Michael Jones, a partner in Goodwin's Shareholder Litigation & White Collar Defense practice, is a member of the firm’s Life Sciences Disputes group and focuses his national litigation practice on representing public and private technology, life sciences, and healthcare companies in class action and derivative litigation, SEC, DOJ, and other government, regulatory, and internal investigations; fiduciary duty claims, corporate governance matters, and shareholder disputes; public M&A litigation and post-closing disputes; and other high stakes commercial disputes.

Mr. Jones conducts internal corporate investigations for audit committees and other board committees in financial accounting and corporate governance-related matters, including whistleblower matters under the Sarbanes-Oxley and Dodd-Frank Acts. He also represents clients in FINRA inquiries and in regulatory proceedings brought by the SEC and others in possible accounting irregularities, corporate disclosures and insider trading, among other matters.

Mr. Jones advises public and private technology, life sciences, and healthcare companies on compliance and risk management issues. This includes providing guidance on internal compliance processes and procedures, handling whistleblower complaints, and process and disclosure issues related to mergers and acquisitions.

He is recognized by The Legal 500 U.S. as a "Next Generation Lawyer" for M&A Litigation Defense, a Super Lawyers “Rising Star”, and was recognized by the Daily Journal as one of California’s top 40 Under 40 lawyers.

 

Experience

ERFAHRUNG

EXPÉRIENCE

工作经历

Mr. Jones’ representative matters include:

  • Zendesk, Inc.: Won complete dismissal with prejudice of Section 10(b) and Rule 10b-5 claims in a shareholder class action against Zendesk, and its CEO and CFO, alleging misstatements and omissions concerning a data breach. Representing the company in related derivative lawsuits.
  • Benchmark Capital LLP: Won dismissal with prejudice of breach of fiduciary duty and aiding and abetting claims against Benchmark in California state court derivative action arising out of the sale of Art.com.
  • Publicly-traded Pharmaceutical Company: Representing audit committee in connection with internal investigation and subsequent SEC inquiry concerning public statements made by company executives regarding FDA interaction.
  • Myokardia, Inc.: Successfully obtained dismissals of lawsuits in four different federal courts — U.S. District Courts for the District of Delaware, Northern District of California, Eastern District of New York, and Southern District of New York — asserting violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 in connection with its $13.1 billion sale to BMS.
  • Publicly-traded Pharmaceutical Company: Representing clinical stage biopharmaceutical company and its CEO in a shareholder class action asserting Section 10(b) and Rule 10b-5 claims based on alleged misrepresentations and omissions in connection with the company’s clinical trial design and results.
  • Publicly-traded Technology Company: Represented audit committee in an internal investigation and subsequent SEC inquiry concerning insider trading in the company’s stock, successfully convincing the SEC not to pursue investigation or other enforcement measure.
  • Indian Institute of Technology Kharagpur: Won summary judgment in the Northern District of California for world-renowned public higher education and research institution in West Bengal, India, with the court dismissing all of plaintiff's claims that the IIT Kharagpur breached an oral joint venture agreement, breached a nondisclosure agreement, and misappropriated the plaintiff's trade secrets.
  • Private Telehealth Company: Representing private telehealth company and its directors and officers in a derivative action alleging breach of fiduciary duty claims concerning strategic growth plans and termination of former CEO.
  • Publicly-traded Pharmaceutical Company: Represented audit committee in an internal investigation for a pharmaceutical company into anonymous whistleblower claims alleging inaccurate and incomplete disclosures regarding clinical trial results.
  • Control4 Corporation: Successfully obtained dismissal of multiple class action lawsuits asserting violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 in connection with its $680 million take-private sale to SnapAV.
  • DCT Industrial Trust, Inc., and its Board of Directors: Successfully obtained dismissal of three shareholder lawsuits filed in the District of Colorado and one in the District of Maryland challenging the Company’s $8.4 billion merger with Prologis, Inc.
  • Amplify Snack Brands, Inc., and its Board of Directors: Successfully obtained dismissal of shareholder lawsuits filed in the Western District of Texas challenging the Skinny Pop manufacturer’s $1.6 billion sale to The Hershey Company.
  • Trulia, Inc., and its Board of Directors: Represented Trulia and its board of directors, in class action lawsuits in Superior Court for San Francisco County, California, and the Delaware Court of Chancery challenging the $3.5 billion all-stock merger with Zillow Inc. Deal closed on time after negotiation of favorable settlement. Successfully obtained dismissal of litigation after a highly publicized settlement approval process, and obtained a ground-breaking ruling in 2016 from the Delaware Court of Chancery severely limiting pre-merger disclosure challenges and settlements based on immaterial disclosures.
  • Xoom Corporation, and its Board of Directors: Successfully defeated plaintiffs’ motion for expedited proceedings in shareholder lawsuits filed in Delaware Chancery Court following the announcement of Xoom’s $890 million sale to PayPal. The lawsuits alleged breach of fiduciary duty claims against Xoom’s directors and officers related to the future employment of some of its management team and disclosures that it was a victim of $30 million business email compromise (“BEC”) fraud scheme. Defeating plaintiffs’ expedition attempt allowed the deal to close on time and resulted in voluntary dismissal of the litigation.
  • Xoom Corporation: Won complete dismissal of claims in California state court against online international money transfer service and its senior management alleging violations of the Section 11 of the Securities Act of 1933 in connection with the company’s initial public offering. The suit relates to the company’s disclosure that it was the victim of a criminal business email compromise scheme.
  • Onyx Pharmaceuticals, Inc., and its Board of Directors: Successfully defeated plaintiffs’ motion for expedited proceedings in in shareholder class action litigation in Superior Court for San Mateo County, California and Delaware Court of Chancery, challenging its $10.4 billion merger with Amgen. Successfully defeated plaintiffs’ efforts to disrupt tender offer and transaction closed on time.
  • Epocrates: Won dismissal of First and Second Amended Complaints of Section 10(b) and Rule 10b-5 claims in shareholder class action against the healthcare IT company, and its CEO and CFO in the U.S. District Court for the Northern District of California. Obtained favorable settlement funded entirely by insurance after Third Amended Complaint survived dismissal.
  • Anthera Pharmaceuticals, Inc.: Secured dismissal of Section 10(b) and Rule 10b-5 claims in a shareholder class action against pharmaceutical company focused on cystic fibrosis treatments, and certain officers, alleging misrepresentations and omissions in connection with the company’s clinical trial results.
  • Metabolix Inc.: Won complete dismissal with prejudice of Section 10(b) and Rule 10b-5 claims in a shareholder class action against Metabolix, its CEO and CFO. Plaintiffs alleged misrepresentations and omissions in connection with certain milestones in its biopolymer plastic manufacturing business.
  • Fortune 100 Company: Conducted internal investigation concerning derivative trading and funding subsidiaries in the U.S. and abroad. Investigation focused on compliance with domestic and foreign tax rules and potential accounting and disclosure issues concerning intercompany funding relationships.
  • Fortune 100 Company: Represented client in connection with a four-year SEC investigation on complex accounting issues such as hedge accounting, interest rate swaps, changes in accounting estimates, bill and hold arrangements, and revenue recognition.
  • Teva Pharmaceuticals, Inc.: Represented Teva in merger litigation in Court of Chancery in Delaware, brought by stockholders of Auspex Pharmaceuticals, Inc. in Teva’s acquisition of Auspex. Plaintiffs dropped their request for an injunction and the transaction closed on time.
  • Essex Property Trust, and its Board of Directors: Represented the company and board in securities class action and shareholder derivative lawsuits challenging its $4.3 billion acquisition of BRE Properties, which created the largest real estate investment trust on the West Coast. Successfully consolidated the cases to expedite their resolution in advance of the closing and negotiated a favorable settlement, allowing the merger to close as scheduled.
  • Ariba, Inc.: Represented Ariba and its board of directors and obtained voluntary dismissal from plaintiffs of six putative class actions challenging its $4.3 billion merger with SAP AG in the Superior Court, Santa Clara County, California and in the Court of Chancery in Delaware. All breach of fiduciary duty and aiding and abetting claims were dismissed and transaction closed on time.
  • Mail.ru Group Limited: Won dismissal of a high-profile lawsuit brought by Think Computer Corporation alleging that the tech company violated the California Money Transmission Act and other state and federal laws.
  • Rocket Lawyer Incorporated: Representation of Rocket Lawyer in connection with an unfair competition lawsuit filed by competitor LegalZoom, Inc. in the Central District of California. Defeated LegalZoom’s motion for summary judgment seeking dismissal of Rocket Lawyer’s counterclaims, and the case settled prior to trial.
  • Athenahealth: Represented athenahealth, Inc. in its acquisition of Epocrates, Inc. and litigation brought by Epocrates’ shareholders challenging the $293 million transaction in Superior Court for San Mateo County, California, including allegations that athenahealth aided and abetted the Epocrates board’s alleged breaches of fiduciary duty. Obtained a favorable settlement and the transaction closed on time.
  • Eloqua, Inc.: Represented Eloqua, Inc., a provider of on-demand revenue performance management software and its board of directors in connection with shareholder class actions filed in the Eastern District of Virginia and in the Delaware Court of Chancery challenging Eloqua’s $930 million sale to Oracle Corporation. After initial discussions and negotiations with plaintiffs’ counsel, obtained voluntary dismissal of the litigation, and the transaction closed on time.

