Michael L. Charlson

(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.) — Initial Motion to Dismiss granted with prejudice 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