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, Global Chair of the Litigation & Trial Department, 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 is a former member of Latham & Watkins’ Executive Committee and the former Managing Partner of the Orange County office.

Ms. Johnson’s practice focuses on securities and corporate control 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
  • Battles for corporate control
  • Proxy contests
  • SEC enforcement actions
  • Internal investigations
  • Other complex, high-exposure litigation

Ms. Johnson’s recent representations include special committee engagements in controlling stockholder transactions, 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 significant trial experience involving product liability, unfair business practices, tax, trusts and estates, and insurance bad faith trials.

Ms. Johnson was recognized as a Leading Lawyer for M&A Litigation by The Legal 500 US 2018. She was selected as Top-Rated Securities Litigation Attorney by Super Lawyers 2019. 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 Berkeley Center for Law and Business, the Public Law Center, the Orange County Bar Foundation, and the Orange County chapter of the Association of Business Trial Lawyers.

Securities Litigation and Trials
  • At trial, defeated more than 95% of plaintiffs’ claimed damages in rare Section 10(b) securities class action to go to jury verdict. Hsu v. Puma Biotechnology, Inc. (C.D. Cal. 2019).
  • Won dismissal of shareholder derivative action on standing grounds, on behalf of specialized electronic systems developer OSI Systems. Genesee County Employees’ Retirement System v. Chopra (Los Angeles Cty. Sup. Ct. 2019).
  • Won dismissal with prejudice of shareholder derivative actions on the basis of demand futility, on behalf of healthcare information systems developer Quality Systems, Inc. Foss v. Barbarosh (C.D. Cal. 2018).
  • 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. September 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).
  • 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. March 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. October 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).
  • Represented Orange County Sunbird Aviation LLC in bench trial regarding taxable or tax-deductible nature of private jet used for business purposes by later-US Ambassador to Spain George Argyros. Orange County Sunbird Aviation LLC v. County of Orange (Orange Cty. Sup. Ct. 2000).
Recent M&A and Corporate Control Litigation
  • Won dismissal of securities fraud case seeking to block US$750 million sale of semiconductor manufacturer IXYS to Littelfuse. Sanchez v. IXYS Corp. (N.D. Cal. October 2, 2018). 
  • Representing Special Committee of the board of directors of Dell Technologies in connection with proposed US$70.1 billion reverse merger with VMWare tracking stock (July 2018).
  • Representing Special Committee of the board of directors of telecommunications company in connection with proposed US$26 billion merger (April 2018).
  • Defeated motion to expedite and application for temporary restraining order seeking to block US$290 million take private of clinical-stage biopharmaceutical company Altor Bioscience Corp. Gray v. Soon-Shiong (Del. Chancery Ct. July 25, 2017).
  • Successfully defended coffee manufacturer Farmer Brothers against controlling shareholders’ failed proxy contest for control of board (December 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. September 30, 2016).
  • Defeated motion for preliminary injunction seeking to block US$1.7 billion acquisition of leading developer of advanced digital imaging solutions and won dismissal of aiding and abetting breach of fiduciary duty claim against JP Morgan as financial advisor to seller. In re OmniVision, Inc. Shareholder Litigation (Santa Clara Cty. Sup. Ct. September 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. April 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. February 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. January 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. March 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 US. Allergan, Inc. v. Valeant Pharmaceuticals International, Inc. (C.D. Cal. November 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. November 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 on behalf of Special Committee during pendency of go shop following announcement of management buyout of software provider, 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 semiconductor giant Broadcom in connection with its US$764 million unsolicited tender offer for Emulex Corp., including in 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. January 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. December 15, 2006).
Representative Transactional Litigation
  • Ignyta in US$1.7 billion sale to Roche (S.D. Cal.) January 2018
  • Alliance HealthCare Services in US$75 million take-private by Tahoe Investment Group (Del. Chancery Ct.) December 2017
  • Amneal Pharmaceuticals in US$6.4 billion merger with Impax Laboratories (N.D. Cal.) December 2017
  • Guidance Software in US$240 million sale to OpenText (C.D. Cal.) July 2017