Recognition

Mr. Jones is ranked by The Legal 500 U.S. as a Next Generation Lawyer in M&A Litigation: Defense and recognized as a Super Lawyer “Rising Star” in Northern California and New England. He was selected by the Daily Journal as one of California’s top 40 Under 40 lawyers.

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Credentials

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专业资格

Education

J.D.
Northeastern University School of Law
B.S.
Boston University

Admissions

Bar

Massachusetts
California

Courts

U.S. District Court for the District of Massachusetts
U.S. District Court for the District of Colorado
U.S. District Court for the Northern District of California
U.S. District Court for the Southern District of California
U.S. District Court for the Central District of California
U.S. District Court for the Eastern District of California
U.S. Court of Appeals for the Ninth Circuit
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Our clients rely on us for world-class advisory services, counsel on complex transactional work and high-stakes litigation. Specializing in matters involving the financial, life sciences, private equity, real estate, and technology industries, we use a collaborative, cross-disciplinary approach to resolve our clients’ most challenging issues. To find out more, please contact us.

Unsere Kunden verlassen sich auf unsere erstklassige Beratung, vor allem im Hinblick auf komplexe Transaktionen und High-Stakes-Prozesse. Spezialisiert auf Angelegenheiten der Finanz-, Life-Sciences-, Private-Equity-, Immobilien-und Technologie-Branchen, verwenden wir einen kooperativen und interdisziplinären Ansatz, um Fragen unserer Kunden auch in extremen Spezialsituationen einer Lösung zuzuführen. Sie wollen mehr erfahren? Kontaktieren Sie uns gerne.

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