One of “The 25 Most Influential Women In Securities Law.”Law360 2016

Michele D. Johnson

Orange County
  • 650 Town Center Drive
  • 20th Floor
  • Costa Mesa, CA 92626-1925
  • USA
 
 

Michele Johnson, a member of the firm’s Executive Committee and the former Managing Partner of the Orange County office, is consistently recognized as a leading California litigator. She represents financial institutions, Fortune 500 companies, boards of directors and individuals in securities, M&A and other complex commercial litigation. 

Ms. Johnson’s practice focuses on securities and professional liability litigation, and she represents industry-leading companies, officers and directors, special committees and financial institutions in connection with:

  • Securities class actions
  • Shareholder derivative litigation
  • Mergers and acquisitions litigation
  • Proxy contests
  • SEC enforcement actions
  • Internal investigations
  • Other complex, high-exposure litigation

Ms. Johnson’s recent representations include multi-jurisdictional litigation arising out of solicited and hostile takeover attempts and investigations and litigation on behalf of special committees and boards of directors related to public company crises. In a widely publicized matter that began in 2014, she represented Allergan in defending against the US$54.6 billion hostile takeover attempt by Valeant Pharmaceuticals assisted by Pershing Square. She has had significant trial experience involving product liability, unfair business practices, tax, trusts and estates, and insurance bad faith trials.

Ms. Johnson was recognized as a “recommended” lawyer for M&A Litigation by Legal 500 US 2015. Recently, she was named to the “25 Most Influential Women in Securities Law” by Law360, the “Top Women Lawyers” list in California by the Daily Journal, and the Profiles in Diversity Journal’s list of “Women Worth Watching.”

Ms. Johnson has served on the firm's Pro Bono, Associates and Diversity Committees. She serves on the boards of the Public Law Center, the Orange County Bar Foundation and the Orange County chapter of the Association of Business Trial Lawyers.