  • Digital Realty in US$7.8 billion acquisition of DuPont Fabros (D.D.C.) June 2017
  • WCI Communities in US$643 million sale to Lennar Corp. (M.D. Fla.) November 2016
  • Raptor Pharmaceuticals in US$800 million sale to Horizon (D. Del.) September 2016
  • 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.) April 2016
  • Rizvi Traverse Management in US$551 million acquisition of RealD (Los Angeles Sup. Ct.) November 2015
  • Financial advisor to Dyax in US$5.9 billion sale to Shire (Del. Chancery Ct.; Mass. Sup. Ct.) November 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
  • Financial advisor to OmniVision Technologies in US$1.7 billion sale to Hua and consortium (Santa Clara Cty. Sup. Ct.) April 2015
  • Leonard Green & Partners in US$4 billion acquisition of LifeTime Fitness (D. Minn.; Carver Cty. Sup. Ct., Minn.) March 2015
  • Financial advisor to Pharmacyclics in US$21 billion sale to AbbVie (Santa Clara Cty. Sup. Ct.) March 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.) December 2014
  • Avanir Pharmaceuticals in US$3.54 billion sale to Otsuka Holdings (Del. Chancery Ct.) December 2014
  • Financial advisors to Wright Medical Group in US$3.3 billion sale to Tornier (Tennessee) October 2014
  • Multimedia Games in US$1.2 billion sale to Global Cash (W.D. Tex.; Travis Cty. Sup. Ct.) September 2014
  • 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.) April 2014
  • Questcor Pharmaceuticals in US$5.6 billion sale to Mallinckrodt (Orange Cty. Sup. Ct.) April 2014
  • Cadence Pharmaceuticals in US$1.3 billion sale to Mallinckrodt (Del. Chancery Ct.; San Diego Cty. Sup. Ct.) February 2014
  • Actavis in US$25 billion acquisition of Forest Laboratories (Del. Chancery Ct.; New York Sup. Ct.) February 2014
  • Patient Safety Technologies in US$120 million sale to Stryker (Del. Chancery Ct.; Orange Cty. Sup. Ct.) December 2013
  • BRE Properties in US$16.2 billion merger with Essex Property Trust (Baltimore Circuit Ct.) December 2013
  • Santarus in US$2.6 billion sale to Salix Pharmaceuticals (Del. Chancery Ct.; San Diego Cty. Sup. Ct.) November 2013
  • Financial advisor to MAKO Surgical in US$1.65 billion sale to Stryker (Del. Chancery Ct.) September 2013
  • Financial advisor to Thomas Properties in US$1.2 billion sale to Parkway Properties (Del. Chancery Ct.) September 2013
  • 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.) April 2013
  • Financial advisor to Palomar Medical Technologies in US$294 million sale to Cynosure (Del. Chancery Ct.; Massachusetts) March 2013
  • Financial advisor to Dell in US$24.4 billion take-private by Michael Dell (Del. Chancery Ct.; Texas) February 2013
  • Energy Capital Partners in US$1.1 billion acquisition of Energy Solutions (Del. Chancery Ct.; Utah) January 2013
  • Spirit Realty Capital in US$7.1 billion merger with Cole Credit Property Trust (Baltimore Circuit Ct.) January 2013
  • Somaxon Pharmaceuticals in US$25 million sale to Pernix (San Diego Cty. Sup. Ct.) December 2012
  • Financial advisor to MIPS Technologies in US$100 million sale to Imagination Technologies (Del. Chancery Ct.) November 2012
  • Financial advisor to Cymer in €1.95 billion sale to ASML (Nevada) October 2012
  • Medicis in US$2.6 billion sale to Valeant Pharmaceuticals (Del. Chancery Ct.; Maricopa Cty. Sup. Ct.; Ariz.) September 2012
  • Realty Income in US$2.9 billion acquisition of American Realty Capital Trust (New York Sup. Ct.; D. Md.; Baltimore Circuit Ct.) September 2012
  • 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.) March 2012
  • Complete Production Services in US$2.7 billion sale to Superior Energy Services (Del. Chancery Ct.; Texas) October 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) April 2011
  • Beckman Coulter in US$6.8 billion sale to Danaher (Del. Chancery Ct.; Orange Cty. Sup. Ct.) February 2011
  • Financial advisor to AGA Medical in US$1.3 billion sale to St. Jude Medical (Del. Chancery Ct.) October 2010
  • Clarient in US$580 million sale to GE Healthcare (Del. Chancery Ct.; Orange Cty. Sup. Ct.) October 2010
  • Financial advisor to ev3 in US$2.6 billion sale to Covidien (Del. Chancery Ct.; Minnesota) June 2010
  • Financial advisor to ATS Medical in US$370 million sale to Medtronic (Minnesota) April 2010
  • Financial advisor to Javelin in US$145 million sale to Hospira (Del. Chancery Ct.; Massachusetts) December 2009
  • Financial advisor to I-Flow in US$267 million sale to Kimberly Clark (Orange Cty. Sup. Ct.) October 2009
  • Cougar Biotechnology in US$1 billion sale to Johnson & Johnson (Los Angeles Cty. Sup. Ct.) May 2009
  • Financial advisor to Advanced Medical Optics in US$2.6 billion sale to Abbott Laboratories (Orange Cty. Sup. Ct.) January 2009
  • First Consulting Group in US$350 million sale to Computer Sciences (Los Angeles Cty. Sup. Ct.) October 2007
  • Financial advisor to Accredited Home Lenders in US$296 million sale to Lone Star Funds (Del. Chancery Ct.) June 2007
  • 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) October 2006
Thought Leadership
  • The State of Appraisal Litigation in Delaware 
  • Revisiting Affiliated Ute: Back In Vogue In The 9th Circ.
  • 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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