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Michael L. Charlson
Michael L. Charlson
Partner — Shareholder Litigation & Enforcement
Partner — Shareholder Litigation & Enforcement

Michael L. Charlson

Michael L. Charlson
San Francisco

555 Mission Street
Suite 2000
San Francisco, CA 94105

start quote symbolI like to get my hands dirty and really learn my cases thoroughly. I try to understand how the situation in which the client finds itself could have happened. And I'm pretty good at creating a narrative so that laypeople who have no familiarity with a very complicated business or technology can understand the matter.end quote symbol
Michael L. Charlson

Michael Charlson handles complex litigation matters across a range of substantive areas, although he focuses his practice on securities class action, corporate governance and shareholder derivative litigation and related counseling. For more than 30 years, Michael has represented corporations, officers, directors and other constituencies, usually in lawsuits and investigations related to allegations that they have issued false and misleading statements or mismanaged the company. His clients span industries, from the most cutting-edge biotech innovators to gravel pit operators, and everything in between. And they are often facing billions of dollars of damages and serious threats to the enterprise’s continued existence. Michael also co-led the team that secured a jury verdict for defendants (including his client, the former CEO) in In re JDS Uniphase Securities Litigation, one of only a handful of securities class actions that have gone to trial.

Michael has also represented companies and individuals on a range of matters before the Securities and Exchange Commission, including SEC investigations and enforcement proceedings involving allegations of insider trading (including tipper and tippee allegations), improper accounting, inadequate disclosure, improper supervision and books-and-records violations. In SEC matters, Michael has prepared Wells or pre-Wells submissions on behalf of some 20 clients; none has been charged.

Michael serves as Co-Chair of V&E’s Shareholder Litigation & Enforcement practice as well as Talent and Diversity Lead in the firm’s San Francisco office. Again in 2019, Michael was recognized by Chambers USA for his “exceedingly deep knowledge base” in securities litigation. He has also been recognized in Legal 500 and as a Northern California SuperLawyer for many years.

Experience Highlights

  • Represents the Audit Committee of a public multinational technology company involved in an ongoing investigation before the SEC and DOJ to conduct an independent investigation into the company’s compliance with the FCPA in Russia and four other countries

  • (9th Cir.); (N.D. Cal.); (Cal. Super. – Santa Clara Cnty.) – Secured on appeal affirmance of dismissal of a securities class action complaint against VIVUS, Inc. and two senior officers, arising from disappointing FDA action on a drug approval application; represented defendant officers and directors also in related shareholder derivative litigations in federal and state courts in California

  • (Del. Ch.); (W.D. Wash.); (Wash. Super. – King Cnty.) — Representing a biotechnology company, and various officers and directors, in a consolidated securities class action in federal court in Washington State, and in related individual securities litigation and shareholder derivative litigations in state and federal court in Washington State and in Delaware, relating generally to missed revenue guidance, the withdrawal of financial guidance and alleged insider trading; this matter also included a formal investigation by the SEC

  • (Tax) – Represented taxpayers in U.S. Tax Court and other IRS proceedings over allegations that the individuals and their entities engaged in improper tax shelter transactions

  • (D. Md.) – Defended officers and directors of a biopharmaceutical company in connection with allegedly improper grants of equity incentive compensation

  • (Cal. Super. – Santa Clara Cnty.) — Represented directors and officers of biotechnology company in shareholder litigation alleging mismanagement of a new drug launch; case dismissed

  • (D. Md.) — Secured dismissal on a first motions of a securities class action against a biotechnology company, and certain officers and directors, related to a failed drug trial

  • (N.D. Cal.); (Cal. Super. – Santa Clara Cnty.) – Represented company, directors, and officers in private securities fraud litigation arising from stock price decline following disappointing sales of a drug product

  • (N.D. Cal.); (Cal. Super. – Santa Clara Cnty.) – Tried to defense verdict a securities class action on behalf of the former chief executive officer of the issuer defendant; the plaintiff class had sought $20 billion in damages; represented the officer in related opt-out and shareholder derivative actions as well