Recent M&A and Corporate Control Litigation
  • Successfully represented coffee manufacturer Farmer Brothers in defending against controlling shareholders’ failed proxy contest for control of board (Dec. 2016)
  • Defeated motion to expedite and motion for preliminary injunction seeking to block US$4 billion acquisition of luxury fitness company; won dismissal on the pleadings of aiding and abetting breach of fiduciary duty claim against acquirer Leonard Green & Partners. Lusk v. LifeTime Fitness, Inc. (D. Minn. Sept. 30, 2016)
  • Defeated motion for preliminary injunction seeking to block US$1.7 billion M&A transaction and won dismissal of aiding and abetting breach of fiduciary duty claim against a major investment bank as financial advisor to seller. In re OmniVision, Inc. Shareholder Litigation (Santa Clara Cty. Sup. Ct. Sept. 12, 2016)
  • Won motion for expedition on behalf of software developer Guidance Software in connection with its defense against former CEO’s proxy contest for control of board. Guidance Software, Inc. v. McCreight (Los Angeles Cty. Sup. Ct. Apr. 2016)
  • Defeated application for TRO seeking to enjoin US$551 million acquisition of cutting-edge media company, and won dismissal on basis of forum-selection bylaw of aiding and abetting breach of fiduciary duty claim against buyer Rizvi Traverse Management. Garfield v. RealD, Inc. (Los Angeles Cty. Sup. Ct. Feb. 23, 2016)
  • Defeated would-be activist shareholder of biopharmaceutical developer Puma Biotechnology in his failed proxy contest for control of board. Eshelman v. Puma Biotechnology, Inc. (Del. Chancery Ct. Jan. 2016)
  • Defeated motion for preliminary injunction seeking to enjoin US$3.5 billion acquisition of office real estate, at hearing held hours before shareholder vote, and won motion to dismiss breach of fiduciary duty claim, in case named by the Daily Journal as one of the Top Verdicts of 2015. Fundamental Partners v. Hudson Pacific Properties, Inc. (San Francisco Cty. Sup. Ct. Mar. 4, 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 U.S. Allergan, Inc. v. Valeant Pharmaceuticals International, Inc. (C.D. Cal. Nov. 4, 2014); PS Fund 1 v. Allergan, Inc. (Del. Chancery 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. Chancery Ct. Nov. 7, 2014)
  • Defeated TRO and motion for preliminary injunction brought by preferred shareholders to enjoin US$2.3 billion real estate company merger. Cohen v. MPG Office Trust, Inc. (Baltimore Circuit Ct. July 24, 2013)
  • Defeated multiple motions and renewed motions for expedited discovery in two jurisdictions during pendency of go shop following announcement of management buyout of Quest Software, permitting a US$2.4 billion topping bid by Dell. In re Quest Software, Inc. Shareholders Litigation (Del. Chancery Ct.; Orange Cty. Sup. Ct. 2012)
  • Successfully represented Broadcom in connection with its US$764 million tender offer for Emulex Corp., including expedited suit against target board challenging poison pill and multiple proxy-related suits against hostile bidder. Emulex v. Broadcom (Del. Chancery Ct.; C.D. Cal.; Orange Cty. Sup. Ct. 2009)
  • Defeated motion for preliminary injunction seeking to block US$350 million acquisition of computer consulting company. In re First Consulting Group Shareholder Litigation (Los Angeles Cty. Sup. Ct. Jan. 8, 2008)
  • Defeated motion for preliminary injunction seeking to enjoin shareholder vote on US$2.1 billion acquisition of specialty pharmaceutical company. Kaiser v. ICOS Corp. (Snohomish Cty. Sup. Ct., Wash. Dec. 15, 2006)
Securities Litigation and Trials
  • Successfully represented specialized electronic systems developer OSI Systems and its officers and directors in securities fraud and derivative lawsuits following cancellation of a government contract. In re OSI Systems, Inc. (C.D. Cal. 2016)
  • Won summary judgment of all claims against healthcare information systems developer Quality Systems, Inc. and its chair and CEO in fraud case brought by former director/major shareholder; defeated repeated motions for summary judgment, summary adjudication, and judgment on the pleadings in connection with company’s cross-complaint against the shareholder. Hussein v. Razin (Orange Cty. Sup. Ct. Sept. 16, 2015)
