Inc. and was part of the team that secured dismissal of a securities fraud class action against Walmex. City of Pontiac General Employees’ Retirement System v. Wal-Mart Stores, Inc. (W.D. Ark. 2018) & Fogel v. Vega (S.D.N.Y. 2018).
• Successfully represented Weatherford International in securities fraud class actions related to the Company’s restatement of certain financial statements due to tax accounting errors. Dobina v. Weatherford International, Ltd. (S.D.N.Y. 2014); Freedman v. Weatherford International Ltd. (S.D.N.Y. 2015)
• At trial, 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. The case was named one of the Daily Journal Top Verdicts of 2014. SEC v. Manouchehr Moshayedi (C.D. Cal. June 6, 2014); In re STEC, Inc. Securities Litigation (C.D. Cal. 2013).
• Won dismissal of securities fraud claims against medical device company Alphatec Spine and senior executives based on alleged misrepresentations and breaches of fiduciary duty in connection with related-party acquisition. This case was named by the Daily Journal as one of the Top Verdicts of 2013, and was affirmed on appeal by the Ninth Circuit. Mallen v. Alphatec Holdings, Inc. (S.D. Cal. 2013), aff’d (9th Cir. June 5, 2015).
• Won motion to dismiss securities and breach of fiduciary duty claims against Ligand Pharmaceuticals in litigation involving its acquisition of a commercial development license. Schmidt v. Skolas (E.D. Pa. 2013 aff’d (3d Cir. 2015).
• 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. Hoppaugh v. K12, Inc. (E.D. Va. 2013) & Oklahoma Firefighters Pension & Ret. Sys. v. K12, Inc. (E.D. Va. 2014).
• 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.” Weinberg v. Gold (D. Md. 2012).
• Represented biomedical testing manufacturer Beckman Coulter and its officers and directors in securities fraud class action and derivative lawsuits following reduction in guidance. In re Beckman Coulter Securities Litigation (C.D. Cal. 2010).
• At trial, led and 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

• Won summary judgment and dismissal of fiduciary duty claims arising from Excel Trust’s US$2 billion acquisition by Blackstone. Branagan v. Excel Trust, Inc. (Md. Cir. Ct.).
• 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., S.D.N.Y. 2023).
• Won dismissal on behalf of The Trade Desk and its directors and officers against claims of breach of fiduciary duty in Delaware Chancery Court. City Pension Fund v. The Trade Desk (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 Superior 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 among The Deal Award’s Most Outstanding Deal of the Year in 2022
• Callaway Golf in US$2 billion merger with Topgolf (S.D. Cal. 2021).
• Represented Oncternal Therapeutics in its reverse merger with GTx (D. Del. 2019).
• Represented Ignyta in US$1.7 billion sale to Roche (S.D. Cal. 2018).
• Defeated activist shareholder of biopharmaceutical developer Puma Biotechnology in his failed proxy contest for control of board. Eshelman v. Puma Biotechnology, Inc. (Del. Ch. Ct. 2016).
• Represented BioMed Realty Trust in its US$8 billion sale to Blackstone Group. In re BioMed Realty Trust, Inc. Shareholders Litigation (Md. 2016).
• Won dismissal of claims against Pulse Electronics Special Committee in connection with its take-private by Oaktree Capital Management. Odinotski. v. Vazales (S.D. Super. Ct. 2016).
• Defeated shareholder attempt to enjoin Excel Trust’s US$2 billion sale to Blackstone Group. Branagan v. Excel Trust, Inc. (Md. 2015).
• Represented Receptos in US$7.2 billion sale to Celgene (Del. Ch. Ct. 2015).
• Secured preliminary injunction against would-be hostile acquirer Valeant and co-conspirator Bill Ackman and his hedge fund management company Pershing Square for insider trading in connection with a US$54.6 billion hostile takeover attempt of specialty pharmaceutical company Allergan, in a transaction named The American Lawyer’s 2015 Global M&A Deal of the Year US. Allergan, Inc. v. Valeant Pharmaceuticals International, Inc. (C.D. Cal. Nov. 4, 2014); PS Fund 1 v. Allergan, Inc. (Del. Ch. Ct. 2014).
• Won summary judgment of shareholder class action against Allergan and its directors alleging breaches of fiduciary duty in connection with the company’s bylaws and responses to a hostile takeover attempt by Valeant and Pershing Square. In re Allergan, Inc. Stockholder Litigation (Del. Ch. Ct. Nov. 7, 2014).
• Represented Cadence Pharmaceuticals in US$1.3 billion sale to Mallinckrodt (Del. Ch. Ct.; S.D. Super. Ct. 2014).
• Represented Medicis in US$2.6 billion sale to Valeant Pharmaceuticals (Del. Chancery Ct.; Maricopa Cty. Sup. Ct.; Ariz. 2012).
• Represented Volcom in US$607 million sale to PPR (Del. Ch. Ct.; Orange Cty. Sup. Ct. 2011).
• Represented financial advisor to ev3 in US$2.6 billion sale to Covidien (Del. Ch. Ct.; Minn. 2010).
• Represented financial advisor to ATS Medical in US$370 million sale to Medtronic (Minn. 2010).