Michael T. Jones

Mr. Jones’ representative matters include:

• Xoom Corporation Merger Litigation: Representation of Xoom in defense of four shareholder lawsuits filed in Delaware Chancery Court following the announcement of its $890 million sale to PayPal. The lawsuits alleged breach of fiduciary duty claims against the Xoom directors and officers related to the future employment of some of the Xoom management team and Xoom’s disclosures concerning the fact that it was a victim of $30 million business email compromise (“BEC”) fraud scheme. Successfully defeated plaintiffs’ motion for expedited proceedings, which allowed the deal to close on time and ultimately resulted in voluntary dismissal of the litigation.
• Trulia, Inc. Merger Litigation: Representation of 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. 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. Submitted the requested supplemental briefing on behalf of the defendants in connection with what became a highly publicized settlement approval process.
• Onyx Pharmaceuticals, Inc. Merger Litigation: Representing Onyx board of directors in shareholder class action litigation in Superior Court for San Mateo County, California and Delaware Court of Chancery, challenging Onyx’s $10.4 billion merger with Amgen. Successfully defeated plaintiffs’ efforts to disrupt tender offer and transaction closed on time. Continued representation of the former directors in post-closing litigation. At the close of discovery, defeated plaintiffs’ motion to amend the complaint to add a duty of care claim against one of the officers. Trial is scheduled to begin in April 2016 and the defendants’ motion for summary judgment is currently pending.
• Epocrates Securities Class Action Litigation: Representation of Epocrates and its former CEO and CFO in a putative class action lawsuit in the Northern District of California in which plaintiffs allege that Epocrates made false or misleading statements regarding the timing of its pharmaceutical clients’ regulatory approvals of interactive messages (“DocAlerts”) while awaiting guidance from the FDA on the use of advertising and social media Successfully secured dismissal of First Amended Complaint and Motion to Dismiss Plaintiffs’ Second Amended Complaint is currently pending.
• Metabolix Securities Class Action: 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 in the U.S. District Court for the District of Massachusetts. Plaintiffs alleged misrepresentations and omissions in connection with certain milestones in its biopolymer plastic manufacturing business.
• Teva / Auspex Pharmaceuticals, Inc. Merger Litigation: Representing Teva in merger litigation in Court of Chancery in Delaware, brought by stockholders of Auspex in connection with Teva’s acquisition of Auspex. Plaintiffs dropped their request for an injunction and the transaction closed on time.
• Essex Property Trust – BRE Properties Merger Litigation: Successfully defended Palo Alto based Essex Property Trust in securities class action and shareholder derivative lawsuits challenging Essex’s $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. Merger Litigation: Obtained voluntary dismissal of California and Delaware lawsuits (without settlement) against Ariba and its board of directors challenging and seeking to enjoin $4.3 billion acquisition of Ariba by SAP AG.
• Mail.ru Group Limited – Think Computer Litigation: Obtained dismissal of a high-profile lawsuit brought by Think Computer Corporation against certain tech companies, including Airbnb and Facebook, and their investors, including Goodwin clients Mail.ru Group Limited and certain investment funds affiliated with Goldman Sachs. Lawsuit alleged that the tech company defendants 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 LegalZoom, Inc. in the Central District of California. In October 2013, the court denied LegalZoom’s motion for summary judgment on the papers and cancelled the hearing on the motion.
• athenahealth / Epocrates Merger Litigation: Obtained voluntary dismissal of athenahealth from California shareholder lawsuit (without settlement) challenging and seeking to enjoin athenahealth’s $293 million acquisition of Epocrates.
• Eloqua, Inc. Merger Litigation: Obtained voluntary dismissal of Virginia and Delaware shareholder lawsuits (without settlement) against Eloqua and its board of directors challenging and seeking to enjoin $930 million acquisition by Oracle.
• A Fortune 100 Company: Conducted internal investigation concerning derivative trading and funding subsidiaries located within the U.S. and abroad. Investigation focused on various issues, including compliance with domestic and foreign tax rules and potential accounting and disclosure issues concerning intercompany funding relationships.
• A Fortune 100 Company: Represented client in connection with four-plus year investigation conducted by the SEC concerning complex accounting issues such as hedge accounting, interest rate swaps, changes in accounting estimates, bill and hold arrangements, and revenue recognition issues.