  • Won dismissal of securities fraud claims against medical device company Alphatec Spine and senior executives based on alleged material misrepresentations and breaches of fiduciary duty in connection with related-party acquisition, in case named by the Daily Journal as one of the Top Verdicts of 2013; won affirmance of dismissal on appeal in the Ninth Circuit. Mallen v. Alphatec Holdings, Inc. (S.D. Cal. 2013), aff’d (9th Cir. June 5, 2015)
  • Won dismissal of securities fraud claims against healthcare information systems developer Quality Systems, Inc. and senior executives based on alleged false and misleading statements regarding revenue forecasts, sales pipeline figures and greenfield sales projections. In re Quality Systems, Inc. Securities Litigation (C.D. Cal. Oct. 20, 2014)
  • Part of team who obtained unanimous defense verdict following three-week jury trial on behalf of CEO of enterprise-class technology company STEC in US$800 million SEC enforcement action alleging insider trading after earnings announcements, in one of the Daily Journal’s Top Verdicts of 2014; successfully represented the company and its founders in securities fraud class actions and derivative cases alleging disclosure violations and insider trading. Securities & Exchange Commission v. Manouchehr Moshayedi (C.D. Cal. June 6, 2014); In re STEC, Inc. Securities Litigation (C.D. Cal. 2013)
  • Successfully 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)
  • Lead trial lawyer for One Town Center Associates (a Segerstrom entity) in a successful jury trial regarding a commercial lease dispute between recalcitrant tenant and Segerstrom-owned property. One Town Center Associates v. Town Center Club and Spa (Orange Cty. Sup. Ct. 2009)
  • Secured favorable settlement on behalf of managed care service provider Skilled Healthcare soon after fully briefing motion to dismiss securities fraud complaint following a restatement, involving allegations of misleading statements in connection with the company's IPO. In re Skilled Healthcare Group (C.D. Cal. 2009)
  • Won dismissal of securities fraud claims against Alt-A mortgage lender Impac Mortgage, and secured a favorable settlement of derivative action and ERISA class action arising after the subprime mortgage industry collapse. Pittleman v. Impac Mortgage Holdings, Inc. (C.D. Cal. Mar. 9, 2009)
  • Successfully represented small-molecule cardiovascular biopharmaceutical company CV Therapeutics in a securities fraud case and derivative litigation brought following the delay of FDA approval of company’s primary drug. In re CV Therapeutics, Inc. Securities Litigation (N.D. Cal. 2007)
  • Successfully represented officers and directors of electronics company Power Integrations in stock options backdating litigation. Quaco v. Balakrishnan (N.D. Cal. 2006)
  • Co-lead trial lawyer for ConocoPhillips Co. in a jury trial alleging US$250 million product defect claims arising from alleged groundwater contamination by gasoline additive MTBE, leading to successful settlement during trial. D.J. Nelson Trust dba Fruitridge Vista Water Company v. Atlantic Richfield Co., et al. (Sacramento Cty. Sup. Ct. 2006)
  • Lead trial lawyer for Orange County Halfway House, Inc. in a successful bench trial regarding a commercial lease dispute between charitable organization dedicated to serving troubled youth, and its opportunistic landlord; obtained complete defense verdict and award of attorneys’ fees. Lorraine Cisneros v. Orange County Halfway House, Inc. (Orange Cty. Sup. Ct. Oct. 27, 2004)
  • Successfully represented officers and directors of merchant energy generation company Calpine in state court securities fraud class actions involving allegations of price manipulation and wash trades. Hawaii Fund Structural Ironworkers Pension Trust Fund v. Calpine Corp. (Santa Clara Cty. Sup. Ct. 2003)
  • Won partial summary judgment on behalf of Arthur Andersen in a fraud case filed in connection with failed IPO. Sundance Venture Partners, LP v. Arthur Andersen (Orange Cty. Sup. Ct. 2002)
  • Lead trial lawyer for Henry Segerstrom as trustee of the Renee Mary Segerstrom Trust in a successful bench trial regarding Renee Segerstrom’s daughter’s claim to a portion of the US$40 million left by Renee’s estate to build the famed Segerstrom Center for the Arts. In re The Renee Mary Segerstrom Trust, Established 11-22-89 (Orange Cty. Sup. Ct. July 12, 2002)