  • (D.N.J. and various other jurisdictions) – Represented a major accounting firm in accounting malpractice and fraud claims brought against it by a public company after accounting irregularities were discovered at a company that the plaintiff had purchased, and where the plaintiff had paid more than $3 billion to settle securities and other litigation relating to those irregularities; also represented the accounting firm in related counterclaims, in related litigation matters around the country, and before the SEC

  • (N.D. Cal.); (Cal. Super. – San Francisco Cnty.) – Represented the Chief Executive Officer of a medical software company sued in class and derivative litigations, following his company’s acquisition by a large life sciences company, over accounting irregularities discovered post-acquisition

  • (N.D. Cal.) – Represented a pharmaceutical company and its senior officers in a securities class action arising out of a failed drug trial

  • (N.D. Cal.) – Represented underwriters in securities class action litigation filed against a company that had two public offerings during the class period, but then announced disappointing earnings

  • (S.D.N.Y.) – Represented a venture investor in securities class action litigation filed against a specialty clothing manufacturer after it announced disappointing earnings

  • Acted on behalf of a security software company in various SEC inquiries, including alleged front-running insider trades or tips associated with certain corporate announcements

  • (N.D. Cal.) – Represented a systems software company, its former CEO and former CFO, in a securities class action arising from a missed revenue forecast

  • Represented the accounting firm partner in charge of the audit of a producer and distributor of pasta food products in an SEC investigation following that company’s revelation of accounting irregularities

  • Represented board committees, companies, directors, and officers in various internal investigations, shareholder litigations, and SEC investigations into potential stock option backdating

  • Represented a company CEO in an SEC investigation into insider trading related to an M&A transaction involving his company

  • Represented an investor relations professional in an SEC investigation into possible tipping and front-running

  • (N.D. Cal.) – Represented a security software company and its directors and officers in securities class action litigation alleging improper revenue recognition as a result of channel stuffing

  • (Cal. Super. – Santa Clara Cnty.) – Defended a life sciences company, which was a major investor in a company that developed ophthalmic lasers, in breach of fiduciary duty litigation brought by another shareholder

  • (Cal. Super. – Los Angeles Cnty.) – Represented a security and utilities software company in a private securities action related to a company in which client held an equity interest

  • (Del.) – Represented a special board committee, including in litigation in Delaware, over fiduciary issues surrounding the committee’s consideration of, and recommendation with respect to, a tender offer issued by a majority shareholder in a public company for the balance of the company’s stock; the case resulted in a published decision of the Delaware Supreme Court that established the fiduciary standards for handling such transactions, affirming the steps we had recommended

  • (Del. Ch.); (Ind. Super.) – Defended marine transportation services company and its board in M&A litigation brought on behalf of individual stockholders as a result of a going-private transaction

  • (Del. Ch. and Mass.) – Defended a software company and its board in M&A litigation involving a going-private transaction

  • (S.D.N.Y.) – Defended a video compression software company and its board in M&A litigation after a technology giant purchased the company

  • (N.D. Ill.) – Defended a drug delivery technology company and its board in M&A litigation brought by shareholders, and involving the buyer, after the buyer, a large pharmaceutical company, was sanctioned by the Food and Drug Administration, resulting in a large decline in the value of the stock being used for the purchase

  • Represented a public company in an internal investigation into a whistleblower complaint of improper accounting and control weaknesses where the whistleblower was the former head of Internal Audit

  • Represented the Audit Committee of a clean technology solar products and solutions company in an internal investigation into accounting irregularities in the company’s Philippines operations

  • Represented companies, Audit Committees, Compensation Committee members, and individual officers and directors in various roles in roughly a dozen stock-option backdating cases; the representations included internal and SEC investigations, and related shareholder litigations

  • Represented the Chief Executive Officer of a technology company in connection with an Audit Committee and SEC investigation into whistleblower allegations of accounting improprieties

  • Represented the Controller of a technology company in connection with an Audit Committee and SEC investigation into allegations of accounting improprieties

