Robert W. May

Robert May is a partner in the firm’s Litigation Department.  His practice focuses on M&A litigation, corporate governance disputes, and securities litigation.  Mr. May has more than a decade of experience representing clients in a broad range of industries including technology, financial services, and pharmaceuticals. 

Mr. May’s experience includes defending actions challenging corporate transactions on behalf of both targets and acquirers, including litigating motions for preliminary injunctions seeking to delay or prevent stockholder votes.  He has significant experience defending clients in stockholder class actions brought under the federal securities laws, and responding to regulatory and criminal investigations.  Mr. May’s practice also focuses on breach of fiduciary duty claims, as well as counseling companies and their directors and officers in governance disputes.  Mr. May has particular experience effectively managing multi-forum matters to limit exposure and cost to his clients and navigating insurance issues in matters covered by directors’ and officers’ liability insurance policies.

Representative Experience

M&A / Deal Litigation

• In re Yahoo! Inc. Shareholder Litigation
  (California Superior Court, Santa Clara County) Represented Yahoo and certain of its officers and directors in opposing a stockholder’s effort to block Yahoo’s $4.5 billion sale of its operating business to Verizon; successfully prevented plaintiff from delaying the approval and closing of the transaction; represented clients in post-closing derivative litigation in the same action, related derivative actions in Delaware Chancery Court and the Northern District of California, and a federal securities class action.

• In re Saba Software, Inc. Stockholder Litigation
  (Delaware Court of Chancery and San Mateo Superior Court) Represented former directors of Saba in a stockholder class action alleging breach of fiduciary duty arising from Saba’s take-private acquisition by Vector Capital.

• Hildene Opportunity Master Fund, Ltd. v. Beneficial State Bancorp
  (District of Oregon) Defended Beneficial against claims challenging a capital investment in a community bank brought by certain debt-holders of the recapitalized bank’s holding company.

• Blank Family Trust v. Trade Street Residential, Inc.
  (Circuit Court for Baltimore City) Represented the former directors of Trade Street in a stockholder class action alleging breach of fiduciary duty arising from Trade Street’s acquisition by another Real Estate Investment Trust in a mixed cash-stock transaction.

• In re Integrated Silicon Solution, Inc. Stockholder Litigation
  (California Superior Court, Santa Clara County) Represented a consortium of foreign buyers in an action seeking to enjoin the buyers’ purchase of a U.S. semiconductor company.

Securities Litigation

• Zynga Inc. Securities and Derivative Litigation
  Represented Zynga and certain of its officers and directors in a securities class action lawsuit commenced eight months after Zynga went public; represented certain Zynga officers and directors in a stockholder breach of fiduciary duty class action brought in connection with a registered secondary public offering; represented Zynga in related derivative actions brought in Delaware Chancery Court and California state and federal courts.

• RH Shareholder Derivative Litigation 
  (Northern District of California) Represented RH (Restoration Hardware) and certain of its offiecrs and directors in stockholder derivative actions alleging damage to the company as a result of a pending securities class action.

Other Corporate Governance Disputes

• Represented a minority investor in a privately held natural products company in protecting its investment against breaches of a stockholders’ agreement and breaches of fiduciary duty by the majority stockholder.

• Represented the Chairman of the Board of Directors of a publicly traded sustainable agriculture company in a lawsuit brought by a minority stockholder alleging incomplete SEC disclosures.

Before joining Morrison & Foerster, Mr. May worked for six years in the New York office of another international law firm where he represented a variety of financial institutions, pharmaceutical companies, technology companies, and other multinational corporations in securities litigation, antitrust litigation, and regulatory enforcement matters. Mr. May also worked for one year as a law clerk to the Honorable Robert P. Patterson Jr., United States District Judge for the Southern District of New York.

Mr. May received his J.D. from Columbia Law School, where he was a Harlan Fiske Stone Scholar, a managing editor of the Columbia Journal of Law and Social Problems, and a recipient of the Jane Marks Murphy prize for achievement in clinical offerings. Mr. May earned his B.A., with honors and distinction, from the University of North Carolina at Chapel Hill.