  • Successfully represented ConocoPhillips Co., successor in interest to Tosco Corp. and Phillips Petroleum Co., in jury trial regarding US$500 million product defect claims arising from alleged groundwater contamination by gasoline additive MTBE, leading to successful settlement after eleven months of trial. South Tahoe Public Utility District v. Atlantic Richfield, et al. (San Francisco Cty. Sup. Ct. 2001-02)
  • Successfully represented ConocoPhillips Co. in bench trial regarding US$100 million product defect claims arising from alleged groundwater contamination by gasoline additive MTBE, leading to successful settlement during trial. CBE v. Unocal Corp., et al. (San Francisco Cty. Sup. Ct. 2001)
  • Won summary judgment on all claims against infringer brought by publisher Entrepreneur Magazine concerning its flagship trademark. Entrepreneur Media, Inc. v. Smith (C.D. Cal. June 28, 2000)
  • Part of trial team for Orange County Sunbird Aviation LLC in bench trial regarding taxable or tax-deductible nature of private jet used for business purposes by later-U.S. Ambassador to Spain George Argyros. Orange County Sunbird Aviation LLC v. County of Orange (Orange Cty. Sup. Ct. 2000)
Representative Transactional Litigation
  • WCI Communities in US$643 million sale to Lennar Corp. (M.D. Fla.) Nov. 2016
  • Raptor Pharmaceuticals in US$800 million sale to Horizon (D. Del.) Sept. 2016
  • Major investment bank as financial advisor to Outerwall in US$1.6 billion sale to Apollo (W.D. Wash.) July 2016
  • ReachLocal in US$156 million sale to Gannett (Los Angeles Cty. Sup. Ct.) June 2016
  • Ceres in US$17.2 million sale to Land O’ Lakes (Los Angeles Cty. Sup. Ct.; C.D. Cal.) June 2016
  • Skullcandy in US$197 million sale to Mill Road Capital (D. Utah) June 2016
  • United Online, Inc. in US$170 million sale to B. Riley Financial (Del. Chancery Ct.) May 2016
  • Leonard Green & Partners in US$2.2 billion acquisition of ExamWorks (Del. Chancery Ct.) Apr. 2016
  • Rizvi Traverse Management in US$551 million acquisition of RealD (Los Angeles Sup. Ct.) Nov. 2015
  • Centerview as financial advisor to Dyax in US$5.9 billion sale to Shire (Del. Chancery Ct.; Mass. Sup. Ct.) Nov. 2015
  • Receptos in US$7.2 billion sale to Celgene (Del. Chancery Ct.) July 2015
  • Avago in US$37 billion acquisition of Broadcom (C.D. Cal.; Orange Cty. Sup. Ct.) May 2015
  • Major investment bank as financial advisor to OmniVision Technologies in US$1.7 billion sale to Hua and consortium (Santa Clara Cty. Sup. Ct.) Apr. 2015
  • Leonard Green & Partners in US$4 billion acquisition of LifeTime Fitness (D. Minn.; Carver Cty. Sup. Ct., Minn.) Mar. 2015
  • Major investment bank as financial advisor to Pharmacyclics in US$21 billion sale to AbbVie (Santa Clara Cty. Sup. Ct.) Mar. 2015, in transaction named by the Daily Journal as one of the top 10 M&A transactions of 2015.
  • Hudson Pacific Properties in US$3.5 billion acquisition of assets from Blackstone (San Francisco Cty. Sup. Ct.) Dec. 2014
  • Avanir Pharmaceuticals in US$3.54 billion sale to Otsuka Holdings (Del. Chancery Ct.) Dec. 2014
  • PW Partners and J.P. Morgan as financial advisors to Wright Medical Group in US$3.3 billion sale to Tornier (Tennessee) Oct. 2014
  • Multimedia Games in US$1.2 billion sale to Global Cash (W.D. Tex.; Travis Cty. Sup. Ct.) Sept. 2014
  • Major investment bank as financial advisor to AbbVie in US$54 billion sale to Shire PLC (Del. Chancery Ct.) July 2014
  • Allergan in US$54.6 billion hostile takeover attempt by Valeant Pharmaceuticals International and Pershing Square (C.D. Cal.; Del. Chancery Ct.) Apr. 2014
  • Questcor Pharmaceuticals in US$5.6 billion sale to Mallinckrodt (Orange Cty. Sup. Ct.) Apr. 2014
  • Cadence Pharmaceuticals in US$1.3 billion sale to Mallinckrodt (Del. Chancery Ct.; San Diego Cty. Sup. Ct.) Feb. 2014
  • Actavis in US$25 billion acquisition of Forest Laboratories (Del. Chancery Ct.; New York Sup. Ct.) Feb. 2014
  • Patient Safety Technologies in US$120 million sale to Stryker (Del. Chancery Ct.; Orange Cty. Sup. Ct.) Dec. 2013
  • BRE Properties in US$16.2 billion merger with Essex Property Trust (Baltimore Circuit Ct.) Dec. 2013
  • Santarus in US$2.6 billion sale to Salix Pharmaceuticals (Del. Chancery Ct.; San Diego Cty. Sup. Ct.) Nov. 2013
  • Major investment bank as financial advisor to MAKO Surgical in US$1.65 billion sale to Stryker (Del. Chancery Ct.) Sept. 2013