  • Represented the Special Litigation Committee of a public technology company in connection with allegations of improper accounting in response to a shareholder derivative lawsuit

  • Represented the Special Litigation Committee of a public technology company in connection with allegations of insider trading by senior executives in advance of disappointing sales, in response to a shareholder derivative lawsuit

  • Represented the Special Litigation Committee of a public utility relating to cost overruns in its construction of a major power plant, in response to a shareholder derivative lawsuit

  • (N.D. Cal.); (Cal. Super. – San Francisco Cnty.) – Represented a debt collection company in a consumer class action alleging violations of the various consumer protection laws

  • Represented a private equity investment fund and its founder in an individual action brought by an investor for fraud and other torts

  • (N.D. Cal.) – Represented a leading IT products/services company in an IP licensing dispute

  • (N.D. Cal. (MDL)) – Represented a major technology company in a consumer class action over privacy issues associated with the company’s device and terms of the customer agreement

  • (N.D. Cal.) – Represented a major bank in a series of class actions alleging breaches of fiduciary duty in connection with the operations of the bank’s personal trust operations

  • (C.D. Cal.) – Represented a major bank in connection with alleged breaches of contract, breaches of duty, and other torts associated with the collapse of a secondary market maker in student loans


  • University of California, Berkeley School of Law, J.D., 1985 (Order of the Coif; Articles Editor, California Law Review)
  • Stanford University, M.S., Biological Sciences, 1981
  • Stanford University, B.S., Biological Sciences, 1981
  • Judicial clerk to Honorable William C. Canby, Jr., of the U.S. Court of Appeals for the Ninth Circuit, 1985–1986
  • Michael served as the managing partner of the San Francisco Bay Area offices of an AmLaw100 law firm and was a shareholder at Heller Ehrman LLP, serving for a time as the managing partner of its Silicon Valley office and as co-chair of the Securities and Corporate Governance Litigation Practice Group.
  • Chambers USA, Litigation: Securities (California), 2016−2019
  • Legal 500 U.S., Shareholder Litigation, 2014−2015; Energy Litigation, 2015; Securities Litigation: Defense, 2016, 2017, 2019 and 2020; Corporate Investigations and White-Collar Criminal Defense, 2019; M&A Litigation: Defense, 2020
  • Selected to the Northern California Super Lawyers list, Super Lawyers® (Thomson Reuters), 2006 and 2010–2020
  • Member: Board of Directors, Berkeley Law Alumni Association
  • Member: American Bar Association, Litigation and Business Law Sections
  • Member: State Bar of California, Litigation Section
  • Member: Santa Clara County Bar Association
  • Member: Bar Association of San Francisco
  • California
  • New York
  • District of Columbia
  • World Recognition of Distinguished General Counsel: How Tech Boards Should Handle Securities Compliance, Corporate Governance and M&A,” Directors Roundtable, January 2020 (speaker)
  • “Satisfying Fiduciary Obligations to Investigate Without Breaking the Bank,” NACD Northern California Chapter Private Dinner with VE, April 18, 2019 (speaker)
  • “The SEC Announces Results of Enforcement Actions in Fiscal 2017,” V&E SEC Enforcement Update E-communication, November 29, 2017 (co-author)
  • “Protecting Against Liability,” Daily Journal Corporate Governance Forum 2017, November 15, 2017 (moderator)
  • “U.S. Supreme Court in Salman Says “Personal Benefit” Does Not Have to be Tangible,” V&E Shareholder Litigation and Enforcement Update E-communication, December 12, 2016 (co-author)
  • “Class Actions, Parallel Conduct Cases and General Trends,” V&E Client Presentation, June 4, 2016 (co-presenter)
  • “Thoughts for Officers and Directors of E&P Companies and MLPs in 2016,” V&E website, January 19, 2016 (co-author)
  • “Fifth Third — And Why Stock-Drop Suits Will Live Anyway,” Law360, March 31, 2014 (co-author)
  • “Considerations for Counsel and Board Members Conducting Internal Investigations,” 21st Annual SMU Corporate Counsel Symposium, October 11, 2013 (co-presenter)