  • Major investment bank as financial advisor to Thomas Properties in US$1.2 billion sale to Parkway Properties (Del. Chancery Ct.) Sept. 2013
  • Major investment bank as financial advisor to MAA in US$8.6 billion sale to Colonial Properties Trust (Alabama) June 2013
  • MPG Office Trust in US$2.3 billion sale to Brookfield Office Properties (Baltimore Circuit Ct.; Los Angeles Cty. Sup. Ct.) Apr. 2013
  • Leerink Swann as financial advisor to Palomar Medical Technologies in US$294 million sale to Cynosure (Del. Chancery Ct.; Massachusetts) Mar. 2013
  • Major investment bank as financial advisor to Dell in US$24.4 billion take-private by Michael Dell (Del. Chancery Ct.; Texas) Feb. 2013
  • Energy Capital Partners in US$1.1 billion acquisition of Energy Solutions (Del. Chancery Ct.; Utah) Jan. 2013
  • Spirit Realty Capital in US$7.1 billion merger with Cole Credit Property Trust (Baltimore Circuit Ct.) Jan. 2013
  • Somaxon Pharmaceuticals in US$25 million sale to Pernix (San Diego Cty. Sup. Ct.) Dec. 2012
  • Major investment bank as financial advisor to MIPS Technologies in US$100 million sale to Imagination Technologies (Del. Chancery Ct.) Nov. 2012
  • Major investment bank as financial advisor to Cymer in €1.95 billion sale to ASML (Nevada) Oct. 2012
  • Medicis in US$2.6 billion sale to Valeant Pharmaceuticals (Del. Chancery Ct.; Maricopa Cty. Sup. Ct.; Ariz.) Sept. 2012
  • Realty Income in US$2.9 billion acquisition of American Realty Capital Trust (New York Sup. Ct.; D. Md.; Baltimore Circuit Ct.) Sept. 2012
  • Major investment bank as financial advisor to Amylin Pharmaceuticals in US$7 billion sale to Bristol-Myers Squibb (Del. Chancery Ct.) June 2012
  • Quest Software in US$2.4 billion sale to Dell (Del. Chancery Ct.; Orange Cty. Sup. Ct.) Mar. 2012
  • Complete Production Services in US$2.7 billion sale to Superior Energy Services (Del. Chancery Ct.; Texas) Oct. 2011
  • Volcom in US$607 million sale to PPR (Del. Chancery Ct.; Orange Cty. Sup. Ct.) May 2011
  • American Medical Systems in US$2.9 billion sale to Endo Pharmaceuticals (Minnesota) Apr. 2011
  • Beckman Coulter in US$6.8 billion sale to Danaher (Del. Chancery Ct.; Orange Cty. Sup. Ct.) Feb. 2011
  • Piper Jaffray as financial advisor to AGA Medical in US$1.3 billion sale to St. Jude Medical (Del. Chancery Ct.) Oct. 2010
  • Clarient in US$580 million sale to GE Healthcare (Del. Chancery Ct.; Orange Cty. Sup. Ct.) Oct. 2010
  • Major investment bank as financial advisor to ev3 in US$2.6 billion sale to Covidien (Del. Chancery Ct.; Minnesota) June 2010
  • Major investment bank as financial advisor to ATS Medical in US$370 million sale to Medtronic (Minnesota) Apr. 2010
  • Major investment bank as financial advisor to Javelin in US$145 million sale to Hospira (Del. Chancery Ct.; Massachusetts) Dec. 2009
  • Major investment bank as financial advisor to I-Flow in US$267 million sale to Kimberly Clark (Orange Cty. Sup. Ct.) Oct. 2009
  • Cougar Biotechnology in US$1 billion sale to Johnson & Johnson (Los Angeles Cty. Sup. Ct.) May 2009
  • Major investment bank as financial advisor to Advanced Medical Optics in US$2.6 billion sale to Abbott Laboratories (Orange Cty. Sup. Ct.) Jan. 2009
  • First Consulting Group in US$350 million sale to Computer Sciences (Los Angeles Cty. Sup. Ct.) Oct. 2007
  • Piper Jaffray as financial advisor to Accredited Home Lenders in US$296 million sale to Lone Star Funds (Del. Chancery Ct.) June 2007
  • Major investment bank as financial advisor to Bradley Pharmaceuticals in US$346 million sale to Nycomed (New Jersey) May 2007
  • ICOS in US$2.1 billion sale to Eli Lilly (Washington) Oct. 2006
Thought Leadership
  • Court Decision Helps REITs Strategize for Successful Acquisitions in the Face of Shareholder Litigation
  • Taking a Second Look at the Corporate Benefit Doctrine
  • 8 Steps To Defend Against Latest Wave of Proxy Litigation
  • Corporate Governance Commentary: Preparing for Possible IRC Section 162(m) Litigation this Proxy Season
  • Defending the Latest Wave of Proxy Litigation: Say-on-Pay and Equity Plan Shareholder Class Action Injunction Lawsuits
  • The Future of Say-on-Pay Derivative Litigation
  • Disclosure Standard for Security Fraud Claims Muddled With Uncertainty
 
 
 
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